Hearing Date: August 27, 2009 at 10:00 a.m. (prevailing ... -- retention appl'n.pdf · Gonzalez, United States Bankruptcy Judge, in Room 523 of the United States Bankruptcy Court

Hearing Date: August 27, 2009 at 10:00 a.m. (prevailing Eastern Time) Objection Deadline: August 24, 2009 by 12:00 p.m. (prevailing Eastern Time)

KRAMER LEVIN NAFTALIS & FRANKEL LLP Thomas Moers Mayer Kenneth H. Eckstein Philip Bentley 1177 Avenue of the Americas New York, New York 10036 (212) 715-9100 Counsel for the Official Committee of Unsecured Creditors of Old Carco LLC (f/k/a Chrysler LLC), et al.

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ––––––––––––––––––––––––––––––––––––––––– In re:

OLD CARCO LLC (f/k/a CHRYSLER LLC), et al.

Debtors.

) ) ) ) ) ) ) )

–––––––––––––––––––––––––––––––––––––––––

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

PLEASE TAKE NOTICE that a hearing will be held before the Honorable Arthur J.

Gonzalez, United States Bankruptcy Judge, in Room 523 of the United States Bankruptcy Court

for the Southern District of New York, Alexander Hamilton Custom House, One Bowling Green,

New York, New York 10004-1408, on August 27, 2009, at 10:00 a.m. (prevailing Eastern

Time) to consider the following Application of the Official Committee of Unsecured Creditors

Pursuant to Sections 328 and 1103 of the Bankruptcy Code Authorizing the Retention of

Stutzman, Bromberg, Esserman & Plifka, PC and Susman Godfrey L.L.P., as Special Counsel to

the Committee, Nunc Pro Tunc to August 13, 2009 (the “Application”).

PLEASE TAKE FURTHER NOTICE that that objections, if any, to the Application must

be made in writing, with a hard copy to chambers; conform to the Federal Rules of Bankruptcy

Procedure and the Local Rules for the United States Bankruptcy Court Southern District of New

York; and be filed with the Bankruptcy Court and served in accordance with the Administrative

Order, Pursuant to Bankruptcy Rule 1015(c) Establishing Case Management and Scheduling

Procedures in these cases [Docket No. 661] (the “Case Management Order”) so as to be actually

received by the respective applicant and the Special Service List listed in the Case Management

Order not later than 12:00 p.m. (prevailing Eastern Time) on August 24, 2009.

Dated: New York, New York August 13, 2009

KRAMER LEVIN NAFTALIS & FRANKEL LLP

/s/ Philip Bentley Philip Bentley

Thomas M. Mayer Kenneth H. Eckstein Philip Bentley 1177 Avenue of the Americas New York, New York 10036 Telephone: (212) 715-9100

Counsel for the Official Committee of Unsecured Creditors of Old Carco LLC (f/k/a Chrysler LLC), et al.

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Hearing Date: August 27, 2009 at 10:00 a.m. (eastern) Objection Date: August 24, 2009 at 12:00 p.m. (eastern)

UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK

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Debtors.

: : : : : :

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APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS PURSUANT TO SECTIONS 328 AND 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE RETENTION OF STUTZMAN, BROMBERG,

ESSERMAN & PLIFKA, PC AND SUSMAN GODFREY L.L.P., AS SPECIAL COUNSEL TO THE COMMITTEE, NUNC PRO TUNC TO AUGUST 13, 2009

The duly-appointed Official Committee of Unsecured Creditors (the “Creditors’

Committee”) of the above-captioned debtors and debtors-in-possession (collectively, the

“Debtors”) hereby applies for an order (the “Application”), pursuant to sections 328 and 1103 of

chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) and Rule 2014 of the

Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the Committee to

retain Stutzman, Bromberg, Esserman & Plifka, PC (“Stutzman Bromberg”) and Susman

Godfrey L.L.P. (“Susman Godfrey”) as special counsel to the Creditors’ Committee in

connection with certain litigation proceedings, nunc pro tunc to August 13, 2009, pursuant to the

terms of that certain contingent fee agreement, dated as of August 13, 2009, among the

Creditors’ Committee, Susman Godfrey and Stutzman Bromberg (the “Contingent Fee

Agreement”), a copy of which is attached hereto as Exhibit A and incorporated herein by

reference. In support of this Application, the Creditors’ Committee respectfully represents as

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follows:

Background

1. On April 30, 2009 (the “Petition Date”), the Debtors filed voluntary

petitions for relief under chapter 11 of the Bankruptcy Code. The Debtors continue to operate

their businesses and manage their properties as debtors-in-possession pursuant to sections 1107

and 1108 of the Bankruptcy Code.

2. On May 5, 2009, the Office of the United States Trustee for the Southern

District of New York appointed the Creditors’ Committee to represent the interests of all

unsecured creditors in these chapter 11 cases. The current members of the Creditors’ Committee

are: (i) International Union, United Automobile, Aerospace & Agricultural Implement Workers

of America, UAW; (ii) DARCARS Imports, Inc.; (iii) Desiree Sanchez; and (iv) Patricia

Pascale.1

3. On June 5, 2009, the Court issued an order that authorized certain Debtors

to enter into that certain Settlement Agreement III, dated as of June 5, 2009 (“Settlement

Agreement III”), by and among Daimler, Daimler North America Finance Corporation

(“DNAF”), Daimler Investments US Corporation (“DIUS”, and together with Daimler and

DNAF, the “Daimler Parties”), CG Investment Group, LLC, CG Investor, LLC, Chrysler

Holding LLC, Carco Intermediate Holdco I LLC, Chrysler LLC, and the Pension Benefit

Guaranty Corporation. Section 6(b) of the Settlement Agreement III provides for the release of

certain claims against certain parties, including the Daimler Parties, unless the Creditors’

1 As a result of the consummation of a sale transaction involving the Debtors and Fiat S.p.A., seven Creditors’

Committee members – AutoNation, Inc., Continental Automotive Systems, Inc., Cummins, Inc., Magna International, Inc., Ohio Module Manufacturing Co., Pension Benefit Guaranty Corporation, and Zanetti Chrysler Jeep Dodge – have resigned from the Creditors’ Committee.

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Committee, delivers to Debtors’ counsel a demand (the “Committee Demand”) for the Debtors to

bring claims against the Daimler Parties as set forth in a proposed complaint that accompanied

the Committee Demand (the “Daimler Complaint”).

