NYI-4244604v28 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF NEW YORK 

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In re 

Old Carco LLC 

(f/k/a Chrysler LLC), et al.,

 Debtors. 

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Chapter 11 

Case No. 09-50002 (AJG)

(Jointly Administered) 

ORDER CONFIRMING SECOND AMENDED JOINT PLAN 

OF LIQUIDATION OF DEBTORS AND DEBTORS IN POSSESSION, AS MODIFIED

 The above-captioned debtors and debtors in possession (collectively, 

the "Debtors") having proposed the Second Amended Joint Plan of Liquidation of Debtors and 

Debtors in Possession, dated as of January 22, 2010 (Docket No. 6272), which was included in the 

contents of the Solicitation Materials (as defined below) distributed to the creditors entitled to vote 

thereon, and as modified by the revisions identified in the Notice of Modifications to Second 

Amended Joint Plan of Liquidation of Debtors and Debtors in Possession, filed with this Court on 

April 13, 2010 (Docket No. 6784) and on the record at the Confirmation Hearing (as defined below) 

(collectively and including all exhibits thereto, the "Plan"),1

 a true and correct copy of which 

(without exhibits) is attached hereto as Annex I; this Court having conducted an evidentiary hearing 

to consider confirmation of the Plan on April 20, 2010 (the "Confirmation Hearing"); this Court 

having considered: 

(i) the testimony of the three witnesses proffered and/or called at the 

Confirmation Hearing; 

(ii) the four exhibits of the Debtors admitted into evidence at the Confirmation 

Hearing and the other exhibits admitted for the purposes of the Confirmation 

Hearing; 

 

1

 Capitalized terms not otherwise defined herein have the meanings given to them in the Plan. 
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(iii) the arguments of counsel and other parties in interest presented at the 

Confirmation Hearing; 

(iv) the objections, or any joinder therein, Filed or asserted with respect to 

Confirmation of the Plan (collectively, the "Objections"), including the 

Objections identified in the Objection Summary Chart (as defined below) and 

on the record at the Confirmation Hearing; 

(v) the resolution and settlement of 14 of the 18 timely Objections to 

Confirmation of the Plan and the resolution of the one late-filed Objection to 

Confirmation of the Plan, as described in the Objection Summary Chart and 

on the record at the Confirmation Hearing; 

(vi) the Plan Exhibits, as filed with the Bankruptcy Court; and 

(vii) the pleadings and other documentation Filed by the Debtors in support of the 

Plan, including: 

A. the Declaration of Jeffrey B. Ellman Certifying the Tabulation of 

Votes on, and the Results of Voting with Respect to, Second 

Amended Joint Plan of Liquidation of Debtors and Debtors in 

Possession, dated March 9, 2010 (Docket No. 6577); 

B. the Amended Declaration of Jeffrey B. Ellman Certifying the 

Tabulation of Votes on, and the Results of Voting with Respect to, 

Second Amended Joint Plan of Liquidation of Debtors and Debtors in 

Possession, dated March 23, 2010 (Docket No. 6656); 

C. the Corrected Amended Declaration of Jeffrey B. Ellman Certifying 

the Tabulation of Votes on, and the Results of Voting with Respect to, 

Second Amended Joint Plan of Liquidation of Debtors and Debtors in 

Possession, dated March 23, 2010 (Docket No. 6824) (including the 

attached declaration of Epiq Bankruptcy Solutions, LLC, as the 

Tabulation Agent, the "Voting Declaration"), which was admitted as 

one of the Debtors' exhibits at the Confirmation Hearing (See

Transcript of Confirmation Hearing, April 20, 2010 (Docket 

No. 6866) (the "4/20 Transcript"), at 59:9 – 59:10); 

D. the Debtors' (I) Memorandum of Law in Support of Confirmation of 

Second Amended Joint Plan of Liquidation of Debtors and Debtors in 

Possession, as Modified, and (II) Consolidated Reply to Certain 

Objections Thereto, dated March 11, 2010 (Docket 

No. 6605) (the "Confirmation Memorandum"), including (x) the 

summary of the Debtors' compliance with the standards of 

sections 1129(a) and 1129(b) of the Bankruptcy Code (inclusive of 

the standards of sections 1122, 1123, 1125 and 1126 of the 

Bankruptcy Code) (the "Confirmation Standards Exhibit") attached to 

the Confirmation Memorandum as Exhibit A and (y) the summary of 

the Objections to the Plan received by the Debtors prior to the 
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Confirmation Hearing (the "Objection Summary Chart") attached to 

the Confirmation Memorandum as Exhibit B; 

E. A revised and updated version of Confirmation Standards Exhibit, 

filed with this Court on April 19, 2010 (Docket No. 6830) 

(the "Updated Confirmation Standards Exhibit"); 

F. A revised and updated version of the Objection Summary Chart, filed 

with this Court on April 15, 2010 (Docket No. 6807) (the "Updated 

Objection Summary Chart"); 

G. the Declaration of Robert J. Manzo in Support of Second Amended 

Joint Plan of Liquidation of Debtors and Debtors in Possession, dated 

March 11, 2010 (Docket No. 6604) (the "Manzo Declaration"), which 

was admitted as one of the Debtors' exhibits at the Confirmation 

Hearing (See id. at 59:11 – 59:12); and 

H. the Supplemental Declaration of Robert J. Manzo in Support of 

Second Amended Joint Plan of Liquidation of Debtors and Debtors in 

Possession, as Modified, dated April 14, 2010 (Docket No. 6794) 

(the "Supplemental Manzo Declaration"), which was admitted as one 

of the Debtors' exhibits at the Confirmation Hearing (See id. at 59:13 

– 59:14), including the revised Feasibility Analysis attached thereto as 

Exhibit A (the "Feasibility Analysis"); 

this Court having taken judicial notice of and considered the docket in the Chapter 11 Cases; this 

Court being familiar with the Plan and other relevant factors affecting these Chapter 11 Cases 

pending under the Bankruptcy Code; this Court having found that due and proper notice has been 

given with respect to the Confirmation Hearing and the deadlines and procedures for Filing 

objections to the Plan; the appearance of all interested parties having been duly noted in the record of 

the Confirmation Hearing; and upon the record of the Confirmation Hearing (which is incorporated 

herein by reference), and after due deliberation thereon, and sufficient cause appearing therefor; 

IT IS HEREBY FOUND AND CONCLUDED THAT:

JURISDICTION AND VENUE

A. The Bankruptcy Court has jurisdiction over this matter and these Chapter 11 

Cases pursuant to 28 U.S.C. § 1334. 
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B. Confirmation of the Plan is a core proceeding pursuant to 28 U.S.C. 

§ 157(b)(2)(L), and the Bankruptcy Court has jurisdiction to enter a final order with respect thereto. 

C. Venue is proper before the Bankruptcy Court pursuant to 28 U.S.C. §§ 1408 

and 1409. 

D. The Debtors are proper debtors under section 109 of the Bankruptcy Code, 

and the Debtors are proper proponents of the Plan under section 1121(a) of the Bankruptcy Code. 

The Chapter 11 Cases were filed in good faith and not for any improper purpose. See

4/20 Transcript, at 51:24 – 52:19; 64:13 – 66:7; 126:18 – 126:22; and at 133-134; Manzo 

Declaration, ¶ 35. 

E. Each of the conditions precedent to the entry of this Order has been satisfied 

in accordance with Section III.A of the Plan or properly waived in accordance with Section III.C of 

the Plan. See 4/20 Transcript, at 81:16 – 82:18 and 134:9 – 134:11; Stipulation and Agreed Order 

Extending the Outside Termination Date to the First Lien Winddown Order, dated March 15. 2010 

(Docket No. 6612); Stipulation and Agreed Order Extending Termination Date in DIP Lender 

Winddown Order, dated March 22, 2010 (Docket No. 6641). 

COMPLIANCE WITH THE STANDARDS FOR 

CONFIRMATION UNDER SECTION 1129 OF THE BANKRUPTCY CODE

F. Burden of Proof. Each of the Debtors, as proponents of the Plan, has met its 

burden of proving the standards of sections 1129(a) and 1129(b) of the Bankruptcy Code by a 

preponderance of the evidence, which is the applicable evidentiary standard in the Bankruptcy Court. 

G. Bankruptcy Rule 3016(a). The Plan is dated and identifies the Debtors as the 

Plan proponents, thereby satisfying Bankruptcy Rule 3016(a). 
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H. Plan Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(1). The 

Plan complies with each applicable provision of the Bankruptcy Code. In particular, the Plan 

complies with the requirements of sections 1122 and 1123 of the Bankruptcy Code as follows:2

1. Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). In accordance 

with section 1122(a) of the Bankruptcy Code, Section II.B of the Plan 

classifies each Claim against and Interest in the Debtors into one of 

nine Classes containing only substantially similar Claims or Interests. 

See Updated Confirmation Standards Exhibit, at 9. In accordance 

with section 1123(a)(1) of the Bankruptcy Code, Section II.B of the 

Plan properly classifies all Claims and Interests that require 

classification. See id., at 9-10.

2. Specified Unimpaired Classes (11 U.S.C. § 1123(a)(2)). In 

accordance with section 1123(a)(2) of the Bankruptcy Code, 

Section II.B of the Plan properly identifies and describes each Class 

of Claims and Interests that is not impaired under the Plan. See id.

at 10. 

