Chrysler Debtholders' Motion To File Under Seal

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

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 CHRYSLER, LLC, et al., Debtors.

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Chapter 11 Case No. 09-50002-AJG Jointly Administered

MOTION FOR ORDER AUTHORIZING WHITE & CASE LLP TO FILE IN REDACTED FORM AND UNDER SEAL VERIFIED STATEMENT PURSUANT TO BANKRUPTCY RULE 2019 TO THE HONORABLE ARTHUR J. GONZALEZ, UNITED STATES BANKRUPTCY JUDGE The Chrysler Non-TARP Lenders,1 by and through their undersigned counsel, hereby file this motion (the “Motion”) pursuant to sections 105 and 107 of title 11 of the United States Code, 11 U.S.C. §§ 101, et seq. (the “Bankruptcy Code”), Rule 9018 of the Federal Rules of 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 Senior Debt (as defined below).

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(“General Order #M-242”) seeking authority to file in redacted form and under seal the Verified Statement 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 state as follows: PRELIMINARY STATEMENT While the present case is unusual in many ways, perhaps the most extraordinary is the unprecedented involvement of the United States government. Never before has the President of 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 regarding Chrysler, which includes paying billions of dollars to unsecured creditors while paying first-lien secured creditors less than thirty cents on the dollar. The President publicly chastised these secured 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’s remarks announcing the bankruptcy filing are merely the most public in a series of steps undertaken by the current administration to subvert the rule of law by forcing Chrysler stakeholders to agree to a sub rosa plan of reorganization which wholly ignores time honored bankruptcy 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 the Chrysler Non-TARP Lenders grows by the hour. For this reason, a number of lenders have sought representation in this case, but only on the condition that their identity not be disclosed publicly. Accordingly, the Chrysler Non-TARP Lenders seek an order allowing White & Case

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to file its 2019 statement under seal, so that only the Court will know the identity of the Chrysler Non-TARP Lenders. Denial of this relief will force several of these lenders to surrender their legal rights and agree to the government’s illegal plan. Those lenders that continue to seek to enforce their legal rights will be subjected to threats to their reputations and businesses, public attack, and threats to their safety. This cannot be allowed. Under these circumstances, the Motion should be granted. BACKGROUND I.

Procedural Background 1.

On April 30, 2009 (the “Petition Date”), Chrysler LLC and numerous

affiliates (“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, thereby commencing their respective chapter 11 cases (collectively, the “Chapter 11 Cases”). The Debtors are operating their businesses as debtors and debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. The Chapter 11 Cases are being jointly administered for procedural purposes. 2.

Chrysler and certain of its affiliates are parties to that certain Amended

and Restated First Lien Credit Agreement, dated as of August 3, 2007 (as may have been amended or supplemented, the “Senior Credit Agreement”) with JPMorgan Chase Bank N.A., 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”) secured by a first lien on substantially all of the Debtors’ U.S. assets, including their plants, equipment, inventory and bank accounts (the “Collateral”). Senior Credit Agreement § 2(a); Affidavit of Ronald E. Kolka (“Kolka Aff.”) ¶ 28 [Docket No. 23].

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II.

Facts Relevant to this Motion A.

The Senior Lenders Loan Billions of Dollars To Chrysler. 3.

The Chrysler Non-TARP Lenders are holders of over $300 million of first

priority secured claims. These claims arise out of nearly $7 billion of Senior Debt, which was issued by Chrysler when it was re-purchased from the German automaker Daimler in 2007. Senior Credit Agreement § 2.1. These loans financed the purchase of the company and were hailed at the time for returning Chrysler to U.S. control. The loans were secured by first priority liens on the Collateral. 4.

The Chrysler Non-TARP Lenders invested in these loans because they

were secured by first priority liens on substantially all of Chrysler’s U.S. assets. These liens, and the security they afforded, were crucial to the Senior Lenders, who invest billions of dollars on behalf of, among other institutions, pension funds, university endowments and individuals. The Senior Lenders paid for this security. In exchange for the lower risk of secured liens, the Senior Lenders agreed to accept an interest rate that was far lower than would have been paid for an unsecured loan, and far lower than the rate of return paid to many of the Debtors’ other creditors. B.

Chrysler’s Severe Financial Problems. 5.

