UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT of NEW YORK ------X : in Re : Chapter 11 : Chrysler LLC, Et Al., : Case No

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

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

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

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

Proposed Attorneys for Debtors and Debtors in Possession

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

APPLICATION PURSUANT TO BANKRUPTCY RULE 2014(a) AND SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE FOR AUTHORIZATION TO EMPLOY AND RETAIN GREENHILL & CO., LLC AS INVESTMENT BANKER FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

NYI-4181574v3 TO THE HONORABLE ARTHUR J. GONZALEZ UNITED STATES BANKRUPTCY JUDGE:

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

the above-captioned chapter 11 cases (collectively, the “Debtors,” and together with their nondebtor affiliates, “Chrysler”), submit this application (the “Application”) for authorization to

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

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

Relief Requested1

1. By this Application, the Debtors request, pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014 and 2016 of the

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

Debtors to employ and retain Greenhill as investment banker for the Debtors, nunc pro tunc to the Petition Date. The terms and conditions of Greenhill’s proposed retention by the Debtors are set forth in that certain engagement letter between the Debtors and Greenhill, dated April 23,

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

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

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

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

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

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

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

1 A detailed description of the events leading up to this chapter 11 filing is set forth more fully in the Declaration of Ronald E. Kolka in Support of First Day Pleadings, filed on April 30, 2009, the date the Debtors filed their chapter 11 petitions (the “Petition Date”).

NYI-4181574v3 2 Jurisdiction

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

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

C.J.), the Court has jurisdiction to consider and grant the relief requested herein. A proceeding to consider and grant such relief is a core proceeding pursuant to 28 U.S.C. § 157(b). Venue is proper before this Court pursuant to 28 U.S.C. §§ 1408 and 1409.

Basis for Relief Requested

4. Pursuant to section 327(a) of the Bankruptcy Code, a debtor in possession is authorized to employ professional persons “that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor in possession] in carrying out [its] duties under [the Bankruptcy Code.]” Section 1107(b) of the Bankruptcy Code provides that “a person is not disqualified for employment under section 327 of [the Bankruptcy

Code] by a debtor in possession solely because of such person’s employment by or representation of the debtor before the commencement of the case.” Further, under section 328 of the Bankruptcy Code, a professional may be employed “on any reasonable terms and conditions of employment, including on a retainer, on an hourly basis, on a fixed percentage fee basis, or on a contingent fee basis.”

5. As required by Bankruptcy Rule 2014(a), this Application sets forth the following: (a) the specific facts showing the necessity for Greenhill’s employment, (b) the reasons for the Debtors’ selection of Greenhill as their investment banker in connection with their chapter 11 cases, (c) the professional services to be provided by Greenhill, (d) the arrangement between the Debtors and Greenhill with respect to Greenhill’s compensation, and

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

NYI-4181574v3 3 parties in interest in these chapter 11 cases.

Greenhill’s Qualifications

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

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

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

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

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

extensive experience in advising debtors and other constituents in chapter 11 cases and have served as financial advisors and investment bankers to numerous debtors and creditors in restructurings involving, among others, BearingPoint, Inc., Constar International Inc., Delphi

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

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

Office Products, Inc. and Weblink Wireless, Inc.

7. Greenhill has substantial expertise in advising troubled companies in connection with asset sales and related issues. Greenhill also is very familiar with the Debtors’ businesses and financial affairs, and, as a consequence, its engagement will facilitate the provision of the services required by the Debtors in their chapter 11 cases.

8. The Debtors desire to continue to use the services of Greenhill in these chapter 11 cases pursuant to the terms of the Greenhill Agreement, and Greenhill has agreed to perform such professional services pursuant to the Greenhill Agreement consistent with section 328 of the Bankruptcy Code. The services to be provided by Greenhill are necessary and beneficial to the Debtors, their estates, and creditors. Greenhill is already familiar with the Debtors’ business and financial practices as a result of services provided to the Debtors prior to the Petition Date.

NYI-4181574v3 4 Thus, the Debtors believe that Greenhill is well suited and qualified to serve as an investment banker for them in a cost-effective, efficient, and timely manner.

9. Pursuant to the Greenhill Agreement, Greenhill will provide such investment banking services as Greenhill and the Debtors deem appropriate and feasible in the course of

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

below.

Summary of Services to be Provided2

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

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

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

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

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

Letter”). On or about April 23, 2009, the scope of Greenhill’s engagement was amended in anticipation of the Fiat deal structure changing from an out-of-court transaction to a sale pursuant

to section 363 of the Bankruptcy Code.

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

will provide to the Debtors include:

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

b. participating in hearings before the Bankruptcy Court with respect

2 This summary is for convenience purposes only. To the extent that the summary conflicts with the Greenhill Agreement, the Greenhill Agreement shall govern. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Greenhill Agreement.

NYI-4181574v3 5 to the matters upon which Greenhill has delivered an Opinion, including, as relevant, coordinating with the Company’s counsel with respect to testimony in connection therewith and testifying;

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

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

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

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

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

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

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

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

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

negotiated the Greenhill Agreement, a commercially reasonable compensation and employment

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

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

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

Agreement and the Robins Declaration and shall be reimbursed according to Greenhill’s customary reimbursement policies.

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

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

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

NYI-4181574v3 6 Greenhill delivers an Opinion.

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

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

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

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

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

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

16. The Debtors are advised by Greenhill that it is not the general practice of investment banking firms to keep detailed time records similar to those customarily kept by attorneys. While in some instances Greenhill has maintained time records in bankruptcy cases,

Greenhill believes in this case it should be excused from this requirement given the nature of the services to be provided and the size, complexity, and scope of the case. Most professionals within Greenhill, including most of the professionals that Greenhill has involved in this case, do not keep time records in connection with the performance of their services. In order to demonstrate the services provided by Greenhill to the Debtors, each month Greenhill will file a

NYI-4181574v3 7 schedule that identifies those professionals which have provided services on behalf of the

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

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

the work performed by Greenhill in connection with its engagement may vary and the Debtors and Greenhill have taken this into account in setting the above fees. The compensation structure described above was established to reflect the difficulty of the extensive assignments Greenhill has undertaken and continues to undertake and the potential that the Debtors might not consummate a Transaction.

18. Greenhill’s restructuring expertise, mergers and acquisitions capabilities, as well as its capital markets knowledge and financing skills, some or all of which have been and will be required by the Debtors during the term of Greenhill’s engagement, were important factors in determining the above fee structure (including the Transaction Fee). Consequently, the ultimate benefit to the Debtors of Greenhill’s services cannot be measured merely by reference to the number of hours to be expended by Greenhill’s professionals in the performance of such services.

19. In addition, given the numerous issues which Greenhill may be required to address in the performance of its services hereunder, Greenhill’s commitment to the variable level of time and effort necessary to address all such issues as they arise, and the market prices for Greenhill’s services for engagements of this nature in an out-of-court context, as well as in chapter 11, the Debtors believe that the fee arrangements in the Greenhill Agreement are reasonable under the standards set forth in section 328 of the Bankruptcy Code. As part of the overall compensation payable to Greenhill under the terms of the Greenhill Agreement, the

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

NYI-4181574v3 8 described herein. The Debtors believe that such provisions are customary and reasonable for

investment banking engagements in chapter 11.

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

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

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

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

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

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

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

Bankruptcy Code to enable debtors to retain professionals pursuant to specific fee arrangements to be determined at the time of the court’s approval of the retention, subject to reversal only if the terms are found to be improvident in light of “developments not capable of being anticipated at the time of the fixing of such terms and conditions.” See Donaldson, Lufkin & Jenrette Sec.