3. Specified Treatment of Impaired Classes (11 U.S.C. § 1123(a)(3)). 

In accordance with section 1123(a)(3) of the Bankruptcy Code, 

Section II.B of the Plan properly identifies and describes the 

treatment of each Class of Claims or Interests that is impaired under 

the Plan. See id.

4. No Discrimination (11 U.S.C. § 1123(a)(4)). In accordance with 

section 1123(a)(4) of the Bankruptcy Code, the Plan provides the 

same treatment for each Claim or Interest of a particular Class unless 

the holder of such a Claim or Interest has agreed to less favorable 

treatment. See id.

5. Implementation of the Plan (11 U.S.C. § 1123(a)(5)). In accordance 

with section 1123(a)(5) of the Bankruptcy Code, the Plan provides 

adequate means for its implementation, including, without limitation: 

(a) the establishment of the Liquidation Trust and the appointment of 

the Liquidation Trustee; (b) the vesting of the Debtors' assets in the 

Liquidation Trust (including the transfer of the Daimler Litigation and 

other Liquidation Trust Assets to the Liquidation Trust); (c) the 

appointment of the Litigation Manager to prosecute to conclusion or 

settle the Daimler Litigation; (d) the consummation of the 

Restructuring Transactions; (e) the establishment of the 

 

2

 See S. Rep. No. 989, 95th Cong., 2d Sess. 126, reprinted in 1978 U.S.C.C.A.N. 5787, 5912 (1978); H.R. 

Rep. No. 595, 95th Cong., 1st Sess. 412, reprinted in 1978 U.S.C.C.A.N. 5963, 6368 (1977); see In re 

Johns Manville Corp., 68 B.R. 618, 629-30 (Bankr. S.D.N.Y. 1986), as modified, 78 B.R. 407 (S.D.N.Y. 

1987), aff'd, 843 F.2d 636 (2d Cir. 1988) ("Objections to confirmation raised under § 1129(a)(1) generally 

involve the failure of a plan to conform to the requirements of § 1122(a) or § 1123."). 
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Environmental Reserve; and (f) the provisions regarding postEffective Date corporate governance and other actions in Article IV 

of the Plan. See id. at 10-11. 

6. Non-Voting Equity Securities (11 U.S.C. § 1123(a)(6)). The Debtors 

are liquidating, and the Plan is a liquidating plan. As such, pursuant 

to the Plan, the Equity Interests will be cancelled in accordance with 

the Restructuring Transactions, the Debtors will cease to exist 

(subject to the Restructuring Transactions) and neither the Debtors 

nor the Liquidation Trust will issue equity securities. Therefore, 

section 1123(a)(6) of the Bankruptcy Code is not applicable. See id.

at 11. 

7. Designation of Trustee (11 U.S.C. § 1123(a)(7)). In accordance with 

section 1123(a)(7) of the Bankruptcy Code, the provisions of the Plan, 

the Liquidation Trust Agreement and the Litigation Manager 

Agreement regarding the manner of selection of the Liquidation 

Trustee and the Litigation Manager (including, without limitation, 

Section IV.B.3.c and IV.H of the Plan) are consistent with the 

interests of creditors and equity security holders and with public 

policy. The Original Debtors are liquidating, will cease to exist 

(subject to the Restructuring Transactions) and will no longer have 

directors, managers, officers or trustees after the Effective Date. 

3217923 Nova Scotia Company ("Nova Scotia Co."), a non-Debtor 

subsidiary of Old Carco, is the general partner of Debtor Alpha 

Holding. On the Effective Date, the Liquidation Trust will be 

appointed as an empowered person with respect to Nova Scotia Co. 

See id. at 11; 4/20 Transcript, at 61:13 – 62:12 and 134:9 – 134:11. 

8. Impairment/Unimpairment of Any Class of Claims or Interests 

(11 U.S.C. § 1123(b)(1)). In accordance with section 1123(b)(1) of 

the Bankruptcy Code, Section II.B of the Plan impairs or leaves 

unimpaired, as the case may be, each Class of Claims and Interests. 

See Updated Confirmation Standards Exhibit, at 12. 

9. Assumption and Rejection of Executory Contracts and Unexpired 

Leases (11 U.S.C. § 1123(b)(2)). In accordance with 

section 1123(b)(2) of the Bankruptcy Code, Section II.E and other 

provisions of the Plan, as supplemented by the Contracts Procedures 

Order (as defined below), and Plan Exhibit II.E.2 (Executory 

Contracts and Unexpired Leases to Be Assumed), provide for the 

assumption and assignment, or rejection, of the Executory Contracts 

or Unexpired Leases of the Debtors that have not been previously 

assumed, assumed and assigned or rejected pursuant to section 365 of 

the Bankruptcy Code and orders of the Bankruptcy Court. See id.

10. Retention of Causes of Action (11 U.S.C. § 1123(b)(3)). 

In accordance with section 1123(b)(3) of the Bankruptcy Code, 

(a) Section III.E.1 of the Plan provides that, except as otherwise 
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provided in the Plan or in any contract, instrument, release or other 

agreement entered into or delivered in connection with the Plan, the 

Liquidation Trust will retain and the Liquidation Trustee may enforce 

any claims, demands, rights, defenses and Causes of Action that any 

Debtor or any Estate may hold against any Entity, including Recovery 

Actions other than the Daimler Litigation, to the extent not expressly 

released under the Plan or by Final Order of the Bankruptcy Court; 

(b) Section III.E.2 of the Plan provides that, among other things, on 

the Effective Date, the Daimler Litigation shall be assigned to the 

Liquidation Trust and the Liquidation Trust shall succeed to the 

interests of the Estates in the Daimler Litigation; and (c) the 

Liquidation Trust and the Liquidation Trustee (and solely and 

exclusively with respect to the Daimler Litigation and as set forth in 

Section IV.G.2 and IV.H of the Plan and in the Litigation Manager 

Agreement, the Litigation Manager) shall each be a "representative of 

the estate" under section 1123(b)(3)(B) of the Bankruptcy Code. 

See id. 

11. Transfer of Remaining Assets to Liquidation Trust (11 U.S.C. 

§ 1123(b)(4). In accordance with section 1123(b)(4) of the 

Bankruptcy Code, the Plan provides for the transfer of all remaining 

assets in the Debtors' Estates to the Liquidation Trust and the creation 

of the Liquidation Trust to effectuate the orderly liquidation and 

winddown of all assets contributed thereto and the distribution of any 

proceeds thereof to creditors in accordance with the Plan. See id.

at 13. 

12. Modification of Claimholders' Rights (11 U.S.C. § 1123(b)(5)). 

In accordance with section 1123(b)(5) of the Bankruptcy Code, 

Section II.B of the Plan modifies or leaves unaffected, as the case 

may be, the rights of holders of Claims in each Class. No such Claim 

is secured by a security interest in real property that is a Debtor's 

primary residence. See id.

13. Other Additional Plan Provisions (11 U.S.C. § 1123(b)(6)). 

In accordance with section 1123(b)(6) of the Bankruptcy Code, the 

Plan includes additional appropriate provisions that are not 

inconsistent with applicable provisions of the Bankruptcy Code, 

including, but not limited to, the provisions of Article I, Article III, 

Article IV, Article V, Article VI, Article VII, Article VIII, Article IX 

and Article X of the Plan. See id.

14. Cure of Defaults (11 U.S.C. § 1123(d)). In accordance with 

section 1123(d) of the Bankruptcy Code, Section II.E.4 of the Plan 

provides for the satisfaction of Cure Amount Claims associated with 

each Executory Contract or Unexpired Lease to be assumed and 

assigned pursuant to the Plan in accordance with section 365 of the 

Bankruptcy Code. All Cure Amount Claims will be determined in 

accordance with the underlying agreements and applicable law, 
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pursuant to the Order, Pursuant to Sections 105, 365 and 1123 of the 

Bankruptcy Code : (I) Establishing Procedures with Respect to the 

Proposed Assumption and Assignment and Rejection of Executory 

Contracts and Unexpired Leases, Pursuant to the Debtors' Joint Plan 

of Liquidation and Applicable Law; and (II) Approving the Form and 

Manner of Notice Thereof, dated February 18, 2010 (Docket 

No. 6415) (the "Contract Procedures Order"). See id.

I. The Debtors' Compliance with the Bankruptcy Code (11 U.S.C. 

§ 1129(a)(2)). The Debtors have complied with all applicable provisions of the Bankruptcy Code 

with respect to the Plan and the solicitation of acceptances or rejections thereof. In particular, the 

Plan complies with the requirements of sections 1125 and 1126 of the Bankruptcy Code as follows: 

1. In compliance with the Order (I) Approving Disclosure Statement, 

(II) Establishing Procedures for Solicitation and Tabulation of Votes 

to Accept or Reject Amended Joint Plan of Liquidation, 

(III) Scheduling Hearing on Confirmation of Amended Joint Plan of 

Liquidation and (IV) Approving Related Notice Procedures, dated 

January 21, 2010 (Docket No. 6264) (the "Disclosure Statement 

Order"), on or before January 30, 2010, the Debtors, through their 

Claims and Noticing Agent, Epiq Bankruptcy Solutions, LLC 

("Epiq"), caused copies of the following materials (collectively, 

the "Solicitation Materials") to be transmitted to all holders of Claims 

in Classes that were entitled to vote to accept or reject the Plan 

(i.e., Claims in Classes 2A and 3A) and other parties in interest: 

• a cover letter describing the Solicitation Materials; 

• notice of the Confirmation Hearing and related matters 

(the "Confirmation Hearing Notice"); 

• the Disclosure Statement together with the exhibits thereto, 

including the Plan, in either (a) printed format or 

(b) electronic format on a CD-ROM, containing the same 

materials that have been filed with this Court before the date 

of the mailing, except as set forth below or in the Disclosure 

Statement Order with respect to holders of Claims in 

Classes 1, 2D, 3B and 4B; 

• for parties receiving the CD-ROM, instructions for the use of 

such CD-ROM and information about how to obtain, at 

no charge, hard copies of any materials that are provided on 

the CD-ROM, which was included in the cover letter 

described above; 
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• letters from the Debtors and the Creditors' Committee, 

recommending acceptance of the Plan (see Docket No. 6238); 

and 

• for holders of Claims in voting Classes, an appropriate form 

of Ballot and a Ballot return envelope. 

