WHITE & CASE LLP

1155 Avenue of the Americas

New York, New York 10036-2787
(212) 819-8200
Glenn M. Kurtz
Gerard H. Uzzi

Wachovia Financial Center, Suite 4900

200 South Biscayne Blvd.
Miami, Florida 33131
(305) 371-2700
Thomas E Lauria (admitted pro hac vice)

ATTORNEYS FOR THE CHRYSLER

NON-TARP LENDERS

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

)
In re ) Chapter 11
)
CHRYSLER, LLC, et al., ) Case No. 09-50002-AJG
) Jointly Administered
Debtors. )
)

VERIFIED STATEMENT OF WHITE & CASE LLP

PURSUANT TO BANKRUPTCY RULE 2019

White & Case LLP (“White & Case”) represents the creditors and parties in

interest identified below in the above-captioned chapter 11 cases (the “Chapter 11 Cases”) of

Chrysler, LLC (“Chrysler”) and certain of its affiliates (collectively with Chrysler, the

“Debtors”), and pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”), states as follows:

1. White & Case is an international law firm that maintains its principle

office at 1155 Avenue of the Americas, New York, New York 10036, and numerous additional

offices throughout the United States and worldwide.

NEWYORK 7140707 (2K)

 2. White & Case serves as counsel to the Chrysler Non-TARP Lenders,

consisting of certain unaffiliated lenders under that certain First Lien Credit Agreement, dated as

of August 3, 2007 (as may have been amended or supplemented, the “Senior Credit Agreement”)

among Chrysler and certain of its affiliates, as borrowers, JPMorgan Chase, as administrative

agent, and certain lenders party thereto from time to time (the “Senior Lenders”), under which

the Senior Lenders are owed $6.9 billion (the “Senior Debt”). The names and addresses of each

of the Chrysler Non-TARP Lenders are set forth on Exhibit A attached hereto.

3. White & Case has represented, at various times prior to today, other

Senior Lenders who have elected for various reasons to withdraw from the Chrysler Non-TARP

Lenders, and is aware of other Senior Lenders who have not consented to the current proposal

made by the Debtors to the Senior Lenders but who have declined to join the Chrysler Non-

TARP Lenders, as a consequence of concerns stemming from publicity of these chapter 11 cases.

Each of the Chrysler Non-TARP Lenders will lose money for their investors based on the current

proposal made by the Debtors to the Senior Lenders.

4. None of the Chrysler Non-TARP Lenders hold any credit default swaps or

hedges with respect to their holdings of Senior Debt.

5. As of the date hereof, each of the Chrysler Non-TARP Lenders is a holder,

or investment advisor to a holder, of the Senior Debt. White & Case has been advised by the

Chrysler Non-TARP Lenders that, as of the date hereof, they collectively are the beneficial

owner of, or the holder or manager of, various accounts with investment authority, contractual

authority or voting authority for more than $295,000,000 principal amount of the Senior Debt.

The terms of White & Case’s engagement by the Chrysler Non-TARP Lenders are set forth in

the Agreement of the Chrysler CarCo Lenders Group, which is attached as Exhibit B.

NEWYORK 7140707 (2K) -2-

 6. Although the Chrysler Non-TARP Lenders have hired White & Case to

represent their interests and to enable their voices to be heard more effectively and efficiently as

a group, each of the Chrysler Non-TARP Lenders makes its own decisions as to how it wishes to

proceed and does not speak for, or on behalf of, any other creditor, including the other Chrysler

Non-TARP Lenders in their individual capacities.

7. White & Case does not own any claims against or equity interests in any

of the Debtors.

8. In the event that White & Case undertakes additional representation of

other clients in these Chapter 11 Cases, this statement shall be supplemented in accordance with

Bankruptcy Rule 2019.