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

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

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

their expertise and commitment.”).

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

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

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

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

and indemnification provisions typically utilized by Greenhill and other leading financial

NYI-4181574v3 9 advisory firms, which do not bill their clients on an hourly basis and generally are compensated on a transactional basis. In particular, the Debtors believe that the proposed fee structure creates a proper balance between fixed and contingency fees based on the successful consummation of relevant transactions.

23. The Debtors submit that the fee and expense structure and the indemnification and related provisions are reasonable terms and conditions of employment in light of (i) industry practice, (ii) market rates charged for comparable services both in and out of the chapter 11 context, (iii) Greenhill’s substantial experience with respect to financial advisory services, and

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

Indemnification

24. As more fully set forth in Schedule A to the Greenhill Agreement, as part of the overall compensation payable to Greenhill under the terms of the Greenhill Agreement, the

Debtors have agreed to indemnify and hold harmless Greenhill, its affiliates and their respective officers, directors, employees, agents and each other entity or person, if any, controlling

Greenhill or any of its affiliates (collectively the “Indemnified Parties”), from and against losses, claims, damages, demands and liabilities (or actions or proceedings in respect thereof), joint or several, related to or arising in any manner out of any activities performed or services furnished pursuant to the Greenhill Agreement, the transactions contemplated thereby or

Greenhill’s role in connection therewith (the “Indemnified Activities”). In addition, the Debtors will promptly reimburse the Indemnified Parties for all reasonable expenses (including, without limitation, fees and expenses of legal counsel at rates typical for such counsel), as incurred, in connection with, related to, or arising out of any Indemnified Activities, and enforcing any

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

NYI-4181574v3 10 Greenhill Agreement provides that the Debtors shall not be liable in respect of any losses,

claims, damages, demands, liabilities or expenses that a court of competent jurisdiction shall have determined by final nonappealable judgment resulted solely from the gross negligence or willful misconduct of an Indemnified Party.

25. The Debtors and Greenhill believe that the terms of the Greenhill Agreement are customary and reasonable for investment banking engagements, both out-of-court and in chapter

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

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

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

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

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

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

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

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

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

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

26. The indemnification provisions are similar to indemnification provisions that have previously been approved by bankruptcy courts in this District and elsewhere. Accordingly, the

Debtors respectfully submit that the terms of the Greenhill Agreement and its indemnification provisions are reasonable and customary and should be approved in these chapter 11 cases.

No Duplication of Services

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

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

NYI-4181574v3 11 understands that the Debtors have retained and may retain additional professionals during the

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

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

Greenhill’s Disinterestedness

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

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

set forth on Schedule 1 to the Robins Declaration.

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

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

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

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

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

30. The Debtors have been advised that Greenhill, an investment bank with broad activities, including general strategic advisory, mergers and acquisitions advisory, private equity investment, and financial restructuring advisory, has an international practice and may represent or may have represented certain of the Debtors’ creditors, equity holders, or other parties in interest in matters completely unrelated to these cases.

31. Despite the efforts described above to identify and disclose Greenhill’s connections with parties in interest in these chapter 11 cases, because the Debtors are large enterprises with hundreds of creditors and other relationships, Greenhill is unable to state with certainty that every client relationship or other connection has been disclosed. The Debtors have been advised that Greenhill will conduct an ongoing review of its files to ensure that no conflicts or other disqualifying circumstances exist or arise. If any new facts or circumstances are

NYI-4181574v3 12 discovered, Greenhill will supplement its disclosure to the Court.

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

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

paid for professional services rendered in connection with these cases.

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

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

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

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

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

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

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

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

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

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

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

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

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

35. The relief requested herein includes a request for Court approval of the indemnification provision and fees set forth in the Greenhill Agreement. In the Southern District of New York, these provisions and fees are generally granted after notice to all creditors and a hearing. Accordingly, the Debtors submit that the employment of Greenhill on the terms and conditions set forth herein and in the Greenhill Agreement is appropriate and in the best interest of the Debtors, their estates, their creditors and all parties in interest.

NYI-4181574v3 13 Notice

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

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

Southern District of New York; (b) counsel to the official committee of unsecured creditors; (c) counsel to the administrative agent for the Debtors’ prepetition senior secured lenders; (d)

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

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

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

Development Canada.

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

sufficient and no other or further notice need be provided.

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

this or any other court.

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

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

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

Dated: Auburn Hills, Michigan May 6, 2009

Respectfully submitted,

CHRYSLER LLC

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

NYI-4181574v3 14 Filed by:

Dated: May 6, 2009 New York, New York /s/ Corinne Ball Corinne Ball Veerle Roovers JONES DAY 222 East 41st Street New York, New York 10017 Telephone: (212) 326-3939 Facsimile: (212) 755-7306

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

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

PROPOSED ATTORNEYS FOR DEBTORS AND DEBTORS IN POSSESSION

NYI-4181574v3 15

EXHIBIT A (Greenhill Agreement)

NYI-4181574v3

EXHIBIT B (Robins Declaration)

NYI-4181574v3

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

DECLARATION OF BRADLEY A. ROBINS IN SUPPORT OF APPLICATION PURSUANT TO BANKRUPTCY RULE 2014(a) AND SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE FOR AUTHORIZATION TO EMPLOY AND RETAIN GREENHILL & CO., LLC AS INVESTMENT BANKER FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

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

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

(“Greenhill”),1 a financial advisory firm having expertise in turnaround, bankruptcy, investment banking and financial advisory issues. Greenhill maintains offices in New York City located at

300 Park Avenue, New York, New York 10022, San Francisco, Dallas, Chicago and through its affiliates in Tokyo, London, Frankfurt and Toronto. I am authorized to execute this Declaration on behalf of Greenhill.

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

“Application”), dated as of May 6, 2009 of Chrysler LLC, et al., the above-captioned debtors and debtors in possession (collectively the “Debtors” and, together with their non-debtor affiliates, “Chrysler”) pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure

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

NYI-4181574v3 (the “Bankruptcy Rules”) and sections 327(a) and 328(a) of title 11 of the United States Code,

11 U.S.C. §§ 101 et seq. (the “Bankruptcy Code”) for an order authorizing the retention and employment of Greenhill as investment banker for the Debtors, nunc pro tunc to the Petition

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

if called as a witness, would testify competently thereto.

QUALIFICATIONS OF DECLARANT AND GREENHILL

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

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

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

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

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

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

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

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

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

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

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

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

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

International Inc. and AMRESCO.

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

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

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

2 NYI-4181574v3 debtors and other constituents in chapter 11 cases and have served as financial advisors and

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

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

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

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

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

to provide the testimony referred to herein.

SERVICES TO BE PROVIDED

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

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

between Chrysler and Fiat S.p.A. (“Fiat”) as outlined by a term sheet agreed between the parties in January 2009 (a “Transaction”). On March 13, 2009, the parties formalized Greenhill’s initial engagement by execution of a written engagement letter (the “Initial Engagement

Letter”). On or about April 23, 2009, the scope of Greenhill’s engagement was amended in anticipation of the Fiat deal structure changing from an out-of-court transaction to a sale pursuant

to section 363 of the Bankruptcy Code.