In December of 2007, less than a month after the Senior Lenders’ loan to

Chrysler, the United States economy entered into possibly the most severe recession in the last 60 years. Over the course of 2008, Chrysler’s business, along with that of the rest of the U.S. automotive industry, deteriorated dramatically. See Chrysler Plan for Long-Term Viability, Feb. 17, 2009 at U32-37 (the “Feb. 17, 2009 Viability Report”); Kolka Aff. ¶¶ 55-58. According to the Debtors, frozen credit markets and low consumer confidence took hold by the second quarter of 2008, resulting in the lowest U.S. auto sales since the early 1980s. Feb. 17, 2009 Viability Report at U32-37; Chrysler Plan for Short-Term and Long-Term Viability, Dec. 2, 2008 at 4 (the

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“Dec. 2, 2008 Viability Report”); Kolka Aff. ¶¶ 53, 55, 57. This recession cost Chrysler over $16 billion in lost revenue, creating tremendous pressure on both Chrysler’s financial performance and cash position. Kolka Aff. ¶ 57. By the end of 2008, Chrysler was left with only $1.898 billion in cash. Kolka Aff. Schedule 3. C.

Chrysler Seeks Government Assistance. 6.

By the fourth quarter of 2008, Chrysler’s deteriorating cash position

caused it to seek financial assistance from the United States government. See Dec. 22, 2008 Viability Report; Kolka Aff. ¶ 59. According to Chrysler, it required a $7 billion cash infusion from the government in order to implement an out-of-court restructuring that would allow it to continue as a going concern. Dec. 22, 2008 Viability Report at 4; Kolka Aff. ¶ 62. 7.

On December 31, 2008, Chrysler entered into a Loan and Security

Agreement with the United States Treasury (“Treasury Loan and Security Agreement”). Kolka Aff. ¶ 68. Under the terms of that agreement, the government lent Chrysler $4 billion on a thirdpriority secured basis at approximately 5% interest. Appendix A, Supplement to Treasury Loan and Security Agreement § 2.01; Treasury Loan and Security Agreement §§ 2.05, 4.01. Thus, the government took a security interest in Chrysler’s assets which was junior in priority to the existing liens of the Chrysler Non-TARP Lenders. As a condition to receiving this loan, the government required Chrysler to submit a viability plan that would explain Chrysler’s plan for survival. Treasury Loan and Security Agreement § 7.20(a); Kolka Aff. ¶ 68. Chrysler also agreed to provide periodic financial projections and cash forecasts. Treasury Loan and Security Agreement § 7.01. If the government agreed with Chrysler’s viability plan, it would lend Chrysler an additional $3 billion. If the government did not agree, it would refuse to provide funding to Chrysler, resulting in Chrysler’s bankruptcy.

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8.

Chrysler submitted its plan to the President’s Task Force on the Auto

Industry on February 17, 2009. Kolka Aff. ¶ 68. The viability plan submitted by Chrysler called for a reorganization of Chrysler on a stand-alone basis. Feb. 17, 2009 Viability Report at 13. In the viability plan, Chrysler admitted that it could not survive absent relief from the Senior Lenders’ debt and debt owed to unsecured creditors, namely the United Auto Workers Union. Kolka Aff. ¶¶ 79, 80. Chrysler also stated that during the course of this reorganization and following it, Chrysler would seek to finalize an alliance with Fiat S.p.A (“Fiat”). Feb. 17, 2009 Viability Report at 13, 81-97. D.

The Government Rejects Chrysler’s Plan and Takes Effective Control. 9.

On March 30, 2009, President Obama announced that the government had

determined Chrysler was not viable as a stand-alone going concern. See Remarks by the President on the American Automotive Industry (March 30, 2009), http://www.whitehouse.gov /the_press_office/Remarks-by-the-President-on-the-American-Automotive-Industry-3/30/09, attached as Exhibit A to the Declaration of Brian E. Fritz (the “Fritz Declaration”), attached hereto as Exhibit 1. The President informed the country that Chrysler would be given 30 days to reach an agreement with Fiat, its unions, and its creditors (including the Senior Lenders) under which Chrysler and Fiat would combine to form a new entity. Id. The President made clear that his strategic vision for Chrysler required Chrysler to restructure itself in way that enabled it to gain access to Fiat’s “cutting edge technology” so that Chrysler can produce the type of smaller cars the government wants manufactured, satisfy the demands of union laborers, and protect the government’s investment in Chrysler – all components of a political agenda imposed on Chrysler’s management. Id. The White House also began to mischaracterize Chrysler’s Senior Lenders as unwilling to compromise by stating that: “It’ll require creditors to recognize that they can’t hold out for the prospect of endless government bailouts.” Id.