Dated: May 6, 2009

WHITE & CASE LLP

1155 Avenue of the Americas
New York, New York 10036-2787
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Glenn M. Kurtz

By: _/s/ Gerard H. Uzzi_____________

Gerard H. Uzzi

Wachovia Financial Center

200 South Biscayne Boulevard, 49th Floor
Miami, Florida 33131
Telephone: (305) 371-2700
Facsimile: (305) 358-5744
Thomas E Lauria (admitted pro hac vice)

ATTORNEYS FOR THE

CHRYSLER NON-TARP LENDERS

NEWYORK 7140707 (2K) -3-

 VERIFICATION

I, Gerard H. Uzzi, a member of White & Case LLP, a law firm with offices at 1155

Avenue of the Americas, New York, New York, 10036, declare under penalty of perjury that I

have read the foregoing Verified Statement of White & Case LLP Pursuant to Bankruptcy Rule

2019 and that it is true and correct to the best of my knowledge, information and belief.

Executed on May 6, 2009 By: _/s/ Gerard H. Uzzi_____________

Gerard H. Uzzi

NEWYORK 7140707 (2K) -4-

 Exhibit A

The Chrysler Non-TARP Lenders are as follows:

Holders Address

Schultze Master Fund Ltd. 3000 Westchester Avenue, Ste. 204

Purchase, NY 10577

Arrow Distressed Securities Fund 3000 Westchester Avenue, Ste. 204

Purchase, NY 10577

Schultze Apex Master Fund 3000 Westchester Avenue, Ste. 204

Purchase, NY 10577

Stairway Capital Management II, L.P. 519 RXR Plaza

Uniondale, NY 11556

Group G Partners LP 800 Third Avenue, 23rd Floor

New York, NY 10022

GGCP Sequoia L.P. 800 Third Avenue, 23rd Floor

New York, NY 10022

Oppenheimer Senior Floating Rate Two World Financial Center

Fund 225 Liberty Street
New York, NY 10281

Oppenheimer Master Loan Fund LLC Two World Financial Center

225 Liberty Street
New York, NY 10281

Foxhill Opportunity Master Fund, LP 502 Carnegie Center

Princeton, NJ 08540

Approximate Aggregate Holdings: $295,000,000.00

NEWYORK 7140707 (2K)

 Exhibit B

MIAMI 819415 (2K)

 AGREEMENT OF THE CHRYSLER
CARCO LENDERS GROUP

I. The Lenders Group

1.1 The “Chrysler CarCo Lenders Group” or the “Group” is comprised of the

signatories hereto, as modified by resignations, additions or replacements of the signatories

hereto (each, a “Participant”), each of which is a lender of that certain first lien secured debt

issued by Chrysler LLC (“Chrysler CarCo Debt”), and that, as a result, hold claims against

Chrysler LLC (“Chrysler”).

II. Participation

2.1 Any Participant may be represented at a Group meeting by one or more

designated individuals (each a “Representative”). A Representative, who may be an employee,

partner, officer or inside or outside attorney of a Participant, may be appointed or removed by

any Participant by written notice to the Chairperson (as defined in section 5.1 hereof). The

provisions of this paragraph also apply to subcommittee meetings.

2.2 If a Participant assigns, sells, or otherwise transfers all of its Chrysler

CarCo Debt to another entity, such Participant shall no longer be eligible to participate in the

Group. Any Participant who fails to abide by the terms of this Agreement may be disqualified

from further Participation in the Group.

III. Steering Group

3.1 The Steering Group of the Chrysler CarCo Lenders Group (the “Steering

Group”) shall be composed of up to 3 Participants (or such other number to which a majority of

the Participants might agree) who volunteer to participate on the Steering Group (each, a

“Steering Group Participant”). The initial Steering Group Participants shall include the

following signatories hereto: Stairway Capital and Oppenheimer Funds Inc.

MIAMI 819415 (2K) 2

IV. Meetings

4.1 A Group meeting may be held in person, by telephone conference call, or

by a combination of the two, as shall be determined by the Chairperson, and shall require a

quorum (as defined in section 4.4 hereof) at the beginning of the meeting.