6. The terms and conditions of Greenhill’s proposed retention by the Debtors are set forth in that certain engagement letter between the Debtors and Greenhill, dated April 23,

2009 (the “Greenhill Agreement”). As more fully set forth in the Greenhill Agreement, the services that Greenhill will provide to the Debtors include:

3 NYI-4181574v3 qualifications as determined appropriate by Greenhill);

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

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

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

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

PROPOSED COMPENSATION

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

Initial Advisory Fee and Opinion Fee (both as defined below), subject to the Court’s approval, the Debtors propose to pay Greenhill as follows:

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

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

4 NYI-4181574v3 with Fiat that materially differs from the deal in respect of which Greenhill delivered its initial Opinion.

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

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

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

LLC.

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

expense reimbursement provisions described above are consistent with normal and customary

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

services outlined.

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

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

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

of industry practice, market rates both in and out of chapter 11 proceedings, Greenhill’s experience, and the scope of work to be performed pursuant to Greenhill’s retention.

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

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

section 504 of the Bankruptcy Code.

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

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

5 NYI-4181574v3 the Debtors have agreed to indemnify and hold harmless Greenhill, its affiliates and their respective officers, directors, employees, agents and each other entity or person, if any controlling Greenhill or any of its affiliates (collectively the “Indemnified Parties”), from and against losses, claims, damages, demands and liabilities (or actions or proceedings in respect thereof), joint or several, related to or arising in any manner out of any activities performed or services furnished pursuant to the Greenhill Agreement, the transactions contemplated thereby or

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

Greenhill Agreement provides that the Debtors shall not be liable in respect of any losses, claims, damages, demands, liabilities or expenses that a court of competent jurisdiction shall have determined by final nonappealable judgment resulted solely from the gross negligence or willful misconduct of an Indemnified Party.

13. The indemnification provisions contained in the Greenhill Agreement are typical of those contained in engagement agreements of other investment bankers and financial advisors retained in this District.

GREENHILL’S DISINTERESTEDNESS

14. In preparing this Declaration, I caused to be reviewed the names of significant parties in interest provided to Greenhill by the Debtors (collectively, the “Interested

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

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

6 NYI-4181574v3 shareholders; (c) the major secured creditors or agents; (d) the major fleet customers, lessors, retail dealers, vendors or suppliers; (e) the list of creditors holding the largest unsecured claims

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

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

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

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

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

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

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

15. To the best of my knowledge, information and belief, insofar as I have been able to ascertain after reasonable inquiry, other than in connection with these chapter 11 cases, neither I, nor Greenhill, nor any of its principals, employees, agents or affiliates, have any connection with the Debtors, its creditors, the United States Trustee or any other party with an actual or potential interest in these chapter 11 cases or their respective attorneys or accountants, except as set forth below or on Schedule 2 hereto:

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

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

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

7 NYI-4181574v3 now represent, or who may in the future represent, creditors or other interested parties in these chapter 11 cases.

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

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

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

certainty that every client relationship or other connection has been disclosed. If any new facts or circumstances are discovered, Greenhill will supplement its disclosure to the Court.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

8 NYI-4181574v3 Trustee for Region Two or any employee in the Office of the United States Trustee for Region

Two.

19. Based on the foregoing, I submit that Greenhill is a “disinterested person,” as defined in section 101(14) of the Bankruptcy Code and as required by section 327(a) of the

Bankruptcy Code. It is Greenhill’s policy and intent to update and expand its ongoing relationship search for additional parties in interest in an expedient manner. If any new relevant facts or relationships are discovered or arise, Greenhill will promptly file a supplemental affidavit pursuant to Bankruptcy Rule 2014(a).

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

Accordingly, Greenhill is not a creditor of the Debtors. In the ninety days (90) prior to the filing of these chapter 11 cases, the Debtors paid to Greenhill a total of approximately $3,429,684 in the aggregate for the prepetition services rendered and for the expenses related thereto, including the Initial Advisory Fee and the Opinion Fee.

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

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

[Remainder of page intentionally blank]

9 NYI-4181574v3 22. I declare, under penalty of perjury, that the forgoing is true and correct, to the best of my knowledge.

Executed this 6th day of May, 2009

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

10 NYI-4181574v3

SCHEDULE 1 TO ROBINS DECLARATION

Chrysler LLC, et al.

Interested Parties

The Debtors Lone Star Chrysler Jeep Dodge, Inc. Long Beach Chrysler-Jeep, Inc. Chrysler LLC Lowell Chrysler Jeep Dodge, Inc. Chrysler Aviation Inc. McKinney Dodge, Inc. Chrysler Dutch Holding LLC Ross Park Dodge, Inc. Chrysler Dutch Investment LLC Shakopee Dodge, Inc. Chrysler Dutch Operating Group LLC South Charlotte Chrysler Jeep Dodge, Inc. d/b/a Chrysler Institute of Engineering Metrolina Chrysler Jeep Dodge, Inc. Chrysler International Corporation Stateline Chrysler Jeep Dodge, Inc. Chrysler International Limited, L.L.C. Stoneridge Motors Inc. Chrysler International Services, S.A. Stone Mountain Chrysler Jeep Dodge, Inc. Chrysler Motors LLC Superstition Springs Chrysler Jeep, Inc. Chrysler Realty Company LLC Chrysler Service Contracts Florida, Inc. Wholly-Owned Foreign Nondebtor Subsidiaries Chrysler Service Contracts Inc.

Chrysler Technologies Middle East Ltd. 2813009 Canada, Inc. Chrysler Transport Inc. 2813017 Canada, Inc. Chrysler Vans LLC 2813025 Canada, Inc. DCC 929, Inc. 3217923 Nova Scotia Company Dealer Capital, Inc. AC Austro Car Handelsgesellschaft mbH & Co Global Electric Motorcars, LLC Management NEV Mobile Service, LLC Banbury Road Motors Limited NEV Service, LLC Chrysler Argentina S.R.L. Peapod Mobility LLC Chrysler Australia Pty Ltd. TPF Asset, LLC Chrysler Austria Gesellschaft mbH TPF Note, LLC Chrysler Balkans d.o.o Beograd Utility Assets LLC Chrysler Belgium Luxembourg NV/SA

Chrysler Canada Holding ULC Domestic Nondebtor Subsidiaries Chrysler Canada Inc

Chrysler Cayman Investments Ltd. Action Chrysler Jeep Dodge, Inc. Chrysler Chile Importadora, LLC Alhambra Chrysler Jeep Dodge, Inc. Chrysler Colombia Ltda.. Baum Boulevard Chrysler Jeep Dodge, Inc. Chrysler Czech Republic s.r.o. The Chrysler Foundation Chrysler Denmark ApS Bessemer Chrysler Jeep Dodge, Inc. Chrysler Deutschland GmbH Chrysler Dodge of Fox Lake, Inc. Chrysler de Mexico, S.A. de C.V. Chrysler Jeep Dodge of Dayton, Inc. d/b/a Brunswick Chrysler Espana S.L. Chrysler Jeep Dodge Chrysler Europe GmbH Dade City Chrysler Jeep Dodge, Inc. d/b/a Citrus Chrysler France S.A.S. Chrysler Jeep Dodge Chrysler Group (China) Sales Limited Des Plaines Chrysler Jeep Dodge, Inc. d/b/a Chrysler Group Egypt Limited Advantage Chrysler Jeep Dodge Chrysler Holding (Austria) GmbH Downriver Dodge, Inc. Chrysler (Hong Kong) Automotive Limited El Monte Chrysler Jeep Dodge, Inc. Chrysler India Automotive Private Limited Grapevine Chrysler Jeep Dodge, Inc. Chrysler Italia S.r.l. Gulfgate Dodge, Inc. Chrysler Japan Co., Ltd. La Brea Avenue Motors, Inc. Chrysler Japan Retail, Ltd.