4. In early June 2009, the Creditors’ Committee began an investigation into

the existence and viability of potential claims and causes of action arising out Daimler’s

restructuring of the Debtor and subsequent sale of the Debtor to Cerberus in 2007, including

whether certain transfers that occurred in connection with this restructuring were fraudulent and

violated Daimler’s fiduciary duties. The Creditors’ Committee’s investigation has confirmed

that the estate of Debtor Old CarCo LLC (“CarCo”) possesses claims against Daimler and related

parties that, in the Committee’s view, are meritorious and have enormous potential value to

CarCo’s estate.

5. At a meeting of the Creditors’ Committee held on July 31, 2009, the

Creditors’ Committee selected Susman Godfrey and Stutzman Bromberg (collectively, “Special

Counsel”) as its special counsel to prosecute claims and causes of action described in the

Daimler Complaint against the parties named therein (the “Daimler Litigation”) on behalf of

CarCo’s estate.

6. On August 3, 2009, the Creditors’ Committee properly delivered the

Committee Demand and the Daimler Complaint upon Daimler and its counsel.

7. On August 13, 2009, this Court issued an order that authorized the

Creditors’ Committee to file the Daimler Complaint and prosecute the Daimler Litigation on

behalf of the estate of CarCo.

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Jurisdiction and Venue

8. This Court has jurisdiction over this Application pursuant to 28 U.S.C.

§§ 157 and 1334. This Application raises a core matter under 28 U.S.C. § 157(b)(2)(A). Venue

of these cases and this Application is proper in this district pursuant to 28 U.S.C. §§ 1408 and

1409. The relief sought herein may be granted under sections 328 and 1103 of the Bankruptcy

Code and Bankruptcy Rule 2014.

Relief Requested

9. The Creditors’ Committee hereby seeks authorization, pursuant to sections

328 and 1103 of the Bankruptcy Code and Bankruptcy Rule 2014, to retain Special Counsel as

special counsel, nunc pro tunc to August 13, 2009, for the limited purpose of representing the

Creditors’ Committee in connection with the Daimler Litigation. In support of this Application,

the Creditors’ Committee submits the Declaration of Jacob W. Buchdahl of Susman Godfrey (the

“Buchdahl Declaration”), attached hereto as Exhibit B, and the Declaration of Sander L.

Esserman of Stutzman Bromberg (the “Esserman Declaration”), attached hereto as Exhibit C.

The Creditors’ Committee respectfully requests that a proposed order (the “Proposed Order”) in

the form attached hereto as Exhibit D be entered by the Court.

10. The terms and conditions of Special Counsel’s proposed retention by the

Creditors’ Committee are set forth in the Contingent Fee Agreement.

11. The Creditors’ Committee believes that Special Counsel’s retention should

be approved by this Court because Special Counsel’s services would be beneficial for the estates

in these chapter 11 cases. The Special Counsel are highly qualified and disinterested, and the

terms of their retention set forth in the Contingent Fee Agreement are fair and reasonable.

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Basis for Relief

12. Pursuant to section 328(a) of the Bankruptcy Code, “a committee... with

the court’s approval, may employ a professional person under section 1103 [of the Bankruptcy

Court]... 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.” 11 U.S.C. §328(a).

Furthermore, pursuant to section 1103 of the Bankruptcy Code, a committee, with the court’s

approval, may employ on or more attorneys to perform services for such committee.

13. As required by Bankruptcy Rule 2014(a), this Application sets forth the

following: (a) the facts showing the necessity for Special Counsel’s employment, (b) the reasons

for the Creditors’ Committee’s selection of Special Counsel as special counsel in connection

with the Daimler Litigation, (c) the professional services to be provided by Special Counsel, (d)

the arrangement between the Creditors’ Committee and Special Counsel with respect to

compensation of Special Counsel, and (e) to the best of the Creditors’ Committee’s knowledge,

the extent of Special Counsel’s connections, if any, to certain parties in interest in these chapter

11 cases.

Necessity for Special Counsel

14. On August 13, 2009, the Creditors’ Committee was granted leave to file

the Daimler Complaint and prosecute the Daimler Litigation on behalf of CarCo’s estate. A

successful outcome in the Daimler Litigation would provide enormous value for CarCo’s estate

in these chapter 11 cases. The Creditors’ Committee has determined that the claims set forth in

the Daimler Complaint have merit and should be pursued. Susman Godfrey and Stutzman

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Bromberg have agreed to prosecute the Daimler Litigation on a contingent fee basis as described

herein, thereby sparing the estate most of the expense of this litigation. The Creditors’

Committee submits that the terms of the Contingent Fee Agreement will limit the cost of the suit

to a small fraction of what it might otherwise cost to pursue.

15. Accordingly, the Creditors’ Committee seeks to retain Special Counsel to

prosecute the Daimler Litigation for the benefit of CarCo’s estate and its creditors.

Qualifications of Susman Godfrey and Stutzman Bromberg

16. The Creditors’ Committee submits that both Susman Godfrey and

Stutzman Bromberg possess superior experience and qualifications necessary to act as special

counsel to the Creditors’ Committee in connection with the Daimler Litigation.

17. The Creditors’ Committee has selected Susman Godfrey as special

counsel because of the firm’s extensive experience in representing plaintiffs in a broad range of

complex, high-stakes commercial litigation matters. This experience includes the representation

of plaintiffs in suits asserting claims for fraudulent conveyance, breach of fiduciary duty, and

unjust enrichment, including In re First Capital Holdings, Case No. 91- 75518 (SB) (Bankr. C.D.

Ca. 1991), In re Enron, Case No. 01-16034 (AJG) (Bankr. S.D.N.Y. 2001) and In re

Metropolitan Mortgage & Securities Co., Case No. 04-00757 (PCW) (Bankr. E.D. Wa. 2004).

18. The Creditors’ Committee has selected Stutsman Bromberg because the

firm’s wealth of experience in bankruptcy and bankruptcy related commercial litigation.

Stutsman Bromberg has been counsel to parties, including creditors’ committees, in numerous

major bankruptcy cases, including In re Asarco LLC, Case No. 05-21207 (RSS) (Bankr. S.D.