4.2 Meetings of the Chrysler CarCo Lenders Group can be called by any

Participant or counsel to the Group (“Counsel”) on at least two (2) day’s notice to each

Participant; provided, that if, in the reasonable discretion of the Chairperson or Counsel, an

emergency occurs requiring action, the Chairperson or Counsel may call a meeting on at least

two (2) hours notice, if at all practicable.

4.3 A Participant may vote through its Representative or by written proxy.

Proxies, however, shall not be counted for the purpose of establishing a quorum. A proxy shall

be in writing, signed by the Representative of a Participant and specify the particular issue or

issues to which it pertains.

4.4 Action by the Group may be taken only during a duly constituted meeting

at which a quorum is present (except as provided in section 4.7 hereof) and shall require the

affirmative vote of a simple majority of the Participants participating in such meeting and

entitled to vote in person or by proxy. A “quorum” shall exist if (1) a simple majority of the

Group and (2) a simple majority of the Steering Group are both present. Amendment of any

section of this Agreement other than this section 4.4 shall require an affirmative vote of (1) each

Steering Group Participant participating in such meeting and (2) a simple majority of the

Participants participating in such meeting and entitled to vote. Amendment of this section 4.4

shall require a unanimous vote of all the Participants. The Chairperson shall tally and record the

votes of the Participants voting. The Chairperson’s determination of the vote of the Group with

MIAMI 819415 (2K) 3

respect to any matter shall be final.

4.5 The agenda for regularly scheduled meetings shall be prepared by the

Chairperson with advice of Counsel. Steering Group Participants may suggest agenda items to

the Chairperson or Counsel at any time, although Participants should use their best efforts to

submit such suggestions at least one day before the scheduled meeting. Where feasible, the

agenda shall be sent to the Participants and their counsel prior to the scheduled meeting.

4.6 Due to the sensitive nature of matters that may be discussed by the Group,

meetings of the Group shall not be open to persons other than Participants, including their

Representatives and counsel, and professionals employed by the Group; provided, that the Group

may, in its discretion, permit other persons to attend for special, limited purposes or as ex officio

Participants. Participants and all other persons attending Group meetings shall take all

appropriate measures to preserve the confidentiality of all matters discussed at Group meetings.

V. The Functions of the Chrysler CarCo Lenders Group

5.1 The Group may determine to take such action as it determines to be

appropriate, including but not limited to the following:

(a) select and employ attorneys, financial advisors, accountants, or other

advisors, experts and agents to represent and perform services and assist in

the exercise of the powers and duties of the Group;

(b) in the event that Chrysler and/or any of its affiliates commences

insolvency proceedings in the U.S. or any other jurisdiction (“Insolvency

Proceedings”), consult with Chrysler or any of its affiliates, any Official

Committee of Unsecured Creditors (or similar official creditors group) of

Chrysler or any of its affiliates, any other person appointed by the United

MIAMI 819415 (2K) 4

 States Trustee (or similar government official) or a court of competent

jurisdiction administering such Insolvency Proceedings, or any other

creditor or party in interest in such Insolvency Proceedings;

(c) engage in discussions and negotiations regarding a potential restructuring

of the Company’s debt outside of or in contemplation of formal

Insolvency Proceedings;

(d) investigate the acts, conduct, assets, liabilities, operations, and financial

condition of Chrysler and its affiliates (the “Company”), any matters

relevant to the restructuring of the debt of the Company, and, in the event

that Insolvency Proceedings are commenced by Chrysler and/or any of its

affiliates, any other matter relevant to such Insolvency Proceedings or to

the formulation of a plan or plans of reorganization;

(e) participate in the administration of any Insolvency Proceedings initiated

by Chrysler and/or its affiliates, including, without limitation, appearing

through counsel at hearings before the Court and the submission of

pleadings and formal documents with respect to matters affecting the

Company; and

(d) participate in the formulation of a plan or plans of reorganization for

Chrysler and/or its affiliates and advise similarly situated creditors of the

Group’s determination as to any plan or plans formulated in any

Insolvency Proceedings commenced by Chrysler and/or its affiliates.