NYI-4181574v3 Chrysler Jeep International S.A. Auburn Hills Mezzanine LLC Chrysler Jeep Ticaret, S.A. Auburn Hills Owner LLC Chrysler & Jeep Vertriebsgesellschaft mbH Auto Receivables Corporation Chrysler Korea Ltd. Autodie LLC (f/k/a/ Mbtech Autodie LLC) Chrysler Lease Receivables 1, Inc Beta Holding LP Chrysler Lease Receivables 2, Inc CarCo Intermediate Holdco I, LLC Chrysler Lease Receivables, L.P. CarCo Intermediate Holdco II, LLC Chrysler Management Austria GmbH CF Elk Grove RE Holdco LLC Chrysler Mexico Investment Holdings Cooperatie CF Tampa RE Holdco LLC U.A. Chrysler Auto Receivables Company Chrysler Mexico Holding, S. de R.L. de C.V. Chrysler Auto WLBVF 2008-1 LLC Chrysler Motors de Venezuela S.A. Chrysler Balloon Depositor I LLC Chrysler Nederland B.V. Chrysler Balloon Depositor II LLC Chrysler Netherlands Distribution B.V. Chrysler CA Lease Depositor LLC Chrysler Netherlands Holding Cooperatie U.A. Chrysler de Venezuela LLC Chrysler New Zealand Limited Chrysler Financial Bank Chrysler Polska sp.zo.o. Chrysler Financial International Services Corporation Chrysler Receivables 1, Inc. Chrysler Financial Services Americas LLC (f/k/a Chrysler Receivables 2, Inc. DaimlerChrysler Financial Services Americas Chrysler Receivables Partnership LLC) Chrysler Russia SAO Chrysler Financial Services Caribbean LLC Chrysler South Africa (Pty) Limited Chrysler Financial Services Mexico, S.A. Chrysler South East Asia Pte. Ltd. Chrysler Financial Services Venezuela LLC Chrysler Sweden AB Chrysler Holding LLC Chrysler UK Limited Chrysler Internacional Holding LLC Chrysler UK Pension Trustees Limited Chrysler Investment Holdings LLC Chrysler "Vienna" BmbH Chrysler Lease Depositor I LLC CNI CV Chrysler Lease Depositor II LLC Fundacion Chrysler de Mexico, I.A.P. Chrysler NCA Lease Depositor LLC Inmuebles Chrysler de Mexico, S.A. de C.V. Chrysler Receivables SPV LLC International Motors and Management S.A.M1 Chrysler Residual Depositor LLC Operadora G.C., S.A. de C.V. Chrysler Residual Holdco LLC Chrysler Retail Depositor II LLC Chrysler Retail Depositor LLC Domestic Joint Ventures of the Debtors Chrysler Servicios Corporations, S.A. de C.V.

Chrysler SPV LLC Global Engine Alliance LLC Chrysler Switzerland GmbH Global Engine Asset Company LLC Chrysler Variable Lease Depositor LLC Global Engine Manufacturing Alliance LLC Chrysler Variable Retail Depositor LLC HP Devco, Inc Chrysler Warranty SPV LLC

Chrysler Wholesale Depositor LLC Foreign Joint Ventures of the Debtors CJD do Brasil Comercio de Veiculos Ltda.. DaimlerChrysler Conduit Receivables LLC Arab American Vehicles Company DaimlerChrysler Financial Services Canada Inc. Chrysler Group Taiwan Sales Ltd. DaimlerChrysler Insurance Agency, Inc. DaimlerChrysler Insurance Company DaimlerChrysler Lease Receivables LLC Other Nondebtor Affiliates DaimlerChrysler Retail Receivables LLC

DaimlerChrysler Revolving Auto Conduit LLC 3208170 Nova Scotia Company DaimlerChrysler Wholesale Receivables LLC 3217924 Nova Scotia Company DCS UTILLC Chrysler Series Alpha Holding LP FinCo Intermediate HoldCo LLC Premier Auto Receivables 1 Foreign nondebtor subsidiary owned for 99% by RouteOne Canada Corp. Chrysler International Corporation and 1% by a third RouteOne LLC party.

- 2 - NYI-4181574v3 Current Managers of Chrysler LLC Louis A. Rhodes Michael J. Ross Gerd T. Becht Gretchen Sonego Jeffrey L. Bleustein Peter A. Weiss James N. Chapman Patrick White Jonathan Gallen Lisa Wicker Kevin P. Genda Paul L. Wolff Thomas Gibson Grant Gregory Recent Former Directors and Managers of W. Brett Ingersoll Chrysler LLC's Predecessor Dev B. Kapadia

Thomas W. LaSorda Günther Fleig Robert L. Nardelli Dr. phil. Rüdiger Grube James E. Press Andreas Renschler Robert G. Warden Eric R. Ridenour George J. Zahringer III Thomas W. Sidlik

Bobo Uebber Current Officers of Chrysler LLC Dr.-Ing. Thomas Weber Dr.-Ing. Dieter Zetsche Frank J. Ewasyshyn Frank O. Klegon Major Business Affiliations of Chrysler LLC's Ronald E. Kolka Directors and Managers Steven J. Landry

Tom W. Lasorda Ableco Finance LLC Michael Manley ACE Aviation Holdings Inc. Robert L. Nardelli Ahab Capital Management James E. Press Ahab Partners, L.P. Nancy A. Rae AerCap Holdings N.V. Current Directors, Managers and Officers of Asbury Automotive Group Debtors other than Chrysler LLC BlueLinx Holdings, Inc. Cerberus Operations and Advisory Company, LLC Peter Arnell Deutsche Bank Securities, Inc. Howard Baron Endura Care, LLC Bruce Coventry Entrecap, LLC Dino DeBortoli Harley-Davidson, Inc. P.W. Dougherty IAP Worldwide Services, Inc. P.R. Eichbauer Ikon Office Solutions, Inc. Frank J. Ewasyshyn Scottish Re Thomas Hausch SkyWorks Leasing, LLC J.A. Heid Talecris Bio Therapeutics, Inc. Richard J. Kasper Tembec, Inc. Frank O. Klegon Ronald E. Kolka Ultimate Owners of the Debtors (Members of Scott G. Kunselman Chrysler Holding LLC) Steven J. Landry

Holly E. Leese Cerberus C.N. Lieber Daimler AG Michael Manley

Richard J. McClellan Jeanne D. Narum Current Trade Names of the Debtors Lawrence J. Oswald A. Petrozzi Chrysler Aspen Barbara J. Pilarski Chrysler Town & Country James Press Chrysler 300 Nancy A. Rae Chrysler Sebring

- 3 - NYI-4181574v3 Chrysler PT Cruiser Greenhill & Co., Inc. Dodge Jones Day Dodge Avenger KPMG LLP Dodge Caliber Pricewaterhouse Coopers Dodge Challenger Schulte Roth & Zabel LLP Dodge Charger Dodge Dakota Professionals for Nondebtor Parties in Interest Dodge Durango

Dodge Grand Caravan Cadwalader Wickersham & Taft LLP Dodge Journey Cleary Gottlieb Steen & Hamilton LLP Dodge Nitro Cohen, Weiss and Simon LLP Dodge Ram Dewey & LeBoeuf LLP Dodge Sprinter Schulte Roth & Zabel LLP Dodge Viper Simpson Thacher & Bartlett LLP Jeep Skadden, Arps, Slate, Meagher & Flom LLP Jeep Commander Sonnenschein Nath & Rosenthal LLP Jeep Compass Venable LLP Jeep Grand Cherokee

Jeep Liberty Jeep Patriot Major Secured Lenders and Jeep Wrangler Administrative Agent Mopar Plymouth Ahab Distressed Ltd. Ahab Distressed, L.P. Ahab Opportunities Ltd. Joint Venture and Strategic Alliance Partners Ahab Opportunities, L.P.

