ARNOLD & PORTER LLP555 Twelfth Street, NWWashington, DC 20004-1206Telephone: (202) 942-5000Facsimile: (202) 942-5999Michael L. BernsteinJames L. CooperKenneth L. SchwartzARNOLD & PORTER LLP399 Park AvenueNew York, NY 10022-4690Telephone: (212) 715-1000Facsimile: (212) 715-1399Anthony D. BoccanfusoAttorneys for the Chrysler National Dealer Council

UNITED STATES BANKRUPTCY COURTSOUTHERN DISTRICT OF NEW YORK

---------------------------------------------------------------x:In re : Chapter 11:Chrysler LLC,

et al.,

: Case No. 09-50002 (AJG):Debtors. : (Jointly Administered)--------------------------------------------------------------- x

STATEMENT OF THE CHRYSLER NATIONAL DEALER COUNCIL REGARDING(1) THE MOTION OF DEBTORS AND DEBTORS IN POSSESSION, PURSUANT TOSECTIONS 105, 363 AND 365 OF THE BANKRUPTCY CODE AND BANKRUPTCYRULES 2002, 6004 AND 6006, FOR (I) AN ORDER (A) APPROVING BIDDINGPROCEDURES AND BIDDER PROTECTIONS FOR THE SALE OF SUBSTANTIALLYALL OF THE DEBTORS' ASSETS AND (B) SCHEDULING A FINAL SALE HEARINGAND APPROVING THE FORM AND MANNER OF NOTICE THEREOF; AND(II) AN ORDER (A) AUTHORIZING THE SALE OF SUBSTANTIALLY ALLOF THE DEBTORS' ASSETS, FREE AND CLEAR OF LIENS, CLAIMS,INTERESTS AND ENCUMBRANCES, (B) AUTHORIZING THE ASSUMPTIONAND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTSAND UNEXPIRED LEASES IN CONNECTION THEREWITH AND RELATEDPROCEDURES, AND (C) GRANTING CERTAIN RELATED RELIEF AND (2) THEOMNIBUS MOTION OF DEBTORS AND DEBTORS IN POSSESSION FOR ANORDER, PURSUANT TO SECTIONS 105, 365 AND 525 OF THE BANKRUPTCY CODEAND BANKRUPTCY RULE 6006, (A) AUTHORIZING THE REJECTION OFEXECUTORY CONTRACTS AND UNEXPIRED LEASES WITH CERTAINDOMESTIC DEALERS AND (B) GRANTING CERTAIN RELATED RELIEF

2TO THE HONORABLE ARTHUR J. GONZALEZUNITED STATES BANKRUPTCY JUDGE:The Chrysler National Dealer Council (“NDC”), by and through its undersigned counsel,hereby submits this statement regarding the Motions of the above-captioned debtors and debtors-in-possession (“Debtors” or “Chrysler”) to approve the sale of substantially all of the Debtors’assets to Fiat and to reject certain executory contracts (collectively referred to herein as the“Motions”). We file this statement in order to set forth facts of which we believe the Courtshould be aware as it considers the Motions.

Background

1. On April 30, 2009, Chrysler filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). In motions filed in connection withits petitions, Chrysler acknowledged that “[t]he significance of this chapter 11 filing . . . to theUnited States economy is difficult to overstate.” Motion of Debtors and Debtors in Possession,Pursuant to Sections 105(a) and 363(c) of the Bankruptcy Code, for Interim and Final OrdersAuthorizing the Debtors to Honor or Pay Prepetition Obligations for the Benefit of Their Dealersand Other Customers, and for Related Relief (“First Day Dealer Motion”) ¶ 7.2. On May 3, 2009, Chrysler filed the Motion of Debtors and Debtors in Possession,Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and Bankruptcy Rules 2002,6004 and 6006, for (I) an Order (A) Approving Bidding Procedures and Bidder Protections forthe Sale of Substantially All of the Debtors’ Assets and (B) Scheduling a Final Sale Hearing andApproving the Form and Manner of Notice Thereof; and (II) an Order (A) Authorizing the Saleof Substantially All of the Debtors’ Assets, Free and Clear of Liens, Claims, Interests andEncumbrances, (B) Authorizing the Assumption and Assignment of Certain Executory Contracts

3and Unexpired Leases in Connection Therewith and Related Procedures, and (C) GrantingCertain Related Relief (“363 Motion”).3. In the 363 Motion, Chrysler asked the Court to approve its proposed sale of substantially all of its assets to Fiat, as “New Chrysler,” in exchange for $2 billion in cash andthe assumption of certain liabilities. It also asked the Court to approve procedures for assumingand assigning contracts to New Chrysler, including dealership contracts.4. On May 5, 2009, the Court granted Chrysler’s motion with respect to the saleprocedures, including the procedure for assuming and assigning contracts to New Chrysler.5. On May 14, 2009, Chrysler filed a Motion pursuant to Sections 105, 365 and 525of the Bankruptcy Code seeking authorization of the rejection of executory contracts andunexpired leases with certain domestic dealers and attaching schedules of dealership contracts (i)that it intends to reject, and (ii) that it intends to assume and assign to New Chrysler. Parties willhave ten days to object to the assumption of their contract or to the amount that Chryslerproposes to pay to cure any defaults. After the Fiat sale closes, New Chrysler will have thirtydays to add contracts from the assumed contracts list.6. The Motions contemplate that Chrysler will not assume all of its dealer contractsand it appears from the initial lists of assumed and rejected contracts that Chrysler currentlyintends to reject 789 dealership contracts.7. There are almost 3,200 Chrysler dealers employing over 140,000 people.Accordingly, there are many people, many families, and many local economies across thecountry directly affected by the Court’s decisions regarding these matters.