5.2 The Group may express opinions and take positions on relevant issues as a

group, but only after a vote of the Participants. Such opinions and positions shall not be

MIAMI 819415 (2K) 5

construed as the opinions or positions of any individual Participant. The Group intends to

generally proceed by consensus. Nothing herein shall be construed to obligate any Participant to

take or abstain from taking any action on its own behalf in its sole discretion except as

specifically otherwise provided in this Agreement.

VI. Chairperson

6.1 The Chairperson of the Group shall be initially a Representative of

[_______________]. The Chairperson may be replaced by a simple majority vote of the Group.

6.2 The Chairperson shall preside at all meetings of the Group and the

Steering Group, as the case may be, and subject to a simple majority vote of the Group, shall

have such powers and duties to be determined by the Group. The Chairperson shall see that all

resolutions of the Group are carried into effect.

VII. Continuing Right of Participants to Act in Individual Capacity

7.1 While the Participants acknowledge that they are acting as a group,

nothing contained in this Agreement shall prevent any creditor of the Company, including each

Participant, from (a) exercising or seeking to enforce or protect any of its rights as an individual

creditor as it may deem appropriate, or (b) otherwise affect the ability of any creditor to act or

forebear from acting in its capacity as an individual creditor as it may deem appropriate.

VIII. Conflicts of Interest

8.1 Upon request of Counsel, which request may be made from time to time,

every Participant shall disclose its interests with respect to the Company or interests adverse to

the interests of holders of Chrysler CarCo Debt in a written confidential communication to

Counsel. Any Participant possessing a direct financial interest in any matter may exclude itself

from the meeting of the Group during its discussion of and vote on that matter. Additionally,

MIAMI 819415 (2K) 6

Counsel (in consultation with the Chairperson and the Group) may exclude any Participant from

a meeting or vote of the Group if such Participant has a direct financial interest in any matter, a

conflict of interest, or an interest materially adverse to the interests of the Group and its

constituencies. Counsel’s determination of such conflict of interest with respect to any matter

shall be final.

IX. Expenses

9.1 Upon execution of this Agreement, Counsel shall seek to make

arrangements with Chrysler, under which Chrysler shall agree to pay all of the reasonable fees

and costs of all professionals retained by the Group as of April 7, 2009, (each, a “Professional,”

and collectively, the “Professionals”) as reasonable Lender Fees under the applicable loan

documents governing the Chrysler CarCo Debt. Further, in the event that Chrysler commences

an Insolvency Proceeding (e.g., chapter 11 under the U.S. Bankruptcy Code), to the extent

available and appropriate, Counsel shall seek to have the Company pay all of the reasonable fees

and costs of all Professionals as reasonable Lender Fees under the applicable loan documents

governing the Chrysler CarCo Debt.

9.2 In the event that (i) Chrysler fails to pay any portion of the costs and fees

incurred by the Group’s Professionals or (ii) any of the fees and costs paid by Chrysler to the

Group’s Professionals are subsequently disgorged by the order of a court of competent

jurisdiction, subject to the last sentence of this paragraph, each Participant shall be responsible

for and pay its pro-rata share of such unpaid or disgorged fees and costs of the Professionals,

based upon such Participant’s percentage share of the aggregate principal amount of Chrysler

CarCo Debt held by the entire Group as determined on a monthly basis as of the date hereof and

thereafter on the first business day of each calendar month (as determined in Section 9.3 below).