 See Affidavits of Solicitation Mailing (Docket Nos. 6355, 6356, 6357, 

6358, 6359, 6360), dated February 8, 2010 (collectively, 

the "Solicitation Service Affidavit"), ¶ 2; Voting Declaration, 

Annex A; 4/20 Transcript, at 41:18 – 43:10. 

2. In compliance with the Disclosure Statement Order, on or before 

January 30, 2010, the Debtors, through Epiq, caused copies of the 

Solicitation Materials to be transmitted to: (a) all persons or entities 

that have timely filed proofs of Claim on or before the Record Date 

(or their transferees in accordance with the Disclosure Statement 

Order) other than a proof of Claim filed by the Indenture Trustee or 

a Bondholder asserting a Claim under or evidenced by the Bonds; 

(b) all persons or entities identified in the Debtors' Schedules as 

holding liquidated, noncontingent, undisputed Claims as of the 

Record Date (or their transferees in accordance with the Disclosure 

Statement Order); (c) all parties in interest that have filed notices in 

accordance with Bankruptcy Rule 2002 in these Chapter 11 Cases on 

or before the Record Date; (d) the U.S. Trustee; and (e) each holder of 

record of Bonds as of the Record Date that holds such Bonds, as 

applicable, in its own name rather than in street name as a Master 

Ballot Agent for Beneficial Owners (as such terms are defined in the 

Special Solicitation Procedures for Bondholders attached as Annex 4 

to the Disclosure Statement Order). See Solicitation Service 

Affidavit, ¶ 3; Voting Declaration, Annex A, ¶¶ 7-9; 4/20 Transcript, 

at 42:2 – 42:7; 

3. In compliance with the Disclosure Statement Order, on or before 

February 5, 2010, the Debtors, through Epiq, caused copies of the 

Solicitation Materials to be transmitted to each Master Ballot Agent 

for distribution to Beneficial Owners as of the Record Date. See id.

4. In compliance with the Disclosure Statement Order, on or before 

January 30, 2010, the Debtors, through Epiq, caused the Confirmation 

Hearing Notice and a notice of non-voting status to be transmitted to 

holders of Claims or Interests in Classes 1 and 2D under the Plan. 

See Solicitation Service Affidavit, ¶ 3.

5. In compliance with the Disclosure Statement Order, on or before 

January 30, 2010, the Debtors, through Epiq, transmitted the 

Confirmation Hearing Notice, without other Solicitation Materials, to: 

(a) holders of unclassified Claims under the Plan; (b) all persons or 

entities identified in the Debtors' respective Schedules as holding an 
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unliquidated, contingent or disputed Claim and who did not file a 

proof of Claim; (c) all other known holders of potential Claims 

against the Debtors, if any, as of the Record Date; (d) all equity 

security holders of the Debtors; and (e) all parties to Executory 

Contracts or Unexpired Leases with the Debtors, as reflected on the 

Debtors' books and records or the Schedules, (A) that had not 

previously been assumed and assigned pursuant to an order of this 

Court and (B) that had not previously been rejected by an order of this 

Court, or had been rejected but with respect to which the bar date for 

asserting rejection damages claims has not passed as of the Record 

Date. See id.

6. In compliance with the Disclosure Statement Order, on or before 

January 30, 2010, the Debtors made available on the Document 

Website, the Confirmation Hearing Notice, the Disclosure Statement 

Order and the Disclosure Statement together with the exhibits thereto, 

including the Plan on file at that time. 

7. In compliance with the Disclosure Statement Order, on 

January 28, 2010, the Debtors caused a copy of the Confirmation 

Hearing Notice to be published in the national edition of The Wall 

Street Journal and worldwide edition of The Financial Times. 

See Notice of Filing Affidavits of Publication in The Wall Street 

Journal and The Financial Times (Docket No. 6313). 

8. Plan Exhibits X.A.75, X.A.82 and X.A.121 were attached to the Plan 

filed on January 22, 2010 as Docket No. 6272. 

9. On February 19, 2010, the Debtors Filed (and made available on the 

Document Website) Plan Exhibits X.A.142 (Form of Liquidation 

Trust Agreement) and X.A.147 (Form of Litigation Manager 

Agreement). See Notice of Filing of Certain Exhibits to Second 

Amended Joint Plan of Liquidation of Debtors and Debtors in 

Possession (Docket No. 6449) (the "LTA/LMA Notice"), ¶ 2 and 

Exhibits A and B. 

10. On February 23, 2010, the Debtors Filed (and made available on the 

Document Website) Plan Exhibit X.A.189 (Restructuring 

Transactions). See Notice of Filing of Plan Exhibit X.A.189: 

Overview of Restructuring Transactions (Docket No. 6456), ¶ 2 and 

Exhibit A. 

11. On March 1, 2010, the Debtors Filed (and made available on the 

Document Website) Plan Exhibit X.A.143 (Liquidation Trust Assets). 

See Notice of Filing of Plan Exhibit X.A.143: Schedule of 

Liquidation Trust Assets (Docket No. 6495), ¶ 2 and Exhibit A. 

12. On March 9, 2010, the Debtors Filed (and made available on the 

Document Website) Plan Exhibit II.E.2 (Executory Contracts and 
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Unexpired Leases to Be Assumed). See Notice of Filing of Plan 

Exhibit II.E.2: Schedule of Executory Contracts and Unexpired 

Leases to be Assumed (Docket No. 6578), ¶ 2 and Exhibit A. 

13. On April 13, 2010, the Debtors Filed (and made available on the 

Document Website): (a) Plan Exhibit X.A.93C (Form of 

Environmental Response Agreement); and (b) revised Plan Exhibits 

X.A.142 (Form of Liquidation Trust Agreement), X.A.143 

(Liquidation Trust Assets) and X.A.189 (Restructuring Transactions), 

and blacklined copies of such revised Plan Exhibits showing the 

changes made to the drafts of such revised Plan Exhibits that were 

previously filed with the Court. See Notice of Filing of Plan Exhibit 

X.A.93C and Revised Plan Exhibits X.A.142, X.A.143 and X.A.189 

(Docket No. 6787). 

14. The Confirmation Hearing Notice provided due and proper notice of 

the Confirmation Hearing and all relevant dates, deadlines, 

procedures and other information relating to the Plan and/or the 

solicitation of votes thereon, including, without limitation, the Voting 

Deadline; the deadline for objecting to the Plan; the time, date and 

place of the Confirmation Hearing (as originally scheduled to be 

conducted on March 16, 2010); and the release provisions in the Plan. 

See Disclosure Statement Order, ¶ 5. On March 12, 2010, in 

accordance with paragraph 12 of the Disclosure Statement Order 

(which provides that the Confirmation Hearing may be continued 

from time to time by this Court without further notice other than the 

announcement of the adjourned date), the Debtors filed the Notice of 

Adjournment of Hearing to Consider Confirmation of Second 

Amended Joint Plan of Liquidation of Debtors and Debtors in 

Possession, as Modified (Docket No. 6610), adjourning the 

Confirmation Hearing to April 5, 2010. On March 30, 2010, in 

accordance with paragraph 12 of the Disclosure Statement Order, the 

Debtors filed the Notice of Further Adjournment of Hearing to 

Consider Confirmation of Second Amended Joint Plan of Liquidation 

of Debtors and Debtors in Possession, as Modified (Docket No. 

6690), further adjourning the Confirmation Hearing to April 20, 2010. 

15. All persons entitled to receive notice of the Disclosure Statement, the 

Plan and the Confirmation Hearing have received proper, timely and 

adequate notice in accordance with the Disclosure Statement Order, 

applicable provisions of the Bankruptcy Code and the Bankruptcy 

Rules, and have had an opportunity to appear and be heard with 

respect thereto. See Solicitation Service Affidavit, ¶ 3. 

16. The Debtors solicited votes with respect to the Plan in good faith and 

in a manner consistent with the Bankruptcy Code, the Bankruptcy 

Rules and the Disclosure Statement Order, including, without 

limitation, the inclusion of letters from the Debtors and the Creditors' 

Committee recommending acceptance of the Plan in the Solicitation 
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Materials. Accordingly, the Debtors are entitled to the protections 

afforded by section 1125(e) of the Bankruptcy Code and the 

exculpation provisions set forth in Section III.E.6 of the Plan. See id. 

17. Claims and Interests in Classes 1, 2D and 4B under the Plan are 

unimpaired, and such Classes are deemed to have accepted the Plan 

pursuant to section 1126(f) of the Bankruptcy Code. See Updated 

Confirmation Standards Exhibit, at 14-15. 