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10.

Following the President’s announcement, Chrysler began working hand in

hand with the President’s Auto Task Force and the U.S. Treasury in an effort to make the President’s strategic vision a reality. Kolka Aff. ¶¶ 84-85. Chrysler’s agreement to this political agenda marked the end of independent management. Chrysler stopped functioning as a private company and became an instrument of the government. Chrysler’s conduct in the month following the government’s ultimatum made this abundantly clear. First, it appears that Chrysler ceased all serious efforts to explore alternative ways to raise cash or sell assets. For example, it appears Chrysler abandoned, for the most part, attempts to sell-off any of Chrysler’s brands as going concerns, which could bring substantial sums. The government-imposed agreement prohibited Chrysler from pursuing alternative transactions with any entity other than Fiat. Fiat Term Sheet at 14. The government negotiated on Chrysler’s behalf with the other constituents – such as labor unions and suppliers – considered important to operate the newly created entity coowned by Fiat. Kolka Aff. ¶¶ 86-88; U.S. Treasury Statement in Support (“U.S. Treasury Statement”) ¶ 6. E.

Chrysler Files For Bankruptcy To Force the Sale to Fiat And Wipe Out Secured Debt. 11.

On April 30, 2009, the Debtors commenced these Chapter 11 cases.

Although the Debtors filed under chapter 11 of the Bankruptcy Code, their first day filings make clear that they have no intention (or even possibility) of reorganizing these estates. Instead, the Debtors have filed a motion seeking approval to sell substantially all of their assets, free and clear of liens, to a newly formed company created for the purpose of this transaction (“New Chrysler”). Sale Motion at 57; Kolka Aff. ¶ 88. The purpose of this transaction is to transfer value from the Senior Lenders’ collateral to other Chrysler stakeholders without regard to the priority of creditor claims. For example, though the Senior Lenders will recover less than 30%

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of their secured claim, Chrysler’s unions will receive over $10 billion of value. One of the Debtors’ competitors, Fiat, is to receive 20% of New Chrysler (with the right to acquire a total of 51%) in exchange for granting access to its “small car” technology. Kolka Aff. ¶ 88. Fiat is not paying any cash for its stake in New Chrysler. Id. The U.S. Treasury, a creditor with liens on the Collateral that are junior to those of the Senior Creditors, is slated to receive an 8% equity interest in New Chrysler. Kolka Aff. ¶ 88. The only assets to be left in the estate are those assets New Chrysler deems worthless. Even the Debtors describe the sale as a sale of “substantially all” of the Debtors’ assets. Kolka Aff. ¶ 88. F.

The Government Strong Arms Lenders To Consent To its Plan. 12.

Unlike any other bankruptcy in history, Chrysler’s bankruptcy was

announced by the President of the United States. President Obama’s announcement made clear that he had made the decision to put Chrysler into bankruptcy. He blamed this decision on the Chrysler Non-TARP Lenders, who he branded as “speculators.” www.whitehouse.gov/the_press_office/remarks-by-the-president-on-the-Auto-Industry 4/30/2009, attached as Exhibit B to the Fritz Declaration. He accused these lenders of refusing to compromise and instead seeking “an unjustified taxpayer-funded bailout.” Id. The President misstated the facts. 13.

First, the Chrysler Non-TARP Lenders are not speculators. They invested

in first-lien secured debt, which is (or at least should be) a conservative investment. Second, the Chrysler Non-TARP Lenders offered to compromise. They offered to accept a 40% reduction of their debt, even though they could receive a better recovery in a chapter 7 liquidation. Their offer was in stark contrast to other Chrysler stakeholders, whose “compromise” will enable them to receive a much larger recovery then they are entitled to receive under the Bankruptcy Code. Finally, the Chrysler Non-TARP Lenders have never sought a government bailout. Indeed, they

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are among the few Chrysler stakeholders that can make that statement. Unlike Chrysler and the mega TARP banks, who accepted billions of taxpayer dollars, the Chrysler Non-TARP Lenders have never received a dime from the government. To the contrary, it was the government that was taking from them. Under the government’s plan, billions of dollars of Collateral belonging to the Chrysler Non-TARP Lenders (and other Senior Lenders) will be taken away and given to unsecured and junior lien creditors and (ironically) Fiat, a foreign automaker. Because the Chrysler Non-TARP Lenders asked to be paid for their interests in that Collateral, they were vilified by the President. 14.