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Tex. 2005), In re Combustion Engineering, Inc. Case No. 03-10495 (JKF) (Bankr. Del. 2003), In

re: Pilgrim’s Pride Corporation, Case No. 08-45664 (DML) (Bankr. N.D. Tex.. 2008), In re

Venturelink Holdings, Inc., Case No. 02-80906 (BJH) (Bankr. N.D. Tex. 2002) and In re T H

Agricultural & Nutrition, L.L.C., Case No. 08-14692 (REG) (Bankr. S.D.N.Y. 2008).

19. Based on the foregoing, the Creditors’ Committee believes that Susman

Godfrey and Stutsman Bromberg are both well qualified and able to represent the Creditors’

Committee as special counsel in a most efficient and timely manner.

Services to be Rendered by Special Counsel

20. Subject to the terms and conditions set forth in the Contingent Fee

Agreement, the Creditors’ Committee desires to retain Special Counsel to prosecute the Daimler

Litigation as fully set forth in the Contingent Fee Agreement.

Compensation for Services to be Rendered by Special Counsel

21. The Creditors’ Committee requests the approval of the Contingent Fee

Agreement, including the compensation provisions therein pursuant to section 328(a) of the

Bankruptcy Code. The Creditors’ Committee and Special Counsel have agreed that Special

Counsel shall be paid on a contingency basis, as set forth in the Contingent Fee Agreement, the

Buchdahl Declaration and the Esserman Declaration.

22. Pursuant to the Contingent Fee Agreement, Special Counsel will be

compensated as follows:

a. Contingent Fee: The contingent fee will vary depending on when the matter is resolved.

(1) As to any of Creditors’ Committee claims that are settled within ninety (90) days of the filing the Daimler Complaint,

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Special Counsel will receive 18.75% of the gross recovery under $125 million, 15% of the gross between $125 million and $200 million and 11.75% of any gross recovery above that.

(2) As to any of Creditors’ Committee claims that are settled after ninety (90) days but before one hundred and eighty (180) days after filing the Daimler Complaint, Special Counsel will receive 21.875% of the gross recovery under $125 million, 17.5% of the gross recovery between $125 million and $200 million and 13.125% of any gross recovery above that.

(3) As to any of Creditors’ Committee’s claims that are settled after one hundred and eighty (180) days after filing the Daimler Complaint, Special Counsel will receive 25% of the gross recovery under $125 million, 20% of the gross recovery between $125 million and $200 million and 15% of any gross recovery above that. The term “gross recovery” means all money or other things of value recovered by the Old Car LLC bankruptcy estate or a liquidation trust created by a confirmed chapter 11 plan of liquidation (the “Litigation Trust”), including the value of any business accommodation recovered, including any attorney’s fees awarded by the court or arbitrator(s), and without reduction for any expenses of litigation.

b. Division of Responsibilities and Fees between Susman Godfrey and Stutzman Bromberg. Susman Godfrey and Stutzman Bromberg will split the fee and the work on a 70/30 basis. Susman Godfrey and Stutzman Bromberg have agreed that Stephen D. Susman shall be lead counsel and shall have the final decision on whom work is assigned to and how it is allocated between the two firms.

c. Noncash Settlements. If the Daimler Litigation is settled and the Creditors’ Committee receives value other than in cash, Special Counsel shall be entitled to demand and receive, at their option: (i) payment in cash, under the above Contingent Fee payment scheme, of Special Counsel’s applicable contingent percentage of (a) the present value of any noncash consideration plus (b) any cash received upon settlement; or (ii) an undivided interest in any property received by the Creditors’ Committee, equal to Special Counsel’s applicable contingent percentage of the above Contingent Fee payment scheme, plus payment of Special Counsel’s applicable contingent percentage of any cash received as a result of settlement.

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d. Pre-Effective Date Expenses. Prior to the effective date (“Effective Date”) of a Plan, Special Counsel will submit their monthly out-of-pocket costs, disbursements, and litigation expenses (collectively, “Expenses”) to the Debtors for payment in accordance with the Order, Pursuant to Sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a) and Local Bankruptcy Rule 2016-1, Establishing Procedures for Interim Monthly Compensation for Professionals, dated May 20, 2009 [Docket No. 1334] (the “Interim Compensation Order”), as well as any other applicable orders that may be entered by the bankruptcy court. Special Counsel’s Expenses may include, but are not limited to, court fees, service-of-process charges, photocopies, computer-assisted legal research, long distance telephone and telecopy charges, messenger and delivery fees, court reporter fees, travel, meals, hotel and messenger/overnight delivery charges. Special Counsel’s Expenses may also include charges billed by outside service providers that are not “professionals” within the meaning of section 1103 of the Bankruptcy Code (“Non-Professional Service Providers”), such as a court-reporting firm, EIS or document production company. Special Counsel’s charges for certain types of in-house expenses are contained in Exhibit B to the Contingent Fee Agreement.

e. Pre-Effective Date Professionals. If Special Counsel determines that the services of one or more experts or other non-legal professionals are necessary for the prosecution of the Claims prior to the Effective Date, Creditors’ Committee agree to retain such professionals pursuant to sections 328 and 1103 of the Bankruptcy Code. For their services and expenses incurred prior to the Effective Date, such professionals shall be compensated pursuant to the terms of the Interim Compensation Order and any other applicable bankruptcy court orders; their retention agreement will clearly state that Special Counsel are not responsible for any of their charges.

f. Post-Effective Date Expenses and Professionals. For all Expenses incurred after the Effective Date, Special Counsel will invoice the Litigation Trust on a monthly basis, and all invoices will be due and payable within 30 days after receipt. To the extent that Special Counsel’s pre-Effective Date Expenses have not been paid in full by the Effective Date or promptly thereafter in accordance with the Interim Compensation Order and any other applicable bankruptcy court orders, the Litigation Trust will promptly pay any remaining pre-Effective Date Expenses, plus interest at the rate of 1.5% per month on all unpaid amounts. In addition, the Litigation Trust will be responsible for payment of all fees and expenses incurred after

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the Effective Date by any expert witnesses or other non-legal professionals, and for all charges incurred after the Effective Date by any other outside service providers. For any such outside service provider that Special Counsel retain after the Effective Date on the Litigation Trust’s behalf, the Litigation Trust will enter into a contract with such service provider that will clearly state that Special Counsel are not responsible for any of their charges and that the Litigation Trust will pay such charges directly to the provider as billed. Special Counsel’s policies on outside vendors are contained in Exhibit C to the Contingent Fee Agreement.

