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

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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 non- debtor affiliates, “Chrysler”), submit this application (the “Application”) for authorization to employ and retain Greenhill & Co., LLC (“Greenhill”) as investment banker for the Debtors, nunc pro tunc to the Petition Date (as defined below), and respectfully represent as follows: Relief Requested1 1. By this Application, the Debtors request, pursuant to sections 327(a) and 328(a) of title 11 of the United States Code (the “Bankruptcy Code”) and Rules 2014 and 2016 of the Federal Rules of Bankruptcy Procedure (“Bankruptcy Rules”), that the Court authorize the Debtors to employ and retain Greenhill as investment banker for the Debtors, nunc pro tunc to the Petition Date. The terms and conditions of Greenhill’s proposed retention by the Debtors are set forth in that certain engagement letter between the Debtors and Greenhill, dated April 23, 2009 (the “Greenhill Agreement”), a copy of which is attached hereto as Exhibit “A” and incorporated by reference herein. The facts and circumstances supporting the Application are set forth in the Declaration of Bradley A. Robins, dated May 6, 2009 (the “Robins Declaration”), a copy of which is attached hereto as Exhibit “B”. 2. The Debtors believe that Greenhill’s retention should be approved because its services are required, Greenhill is highly qualified and disinterested, and the terms of its retention are fair. A proposed order (the “Proposed Order”) is attached hereto as Exhibit "C." 1 A detailed description of the events leading up to this chapter 11 filing is set forth more fully in the Declaration of Ronald E. Kolka in Support of First Day Pleadings, filed on April 30, 2009, the date the Debtors filed their chapter 11 petitions (the “Petition Date”). NYI-4181574v3 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.
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