The President proclaimed that he stood against the Chrysler Non-TARP

Lenders: “I don’t stand with them.” The White House further proclaimed in a press release issued the day of Chrysler’s bankruptcy filing, “while many stakeholders made sacrifices and worked constructively in this process, some did not. In particular, a group of investment firms and hedge funds failed to accept reasonable offers to settle on their debt. In order to effectuate this alliance without rewarding those who refused to sacrifice, the U.S. government will stand behind Chrysler’s efforts to use our bankruptcy code to clear away remaining obligations and emerge stronger and more competitive.” See Press Release: Obama Administration Auto Restructuring Initiative – 4/30/2009, attached as Exhibit C to the Fritz Declaration. 15.

The President is not the only public figure to engage in this propaganda

campaign. On May 1, 2009 the Governor of Michigan made a radio address in which she stated her belief that Chrysler would be reorganized “in spite of a few greedy hedge funds that didn’t care how much pain the company’s failure would have inflicted on families and communities everywhere. Their refusal to share in the sacrifice caused the bankruptcy proceedings to begin.” “Granholm Says Chrysler Agreement, Small Businesses Good, News for Michigan’s Future”,

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http/www.michigan.gov/gov, attached as Exhibit D to the Fritz Declaration. Prominent Congressman John Dingell said “the rogue hedge funds that refused to agree to a fair offer to exchange debt for cash from the US Treasury— firms I label as ‘the vultures’ will now be dealt with accordingly in court.” April 30, 2009 Dingell Statement on Chrysler, http/www.house.gov/apps/list/press, attached as Exhibit E to the Fritz Declaration. 16.

These hostile words have had their impact. Certain members of the public

have expressed their rage at the Chrysler Non-TARP Lenders. The following is a sample of posts on the Washington Post website in response to an article about Chrysler and the Chrysler Non-TARP Lenders: •

“these hedge fund managers are criminals and their firms are nothing more than criminal enterprises. What they do is nothing short of treason, using loopholes in the law so as to avoid prosecution. Will someone please explain to me why we don’t execute these vermin.”

•

“These aristocrats should be lined up against the wall and executed…”

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“I’m sick and tired of being blackmailed by all these financial wizards. I never had any sympathy for them to start with, but now I have lost patience with them entirely. Too bad we can’t rid the world of them all.”

•

“Hedge funds are floating crap games that are capable of taking down entire nations. They should be criminalized.”

•

“Hedge Funds are criminal associations.”

See www.washingtonpost.com, attached as Exhibit F to the Fritz Declaration (emphasis supplied). 17.

As a result of this anger, the Chrysler Non-TARP Lenders are afraid, and

with good reason. In the last week, the Chrysler Non-TARP Lenders targeted by the President received various threats, including dozens of death threats directed to their employees. As a

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result of these scare tactics, certain members were forced to withdraw from the group of Chrysler Non-TARP Lenders and agreed to the government’s plan. 18.

Given the hostile climate caused by the government’s publicity campaign,

a number of the Chrysler Non-TARP Lenders desire to object to certain aspects of the Debtors’ government-sponsored reorganization, but cannot do so if that means being subjected to heavy handed tactics that will threaten their business and safety. RELIEF REQUESTED 19.

The Chrysler Non-TARP Lenders seek entry of an order, pursuant to

sections 105(a) and 107(b) of the Bankruptcy Code, Bankruptcy Rule 9018, and General Order #M-242 authorizing White & Case to file in redacted form and under seal the 2019 Statement. The Chrysler Non-TARP Lenders will provide the unredacted 2019 Statement to the Court for an in camera review and inspection. BASIS FOR RELIEF 20.