No Adverse Interest, Disinterestedness and Disclosure of Connections

23. The Creditors’ Committee believes that neither Susman Godfrey nor

Stutzman Bromberg holds or represents an interest that is adverse either to the Creditors’

Committee or the Debtors’ estates nor does either such firm have any connection with the

Debtors’ estates or creditors or any party-in-interest herein in the matters for which Special

Counsel are to be retained, except as set forth in either the Buchdahl Declaration and Esserman

Declaration. Therefore, to the best of the Creditors’ Committee's knowledge, each of Susman

Godfrey and Stutzman Bromberg is a “disinterested person” within the meaning of section

101(14) of the Bankruptcy Code.

24. To check and clear potential conflicts of interest in these chapter 11 cases,

each of Susman Godfrey and Stutzman Bromberg searched their respective client databases to

determine whether they had any relationships with the entities identified in (a) Schedule 1 to

Corinne Ball’s declaration in support of the Debtors’ application to retain Jones Day LLP and (b)

Exhibit A to the supplemental disclosure statement in support of the Debtors’ application to

retain Jones Day LLP.

25. To the best of the Creditors’ Committee’s knowledge, other than as set

forth in the Buchdahl Declaration and the Esserman Declaration, Special Counsel do not have

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any connection with the Debtors, its estates, its creditors, any party in interest, their respective

attorneys and accountants, the United States Trustee or any person employed in the office of the

United States Trustee or any other party with an actual or potential interests in these chapter 11

cases.

Notice

26. Notice of this Motion has been provided to (i) the U.S. Trustee, (ii)

counsel to the Debtors, and (iii) all the parties identified on the General Service List and the

Special Service List (as such terms are defined in the Case Management Order). The Creditors’

Committee submits that no other or further notice is required.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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WHEREFORE the Creditors’ Committee respectfully requests entry of the

Proposed Order granting the relief requested herein, nunc pro tunc to August 13, 2009, and such

other and further relief as is just and proper.

THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF OLC CARCO LLC, et al.


By: /s/__Alan Brayton____________________ Alan Brayton

Co-Chairman, Official Committee of Unsecured Creditors for Old Carco LLC, et al.

EXHIBIT A

To Retention Application

Aug 13 2009 3:16PM

HP LFISERJET FAX

7079339902

p.2

Mr. Alan BraytonAugust 13, 2009Page 9

Sincerely yours,

SUSMAN GODFREY L.L.P.

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA

Sander L. Esserman

Exhibits:Exhibit A — ComplaintExhibit B -- In-House ChargesExhibit C Policy on Outside Vendors

AGREED TO AND ACCEPTED:

UNSECURED CREDITORS' COMMITTEE

4?.setkQ7Man BraytonCo-Chairman

Date: ! t. I

EIN Number:(Please provide this number for bank use in establishing trust account)

By:

9

EXHIBIT A (To Contingent Fee Agreement)

Complaint

(the Complaint is being filed under seal)

EXHIBIT B (To Contingent Fee Agreement)

EXHIBIT B Page 1

963795v1/107572

CURRENT SUSMAN GODFREY L.L.P. 2009 IN-HOUSE CHARGES

AMOUNT 1. Photocopy ............................................................................................................10¢ per page 2. Printing (for jobs of more than 10 pages) Black and white................................................................................................10¢ per page Color..................................................................................................................$1 per page 3. Secretarial overtime at a rate from $20 to $70 per hour. 4. Computerized research passed through at actual cost to firm. 5. Long distance call charges, credit card, and collect conference calls passed through at actual cost

to firm. 6. Susman privately owned aircraft: When he, or other firm professionals, fly on it for your case,

unless you have agreed otherwise, we will only charge you what it would cost him, or the other firm professionals, for a comparable commercial flight.

EXHIBIT C (To Contingent Fee Agreement)

EXHIBIT C 708425v1/107572

Susman Godfrey's Policy on Outside Vendors

We use outside vendors to provide services such as reproduction of documents,

production of exhibits, jury consultation, court reporting, videography and an array of

substantive consultants and testifying experts. In each case, we ask the outside vendor to

contract directly with our clients, to make its own credit arrangements with our clients and to

send its invoices directly to our clients. While we make recommendations, the client has

absolute freedom to retain whomever he wishes, as long as the service provider can do the job.

There are, however, several types of vendors which we use when the client does not insist on

someone else.

Most of our outside copy work (small jobs are done in-house and charged pursuant to

Exhibit B) will be sent to our two “preferred” copy companies which specialize in litigation

photocopying and document production. In return for assuring us that the prices are competitive,

we will send all work other than small jobs which can be done onsite to these “preferred” copy

companies because we are familiar with their consistent quality and prompt service. But again,

the client is free to ask us to use a different copy company of its choice.

EXHIBIT B


Declaration Of Jacob W. Buchdahl

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SUSMAN GODFREY Jacob W. Buchdahl (JB 1902) 654 Madison Avenue, 5th Floor New York, NY 10065 Telephone: (212) 336-8330 Facsimile: (212) 336-8340

Proposed Special Counsel to the Official Committee of Unsecured Creditors of Old Carco LLC, et al.

UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF NEW YORK

In re: Chapter 11 OLD CARCO LLC Case No. 09-50002 (AJG) (f/k/a CHRYSLER LLC), et al., Jointly Administered Debtors

DECLARATION OF JACOB BUCHDAHL IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED



Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, Jacob Buchdahl,

Esq., declares:

1. I am a partner at Susman Godfrey L.L.P. (“Susman Godfrey” or the “Firm”), a

law firm with offices in New York, Texas, California, and Washington. I am resident in the

Firm’s New York office at 654 Madison Avenue, 5th Floor, New York, New York 10065-8404.

I am admitted to practice law in the State of New York, the United States District Court for the

Southern District of New York, and the United States Court of Appeals for the Second Circuit. I

am authorized to submit this Declaration in support of the Application of the Official Committee

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of Unsecured Creditors (the “Creditors’ Committee”) Pursuant to Sections 328 and 1103 of the

Bankruptcy Code Authorizing the Retention of Stutzman, Bromberg, Esserman & Plifka, PC and

Susman Godfrey L.L.P. (“Susman Godfrey”), as Special Counsel to the Committee, Nunc Pro

Tunc to July 31, 2009 (the “Application”)1.