18. Claims in Classes 2B, 2C and 4A are impaired and holders of claims 

and interests in these Classes will receive no distributions under the 

Plan; therefore, these Classes are deemed to have rejected the Plan in 

accordance with section 1126(g) of the Bankruptcy Code. See id.

at 15. 

19. Claims in Class 3B under the Plan are impaired, are not entitled to 

any distribution under the Plan and will be extinguished on the 

Effective Date, subject to the Restructuring Transactions; 

notwithstanding such classification, holders of Class 3B Claims are 

deemed to have accepted the Plan. See id.

20. Epiq has made a final determination of the validity of, and tabulation 

with respect to, all acceptances and rejections of the Plan by holders 

of Claims entitled to vote on the Plan, including the amount and 

number of accepting and rejecting Claims in Classes 2A and 3A 

under the Plan. See Voting Declaration, ¶¶ 9-10 and Annex A. 

21. Each of Classes 2A and 3A has accepted the Plan by at least 

two-thirds in amount and a majority in number of the Claims in such 

Classes actually voting, after excluding the votes of insiders. See

Voting Declaration, ¶¶ 9-11.

22. In light of the voting results, Classes 2A and 3A voted to accept the 

Plan, pursuant to section 1126(c) of the Bankruptcy Code. See id.

23. The affidavit of Epiq (attached as an exhibit to the Voting 

Declaration) with respect to the voting on the Plan sets forth the 

tabulation of votes, as required by the Bankruptcy Code, the 

Bankruptcy Rules and the Disclosure Statement Order. See Voting 

Declaration, Annex A.

J. Plan Proposed in Good Faith (11 U.S.C.§ 1129(a)(3)). The Plan has been 

proposed in good faith and not by any means forbidden by law, and complies with section 1129(a)(3) 

of the Bankruptcy Code. The Chapter 11 Cases were filed and the Plan was proposed to maximize 

the value of the Debtors' Estates for the benefit of the Debtors' creditors and parties in interest, and 
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for no ulterior purpose. The Plan fairly achieves a result consistent with the objectives and purposes 

of the Bankruptcy Code; specifically, the Plan is designed to liquidate the remaining assets of the 

Debtors' Estates in the most efficient and cost effective manner, thereby maximizing the value of the 

ultimate recoveries for the Debtors' creditors on a fair and equitable basis. In so finding, this Court 

has considered the totality of the circumstances in these Chapter 11 Cases. The Plan is the result of 

extensive good faith, arm's length negotiations between the Debtors and certain of their principal 

constituencies (including the Creditors' Committee, the Government DIP Lenders and the First Lien 

Agent) and reflects substantial input from the principal constituencies having an interest in the 

Chapter 11 Cases and, as evidenced by the overwhelming acceptance of the Plan, achieves the goal 

of an orderly and consensual liquidation. The Creditors' Committee supports confirmation of the 

Plan. Further, as described in greater detail below, the Plan's classification, indemnification, 

injunction, release and exculpation provisions have been negotiated in good faith, are consensual and 

voluntary and are consistent with sections 105, 1122, 1123(b)(3)(A), 1123(b)(6), 1129 and 1142 of 

the Bankruptcy Code and applicable law in this Circuit, and were each necessary for the Debtors to 

successfully reach agreement with the other parties in interest with regard to the Plan. See 4/20 

Transcript, at 51:24 – 52:19; 64:13 – 66:7; 126:18 – 126:22; and at 133-134; Updated Confirmation 

Standards Exhibit, at 15; Manzo Declaration, ¶ 35. 

K. Payment for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)). 

No payment for services or costs and expenses in or in connection with the Chapter 11 Cases, or in 

connection with the Plan and incident to the Chapter 11 Cases, has been or will be made by the 

Debtors other than payments that have been authorized by order of the Bankruptcy Court. Except as 

otherwise provided under the Plan or set forth in this Order, all such payments to be made to 

Professionals or other entities asserting a Fee Claim for services rendered before the Effective Date, 

other than Ordinary Course Professionals asserting a Fee Claim for services rendered or expenses 
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NYI-4244604v28 

incurred before the Effective Date, will be subject to review and approval by the Bankruptcy Court. 

See Updated Confirmation Standards Exhibit, at 16.

L. Post-Confirmation Liquidation Trustee, Litigation Manager and Governance 

of Alpha Holding (11 U.S.C. § 1129(a)(5)). 

1. The Debtors are liquidating, and the Original Debtors will cease to 

exist pursuant to the Plan. The Original Debtors will have no officers, 

managers, directors or trustees after the Effective Date. 

2. The Debtors have disclosed the identity and affiliations of the 

Liquidation Trustee and the Litigation Manager, as well as the nature 

of their compensation. See Updated Confirmation Standards Exhibit, 

at 16-17; Disclosure Statement, at 78 and 86-87; Plan, 

Sections IV.H.4, X.A.145 and X.A.146; Plan Exhibit X.A.142 (as 

revised), Section 9.1, Exhibit A; Plan Exhibit X.A.147, Section 2.1 

and Article IV. The appointment of (a) RJM I, LLC, a limited 

liability company for which Robert J. Manzo is the sole manager, as 

the Liquidation Trustee; and (b) Alan R. Brayton, Esq. as Litigation 

Manager is consistent with the interests of the creditors, equity 

security holders and with public policy. See Updated Confirmation 

Standards Exhibit, at 17. The Liquidation Trustee has been selected 

with the agreement of the Debtors' primary creditor constituencies. 

The Litigation Manager has been selected by the Creditors' 

Committee, with the approval of the First Lien Agent and the 

Government DIP Lenders. See Confirmation Memorandum, at 22; 

Updated Confirmation Standards Exhibit, at 16-17; 4/20 Transcript, at 

62:1 – 62:12; 66:16 – 67:14; and 134:9 – 134:11. 

3. Debtor Alpha Holding will not have any directors or officers after the 

Effective Date. On the Effective Date, non-Debtor Old Carco Canada 

Holding ULC's Equity Interests in Debtor Alpha Holding will be 

transferred to the Liquidation Trust, subject to the Restructuring 

Transactions. Nova Scotia Co. is the general partner of Alpha 

Holding. On the Effective Date, the Liquidation Trust will be 

appointed as an empowered person with respect to Nova Scotia Co. 

The Liquidation Trust is not an insider of the Debtors as such term is 

defined in section 101(31) of the Bankruptcy Code. See Updated 

Confirmation Standards Exhibit, at 17. 

M. No Rate Changes (11 U.S.C.§ 1129(a)(6)). The Debtors are liquidating and 

the Plan does not provide for any changes in rates that require regulatory approval of any 

governmental agency; therefore, section 1129(a)(6) of the Bankruptcy Code is not applicable in these 

Chapter 11 Cases. See Updated Confirmation Standards Exhibit, at 17. 
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NYI-4244604v28 

N. Best Interest of Creditors (11 U.S.C.§ 1129(a)(7)). Each holder of an 

impaired Claim or Interest in each impaired Class of Claims or Interests that has not accepted the 

Plan will, on account of such Claim or Interest, receive or retain property under the Plan having a 

value, as of the Effective Date, that is not less than the amount that such holder would so receive or 

retain if the Debtors were liquidated under chapter 7 of the Bankruptcy Code on the Effective Date. 

The Debtors have demonstrated that the Plan is in the best interests of their creditors. See 4/20 

Transcript, at 48:10 – 51:23; 67:18 – 68:17; 134:9 – 134:11; Updated Confirmation Standards 

Exhibit, at 18-19; Disclosure Statement, at 71-72, 89 and Exhibit D (admitted as one of the Debtors' 

exhibits at the Confirmation Hearing (See 4/20 Transcript, at 59:15 – 59:16)); Manzo Declaration, 

¶¶ 18-21. 

O. Acceptance by Certain Classes (11 U.S.C. § 1129(a)(8)). Although impaired 

Classes 2A and 3A have accepted the Plan (see Voting Declaration, ¶¶ 9-11), the Plan has not been 

accepted by all impaired classes of Claims and Interests because the holders of Claims in impaired 

Classes 2B, 2C and 4A are deemed to have rejected the Plan. Nevertheless, as determined below, 

the Plan is confirmable because it satisfies section 1129(b)(1) of the Bankruptcy Code with respect to 

such non-accepting Classes of Claims and Interests. See Updated Confirmation Standards Exhibit, at 

19, 26-28. 

P. Treatment of Administrative Priority Claims, Priority Tax Claims and Priority 

Claims (11 U.S.C. § 1129(a)(9)). The Plan provides treatment for Allowed Administrative Priority 

Claims, Allowed Priority Tax Claims and Allowed Priority Claims that is consistent with the 

requirements of section 1129(a)(9) of the Bankruptcy Code. Specifically, the treatment of Allowed 

Administrative Priority Claims pursuant to Section II.A.1 of the Plan satisfies the requirements of 

section 1129(a)(9)(A) of the Bankruptcy Code. The treatment of Allowed Priority Claims pursuant 

to Section II.B.1 of the Plan satisfies the requirements of section 1129(a)(9)(B) of the Bankruptcy 
 -16- 

NYI-4244604v28 

Code. The treatment of Allowed Priority Tax Claims pursuant to Sections II.A.2 and V.E.2 of the 

Plan satisfies the requirements of section 1129(a)(9)(C) of the Bankruptcy Code. The treatment of 

Allowed Secured Claims that would meet the description of an Allowed Priority Tax Claim but for 

the secured status of that Allowed Secured Claim pursuant to Section V.E.2 complies with 

section 1129(a)(9)(D) of the Bankruptcy Code. See Updated Confirmation Standards Exhibit, at 20-

22. 