Under Bankruptcy Rule 2019, White & Case is required to make certain

disclosures regarding the Chrysler Non-TARP Lenders. See Fed. R. Bankr. P. 2019. Courts have wide discretion to determine whether the requirements of Bankruptcy Rule 2019(a) have been satisfied. See Fed. R. Bankr. P. 2019(b) (“On motion of any party in interest or on its own initiative, the court may (1) determine whether there has been a failure to comply with the provisions of subdivision (a) of this rule . . .”); see also Certain Underwriters at Lloyd’s, London & Certain London Market Ins. Cos. v. Future Asbestos Claim Representative (In re Kaiser Aluminum Corp.), 327 B.R. 554, 559 (D. Del. 2005) (noting that “Rule 2019(b) vests the Bankruptcy Court with the discretion to determine whether there has been a failure to comply with the Rule 2019(a) requirements”).

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21.

Here, the Chrysler Non-TARP Lenders ask that the Court exercise its

discretion to allow White & Case to file its 2019 Statement under seal. There are at least three separate grounds on which the Court can base such an order. First, section 107(b) states that the Court “shall” on the “request of a party in interest” issue an order to “protect an entity with respect to . . . commercial information . . . or protect a person with respect to scandalous or defamatory matter contained in a paper filed in” a case under the Bankruptcy Code. 11 U.S.C. § 107(b). Second, section 107(c) allows the court “for cause” to protect an individual with respect to certain types of information, including any means of identification, “where disclosure of such information would create an undue risk of … unlawful injury to the individual or the individual’s property.” 11 U.S.C. § 107(c). Third, Bankruptcy Rule 9018 permits a court to make “any order which justice requires (1) to protect . . . any entity in respect of . . . commercial information [or] (2) to protect any entity against scandalous or defamatory matter contained any paper filed in a case under the Code . . . .” Fed. R. Bankr. P. 9018. “When the requirements of Rule 9018 are satisfied, the authority to issue the resulting order is broad -- any order which justice requires.” In re Global Crossing, Ltd., 295 B.R. 720, 724 (Bankr. S.D.N.Y. 2003). Such “authority goes not just to the protection of confidential documents, but to other confidentiality restrictions that are warranted in the interests of justice.” Id. 22.

Each of the above provisions is satisfied on the extraordinary facts of this

case. The Chrysler Non-TARP Lenders are seeking to protect commercial information – specifically their reputational interests that are being tarnished by inaccurate and misleading information disseminated by the executive branch of the United States government. The failure to issue such an order puts these parties at risk of undue influence on the part of the government and physical danger in the form of death threats. This threatens the most fundamental of the

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Chrysler Non-TARP Lender’s rights, the right to seek redress in court. 23.

Other courts have modified the disclosure requirements of Bankruptcy

Rule 2019 in far less compelling cases. See Kaiser, 327 B.R. at 560 (holding that bankruptcy court did not err in entering orders that restricted access to Bankruptcy Rule 2019 information submitted by law firms representing multiple asbestos personal injury claimants in the debtor manufacturer’s chapter 11 cases); In re Owens Corning, et al., Case Nos. 00-3837-3854(JFK) (Bankr. D. Del. Oct. 22, 2004) (Docket 13091) (entering similar orders restricting public dissemination of 2019 information); see also In re Mirant Corp., Case No. 03-46590 (DML) (Bankr. N.D. Tex. April 20, 2005) (Docket 9408) (sealing 2019 Statement to protect commercially sensitive information). 24.

In Kaiser, the district court affirmed the bankruptcy court’s order limiting

access to a 2019 statement that contained personal identifying information of asbestos claimants. Id. at 560 (“[c]ourts have supervisory power over their records and files and may deny access to those records and files to prevent them from being used for an improper purpose.”). The Kaiser court prohibited access to the 2019 statement unless the party seeking the information filed a motion and secured an order authorizing access. Id. This was done to protect the privacy interests of the asbestos claimants and keep their personal information out of the public record. See id. The district court found that the bankruptcy court’s order struck the “appropriate balance between maintaining the public’s right to access the Rule 2019 information and ensuring that the information is not misused.” Id. 25.

Here, the Chrysler Non-TARP Lenders’ privacy interest is greater than

that at issue in Kaiser. The Chrysler Non-TARP Lenders need to protect their personal identifying information in order to protect them from both the strong-arm tactics of the

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government and the danger from an irate public. Using a 2019 statement as a means of identifying targets for coercion and threats is clearly an “improper purpose” that this Court has the power to prevent. See Kaiser, 327 B.R. at 560. 26.