2. Neither I, the Firm, nor any partner or associate thereof, insofar as I have been

able to ascertain, has any connection with the Debtors, their creditors or any other parties in

interest herein, or their respective attorneys and accountants, the U.S. Trustee, or any person

employed in the office of the U.S. Trustee, except as set forth herein.

3. Section 1103(b) of the Bankruptcy Code does not incorporate the general

“disinterestedness” standard of Code § 327(a). However, Rule 2014(a) of the Federal Rules of

Bankruptcy Procedure requires that an application for employment under Section 1103 of the

Bankruptcy Code disclose all connections with the Debtors, the estates, the professionals and the

Office of the Trustee. The Firm, therefore, discloses its known connections as follows.

4. I performed, or caused to be performed, the following investigation of

disinterestedness before submitting this Declaration:

a. A list of names was assembled using information identified in both (1) Schedule 1 to Corinne Ball’s declaration in support of the Debtors’ application to retain Jones Day LLP and (2) Exhibit A to the supplemental disclosure statement in support of the Debtors’ application to retain Jones Day LLP (collectively, the “Ball Declaration”).

b. Susman Godfrey maintains a database which contains the names of clients and other parties interested in particular matters (the “Client Database”). The Client Database includes the name of each current or former client and the names of the Susman Godfrey personnel who are or were responsible for current or former matters for such client. Susman Godfrey compared each of the Contact Parties to the names in the Client Database.

1 Capitalized terms not otherwise defined herein shall have the meanings and definitions ascribed to such terms in

the Application.

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c. Susman Godfrey then identified matches between the Client Database and the Contact Parties as of August 4, 2009 (the “Client Match List”), together with the names of the respective Susman Godfrey personnel responsible for current or former matters for the entities on the Client Match List.

d. Susman Godfrey then reviewed the Client Match List and deleted obvious name coincidences and entities that were adverse parties. The remaining client connections with regard to which Susman Godfrey had represented the client within the last two years were compiled for purposes of this Affidavit and are contained on Schedule 1 hereto.

5. After reviewing the Client Match List, it appears that Susman Godfrey does not

hold or represent an interest that is adverse to the Debtors’ estates, is a disinterested person who

does not hold or represent any interest adverse to and has no connection (subject to the

disclosures in Schedule 1 hereto) with the Debtors herein, their creditors, the U.S. Trustee or any

party-in-interest herein in the matters upon which Susman Godfrey is to be retained, and is a

“disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, subject to

the disclosures in Schedule 1 hereto showing connections with parties listed on the Contact List

who have been clients of the Firm within the last two years.

6. Susman Godfrey is a “disinterested person,” as that term is defined in section

l0l(14)of the Bankruptcy Code in that Susman Godfrey in that the Firm, its shareholders and

associates (a) are not creditors, equity security holders or insiders of the Debtors; (b) are not and

were not, within two (2) years before the Petition Date, a director, officer, or employee of the

Debtors; (c) are not and were not, within three (3) years before the Petition Date, an investment

banker for a security of the Debtors, or an attorney for such investment banker in connection

with the offer, sale or issuance of any security of the Debtors; (d) do not have an interest

materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity

security holders, by reason of any direct or indirect relationship to, connection with, or interest

in, the Debtors, or for any other reason, except as disclosed herein. Susman Godfrey has certain

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relationships with certain creditors, other parties in interest, and other professionals in connection

with unrelated matters, but has not represented any such party in connection with matters relating

to the Debtors. Susman Godfrey believes that its representation of such creditors or other parties

in such other matters has not and will not affect its representation of the Creditors’ Committee in

prosecuting Daimler Claims.

7. Susman Godfrey represents and has represented over the past several years certain

of the non-debtor entities in non-related matters. Susman Godfrey anticipates continuing such

representation. Susman Godfrey has in the past represented, currently represents, and may in the

future represent entities that may be claimants or interest holders of the Debtors in matters

unrelated to the Debtors’ pending Chapter 11 cases. Similarly, Susman Godfrey has in the past

been adverse to, is currently adverse to, and may in the future be adverse to claimants or interest

holders of the Debtors in matters unrelated to the Debtors’ pending Chapter 11 cases. Susman

Godfrey has a large and diversified practice limited to litigation that encompasses the

representation of financial institutions and commercial corporations, some of which are or may

consider themselves to be creditors or parties in interest in the Debtor’s pending chapter 11 cases

or to otherwise have interests in these cases. Susman Godfrey believes that its representation of

such creditors or other parties in such other matters has not and will not affect its representation

of the Creditors’ Committee in prosecuting Daimler Claims.

8. Susman Godfrey will continue to examine any possible conflicts as additional

information concerning entities having a connection with the Debtors is developed and will file

appropriate supplemental disclosure with the Court as necessary.

KL2 2616563.1

9. Pursuant to the Contingent Fee Agreement, and subject to the Court’s approval,

the Creditors’ Committee proposes to pay Stutzman Bromberg and Susman Godfrey

(collectively, “Special Counsel”) as follows:

a. Contingent Fee: The contingent fee will vary depending on when the matter is resolved. Generally, the contingent fee increases with the passage of time and work required.

(1) As to any of Creditors’ Committee claims that are settled within ninety (90) days of the filing the Daimler Complaint, Special Counsel will receive 18.75% of the gross recovery under $125 million, 15% of the gross between $125 million and $200 million and 11.75% of any gross recovery above that.


(3) As to any of Creditors’ Committee’s claims that are settled after one hundred and eighty (180) days after filing the Daimler Complaint, Special Counsel will receive 25% of the gross recovery under $125 million, 20% of the gross recovery between $125 million and $200 million and 15% of any gross recovery above that.