Akanthos Arb Master Fund L.P. Arab Organization for Industrialization Archer Capital Master Fund L.P. Affiliate of China Motors Corp. Arrow Distressed Securities Fund The City of Highland Park Avenue CLO Fund Ltd. Hyundai Motor America Avenue CLO II, Ltd. Magna Drivetrain Holdings America, Inc. Avenue CLO III, Ltd. Mitsubishi Motors Manufacturing of America Inc. Bennett Newstart Factors Mitsubishi Motors North America Inc. Caspian Capital Partners L.P. Nissan Motor Company, Ltd. Caspian Select Credit Master Fund

Cetus Capital LLC Certain Competitors to the Debtors Chase Lincoln Host Bank Citibank N.A. – N.Y. Fiat S.p.A. (party to potential sale transaction) Concordia Institutional Multi-Strategy Ltd. Ford Motor Company Concordia Mac 29 Ltd. Geely Holding Group Concordia Partners L.P. General Motors Corporation Credit Suisse Candlewood SS Mt Honda Motor Company Crescent 1 L.P. Hyundai Motor Company CRS Fund Ltd. Kia Motors Cyrus Opportunities Master Fund II Ltd. Mazda Motor Corporation Cyrus Select Opportunity Master Fund Ltd. Tata Motors Limited Debello Investors LLC Toyota Motor Corporation Deutsche Bank - New York Volkswagen AG Deutsche Bank Trust Co. America Feingold O'Keefe Select Opportunity Master Fund Foxhill Opportunity Master Fund L.P. Debtors' Professionals GGCP Sequoia L.P.

Goldman Sachs Lending Partners Capstone Advisory Group LLC Good Steward Trading Deloitte Tax LLP Group G Partners L.P. Epiq Bankruptcy Solutions, LLC Harbourview CLO 2006-1

- 4 - NYI-4181574v3 IGXG Management LLC Reams - St Luke Episcopal Health System Fund JPMorgan Bank Branch - 0802 Reams - The Mather Found Core PL Kamunting Street Master Fund Ltd. Reams - University of Kentucky Kensington International Ltd. Reams - Ventura County Emp Ret Association Mac Cap Ltd. RGA Reinsurance Co Mariner LDC Royal Bank of Scotland Plc. Merrill Lynch Credit Products LLC Sankaty Cr Opps Off Mtr IV L.P. MFP Partners L.P. Sankaty Credit Opportunity IV L.P. Montana Board of Investments Satellite Senior Income Fund II LLC Morgan Stanley Senior Fund Inc. Satellite Senior Income Fund LLC MSD Value Investments L.P. Schultze Apex Master Fund Ltd. Newstart Factors Inc. Schultze Master Fund Ltd. Oaktree Value Opportunity Fund Holdings Secondary Loan and Distressed OCM Opportunities Fund VII Del. Serengeti Loxodon Onshore I L Omnicom Capital Inc. Serengeti Loxodon Overseas I, Oppenheimer Master Loan Fund LLC Seven Bridges Master Fund Ltd. Oppenheimer Senior Floating Rate Fund SOF Inv, L.P. Pentwater Growth Fund Ltd. Springfield Assoc LLC Perella Weinberg Ptr Xerion Mt Stairway Cap Mgmt II L.P. Quattro Special Situations LLC Stichting Pensioenfonds Abp Quattro-Distressed Sur + Spec Sunrise Parts Ltd. Part Reams - Board of Pennsylvania Presbyterian TCW Absolute Return Credit Fund Reams - Children's Hospital Philadelphia TCW Shared Opp Fund V, L.P. Reams - Connecticut General Life Insurance Co. TCW Sr Secured Ln Fund L.P. Reams - Employee Retirement System of the City Teak Hill Mtr Fund L.P. Reams - Goldman Core Plus Fixed Ulysses Partners L.P. Reams - Halliburton Company U.S. Treasury Reams - Kraft Foods Master Ret Varde Invest Partners L.P. Reams - Los Angeles Fire and Police Wexford Catalyst Investors Reams - Reichhold, Inc. Wexford Spectrum Investors LLC Reams - Retirement Board of the PRK Empire XX Ocm Opp Fund VIIB Delaware Reams - Rotary International Foundation XX-Credit Suisse Candlewood Pr Reams - City of Montgomery AL Employee XX-Stone Lion Portfolio L.P. Retirement Yale University C/O MFP Invest Reams - Indiana State Police Pension Trust York Capital Management Reams - Indiana State Teachers Retirement Fund Reams - Louisiana Carp Reg Cnc P Holders of Second Lien Debt Reams - Muni Emp Ret Sys Michigan

Reams - Trustees of Indiana University Cerberus Capital Management, L.P. Reams - American President Lines Ltd. DaimlerChrysler North America Finance Corporation Reams - Bill & Melinda Gates Foundation Madeleine L.L.C. Reams - Building Trds Un Pen Trust

Reams - Carp Pen Fund IL Reams - Columbus Ext Market Fund LLC Certain of the Debtors' Contingent Guaranty Reams - Eight Dist Elec Pen Fund Creditors Reams - Employee Retirement System of Baltimore County BAWAG P.S.K. Bank fur Arbeit und Wirtschaft und Reams - Frontegra Col Core Pl Fund Osterreichische Postsparkasse Aktiengesellschaft Reams - Health Care Foundation of Kansas Reams - Indiana Major Move Construction Reams - Inter LC Pension Fund Graphic Co Debtors' Depository and Disbursement Banks

Reams - Laboratory Corp of US HL Banco de Venezuela Grupo Santander Reams - Prudential Ret Ins & Ann Reams - Santa Barbara County Emp R Banesco Banco Universal S.A.C.A. Bank of America, N.A. Reams - Seattle City Employee Retirement BBVA Provincial Reams - Sonoma County Emp Ret Association

- 5 - NYI-4181574v3 Citibank, N.A. Xerox Corporation Comerica Bank Certain of the Debtors' Major Retail Dealers Fifth Third Bank

JPMorgan Chase Bank, N.A. (f/k/a Bank One) Allen Samuels Dodge KeyBank, N.A. Arrigo Dodge Chrysler Jeep Mercantil CA Banco Universal Avondale Dodge National Australia Bank Ltd. Baxter Chrysler Jeep Dodge National City Bill Snethkamp Inc. Royal Bank of Canada Birmingham Chrysler Plymouth Jeep Eagle

