Chrysler Debtholders' Motion to File Under Seal

Hearing Date and Time: May 5, 2009 at 3:30 p.m., ET

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WHITE & CASE LLP1155 Avenue of the AmericasNew York, New York 10036-2787(212) 819-8200Glenn M. KurtzGerard H. UzziWachovia Financial CenterSuite 4900200 South Biscayne Blvd.Miami, Florida 33131(305) 371-2700Thomas E Lauria (

admitted pro hac vice

)ATTORNEYS FOR THE CHRYSLERNON-TARP LENDERS

IN THE UNITED STATES BANKRUPTCY COURTFOR THE SOUTHERN DISTRICT OF NEW YORK

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

MOTION FOR ORDER AUTHORIZING WHITE & CASE LLP TOFILE IN REDACTED FORM AND UNDER SEAL VERIFIEDSTATEMENT PURSUANT TO BANKRUPTCY RULE 2019

TO THE HONORABLE ARTHUR J. GONZALEZ,UNITED STATES BANKRUPTCY JUDGEThe Chrysler Non-TARP Lenders,

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by and through their undersigned counsel,hereby file this motion (the “Motion”) pursuant to sections 105 and 107 of title 11 of the UnitedStates Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), Rule 9018 of the Federal Rulesof Bankruptcy Procedure (the “Bankruptcy Rules”) and General Order #M-242 of this Court

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The Chrysler Non-TARP Lenders are comprised of holders, or investment advisors to holders, of the SeniorDebt (as defined below).

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2(“General Order #M-242”) seeking authority to file in redacted form and under seal the VerifiedStatement of White & Case LLP (“White & Case”) pursuant to Bankruptcy Rule 2019 (the“2019 Statement”). In support of the Motion, the Chrysler Non-TARP Lenders respectfully stateas follows:

PRELIMINARY STATEMENT

While the present case is unusual in many ways, perhaps the most extraordinary isthe unprecedented involvement of the United States government. Never before has the Presidentof the United States announced a chapter 11 filing in a national address. Even more remarkably,the President singled out creditors who did not agree to the government’s intentions regardingChrysler, which includes paying billions of dollars to unsecured creditors while paying first-liensecured creditors less than thirty cents on the dollar. The President publicly chastised thesesecured creditors for having the temerity to enforce their constitutional rights in this court of law,branding them as “speculators,” making clear that “I don’t stand with them.” The President’sremarks announcing the bankruptcy filing are merely the most public in a series of stepsundertaken by the current administration to subvert the rule of law by forcing Chryslerstakeholders to agree to a

sub rosa

plan of reorganization which wholly ignores time honoredbankruptcy principles.The government now comes before this Court and trumpets the fact that many of Chrysler’s lenders have succumbed to these coercive tactics. Indeed, a decreasing number of creditors remain willing to ask this Court for fair treatment under the law. The pressure on theChrysler Non-TARP Lenders grows by the hour. For this reason, a number of lenders havesought representation in this case, but only on the condition that their identity not be disclosedpublicly. Accordingly, the Chrysler Non-TARP Lenders seek an order allowing White & Case

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3to file its 2019 statement under seal, so that only the Court will know the identity of the ChryslerNon-TARP Lenders. Denial of this relief will force several of these lenders to surrender theirlegal rights and agree to the government’s illegal plan. Those lenders that continue to seek toenforce their legal rights will be subjected to threats to their reputations and businesses, publicattack, and threats to their safety. This cannot be allowed. Under these circumstances, theMotion should be granted.

BACKGROUNDI.

Procedural Background

1.

On April 30, 2009 (the “Petition Date”), Chrysler LLC and numerousaffiliates (“Chrysler” and together with its affiliated debtors and debtors in possession, the“Debtors”) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code, therebycommencing their respective chapter 11 cases (collectively, the “Chapter 11 Cases”). TheDebtors are operating their businesses as debtors and debtors in possession pursuant to sections1107 and 1108 of the Bankruptcy Code. The Chapter 11 Cases are being jointly administered forprocedural purposes.2.

Chrysler and certain of its affiliates are parties to that certain Amendedand Restated First Lien Credit Agreement, dated as of August 3, 2007 (as may have beenamended or supplemented, the “Senior Credit Agreement”) with JPMorgan Chase Bank N.A., asadministrative 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”) secured by a first lienon substantially all of the Debtors’ U.S. assets, including their plants, equipment, inventory andbank accounts (the “Collateral”). Senior Credit Agreement § 2(a); Affidavit of Ronald E. Kolka(“Kolka Aff.”) ¶ 28 [Docket No. 23].