The term “gross recovery” means all money or other things of value recovered by the Old Car LLC bankruptcy estate or a liquidation trust created by a confirmed chapter 11 plan of liquidation (the “Litigation Trust”), including the value of any business accommodation recovered, including any attorney’s fees awarded by the court or arbitrator(s), and without reduction for any expenses of litigation.


c. Noncash Settlements. If the Daimler Litigation is settled and the Creditors’ Committee receives value other than in cash, Special Counsel shall be entitled to demand and receive, at their option: (i) payment in cash, under the above Contingent Fee payment scheme, of Special Counsel’s applicable contingent percentage of (a) the present value of any

KL2 2616563.1

noncash consideration plus (b) any cash received upon settlement; or (ii) an undivided interest in any property received by the Creditors’ Committee, equal to Special Counsel’s applicable contingent percentage of the above Contingent Fee payment scheme, plus payment of Special Counsel’s applicable contingent percentage of any cash received as a result of settlement.



f. Post-Effective Date Expenses and Professionals. For all Expenses incurred after the Effective Date, Special Counsel will invoice the Litigation Trust on a monthly basis, and all invoices will be due and payable within 30 days after receipt. To the extent that Special Counsel’s pre-Effective Date Expenses have not been paid in full by the Effective Date or promptly thereafter in accordance with the Interim Compensation Order and any other applicable bankruptcy court orders, the Litigation Trust will promptly pay any remaining pre-Effective Date Expenses, plus

KL2 2616563.1

interest at the rate of 1.5% per month on all unpaid amounts. In addition, the Litigation Trust will be responsible for payment of all fees and expenses incurred after the Effective Date by any expert witnesses or other non-legal professionals, and for all charges incurred after the Effective Date by any other outside service providers. For any such outside service provider that Special Counsel retain after the Effective Date on the Litigation Trust’s behalf, the Litigation Trust will enter into a contract with such service provider that will clearly state that Special Counsel are not responsible for any of their charges and that the Litigation Trust will pay such charges directly to the provider as billed. Special Counsel’s policies on outside vendors are contained in Exhibit C to the Contingent Fee Agreement.

11. I respectfully submit that the above fee arrangement is reasonable in light of the

industry practice, market rates for both in and out of chapter 11 proceedings, Susman Godfrey’s

experience, and the type of work to be performed pursuant to Susman Godfrey’s retention.

12. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing

is true and correct.


/s/ Jacob W. Buchdahl_____________ Jacob W. Buchdahl

KL2 2616563.1

Schedule 1

Schedule of Interested Parties that Currently Employ or Have Within the Last Two Years Employed Susman Godfrey L.L.P. in Matters Unrelated to the Debtors or their Chapter 11 Cases

INTERESTED PARTY RELATIONSHIP TO THE DEBTORS

CLIENTS

ACE Aviation Holdings, Inc. Major Business Affiliation of Chrysler LLC’s Directors and Managers

Affiliate companies ACE Insurance, ACE USA, ACE Insurance Management Limited, ACE Limited, ACE American Insurance Company, ACE Bermuda LTD, and ACE Global Markets are current clients.

ACE Limited Major Insurer and/or Insurance Broker

ACE Limited is a current client. See also description under ACE Aviation Holdings, Inc.

Ceva Common Carriers, Customs Brokers, and Warehousemen

Ceva Freight LLC is paying certain legal expenses for a current client, who was formerly an officer of EGL, Inc. The client is the subject of a derivative litigation arising from the purchase of EGL by CEVA Group Plc.

Delphi Automotive Systems Major Supplier Delphi Corporation (to which Delphi Automotive Systems was renamed) is a current client.

General Electric Company Major Fleet Customer General Electric is a current client.

The Hertz Corporation Major Fleet Customer Hertz is a former client.

Pepsico, Inc. Major Fleet Customer Pepsico is a former client.

Michael J. Ross Current Directors, Managers and Officers of Debtors other than Chrysler LLC

Michael Ross is a former client of the firm, but we have reason to believe it is not the same Michael Ross listed on

KL2 2616563.1

the Contact Parties.

Joseph P. and Patricia Murphy Parties to Significant Litigation with the Debtors

Patricia Murphy is a former client of the firm, but we have reason to believe it is not the same Patricia Murphy listed on the Contact Parties.

EXHIBIT C


Declaration of Sander L. Esserman

KL2 2615612.2

STUTZMAN, BROMBERG, ESSERMAN & PLIFKA, PC Sander L. Esserman 2323 Bryan Street, Suite 2200 Dallas, Texas 75201-2689 (214) 969-4900 Proposed Special Counsel to the Official Committee of Unsecured Creditors of Old Carco LLC, et al.



Debtors.

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DECLARATION OF SANDER L. ESSERMAN IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED



Pursuant to Rule 2014(a) of the Federal Rules of Bankruptcy Procedure, Sander L.

Esserman, Esq., declares:

1. I am a shareholder in the firm of Stutzman, Bromberg, Esserman & Plifka,

PC (“Stutzman Bromberg” or the “Firm”), and maintain an office at 2323 Bryan Street, Dallas,

Texas 75201-2689. I am duly admitted to practice law in the State of Texas, the United States

District Court for the Northern District of Texas and the United States Courts of Appeals for the

Second Circuit and Fifth Circuits. I am authorized to submit this Declaration in support of the

Application of the Official Committee of Unsecured Creditors (the “Creditors’ Committee”)

3 KL2 2615612.2

Pursuant to Sections 328 and 1103 of the Bankruptcy Code Authorizing the Retention of

Stutzman, Bromberg, Esserman & Plifka, PC and Susman Godfrey L.L.P. (“Susman Godfrey”),

as Special Counsel to the Committee, Nunc Pro Tunc to July 31, 2009 (the “Application”)1.

2. Neither I, the Firm, nor any shareholder, or associate thereof, insofar as I

have been able to ascertain, has any connection with the Debtors, their creditors or any other

parties in interest herein, or their respective attorneys and accountants, the U.S. Trustee, or any

person employed in the office of the U.S. Trustee, except as set forth herein.

3. Section 1103(b) of the Bankruptcy Code does not incorporate the general

“disinterestedness” standard of Code § 327(a). However, Rule 2014(a) of the Federal Rules of

Bankruptcy Procedure requires that an application for employment under Section 1103 of the

Bankruptcy Code disclose all connections with the Debtors, the estates, the professionals and the

Office of the Trustee. The Firm, therefore, discloses its known connections as follows.

4. The Firm has made the following investigation of disinterestedness prior

to submitting this Declaration. The Firm has undertaken a full and thorough review of its

computer database, which contains the names of clients and other parties interested in particular

matters. The Firm requires all of its professionals, before accepting the representation of a new

client, or the representation of an existing client in a new matter, to perform a conflicts check

through the Firm’s database and to enter conflict information regarding new clients or new

matters into that database. Thus, a review of said computerized database should reveal any and

all actual or potential conflicts of interest with respect to any given representation. In particular,

1 Capitalized terms not otherwise defined herein shall have the meanings and definitions ascribed to such terms in

the Application.