Bonham Chrysler

Brunswick Auto Mart Inc. Debtors' Major Fleet Customers Charlie's Dodge Inc. Chris Nikel Chrysler Jeep Dodge 3M Company – Fleet Administration Colonial Dodge Inc. Abbott Laboratories Dallas Dodge Chrysler Jeep Advantage Rent A Car Dave Smith Motors Alamo Rent A Car David Stanley Dodge LLC Allstate Insurance Company Dick Huvaere's Richmond Chrysler Avis Budget Group, Inc. Franklin Sussex Auto Mall Inc. Avis Rent A Car System, LLC Galeana's Van Dyke Dodge B.L.D. Atlanta Gary Barbera's Autoland, USA Barco Rent A Truck Golling Chrysler Jeep Dodge, Inc. Beckman Coulter, Inc. Integrity Chrysler Jeep Dodge Dollar Rent A Car, Inc. Jacksonville Chrysler Jeep Dodge Dollar Thrifty Automotive Group, Inc. Jeff D'ambrosio Chrysler Jeep Eaton Corporation Jim Riehl's Friendly Chrysler Jeep Inc. Ecolab Ken Garff West Valley Chrysler Enterprise Rent-A-Car Landmark Dodge Chrysler Jeep Emerson Electric Company Larry H Miller Chrysler Jeep Dodge Fastenal Company Meadowbrook Dodge Inc. FIG Leasing Company Monicatti Chrysler Jeep Sales Forest Pharmaceuticals, Inc. Mt Clemens Dodge Inc. Fox Rent A Car Orchard Chrysler Dodge-Jeep Inc. General Electric Company Parkway Chrysler-Jeep, Inc. G.E. Fleet Council Power Chrysler Jeep Dodge Liberty Mutual Randall Noe Chrysler Dodge Inc. Miller Industries, Inc. Reedman Toll Auto World National Car Rental Rochester Hills Chrysler-Jeep Inc. NCR Corporation Roseville Chrysler Jeep Inc. Pepsico, Inc. Royal Gate Dodge Chrysler Jeep Philips Electronics North America Shuman Motor Sales Inc. Philip Morris USA Southfield Chrysler Plymouth Jeep Quest Diagnostics Spring Chrysler Jeep Dodge, Inc. Royal Sterling Heights Dodge Inc. Ryder Truck Rental Stew Hansen Dodge City Jeep Siemens Shared Services Suburban Chrysler Jeep Dodge Steris Corporation Telegraph Chrysler Jeep, Inc. Takeda Pharmaceuticals Tomball Dodge Chrysler Jeep The Hertz Corporation Tyson Motor Corporation Thrifty, Inc. Warnock Dodge Chrysler Jeep Triangle Rent A Car Westbury Jeep Chrysler Dodge, Inc. United Rentals Inc. Woodhouse Chrysler Jeep Dodge Vanguard Car Rental USA, Inc. Yark Chrysler-Jeep VPSI, Incorporated Weatherford U.S., Inc.

- 6 - NYI-4181574v3 Debtors' Major Suppliers Illinois Tool Works Inc. Industrial Group / Vari-Form Inc. A1 Specialized Services Inergy Auto Systems USA LLC ABB Asea Brown Boveri Ltd. International Auto Components Group NA Inc. ABC Group-Canada Ispat International NV Aerotek Inc. IWKA A.G. AK Steel Corporation Jatco Ltd. Alberici Constructors Inc. Johnson Controls Inc. Alcoa Inc. Johnson Matthey Plc. Aleris International Inc. L & W Engineering Company American Axle & Manufacturing Inc. Lear Corporation Arcelormittal Burns Harbor LLC Linamar Corporation ArvinMeritor OE, LLC Magna International Asahi Tec Corp. Mahle Gmbh Autoliv Martinrea International Inc. AZ Automotive Corp Meridian Automotive Systems Behr Gmbh Metaldyne Corp. Benteler-AG Mitsubishi Electric Auto America Borg-Warner Automotive Inc. Narmco Group The Bridgestone Corporation Nemak S-A Brose Fahrzeugteile Gmbh & Co. Nippon Cable Sys Inc Ak Hilex Corp Cadence Innovation LLC Noble International Ltd. Collins & Aikman Products Co. Norilsk Nickel USA Continental AG NTN Bearing Corporation of America Cooper-Standard Automotive Paulstra Corporation Cummins Engine Company Inc. Penske Corporation Daimlerchrysler AG PPG Industries Inc. Daimlerchrysler Berlin Werks Prime Wheel Corporation Daimlerchrysler Do Brazil Ltda. Promotora De Empresas Zano Sadecv Dana Holding Company f/k/a Dana Corporation Robert Bosch Gmbh Dearborn Mid-West Conveyor Co. Schaeffler Group USA Inc. Delphi Automotive Systems Severstal North America Inc. Denso Corporation Sirius Satellite Radio - P A B Dicastal Wheel Manufacturing Co. SKD Automotive Group LP Dofasco Inc. Stelco Inc. Dura Automotive Systems Inc. Superior Industries International Inc. Eaton Corporation Syncreon Canada Inc. Eberspaecher North America Inc, Takata Corporation Eisenwark Bruehl Gmbh Teksid Aluminum North America Emcon Technologies LLC Tenneco Inc. Faurecia Textron Inc. Federal-Mogul Corporation Thyssen Krupp AG Fiat S P A Ti Group Automotive Systems LLC Flex-N-Gate Corporation The Timken Company French J L Corporation Tomkins Plc Gestamp-Alabama Inc. Total S.A. Getrag Getriebe-Undzahnradfabrik Tower Automotive Inc. Global Automotive Systems LLC TRW Inc. Goodyear Tire & Rubber Tupy S A Grupo Antolin North America Inc. U.S. Steel Guardian Industries Corporation Valeo S A Harman International Industries Visteon Corporation HBPO North America Inc. Volkswagen AG Henkel Kgaa, n/k/a Henkel AG & Co. Kgaa Worthington Industries Inc. Hylsa S.A. De C.V. Yazaki Corporation Hyundai Mobis Yazaki North America

- 7 - NYI-4181574v3 Yokohama Rubber Company HUSCO Automotive LLC ZF Friedrichshafen AG Hwaseung R&A Co., Ltd. Hydro Aluminum Automotive Inergy Automotive Systems LLC Other Suppliers and Vendors to the Debtors International Spring Co./ Warnock Spring Co.

Jatco USA Ltd. ABC Group, Inc. Jervis B. Webb Company Acemco Automotive Jiffy-tite, Co. Adco Products, Inc. Kamax LP Advanced Accessory Systems, LLC Karman USA A.G. Simpson Katayama American Co., Inc. Aisin World Corp. of America Kautex Textron GmbH & Co. Akebono Brake Corporation Kongsberg Automotive Alfing Corporation KS Centoco Wheel Corporation Allevard Rejna Autosuspensions LuK USA LLC Altair Engineering Mahle Industries, Inc. Android Industries, LLC Mann+Hummel USA, Inc. Atlas Tube May & Scofield Automotive Corporation Meridian Lightweight Technologies, Inc. Benteler Automotive Corporation Metalsa Brose North America Inc. Methode Electronics, Inc. Cascade Engineering, Inc. MNP Corporation Cartus Corporation Modine Manufacturing Company Citation Corporation Mubea, Inc. Cold Heading Company MVS Saegertown Compass Automotive Group NetShape International, LLC Concept Industries New Mather Metals, Inc. Contech U.S. NSK Corporation Continental Automotive Systems NSK Steering Systems NA Cooper-Standard Automotive NTN Bearing Corporation of America Court Valve Company, Inc. OEM Miller, Division of HOLM Industries, Inc. CTS Corporation Omnicom/BBDO Daido Metal USA, Inc. Panasonic Automotive Systems Company of America Daido Metal Bellefontaine, L.L.C. Pilkington North America, Inc. The Deshler Group Pittsburgh Glass Works (PGW) Dynax Corporation Prestige Stamping Eberspaecher North America, Inc. Pretty Products LLC Eftec North America Purolator Filters NA LLC Electrical Components International Rotor Clip Co., Inc. ElringKlinger North America, Inc. Roush Industries Exxon Mobile Saturn Electronics & Engineering, Inc. FAG Schaeffler Skyway Precision, Inc. Faurecia Exhaust Systems, Inc. SL-America Corporation Flextronics Automotive Inc. Standard Thomson Corporation Formtech Industries LLC Stant Corporation FTE Automotive Techform Products, Ltd. Future Die Cast & Engineering, Inc. Tellurex Corporation GHSP Tinnerman Connection Engineering GKN Driveline Tool-Plas Systems GKN Sinter Metals TOPY America, Inc. GP Innovative Machining & Assembly TRW Automotive Grupo Antolin North America, Inc. Vibration Control Technologies, LLC Hankook Tire Co. Ltd. Vector CANtech GmbH Harman Becker Automotive Systems, Inc. Webasto Roof Systems Henkel Corporation Wescast Industries Inc. HP Pelzer Automotive Systems, Inc. ZF Group North American Operations, Inc.