MIAMI 819415 (2K) 7

To the extent that Chrysler agrees to reimburse and pay any fees or costs that have been paid by

the Participants, each Participant shall be reimbursed pro-rata from such payments based upon

actual amounts paid by such Participant. Each Participant shall remain liable for its pro rata

share of all expenses of the Group regardless of whether a court approves the reimbursement of

such expenses in any Insolvency Proceedings. Notwithstanding the foregoing, however, no

Participant shall be obligated to pay its pro rata share of any fees and costs of Professionals until

such Participant receives a recovery from Chrysler, whether pursuant to an Insolvency

Proceeding or otherwise, in respect of such Participant’s Chrysler CarCo Debt.

9.3 On the first business day of every month (or as soon as is reasonably

practicable thereafter), each Participant shall provide confidentially to Counsel or its designee a

statement indicating the amount of Chrysler CarCo Debt held by such Participant as of the start

of business on the first business day of the current month. Counsel or its designee shall use these

statements to determine each Participant’s percentage share of Chrysler CarCo Debt (“Share”),

such share being equal to the principal amount of Chrysler CarCo Debt held by such Participant

as compared to the aggregate principal amount of Chrysler CarCo Debt collectively held by all

Participants on the Group (e.g., if a Participant owns $25 million of Chrysler CarCo Debt and the

aggregate amount of Chrysler CarCo Debt held by all Participants on the Group is $500 million,

such Participant’s share is equal to 5%).

9.4 Each Professional shall provide a detailed statement of its fees and costs

on a monthly basis to the Chairperson and any Participant requesting to receive the same.

9.5 Each Participant acknowledges that Counsel and each other Professional

shall be employed by the Group to represent the interests of the Group as a whole and that such

employment shall not constitute employment by or representation of any Participant in its

MIAMI 819415 (2K) 8

individual capacity notwithstanding the payment of fees and expenses by such Participant.

X. Retention of Counsel and Professionals

10.1 The Group shall retain White & Case LLP as Counsel. In the event that

additional law firm(s) are retained pursuant to section 10.2 hereof as Counsel to the Group,

White & Case LLP shall act as lead Counsel to the Group. Unless otherwise agreed to in

writing, each firm shall represent the Group as its client and shall charge for the services

rendered based upon the amount of time spent on this matter by each lawyer or legal assistant

that performs work in connection with the services and such firm’s hourly charges in effect for

each such person at the time such work is performed. In addition, each firm will charge for those

office costs and out-of-pocket expenses that it incurs and are customarily billed by such firm,

including charges for photocopies, telephone, courier services, and facsimile transmissions, as

well as any applicable travel charges.

10.2 Additional Professionals may be retained at the discretion of the Group

subject to the terms and conditions as determined and agreed to by the Group. All of the

reasonable fees and costs of additional Professionals shall be satisfied in accordance with Article

IX hereof.

10.3 In the event that White & Case LLP, in its sole discretion, determines to

become engaged in one or more additional representations relating to or involving Chrysler

and/or any of its affiliates, upon White & Case LLP’s request, each Participant shall enter into a

waiver agreement with respect to each such additional representation under which such

Participant shall waive any and all potential conflicts of interest relating to each such additional

representation; provided, that White & Case LLP imposes and complies with appropriate ethical

screen procedures and guidelines, as required under any applicable law or regulations.

MIAMI 819415 (2K) 9

XI. Sharing Joint Claim and Defense Materials

11.1 The Participants agree that they shall cooperate with each other as each

Participant may deem appropriate and shall abide by this Agreement in the joint defense and

pursuit of the Participants’ common interests to the extent permitted by law pursuant to the joint

defense and/or common interest doctrines recognized by the various state and federal courts.

Each Participant and its Representatives agree not to disclose information or work product

received from the Group, Counsel or any other Professional or the results of any deliberations by

the Group (collectively, the “Confidential Joint Defense and Prosecution Material”) until such

time as the Group concludes its functions, unless required by (i) a court of competent

jurisdiction, (ii) a federal, state or local governmental body, or (iii) applicable law or regulatory

authority.