Q. Acceptance by Impaired Class of Claims (11 U.S.C. § 1129(a)(10)). 

The Plan has been accepted by at least one Class of Claims that is impaired under the Plan, 

determined without including any acceptance of the Plan by any insider. Specifically, Classes 2A 

and 3A are impaired under the Plan and have voted to accept the Plan. See Voting Declaration, ¶¶ 9-

11 and Annex A; Updated Confirmation Standards Exhibit, at 22. 

R. Feasibility (11 U.S.C. § 1129(a)(11)). The Plan is feasible, within the 

meaning of section 1129(a)(11) of the Bankruptcy Code. The evidence proffered and/or adduced at 

the Confirmation Hearing establishes that there is a reasonable prospect of the Liquidation Trust 

being able to meet its financial obligations under the Plan. Because the Debtors are liquidating, 

confirmation of the Plan is not likely to be followed by the need for further financial reorganization. 

See 4/20 Transcript, at 47:3 – 48:9; 48:18 – 49:2; 69:15 – 72:6; and 134:9 – 134:11; Updated 

Confirmation Standards Exhibit, at 22-23; Manzo Declaration, ¶¶ 12-15; Supplemental Manzo 

Declaration, ¶¶ 3-4; Feasibility Analysis. 

S. Payment of Fees (11 U.S.C. § 1129(a)(12)). The Plan provides that 

Administrative Claims for fees payable pursuant to section 1930 of title 28 of the United States Code 

will be paid (1) on or before the Effective Date, by the applicable Debtor or the Liquidation Trust in 

Cash equal to the amount of such Administrative Claims; and (2) after the Effective Date, by the 
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NYI-4244604v28 

Liquidation Trust until the closing of the Chapter 11 Cases pursuant to section 350(a) of the 

Bankruptcy Code. See Updated Confirmation Standards Exhibit, at 23. 

T. Benefit Plans (11 U.S.C. § 1129(a)(13)). The Plan complies with 

section 1129(a)(13) of the Bankruptcy Code as follows:

1. The Debtors' collective bargaining agreements that provide for retiree 

benefits, with the exception of three Excluded CBAs (as such term is 

defined in the Stipulation and Agreed Order Regarding Claim of 

International Union, UAW, dated March 11, 2010 (Docket No. 6596) 

(the "UAW Order")), and the Debtors' obligations thereunder, have 

been assumed by the Debtors and assigned to New Chrysler. See Sale 

Order, ¶ FF; Notice of Filing of Schedule of Certain Designated 

Labor Agreements and Cure Costs Related Thereto, dated 

June 17, 2009 (Docket No. 4043); Notice of (I) Assumption by 

Debtors and Assignment to Purchaser of Certain Executory Contracts 

and Unexpired Leases and (II) Cure Costs Related Thereto, dated 

September 3, 2009 (Docket No. 5394).

2. New Chrysler agreed to the assignment by the Debtors of all "retiree 

benefits" (as such term is defined in section 1114(a) of the 

Bankruptcy Code) with the exception of the retiree benefits of: 

(a) UAW-represented retirees, that New Chrysler is obligated to pay 

pursuant to an agreement between New Chrysler and the International 

Union, UAW (the "UAW"); and (b) the AMC Retirees (as defined 

below). See id.

3. Pursuant to the UAW Order, upon the closing of the Fiat Transaction, 

the Debtors no longer were responsible to pay "retiree benefits," as 

defined in section 1114(a) of the Bankruptcy Code, to UAWrepresented retirees under section 1114 of the Bankruptcy Code. See 

UAW Order, ¶ 2.

4. Certain non-unionized retirees of American Motors Corporation 

entered into agreements that provide for certain health, life insurance 

and/or other benefits (collectively, the "AMC Benefits") for 

themselves, their spouses and any eligible dependents (collectively, 

the "AMC Retirees"). To the extent that the AMC Benefits are 

"retiree benefits" (as defined in section 1114(a) of the Bankruptcy 

Code) that the AMC Retirees are eligible to receive from the Debtors, 

the Debtors or the Liquidation Trust will provide for such benefits; 

provided, however, that the Debtors and the Liquidation Trust will not 

provide the AMC Benefits to the AMC Retirees: (a) to the extent that 

these benefits (i) are not "retiree benefits" (as defined in section 

1114(a) of the Bankruptcy Code), (ii) are not protected by 

section 1114 or (iii) otherwise are not owed; or (b) to the extent that 

an AMC Retiree agrees to a modification of his/her benefits. The 
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NYI-4244604v28 

Debtors or the Liquidation Trust intend to seek determinations of the 

Bankruptcy Court, to the extent necessary or appropriate, regarding 

the treatment of the AMC Benefits, including, without limitation, 

potential determinations regarding whether (a) any AMC Retiree falls 

within the exemption in section 1114(m) of the Bankruptcy Code 

such that section 1114 of the Bankruptcy Code does not protect the 

benefits at issue, (b) any of the AMC Retirees or the AMC Benefits 

otherwise fall outside of the scope of section 1114 of the Bankruptcy 

Code or (c) any AMC Retiree is not eligible to receive these benefits. 

See Updated Confirmation Standards Exhibit, at 24; Feasibility 

Analysis, at Note H; 4/20 Transcript, at 34:15 – 36:20; 72:13 – 72:19; 

134:9 – 134:11. The Debtors and the Liquidation Trust reserve and 

retain all of their rights with respect to the foregoing issues, 

notwithstanding any provisions to the contrary set forth in the Plan or 

this Order.

5. If the AMC Benefits fall outside of the protections of section 1114 of 

the Bankruptcy Code, New Chrysler has agreed that it will allow the 

AMC Retirees to remain enrolled in the health care plan and life 

insurance program that currently provides AMC Retirees with 

benefits, and the AMC Retirees thus will maintain access to the full 

level of AMC Benefits constituting medical and life insurance 

benefits (the "Existing Benefits"), provided that the AMC Retirees 

(not New Chrysler) pays the costs of the Existing Benefits. See id.

6. To the extent that any AMC Benefits are protected by section 1114 of 

the Bankruptcy Code, New Chrysler has agreed to continue 

administering the benefits and to fund the portion of such benefits 

constituting health and medical benefits. See id.

U. Payment of Domestic Support Obligations (11 U.S.C. § 1129(a)(14)). 

Because the Debtors are not required to pay any domestic support obligations pursuant to either order 

or statute, section 1129(a)(14) of the Bankruptcy Code does not apply. See Updated Confirmation 

Standards Exhibit, at 25. 

V. Payment of Five Years' Worth of Disposable Income to Unsecured Creditors 

(11 U.S.C. § 1129(a)(15)). Because none of the Debtors in these Chapter 11 Cases are individual 

debtors pursuant to the Bankruptcy Code, section 1129(a)(15) of the Bankruptcy Code does not 

apply. See id.

W. No Applicable Nonbankruptcy Law Regarding Transfers (11 U.S.C. 

§ 1129(a)(16)). Each of the Debtors other than Old Carco Institute of Engineering is a moneyed, 
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NYI-4244604v28 

business or commercial corporation, limited liability company or limited partnership. No property of 

Debtor Old Carco Institute of Engineering will be transferred pursuant to the Plan; provided, 

however, that to the extent that any transfers of property under the Plan will be made by Old Carco 

Institute of Engineering, such transfers will be made in accordance with applicable non-bankruptcy 

law, including Section 855 of the Michigan Nonprofit Corporation Act. See id. at 25-26; see also

Plan Exhibit X.A.189 (as revised). Accordingly, the Plan satisfies the requirements of 

section 1129(a)(16) of the Bankruptcy Code. 

X. No Unfair Discrimination (11 U.S.C.§ 1129(b)). Classes 2B, 2C and 4A are 

deemed to have rejected the Plan. Based on the evidence presented by the Debtors at the 

Confirmation Hearing, the Plan does not "discriminate unfairly" because (1) each dissenting Class is 

(a) comprised of Claims or Interests that are legally distinct from other Claims and Interests, 

(b) treated substantially equally to similarly situated classes; and (2) no holder of a Claim or Interest 

will receive more than it is legally entitled to receive on account of its Claim or Interest. With 

respect to Classes 2B and 2C, in particular, (1) no holder of any junior Interest will receive or retain 

any property under the Plan on account of such junior Interest and (2) no holder of a Claim in a Class 

senior to Classes 2B and 2C is receiving more than 100% recovery on account of its Claim. The Plan 

is "fair and equitable" under section 1129(b) of the Bankruptcy Code because: 

1. the holders of Claims in Classes 2B and 2C realize the indubitable 

equivalent of their Claims and therefore section 1129(b)(2)(A)(iii) of 

the Bankruptcy Code is satisfied with respect to such Claims; and 

2. the Plan does not provide a recovery on account of any Claim or 

Interest that is junior to the impaired, non-accepting Class of Interests 

(i.e., Class 4A). 

See 4/20 Transcript, at 73:7 – 74:13 and 134:9 – 134:11; Updated Confirmation Standards Exhibit, at 

26-28. 