- 8 - NYI-4181574v3 The Debtors' 50 Largest Unsecured Creditors as Issuers of Letters of Credit/Lines of Credit Identified in the Debtors' Chapter 11 Petitions Bank of Nova Scotia (a/k/a Scotia Bank) AK Steel Corporation Fifth Third Bank, Inc. Arcelormittal Burns Harbor LLC JPMorgan Chase Bank, N.A. Autoliv ASP Inc. Royal Bank of Canada BBDO Detroit Inc. Borg Warner Emissions/Thermal Systems Counterparties to Derivative Agreements Bridgewater Interiors LLC

Caravan/Knight Facilities Mgt. Barclays Bank PLC Comau Inc. Citibank, N.A. Computer Sciences Corporation Fifth Third Bank, Inc. Continental Automotive Guadalajara J. Aron & Company Continental Automotive Huntsville JPMorgan Chase Bank, N.A. Continental Teves Royal Bank of Canada Cosma International Group Canada Standard Bank PLC Cummins Engine Company Inc. The Goldman Sachs Group, Inc. Decoma Team Systems

Denso International America Inc. Diesel Recon Company Division The Debtor' Major Lessors and Related Entities Faurecia Auto Seating Inc. Flex-n-Gate Corporation Alexander Capital Corporation Gaggeneau Plant American Bank Leasing Germersheim Spare Parts Atel GT Technologies Inc. Atel Capital Equipment Fund XI LLC Harman/Becker Automotive Systems BAL Global Finance LLC Hi Lex Controls Bank Financial FSB Johnson Controls Inc. Bank of Lincolnwood Kuka Toledo Production Operations BLX13 Inc. Magna Powertrain Inc. Bombardier Capital Inc. Magna Steyr LLC CAI Lease Securitization – II Corporation Mahar Tool Supply Company Inc. Canal Air, LLC Mayco Internacional Capital Associates International MBTech Autodie LLC Capital Preferred Yield Fund III Metalsa S.A. de C.V. Capital Preferred Yield fund IV Nemak S.A. Capricorn Canada Ltd. New Process Gear Division Capricorn International Nippei Toyoma Corp. c/o NTC America Capricorn International Group LLC Ohio Module Mfg. Co. LLC CCA Financial Inc. Prime Wheel Corporation CCA Financial LLC Robert Bosch Corporation CSA Financial Corp. Shell Oil Products U.S. De Lage Landen Financial Services Tata America International Corp. Equis Financial Group Temic Automotive of North America First Bank of Highland Park The Wackenhut Corporation First Eagle National Bank The Worthington Steel Company First Fleet Corporation TRW Delplas S.A. de C.V. GATX Technology United States Steel Corporation GE Capital Corporation Valiant International Inc. Guaranty Capital Corporation Varity Kelsey-Hayes Hitachi Capital America Corporation (f/k/a Hitachi Venchurs Packaging Inc. Credit America Corporation) Visteon Corporation HSH – Nordbank AG Yazaki North America Huntington National Bank IBM Global Financing LaSalle Systems Leasing Inc. Liberty Federal Savings Bank

- 9 - NYI-4181574v3 Macquarie Equipment Finance LLC Common Carriers, Customs Brokers and Manufacturers Equipment Leasing Warehousemen to the Debtors MB Financial Bank Mellon US Leasing Alliance Shippers Minority Alliance Capital APL Logistics Minority Alliance Capital LLC – Atel B&W Cartage NAB Bank Burlington Northern Santa Fe NEXCAP Finance Corporation Canadian National NOOR Leasing Corporation Canadian Pacific Paramount Bank Cannon Freight Systems, Inc. Park National Bank Ceva PNC Leasing Chopper Express, Inc. d/b/a Chopper 79 Logistics Renaissance Capital Alliance Churchill Transport Sentry Financial Corporation Cimarron Express, Inc. Siemens Financial Services Inc. Cordell Transportation Co. LLC Summit Funding Group Inc. CSX Transportation Sun Trust Leasing Corporation Eldorado Logistics Systems, Inc. TCF Leasing Inc. Exel Logistics Tech Team Capital Group Inc. Express Carriers Tennessee Commerce Bank Falcon Transport The CIT Group Fourteenth Avenue Cartage Co., Inc. UPS Capital Corp. Freight Masters US Bancorp Equipment Finance Gonzalez Torres Varilease Corporation Hapag-Lloyd Hoegh Autoliners JB Hunt Parties to Collective Bargaining Agreements JDC Logistics

K Line International Association of Machinists and Kansas City Southern de Mexico Aerospace Workers LandStar Ranger International Union of Operating Engineers Logistics Insights Teamsters Martin Transport The International Union, United Automobile, Mediterranean Shipping Company (USA), Inc. Aerospace and Agricultural Implement Workers Norfolk Southern of America (a/k/a the United Auto Workers Penske Logistics (UAW)) Ram Contract United Plant Guard Workers of America Rush Trucking

Ryder System, Inc. Parties to Other Significant Contracts Sandler Travisbb Schneider International CG Investor, LLC Seglo S.A. de C.V. (SEGLO) CG Investment Group LLC Swift Transportation Chrysler Financial Services Americas LLC Synchreon (f/k/a TDS) The City of Fenton Thompson (FTI) DaimlerChrysler AG (n/k/a Daimler AG) TNT Contract Logistics (n/k/a CEVA Logistics) DaimlerChrysler North America Finance Corporation Top Flite DaimlerChrysler Holding Corporation Triple Crown Services Kuka Toledo Production Operations LLC TV Minority Magna Steyr L.L.C. d/b/a Magna Steyr North Union Pacific Railroad America Toledo Paint Facility Verspeeten Cartage Valeo, Inc. Wallenius Williams Idustrial Service, Inc. ZF Friedrichschafen AG Parties to Significant Litigation with the Debtors

Maria Angelina Alvardo Celaya

- 10 - NYI-4181574v3 Natasha and Nicole Austin Kathy Waggoner Mireille Brosset Thomas W. Williams Shirleen P. Brown John Wysong Alvita Byrd Parties to Material License Agreements and Carolyn Carlson Permits Robert J. Conley