11.2 Each Participant acknowledges that Counsel, other Professionals and those

Participants that are members (each a “SC Participant”) of the Chrysler CarCo Lenders Steering

Committee (the “Lenders Steering Committee”) that was formed by the agent for the Chrysler

CarCo Debt may come into possession of certain material non-public information of Chrysler

(“Chrysler Confidential Information”), which pursuant to agreement with the Lenders Steering

Committee cannot be shared generally with the Group. Each Participant, other than an SC

Participant, hereby agrees that, notwithstanding its status as a Participant, it shall have no

entitlement to receive Confidential Joint Defense and Prosecution Materials containing Chrysler

Confidential Information and hereby further waives any right to compel Counsel, any other

Professional or any SC Participant to disclose Chrysler Confidential Information.

XII. Agreement Regarding Joint Defense and Effect of Exchange,

if Any, of Confidential or Privileged Information

12.1 This Agreement is not intended to, and it is understood will not, void or

MIAMI 819415 (2K) 10

waive the protections afforded under the attorney-client privilege and work product doctrines, or

other applicable privileges. The Participants agree that Confidential Joint Defense and

Prosecution Materials will be protected from disclosure by the attorney-client, attorney work

product, or other applicable privileges, even if such materials are exchanged between or among

counsel and other representatives or consultants for the Participants. Participants will instruct all

of their Representatives and consultants that receive any Confidential Joint Defense and

Prosecution Materials to comply with this Agreement.

12.2 The Confidential Joint Defense and Prosecution Materials disclosed to or

exchanged among Participants pursuant to this Agreement shall not be used in any proceeding

against the Group or any Participant.

12.3 Nothing contained in this Agreement is intended to create any attorney-

client relationship with a Participant acting in its individual capacity for the purposes of conflicts

or otherwise. Each Participant understands that its individual counsel’s sole responsibility is to

represent the individual Participant and that none of the counsel for other Participants has in any

way assumed any such responsibility. Moreover, the participation in, execution of, or receipt of

any information pursuant to this Agreement shall not disqualify any Representative from

accepting any other future engagement.

12.4 The Participants and their respective counsel further agree that in the event

that any Participant decides to enter into separate discussions with the Company, related parties,

or governmental entities, nothing in this Agreements shall create a conflict of interest so as to

require the disqualification of any Participant’s counsel from the representation of its respective

clients, and the Participants hereby waive any such conflict of interest. It is agreed that no

Participant’s counsel shall be disqualified from examining or cross-examining any person

MIAMI 819415 (2K) 11

affiliated with a Participant who testified at any proceeding regarding the Company, because of

the Participant’s participation in the Group, and it is represented that each Participant has

consulted with counsel regarding the terms of this Agreement, including this provision.

12.5 Nothing in this Agreement is intended to create fiduciary obligations by

any Participant nor a fiduciary relationship between any Participant and (1) the Group; (2) any

other Participant(s); or (3) any other party.

XIII. Additional Parties

13.1 Upon agreement of a simple majority of Participants, additional persons or

entities may be permitted to join the Group at a future time.

XIV. Withdrawal

14.1 Any Participant may withdraw from the Group upon prior written notice

to the other Participants, in which case this Agreement prospectively shall no longer apply to the

withdrawing Participant, except as otherwise provided herein. Subsequent to such a withdrawal,

this Agreement shall continue to protect all Joint Claim and Defense Materials disclosed by or to

the withdrawing Participant before its withdrawal. The withdrawing Participant shall continue to

be bound by this Agreement with regard to any Joint Claim and Defense Materials provided,

disclosed, received, learned, or obtained from another Participant before withdrawal, all of which

shall be retained by such withdrawing Participant, subject to the confidentiality requirements of

this Agreement, or destroyed upon such withdrawal.

MIAMI 819415 (2K) 12

XV. Counterparts

15.1 This Agreement may be executed in counterparts.

DATED this [__]th day of April, 2009

[NAME]

By: ______________________________
Title:

MIAMI 819415 (2K) 13