4 KL2 2615612.2

an employee of the Firm, under my supervision, ran the names of the parties (the “Contact

Parties”) identified in both (a) Schedule 1 to Corinne Ball’s declaration in support of the

Debtors’ application to retain Jones Day LLP and (b) Exhibit A to the supplemental disclosure

statement in support of the Debtors’ application to retain Jones Day LLP (collectively, the “Ball

Declaration”). According to the Ball Declaration, the Contact Parties include, but are not limited

to, the Debtors; the ultimate owners of the Debtors; the Debtors’ current and former officers,

directors and managers; the Debtors’ prepetition first-lien and second-lien secured lenders; the

agent for the Debtors’ prepetition first-lien loan facility; the Debtors’ major fleet customers; the

Debtors’ major retail dealers; the Debtors’ major suppliers; the Debtors’ 50 largest unsecured

creditors; members of the Creditors’ Committee; the parties to derivatives agreements with the

Debtors; the Debtors’ major lessors; parties to collective bargaining agreements with the

Debtors; the Debtors’ common carriers, customs brokers and warehousemen; parties to

significant litigation with the Debtors; parties to material license agreements and permits with

the Debtors; and major insurers and insurance brokers of the Debtors. The Firm’s database was

examined to determine which, if any, of the Contact Parties had been a client of the Firm within

the two years preceding the date of this Declaration.

5. Based on the results of the database, it appears that Stutzman Bromberg

does not hold or represent an interest that is adverse to the Debtors’ estates, is a disinterested

person who does not hold or represent any interest adverse to and has no connection (subject to

the disclosures set forth below) with the Debtors herein, their creditors, the U.S. Trustee or any

party-in-interest herein in the matters upon which Stutzman Bromberg is to be retained, and is a

“disinterested person” within the meaning of section 101(14) of the Bankruptcy Code, subject to

5 KL2 2615612.2

the following material disclosures showing connections with parties listed on the Contact List

who have been clients of the Firm within the last two years:

a. Patricia Pascale, a member of the Creditors’ Committee, through her counsel Brayton Purcell LLP, engaged Stutzman Bromberg to serve as her co-counsel in the Chrysler bankruptcy proceedings. Stutzman Bromberg believes that its representation of Patricia Pascale (i) has not affected and will not affect its representation of the Creditors’ Committee in connection with the Daimler Litigation and (ii) does not constitute the representation of an adverse interest with respect to either the Creditors’ Committee or Patricia Pascale.

b. Stutzman Bromberg has represented and continues to represent Pepsico Inc. in matters that are not related to Chrysler.

c. In 2007 and 2008, Stutzman Bromberg represented Bombardier Capital Inc. in matters that are not related to Chrysler.

6. The Debtors have numerous creditors and other parties-in-interest.

Stutzman Bromberg may have in the past represented, and may presently or in the future

represent or be deemed adverse to, creditors or parties-in-interest in addition to those specifically

disclosed herein in matters unrelated to these cases. Stutzman Bromberg believes that its

representation of such creditors or other parties in such other matters has not and will not affect

its representation of the Creditors Committee in prosecuting the Daimler claims.

7. Furthermore, Stutzman Bromberg is a “disinterested person” as that term

is defined in section 101(14) of the Bankruptcy Code in that the Firm, its shareholders and

associates:

a. are not creditors, equity security holders or insiders of the Debtors;

b. are not and were not, within two (2) years before the Petition Date, a director, officer, or employee of the Debtors;

6 KL2 2615612.2

c. are not and were not, within three (3) years before the Petition Date, an investment banker for a security of the Debtors, or an attorney for such investment banker in connection with the offer, sale or issuance of any security of the Debtors;

d. do not have an interest materially adverse to the interests of the Debtors’ estates or of any class of creditors or equity security holders, by reason of any direct or indirect relationship to, connection with, or interest in, the Debtors, or for any other reason, except as disclosed herein.

8. Pursuant to the Contingent Fee Agreement, and subject to the Court’s

approval, the Creditors’ Committee proposes to pay Stutzman Bromberg and Susman Godfrey

(collectively, “Special Counsel”) as follows:

a. Contingent Fee: The contingent fee will vary depending on when the matter is resolved. Generally, the contingent fee increases with the passage of time and work required.

(1) As to any of Creditors’ Committee claims that are settled within ninety (90) days of the filing the Daimler Complaint, Special Counsel will receive 18.75% of the gross recovery under $125 million, 15% of the gross between $125 million and $200 million and 11.75% of any gross recovery above that.


(3) As to any of Creditors’ Committee’s claims that are settled after one hundred and eighty (180) days after filing the Daimler Complaint, Special Counsel will receive 25% of the gross recovery under $125 million, 20% of the gross recovery between $125 million and $200 million and 15% of any gross recovery above that.

The term “gross recovery” means all money or other things of value recovered by the Old Car LLC bankruptcy estate or a liquidation trust created by a confirmed chapter 11 plan of liquidation (the “Litigation Trust”), including the value of any business accommodation recovered, including any attorney’s fees

7 KL2 2615612.2

awarded by the court or arbitrator(s), and without reduction for any expenses of litigation.


c. Noncash Settlements. If the Daimler Litigation is settled and the Creditors’ Committee receives value other than in cash, Special Counsel shall be entitled to demand and receive, at their option: (i) payment in cash, under the above Contingent Fee payment scheme, of Special Counsel’s applicable contingent percentage of (a) the present value of any noncash consideration plus (b) any cash received upon settlement; or (ii) an undivided interest in any property received by the Creditors’ Committee, equal to Special Counsel’s applicable contingent percentage of the above Contingent Fee payment scheme, plus payment of Special Counsel’s applicable contingent percentage of any cash received as a result of settlement.