William M. Coulter AgentWare Systems, Inc. Theodore G. Courter Aisin Seiki Co. Ltd Stephen M. Cullen Aisin World Corporation of America Ronnie Eugene Denton American Society of Composers, Authors and Timber Dick Publishers Douglas Domel ANSYS, Inc. Bryan Donnelly Arab American Vehicles Company Elizabeth C. Duhai Banc of America Leasing & Capital, LLC James Engelbrecht China Motor Corporation Jeremy Flax Chrysler Financial Company, LLC GETRAG Transmission Manufacturing, LLC Computer Associates International, Inc. GETRAG International GmbH ETAS, Inc. GETRAG Getriebe und Zahnradfabrik Hermann FileNet Corporation Hagenmeyer GmbH & Cie KG Haden Prism, LLC James Gibbs Haden Environmental Corporation Irma Gonzalez Haden Schweitzer Corporation August & Juli Guillot Haden Inc. Patricia Harman Haden International Group Gregory Hockerman International Business Machines Corporation Melinda Holm KANA Software, Inc. Charles T. Houck Mercury Interactive Corporation Renee Howard Microsoft Corporation Gregg Katz Motion Picture Licensing Corporation Kenneth E. Kerr, Sr. Netegrity, Inc. Donia Kerrigan Oracle Corporation Armin Kososki Oracle USA, Inc. Kimberly Kwist Pelyco Systems Corp. Pamela Lynn Lawson PeopleSoft, Inc. Lisa Magro Right Hemisphere Limited Jose Luis Maya SAP AG Michael Maybaum SESAC, Inc. Mister Car Wash Southwest Research Instituted Gilbert Mohr Sybase, Inc. Dario Omar Morales Unica Corporation Joline Morrison Wall Data, Inc. Adrianna Mraz Wily Technology, Inc. Joseph P. and Patricia Murphy WIT, Inc. Hiep Thi Nguyen

Arthur Oliver Michael Osborn, Sr. Major Insurers and Insurance Brokers of the James Pleak, Sr. Debtors Kimberly J. Schute Stuart Ira Seidner ACE Limited Buddy Shiver American International Group Katharine R. Simpson AIG Casualty Co. Connor Packston Smith AIG Cat Excess Liability Brent Thornley American International Specialty Lines Insurance Ivon Toe Company Justin P. Toronyi AON Corporation Lee Trammell Arch Insurance Company

- 11 - NYI-4181574v3 Allied World Assurance Company Limited Linda A. Riffkin AXIS Capital (a/k/a AXIS Group of Companies) Paul K. Schwartzberg Chubb Group of Insurance Companies Andy Velez-Rivera Endurance Specialty Insurance Ltd. Greg M. Zipes Freedom Specialty Insurance Hartford Financial Services HCC Insurance Holdings, Inc. Home Insurance Company Houston Casualty Co. Insurance Company of the State of Pennsylvania International Aerospace Insurance Services, Inc. Ironshore Insurance Lexington Insurance Company Liberty Mutual Group, Marsh & McLennan Companies, Inc. National Union Insurance Group Inc. RSA Insurance Group plc Swiss Re Willis Group Holdings Limited XL Insurance Company Ltd. Zurich Financial Services

Major Benefits Administrators

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

Bankruptcy Judges for the Southern District of New York

Chief Judge Stuart M. Bernstein Judge Prudence Carter Beatty Judge Robert Drain Judge Robert E. Gerber Judge Martin Glenn Judge Arthur J. Gonzalez Judge Allan L. Gropper Judge Adlai S. Hardin Jr. Judge Burton R. Lifland Judge Cecelia G. Morris Judge James M. Peck

The Attorneys for the United States Trustee's Office for the Southern District of New York

Tracy Hope Davis Nadkarni Joseph Nazar Khodorovsky Marylou Martin Anna M. Martinez Brian S. Masumoto Richard C. Morrissey Serene Nakano

- 12 - NYI-4181574v3

SCHEDULE 2 TO ROBINS DECLARATION

Name of Entity Relationship to Debtors Relationship to Greenhill

Business Affiliate of Chrysler LLC Directors and Managers/Owner (Member of Unrelated engagements in Cerberus Chrysler Holding 2004 and 2005 LLC)/Holder of Second Lien Debt Business Affiliate of Chrysler Ikon Office Solutions, Inc. Vendor LLC Directors and Managers

Sonnenschein Nath & Professional for Non-Debtor Vendor (2005 and prior) Rosenthal LLP Party-in-Interest

Secured Lender and Administrative Client on unrelated matters; Agent/Counterparty to Citibank, N.A. Lender for U.S. private equity Derivative fund Agreements/Depository and Disbursement Bank

Secured Lender and Lender for U.K. private equity Royal Bank of Scotland Plc. Administrative Agent fund

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

Depository and Disbursement Bank/Issuer of Line or Letter Vendor; Holder of Canadian Royal Bank of Canada of Credit/Counterparty to cash accounts Derivative Agreements

Representation of Pension Benefit Guaranty Corporation Delphi Automotive Systems Supplier in Delphi bankruptcy proceedings

Secured Lender and Administrative Vendor; Underwriter of past Goldman Sachs Agent/Counterparty to offerings Derivate Agreements

NYI-4181574v3 Hapag-Lloyd Common Carrier Client on unrelated matters

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

Blue Cross Blue Shield Benefits Administrator Vendor

Deloitte Tax LLP Debtors’ Professionals Vendor

- 2 - NYI-4181574v3

EXHIBIT C (Proposed Order)

NYI-4181574v3

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

FINAL ORDER PURSUANT TO BANKRUPTCY RULE 2014(a) AND SECTIONS 327(a) AND 328(a) OF THE BANKRUPTCY CODE FOR AUTHORIZATION TO EMPLOY AND RETAIN GREENHILL & CO., LLC AS INVESTMENT BANKER FOR THE DEBTORS, NUNC PRO TUNC TO THE PETITION DATE

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

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

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

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

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

Co., LLC (“Greenhill”) as their investment banker pursuant to the terms of that certain engagement letter, dated April 23, 2009 (the “Greenhill Agreement”), a copy of which is attached as Exhibit “A” to the Application, and upon the Declaration of Bradley A. Robins, the

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

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

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

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

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

NYI-4181574v3 the matters for which Greenhill is to be retained by the Debtors, as required by section 327(a) of

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

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

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

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

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

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

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

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

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

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

sufficient cause appearing therefor, it is hereby ORDERED that:

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

nunc pro tunc to the Petition Date.

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

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

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

Greenhill Agreement.

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

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

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

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

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

- 2 - NYI-4181574v3 (as defined in the Greenhill Agreement) on which Greenhill has delivered an Opinion (as defined

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

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

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

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

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

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

expenses of legal counsel.

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

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

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

Greenhill to the Debtors, each month Greenhill will file a schedule that identifies those professionals which have provided services on behalf of the Debtors and that provides a general description of the services performed by such professionals.

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

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

and such procedures as may be fixed by the Court.

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

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

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

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

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

- 3 - NYI-4181574v3 10. The Debtors are authorized to indemnify and hold harmless Greenhill and its affiliates, their respective officers, directors, employees, agents and each other entity or person, if any, controlling Greenhill or any of its affiliates, and each of their respective successors and assignees pursuant to the indemnification provisions of the Greenhill Agreement.

11. The Debtors are authorized to take all actions necessary to effectuate the relief granted pursuant to this Order in accordance with the Application.

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

13. This Court shall retain jurisdiction to hear and determine all matters arising from the implementation of this Order.

Dated: New York, New York , 2009

UNITED STATES BANKRUPTCY JUDGE

- 4 - NYI-4181574v3