Moreover, this case is clearly distinguishable from In re Northwest

Airlines Corp., where the court found that the facts presented there did not warrant the sealing of a 2019 statement. 363 B.R. 704 (Bankr. S.D.N.Y. 2007). The facts in Northwest Airlines were nothing like those presented here. In that case, the court denied a motion to seal based on two key facts. First, the members of the shareholders’ committee seeking to seal the 2019 Statement did so in an effort to preserve the members’ individual financial advantage. Id. at 708. Second, the court noted that there was a potential issue concerning whether certain of those equity committee members were acting for the benefit of their committee or for the benefit of other stakeholder groups of which they were also members. See id. at 704. This made the identity of these committee members highly relevant. See id. When the court balanced these two interests it determined that it was “not unfair” to require the 2019 to be filed publically. See id. at 708-09. 27.

Here, the facts are very different. The Chrysler Non-TARP Lenders do

not seek to seal the 2019 Statement to protect their individual financial advantage at the expense of the larger group, nor are their loyalties divided. Unlike many other entities represented in this case, they did not receive any special compensation from the government in the form of TARP money. The Chrysler Non-TARP Lenders’ only incentive is to obtain the full, fair market value of the Collateral pledged to specifically secure their claims. Instead, the Chrysler Non-TARP Lenders seek only the right to assert their objections in court without fear of retribution or death threats. This interest is far more compelling than the countervailing interest at issue in Northwest Airlines.

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28.

Moreover, outside the Bankruptcy Rule 2019 context, courts have long

recognized the need to protect the identity of litigants and other parties in interest. This is particularly true where, as here, the public disclosure of a parties’ identity could subject that party to threats or coercion. In Lozano v. City of Hazleton, for example, the court allowed plaintiffs to proceed anonymously in order to prevent intimidation that may cause them to drop out of the lawsuit. 496 F. Supp. 2d 477, 508 (M.D. Pa. 2007); see also EW v. New York Blood Center, 213 F.R.D. 108, 110 (E.D.N.Y. 2003) (holding that plaintiff’s right to privacy and security must be balanced against the public interest in identification of litigants and the harm to the defendant from plaintiff’s use of a pseudonym). The same is true in cases where only commercial interests are at stake. See In re Epic Assocs. V, 54 B.R. 445, 450 (Bankr. E.D. Va. 1985) (protective order to protect the identity of creditors that were exposed to loss as a result of the debtors’ bankruptcy). CONCLUSION 29.

If there is one thing on which all parties agree it is that these Chapter 11

Cases are unprecedented in many ways. One of these ways is the pervasive government involvement in these cases, as well as the passion with which the public is engaged in this process. These extraordinary facts present the Chrysler Non-TARP Lenders with extraordinary challenges. All they seek is the opportunity to preserve their rights under the Constitution of the United States and well settled bankruptcy law. Public disclosure of their identity forces them to choose between abandoning those rights and endangering their businesses and their safety. This Court should exercise its power to protect the identities of these parties and allow them to assert their case without fear of retribution. The Motion should therefore be granted.

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NOTICE 30.

Notice of this Motion will be provided to: (i) the Office of the United

States Trustee; (ii) the Debtors; (iii) the Debtors’ 50 largest unsecured creditors on a consolidated basis; (iv) counsel to the administrative agent of the Senior Credit Agreement; (v) counsel to Daimler; (vi) counsel to Cerberus; (vii) counsel to the UAW; (viii) counsel to the U.S. Treasury; and (ix) all entities having filed a request for notice pursuant to Bankruptcy Rule 2002 in these Chapter 11 Cases. 31.

The Chrysler Non-TARP Lenders submit that no other or further prior

notice of the relief requested herein need be provided. NO PRIOR REQUEST 32.

No prior request for the relief sought in the Motion has been made to this

or any other court.

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33.

WHEREFORE, the Chrysler Non-TARP Lenders respectfully request that

the Court enter an order authorizing White & Case to file the 2019 Statement in redacted form and under seal, and granting such other relief as is just. Dated: May 5, 2009 New York, New York 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

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