Y. Only Plan Filed (11 U.S.C. § 1129(c)). The Plan is the only plan that has 

been Filed in the Chapter 11 Cases and has been found to satisfy the requirements of 
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NYI-4244604v28 

subsections (a) and (b) of section 1129 of the Bankruptcy Code. Accordingly, the requirements of 

section 1129(c) of the Bankruptcy Code have been satisfied. 

Z. Principal Purpose of the Plan (11 U.S.C. § 1129(d)). No party in interest, 

including but not limited to any governmental unit, has requested that this Court deny Confirmation 

of the Plan on grounds that the principal purpose of the Plan is the avoidance of taxes or the 

avoidance of the application of section 5 of the Securities Act of 1933, and the principal purpose of 

the Plan is not such avoidance. See Manzo Declaration, at ¶ 35; Feasibility Analysis. Accordingly, 

the Plan satisfies the requirements of section 1129(d) of the Bankruptcy Code. 

RESTRUCTURING TRANSACTIONS

AA. The Restructuring Transactions described in Section IV.B of the Plan and in 

Plan Exhibit X.A.189 (as revised) have been proposed in good faith and promote, among other 

things: (1) the orderly termination and dissolution of the corporate and legal existence of the Debtors 

(subject to the terms and conditions of the Restructuring Transactions); and (2) the establishment of 

the Liquidation Trust for the purposes set forth in the Plan and the Liquidation Trust Agreement. 

Pursuant to Section IV.B.3 of the Plan, on the Effective Date, the Liquidation Trust Assets (including 

the Daimler Litigation) shall be transferred to and vest in the Liquidation Trust as set forth in the 

Plan. The Liquidation Trust and the Liquidation Trustee (and solely and exclusively with respect to 

the Daimler Litigation and as set forth in Sections IV.G.2 and IV.H of the Plan and the Litigation 

Manager Agreement, the Litigation Manager) shall each be a "representative of the estate" under 

section 1123(b)(3)(B) of the Bankruptcy Code. See Updated Confirmation Standards Exhibit, at 12. 

EXECUTORY CONTRACTS

BB. Pursuant to sections 365 and 1123(b)(2) of the Bankruptcy Code, upon the 

occurrence of the Effective Date, Section II.E of the Plan provides for the assumption and 

assignment, or rejection, of certain Executory Contracts and Unexpired Leases. The Debtors' 

determinations regarding the assumption and assignment, or rejection, of Executory Contracts and 
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NYI-4244604v28 

Unexpired Leases are based on and within the sound business judgment of the Debtors, are necessary 

to the implementation of the Plan and are in the best interests of the Debtors, their Estates, holders of 

Claims and other parties in interest in the Chapter 11 Cases. See 4/20 Transcript, at 74:14 – 75:6 and 

134:11. The Debtors have Filed Plan Exhibit II.E.2 (Executory Contracts and Unexpired Leases to 

Be Assumed), subject to amendment or modification as provided in the Plan and the Contract 

Procedures Order, and either have provided or will provide notice of the Debtors' determinations 

regarding the assumption and assignment, or rejection, of Executory Contracts or Unexpired Leases 

and any related Cure Amount Claims, and an opportunity to object to the foregoing, in accordance 

with the Contract Procedures Order. 

SETTLEMENTS; INJUNCTIONS, RELEASES AND EXCULPATIONS

CC. Pursuant to Bankruptcy Rule 9019(a), and in consideration for the 

distributions and other benefits provided under the Plan, the provisions of the Plan constitute a good 

faith compromise and settlements of all Claims and controversies resolved pursuant to the Plan 

(collectively, the "Settlements"). Such Settlements are: (1) in the best interests of the Debtors, their 

Estates, their respective property and Claim holders; (2) fair, equitable and reasonable; (3) maximize 

the value of the Estates; and (4) are essential to the successful implementation of the Plan. See 

Manzo Declaration, ¶ 36. 

DD. Subject to the exceptions and exclusions expressly set forth in the Plan and 

this Order, each of the injunctions, releases and exculpations set forth in, respectively, 

Sections III.E.4, III.E.5 and III.E.6 of the Plan (collectively, the "Plan Releases") constitutes a good 

faith compromise and settlement of the matters covered thereby. The Plan Releases are in the best 

interests of the Debtors, their Estates and holders of Claims and Interests and are fair, equitable and 

reasonable. Each non-Debtor party that will benefit from the Plan Releases either shares an identity 

of interest with the Debtors, was instrumental to the successful prosecution of the Chapter 11 Cases 

and/or provided substantial consideration to the Debtors, which value will allow for distributions that 
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NYI-4244604v28 

would not otherwise be available but for the contributions made by such non-Debtor parties. 

The Plan Releases are, individually and collectively: (1) integral to, and necessary for the 

formulation and successful implementation of, the Plan pursuant to section 1123(a)(5) of the 

Bankruptcy Code; (2) supported by reasonable consideration; and (3) an integral element of the 

settlements and transactions incorporated into the Plan. See Manzo Declaration, ¶ 36. Releases of 

non-Debtor parties pursuant to Section III.E.5.b of the Plan (1) are binding only upon those creditors 

that have voted in favor of the Plan to the fullest extent permissible under applicable law; and 

(2) were appropriately disclosed by the Debtors in the Disclosure Statement, the Confirmation 

Hearing Notice and on each Ballot mailed to creditors entitled to vote on the Plan. The Debtors and 

all creditors that voted to accept the Plan have expressly consented to the releases set forth in 

Section III.E.5.b of the Plan. Subject to the exceptions and exclusions expressly set forth in the Plan 

and this Order, the holders of Allowed Claims that have accepted (or will accept) distributions 

pursuant the Plan have consented to (or will be deemed to consent) the injunctions set forth in 

Section III.E.4 of the Plan. The Creditors' Committee has not objected to the Plan Releases, and the 

Plan Releases are consistent with the releases contemplated by the Winddown Orders. Accordingly, 

in light of all the circumstances, the Plan Releases are consonant with the prevailing law in this 

District and are fair to the releasing parties. 

MISCELLANEOUS

EE. Winddown Orders Incorporated. All findings and conclusions contained in 

the Winddown Orders are included herein by this reference, the same as if such findings and 

conclusions were set forth herein in full. Except as may be set forth explicitly herein, in the Plan 

(or any amendments thereto) or in an amendment to any of the documents executed in connection 

with the Winddown Orders, this Order does not modify or amend any of the provisions of the 

Winddown Orders or modify the rights of the parties under the Winddown Orders. 
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NYI-4244604v28 

FF. Retention of Jurisdiction. The Bankruptcy Court may properly, and upon the 

Effective Date, shall retain jurisdiction over the matters set forth in Article VIII of the Plan and 

section 1142 of the Bankruptcy Code. 

GG. Objections. All parties have had a full and fair opportunity to litigate all 

issues raised by Objections to Confirmation of the Plan, or which might have been raised, and the 

Objections to Confirmation have been fully and fairly litigated. 

HH. Class 3A Voting Condition. The Class 3A Voting Condition has been 

satisfied. See Voting Declaration, ¶¶ 10-11. 

II. Waiver of Stay of Confirmation Order. To permit the Liquidation Trustee to 

commence its duties as quickly as practicable and in light of the fact that only four Objections to the 

Plan remain unresolved and the other reasons stated on record at the Confirmation Hearing, good 

cause exists to support a limited waiver of the stay imposed by Bankruptcy Rule 3020(e), as set forth 

herein. See 4/20 Transcript, at 134:12 – 134:15. 

PLAN SATISFIES CONFIRMATION STANDARDS

JJ. Based on the foregoing, the Plan satisfies the requirements for Confirmation 

set forth in section 1129 of the Bankruptcy Code. 

ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED AND DECREED 

THAT:3

A. Confirmation of Plan

1. The Plan and each of its provisions (whether or not specifically approved 

herein) are CONFIRMED in each and every respect, pursuant to section 1129 of the Bankruptcy 

Code. 

 

3

 This Order shall constitute this Court's findings of facts and conclusions of law, pursuant to Bankruptcy 

Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any 

finding of fact later shall be determined to be a conclusion of law, it shall be so deemed, and to the extent 

any conclusion of law later shall be determined to be a finding of fact, it shall be so deemed. 
 -24- 

NYI-4244604v28 

2. The Effective Date of the Plan shall occur on the date determined by the 

Debtors when each of the conditions set forth in Section III.B of the Plan has been either (a) satisfied 

or (b) waived in accordance with Section III.C of the Plan. 

3. Any Objections or other responses to Confirmation of the Plan and the 

reservation of rights contained therein that (a) have not been withdrawn, waived or settled prior to the 

entry of this Order; or (b) are not addressed by the relief granted herein are hereby OVERRULED in 

their entirety and on their merits, and all withdrawn Objections or responses are hereby deemed 

withdrawn with prejudice. 

B. Approval of Settlements and Releases 

4. Pursuant to Bankruptcy Rule 9019, each Settlement is approved in all 

respects. 

5. The Plan Releases are approved in all respects, are incorporated herein in 

their entirety, are so ordered and shall be immediately effective on the Effective Date of the Plan 

without further order or action on the part of the Bankruptcy Court, any of the parties to the Plan 

Releases or any other party. 