8 KL2 2615612.2


f. Post-Effective Date Expenses and Professionals. For all Expenses incurred after the Effective Date, Special Counsel will invoice the Litigation Trust on a monthly basis, and all invoices will be due and payable within 30 days after receipt. To the extent that Special Counsel’s pre-Effective Date Expenses have not been paid in full by the Effective Date or promptly thereafter in accordance with the Interim Compensation Order and any other applicable bankruptcy court orders, the Litigation Trust will promptly pay any remaining pre-Effective Date Expenses, plus interest at the rate of 1.5% per month on all unpaid amounts. In addition, the Litigation Trust will be responsible for payment of all fees and expenses incurred after the Effective Date by any expert witnesses or other non-legal professionals, and for all charges incurred after the Effective Date by any other outside service providers. For any such outside service provider that Special Counsel retain after the Effective Date on the Litigation Trust’s behalf, the Litigation Trust will enter into a contract with such service provider that will clearly state that Special Counsel are not responsible for any of their charges and that the Litigation Trust will pay such charges directly to the provider as billed. Special Counsel’s policies on outside vendors are contained in Exhibit C to the Contingent Fee Agreement.

9. I respectfully submit that the above fee arrangement is reasonable in light

of the industry practice, market rates for both in and out of chapter 11 proceedings, Stutzman

Bromberg’s experience, and the type of work to be performed pursuant to Stutzman Bromberg’s

retention.

10. Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the

foregoing is true and correct.

9 KL2 2615612.2

Dated: Corpus Christi, Texas August 13, 2009 /s/ Sander L. Esserman______________

Sander L. Esserman

KL2 2615451.3

Exhibit D


(Proposed Order)

KL2 2615451.3



Debtors.

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ORDER PURSUANT SECTIONS 328 AND 1103 OF THE BANKRUPTCY CODE AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS TO RETENTION OF STUTZMAN, BROMBERG, ESSERMAN & PLIFKA, PC AND SUSMAN GODFREY L.L.P., AS SPECIAL COUNSEL

TO THE COMMITTEE, NUNC PRO TUNC TO AUGUST 13, 2009

Upon the Application (the “Application”) of the Official Committee of

Unsecured Creditors (the “Creditors’ Committee”), of the above-captioned debtors and debtors-

in-possession (collectively, the “Debtors”) pursuant to sections 328 and 1103 of title 11 of the

United States Code (the “Bankruptcy Code”) and rule 2014(a) of the Federal Rules of

Bankruptcy Procedure (the “Bankruptcy Rules”), authorizing the Creditors’ Committee to retain

Stutzman, Bromberg, Esserman & Plifka, PC (“Stutzman Bromberg”) and Susman Godfrey

L.L.P. (“Susman Godfrey” and together with Stutzman Bromberg, collectively, “Special

Counsel”) as special counsel to the Creditors’ Committee in connection with certain litigation

proceedings ( “Daimler Litigation”), nunc pro tunc to August 13, 2009, pursuant to the terms of

that certain contingent fee agreement, dated August 13, 2009 (the “Contingent Fee Agreement”),

a copy of which is attached as Exhibit A to the Application, and upon the Declaration of Jacob

W. Buchdahl of Susman Godfrey (the “Buchdahl Declaration”), attached as Exhibit B to the

Application, and the Declaration of Sander L. Esserman of Stutzman Bromberg (the “Esserman

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KL2 2615451.3

Declaration”), attached as Exhibit C to the Application; and the Court being satisfied based on

the representations in the Application, the Buchdahl Declaration and the Esserman Declaration

that Special Counsel is “disinterested” as defined in section 101(14) of the Bankruptcy Code, and

holds no interest adverse to the Creditors’ Committee, the Debtors, their creditors or any party-

in-interest in connection with the matters for which Special Counsel are to be retained by the

Creditors’ Committee, as required by section 328(a) of the Bankruptcy Code; and the Court

having jurisdiction to consider the Application and the relief requested therein pursuant to 28

U.S.C. §§ 157 and 1334; and consideration of the Application and the relief requested therein

being a core proceeding pursuant to 28 U.S.C. § 157(b); and venue being proper before this

Court pursuant to 28 U.S.C. §§ 1408 and 1409; and due and proper notice of the Application

having been provided, and it appearing that no other or further notice be provided; and the Court

having reviewed the Application; and the Court having determined that the legal and factual

bases set forth in the Application establish just cause for the relief granted herein; and upon all of

the proceedings had before this Court, and after due deliberation and sufficient cause appearing

therefore;

IT IS HEREBY ORDERED THAT:

1. The Application is granted to the extent set forth herein, nunc pro tunc to August 13, 2009.

2. In accordance with sections 328 and 1103 of the Bankruptcy Code, the

Creditors’ Committee is authorized to retain Stutzman Bromberg and Susman Godfrey as special

counsel to the Creditors’ Committee in connection with Daimler Litigation, nunc pro tunc to

August 13, 2009, pursuant to the terms of the Contingent Fee Agreement.

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KL2 2615451.3

3. The Contingent Fee Agreement is approved pursuant to section 328(a) of the

Bankruptcy Code, and the Creditors’ Committee is authorized to pay and reimburse Special

Counsel according to the terms and at the times specified in the Contingent Fee Agreement.

4. Special Counsel shall apply for compensation and reimbursement of expenses,

and be paid for such compensation and reimbursement, in accordance with the procedures set

forth in sections 330 and 331 of the Bankruptcy Code, applicable Bankruptcy Rules, local rules

and orders of the Court, guidelines established by the United States Trustee and the Order,

Pursuant to sections 105(a) and 331 of the Bankruptcy Code, Bankruptcy Rule 2016(a) and

Local Bankruptcy Rule 2016-1, Establishing Procedures for Interim Monthly Compensation for

Professionals (Docket No. 1334); provided, however, that, Special Counsel shall apply to the

Court for compensation and reimbursement when it is entitled to payment under the contingency

fee arrangement pursuant to the Contingent Fee Agreement; provided, further, that the Special

Counsel shall not be required to maintain or submit to the Court records of detailed time entries

in connection with professional services described in the Application, or submit interim or final

fee applications.

5. To the extent that there may be any inconsistency between the terms of the

Application, the Contingent Fee Agreement, or this Order, the terms of this Order shall govern.

6. The Creditors’ Committee is authorized to take all actions necessary to

effectuate the relief granted pursuant to this Order in accordance with the Application.

7. This Court shall retain jurisdiction to hear and determine all matters arising

from the implementation of this Order.

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KL2 2615451.3

Dated: New York, New York August ___, 2009

UNITED STATES BANKRUPTCY JUDGE

Documents

Hearing Date: August 27, 2009 at 10:00 a.m. (prevailing ... -- retention appl'n.pdf · Gonzalez, United States Bankruptcy Judge, in Room 523 of the United States Bankruptcy Court