6. Without limiting any other applicable provisions of, or releases contained in, 

the Plan, as of the Effective Date, the Debtors, the Liquidation Trustee on behalf of the Liquidation 

Trust, the Litigation Manager, the Estates and their respective Debtor and non-Debtor successors, 

assigns and any and all Entities who may purport to claim by, through, for or because of them, shall 

forever release, waive and discharge all Liabilities and Claims that they have, had or may have 

against any Released Party; provided, however, that the foregoing provisions shall not affect: (a) any 

rights to enforce the Plan, the Liquidation Trust Agreement, the Litigation Manager Agreement, the 

Winddown Budget, the Winddown Orders or the other contracts, instruments, releases, agreements or 

documents to be, or previously, entered into or delivered in connection with the Plan or the Sale 

Order; (b) any objections by the Debtors or the Liquidation Trust to Claims or Interests filed by any 
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NYI-4244604v28 

Person or Entity against any Debtor and/or the Estates, including rights of setoff, refund or other 

adjustments, provided, however, that the Debtors and the Liquidation Trust shall have no further right 

to object to or challenge the Liens of the Government DIP Lenders and the lender under the TARP 

Loan Agreement; (c) claims for Tax refunds or adjustments; or (d) the claims and Causes of Action 

referenced in Section III.E.5.f of the Plan. 

7. Without limiting any other applicable provisions of, or releases contained in, 

the Plan, and subject to Sections III.E.5.c and III.E.5.d of the Plan, as of the Effective Date, in 

consideration for the obligations of the Debtors, the Liquidation Trust, the Liquidation Trustee or the 

Litigation Manager under the Plan and the consideration and other contracts, instruments, releases, 

agreements or documents to be entered into or delivered in connection with the Plan, each holder of a 

Claim or Interest who voted in favor of the Plan, to the fullest extent permissible under applicable 

law, shall be deemed to forever release, waive and discharge all Liabilities in any way relating to a 

Debtor, the Chapter 11 Cases, the Estates, the Plan, the Plan Exhibits or the Disclosure Statement 

that such Entity has, had or may have against any Released Party (but excluding, and not releasing, 

any right to enforce the obligations of Released Parties under the Plan, the Liquidation Trust 

Agreement, the Litigation Manager Agreement, the Winddown Budget, the Winddown Orders and 

the other contracts, instruments, releases, agreements or documents to be entered into or delivered in 

connection with the Plan or the Sale Order); provided that, for the avoidance of doubt, the foregoing 

provision shall not affect any of the claims and causes of action referenced in Section III.E.5.f of the 

Plan.

8. From and after the Effective Date, to the fullest extent permitted by 

applicable law, and subject to Section III.E.5.d of the Plan, the Released Parties shall release each 

other from any and all Liabilities that any Released Party is entitled to assert against any other 

Released Party in any way relating to any Debtor; the Liquidation Trust; the Chapter 11 Cases; the 

Estates; the formulation, preparation, negotiation, dissemination, implementation, administration, 
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NYI-4244604v28 

confirmation or consummation of any of the Plan, or the property to be distributed under the Plan; 

the Plan Exhibits; the Disclosure Statement; any contract, employee pension or other benefit plan, 

instrument, release or other agreement or document related to any Debtor, the Chapter 11 Cases or 

the Estates that was created, modified, amended, terminated or entered into in connection with either 

the Plan or any agreement between the Debtors and any Released Party; or any other act taken or 

omitted to be taken in connection with the Debtors' bankruptcy; provided, however, that the 

foregoing provisions shall not affect (a) the liability of any Released Party that otherwise would 

result from any act or omission to the extent that act or omission is determined in a Final Order to 

have constituted gross negligence or willful misconduct; (b) any rights to enforce the Plan, the 

Liquidation Trust Agreement, the Litigation Manager Agreement, the Winddown Budget, the 

Winddown Orders or the other contracts, instruments, releases, agreements or documents to be 

entered into or delivered in connection with the Plan or the Sale Order; or (c) the claims and causes 

of action referenced in Section III.E.5.f of the Plan; and provided, further, however, that nothing in 

Section III.E.5.c of the Plan or any other provision of the Plan or this Order shall release the Released 

Parties from any liability to the United States or Canada relating to the criminal, environmental, 

internal revenue, securities, fraud, labor, employment (including ERISA) or antitrust laws of the 

United States or Canada, or otherwise limit, preclude, bar or enjoin any actions taken by the United 

States or Canada pursuant to its respective police or regulatory authority, except as and to the extent 

that the United States and Canada are limited under the Plan and under the Bankruptcy Code in 

actions that may be taken or rights that may be asserted or pursued against the Debtors, their Estates, 

the Liquidation Trust, the Liquidation Trustee and their respective Assets and properties with respect 

to liabilities that constitute pre-Confirmation Claims in the Chapter 11 Cases, in which case such 

Claims shall be treated as provided in the Plan. 

9. Notwithstanding any other provision in this Order or in the Plan, as to the 

United States and Canada acting as releasing parties in their respective capacities as Government DIP 
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NYI-4244604v28 

Lender or otherwise, the provisions of the Plan, including Sections III.E.4.a, III.E.5.b, III.E.5.c and 

V.K thereof, are subject to the following: 

(a) Nothing in the Plan or this Order shall discharge, release, enjoin or 

otherwise bar or limit (i) any liability of the Debtors, the Estates, the 

Liquidation Trust, the Liquidation Trustee or the Litigation Manager 

to the U.S. or Canada arising on or after the Confirmation Date; 

(ii) any liability to the U.S. or Canada that is not a "claim" within the 

meaning of section 101(5) of the Bankruptcy Code; (iii) any valid 

right of setoff or recoupment of the U.S. or Canada (and all such 

setoff and recoupment rights are preserved and not waived regardless 

of whether such right was asserted in a timely filed proof of claim); 

(iv) any police or regulatory action of the U.S. or Canada; or (v) any 

environmental liability to the U.S. or Canada that the Debtors, the 

Estates, the Liquidation Trust or the Liquidation Trustee, or any other 

person or Entity may have as an owner or operator of real property or 

otherwise, unless in the case of (iv) or (v) such liability or obligation 

is a pre-Confirmation Claim in the Chapter 11 Cases, in which case 

such Claim shall be treated as provided in the Plan; and 

(b) Nothing in the Plan or this Order shall discharge, release, enjoin or 

otherwise bar or limit any liability to the United States or Canada on 

the part of any persons or Entities other than the Debtors, the Estates, 

the Liquidation Trust, the Liquidation Trustee or the Litigation 

Manager, except with respect to the other Released Parties to the 

extent set forth in Section III.E.5.c of the Plan. 

10. Notwithstanding anything to the contrary in this Order or the Plan, nothing 

herein or in the Plan (including, without limitation, the injunctions, releases and exculpations 

provided in Sections III.E.4, III.E.5 and III.E.6 of the Plan) shall affect (a) any obligations set forth in 

or established by the Sale Order and (b) the transactions and agreements executed in connection with 

the Sale Order and/or approved by the Sale Order, including the Purchase Agreement. 

11. Notwithstanding anything to the contrary in this Order, the Plan or the 

Winddown Orders, nothing herein or in the Plan (including, without limitation, the injunctions, 

releases and exculpations provided in Sections III.E.4, III.E.5 and III.E.6 of the Plan) (a) shall release 

Daimler, its current or former directors and officers or any other defendant in the Daimler Litigation 

with respect to any claims and causes of action asserted (or that properly may be asserted) in the 
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NYI-4244604v28 

Daimler Litigation; or (b) shall release any non-Debtor entity of its obligations under the TARP Loan 

Agreement. For the avoidance of any doubt, Daimler is not a Released Party under the Plan. 

12. Notwithstanding anything to the contrary in this Order or the Plan, nothing 

herein or in the Plan (including, without limitation, the injunctions, releases and exculpations set 

forth in Sections III.E.4, III.E.5 and III.E.6 of the Plan and the vesting of assets free and clear of all 

Liens, Claims and Interests under Section IV.A.1 of the Plan): (a) shall affect, enhance or restrict the 

rights or obligations of Daimler, its current or former directors and officers or any other defendant in 

the Daimler Litigation, under or in connection with (i) Settlement Agreement III, (ii) the Tax 

Settlement Agreement or (iii) the Daimler Litigation; (b) shall modify Settlement Agreement III or 

the Tax Settlement Agreement; or (c) shall modify, expand, limit or otherwise alter (i) any right of 

setoff or recoupment by Daimler, its current or former directors and officers or any other defendant 

in the Daimler Litigation or (ii) the rights of the Debtors or the Liquidation Trust to contest any 

alleged setoff or recoupment rights of Daimler, its current or former directors and officers or any 

other defendant in the Daimler Litigation on any or all available grounds, including pursuant to or in 

connection with section 502(d) of the Bankruptcy Code. 

13. From and after the Effective Date, the Released Parties shall neither have nor 

incur any liability to any Person for any act taken or omitted to be taken in connection with the 

Debtors' Chapter 11 Cases, including the formulation, preparation, negotiation, dissemination, 

implementation, administration, confirmation, consummation or approval of the Plan, the Plan 

Exhibits, the Disclosure Statement or any contract, instrument, release or other agreement or 

document provided for or contemplated in connection with the consummation of the transactions set 

forth in the Plan; provided, however, that the foregoing provisions are subject to Sections III.E.5.c 

and III.E.5.d of the Plan and shall not affect the liability of any Person that otherwise would result 

from any such act or omission to the extent that act or omission is determined in a Final Order to 

have constituted fraud, gross negligence, willful misconduct, ultra vires acts, criminal conduct or the 
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NYI-4244604v28 

unauthorized use of confidential information. Any of the foregoing parties in all respects shall be 

entitled to rely upon the advice of counsel with respect to their duties and responsibilities under the 

Plan. Nothing in Section III.E.6 of the Plan limits (a) the releases provided in Section III.E.5.a of the 

Plan or (b) the liability of the Professionals to their respective clients pursuant to DR 6-102 of the 

Code of Professional Responsibility, 22 N.Y. Comp. Codes R. & Regs. § 1200 Rule 1.8(h)(1), and 

any other statutes, rules or regulations dealing with professional conduct to which such Professionals 

are subject. 

C. Order Binding on All Parties

14. Subject to the provisions of Section III.B of the Plan and Bankruptcy 

Rule 3020(c), in accordance with section 1141(a) of the Bankruptcy Code and notwithstanding any 

otherwise applicable law, upon the occurrence of the Effective Date, the terms of the Plan and this 

Order shall be binding upon, and inure to the benefit of: (a) the Debtors; (b) the Liquidation Trust; 

(c) any and all holders of Claims or Interests (irrespective of whether such Claims or Interests are 

impaired under the Plan or whether the holders of such Claims or Interests accepted, rejected or are 

deemed to have accepted or rejected the Plan); (d) any other Person giving, acquiring or receiving 

property under the Plan; (e) any and all non-Debtor parties to Executory Contracts or Unexpired 

Leases with any of the Debtors; and (f) the respective heirs, executors, administrators, trustees, 

affiliates, officers, directors, agents, representatives, attorneys, beneficiaries, guardians, successors or 

assigns, if any, of any of the foregoing, including the Liquidation Trustee, the Litigation Manager 

and Contingency Fee Counsel. All settlements (including, without limitation, the Settlements), 

compromises, releases (including, without limitation, the Plan Releases), waivers, exculpations and 

injunctions set forth in the Plan shall be, and hereby are, effective and binding in accordance with 

their terms on all Persons who may have had standing to assert any settled, released, discharged, 

exculpated or enjoined causes of action, and no other Person or entity shall possess such standing to 

assert such causes of action after the Effective Date. 
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NYI-4244604v28 

D. Consolidation of the Debtors 

15. The consolidation of the Debtors requested in Article VII of the Plan is 

supported by the uncontroverted facts set forth in paragraphs 22 through 34 of the Manzo Declaration 

and the evidence adduced on the record at the Confirmation Hearing, and no objections to such 

consolidation have been Filed or served by any party pursuant to Section VII.B of the Plan. As such, 

the consolidation of the Debtors solely for the purpose of implementing the Plan, including for 

purposes of voting, Confirmation and distributions to be made under the Plan, is hereby approved. 

Solely for purposes of implementing the Plan, and for no other purposes: (a) all Assets and 

Liabilities of the Debtors shall be deemed merged; (b) all guarantees by one Debtor of the obligations 

of any other Debtor shall be deemed eliminated so that any Claim against any Debtor and any 

guarantee thereof executed by any other Debtor and any joint or several liability of any of the 

Debtors shall be deemed to be one obligation of all of the Debtors; and (c) each and every Claim 

Filed or to be Filed in the Chapter 11 Case of any of the Debtors shall be deemed Filed against the 

Debtors and shall be deemed one Claim against and a single obligation of all of the Debtors. 

16. Such consolidation described in paragraph 15 above (other than for the 

purpose of implementing the Plan) shall not affect: (a) the legal and corporate structures of the 

Debtors and Interests between and among the Debtors, subject to the right of the Debtors to effect the 

Restructuring Transactions as provided in Section IV.B of the Plan; and (b) distributions from any 

insurance policies or proceeds of such policies. In addition, such consolidation shall not 

(a) constitute a waiver of the mutuality requirement for setoff under section 553 of the Bankruptcy 

Code or (b) otherwise provide the basis for the assertion of any setoff or rights of subrogation or 

recoupment of any kind, directly or indirectly, against any obligation due a Debtor, its Estate or its 

Assets, or any direct or indirect successor in interest to a Debtor, or any assets or property of such 

successor, including, but not limited to, the Liquidation Trust. 
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NYI-4244604v28 

E. Liquidation Trust and Liquidation Trustee 

17. The Liquidation Trust Agreement is hereby approved in its entirety, and the 

Debtors are authorized to enter into the Liquidation Trust Agreement. The Liquidation Trust 

Agreement shall be binding upon all holders of Allowed Claims and all current or future holders of 

beneficial interests pursuant to the Liquidation Trust. RJM I, LLC (or any successor trustee) is 

hereby appointed to serve as the Liquidation Trustee on the terms set forth in this Order, the Plan and 

the Liquidation Trust Agreement. Without limiting the foregoing, the Liquidation Trust is organized 

for the purpose of carrying out, and is empowered to carry out, the Plan and shall have all of the 

rights, powers, privileges and obligations as set forth in the Plan and the Liquidation Trust 

Agreement. 

18. The Liquidation Trust shall be funded from the Liquidation Trust Assets that 

must be used solely for their respective purposes as set forth in the Plan, the Liquidation Trust 

Agreement and the Winddown Orders. Notwithstanding anything to the contrary in the Plan or in 

this Order, the Liquidation Trust shall use the DIP Collateral only in accordance with, and for the 

sole purposes set forth in, the DIP Lender Winddown Order and in accordance with the Winddown 

Budget; provided that, if the Liquidation Trust seeks the agreement of the U.S. Treasury to modify 

the Winddown Budget, the Liquidation Trustee shall provide at least ten Business Days' prior written 

notice specifying the proposed modification thereof to the U.S. Treasury, and provided further that 

the U.S. Treasury shall grant or deny any such request to modify the Winddown Budget in its sole 

discretion. Notwithstanding anything to the contrary set forth in the Plan or this Order, the 

Government DIP Lenders (a) shall have the right to enforce the provisions of the Sale Order, the DIP 

Lender Winddown Order and the Winddown Budget by seeking an order from the Bankruptcy Court, 

after not less than ten days' notice to the Notice Parties and a hearing, prohibiting or limiting the 

Liquidation Trust's continuing use of the DIP Collateral as otherwise set forth in the Plan; and (b) in 

any such proceeding, the Government DIP Lenders shall only be required to establish that the 
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NYI-4244604v28 

Winddown Budget was violated without the consent of the U.S. Treasury to enforce the Debtors' 

adherence to the Winddown Budget. In no event may the Winddown Budget be modified without 

the written agreement of the U.S. Treasury, which agreement may be given at the U.S. Treasury's 

sole discretion. 

19. The Liquidation Trustee, on behalf of the Liquidation Trust, shall File with 

the Bankruptcy Court and/or provide to the Government DIP Lenders or the First Lien Agent such 

reports as set forth in Section IV.B.3.e of the Plan and the Liquidation Trust Agreement. 

20. The fees and expenses of the Liquidation Trust shall be paid as set forth in 

Section IV.B.3.d of the Plan and in the Liquidation Trust Agreement. 

F. Litigation Manager 

21. The Litigation Manager Agreement is hereby approved in its entirety. Alan 

R. Brayton (or any successor Litigation Manager) is hereby appointed to serve as the Litigation 

Manager on the terms set forth in this Order, the Plan and the Litigation Manager Agreement. The 

powers, rights and responsibilities of the Litigation Manager shall be as specified in the Plan and the 

Litigation Manager Agreement. 

22. Subject to Section IV.H.4 of the Plan and the terms of the Litigation Manager 

Agreement, the Litigation Manager will be compensated from the Daimler Fund for any reasonable 

and necessary fees and out-of-pocket expenses incident to the performance of his or her duties. The 

Litigation Manager will provide separate records of fees and expenses to the Liquidation Trustee on a 

monthly basis. Except as set forth in Section IV.H.4 of the Plan, no portion of the Litigation 

Manager's fees are chargeable to or to be paid from any Liquidation Trust Assets (including any 

Daimler Proceeds). The Litigation Manager's reasonable out-of-pocket expenses are not subject to a 

monthly cap. The Litigation Manager shall receive no compensation from the Winddown Funds or 

any other collateral of the Government DIP Lenders or the lender under the TARP Loan Agreement. 
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NYI-4244604v28 

G. No Revesting of Assets 

23. The property of the Debtors' Estates will not revest in the Debtors on or after 

the Effective Date but shall be transferred to and vest in the Liquidation Trust free and clear of any 

Claims, Liens, encumbrances, charges and other interests of creditors and Interest holders of the 

Debtors (except as otherwise provided in the Plan or in this Order), to be administered by the 

Liquidation Trustee (or, solely with respect to the Daimler Litigation and as set forth in 

Sections IV.G.2 and IV.H of the Plan and the Litigation Manager Agreement, the Litigation 

Manager) in accordance with the Plan the Liquidation Trust Agreement and/or the Litigation 

Manager Agreement, as applicable. 

H. Release of Liens

24. Except as otherwise provided in the Plan, the Winddown Orders or in any 

contract, instrument, release or other agreement or document entered into or delivered in connection 

with the Plan, on the Effective Date and concurrently with the treatment provided for Claims and 

Interests in Article II of the Plan, all mortgages, deeds of trust, Liens or other security interests 

against the Assets of any Estate shall be fully released and discharged, and all of the right, title and 

interest of any holder of such mortgages, deeds of trust, Liens or other security interests, including 

any rights to any collateral thereunder, shall be enforceable solely against the applicable Liquidation 

Trust Assets in accordance with and subject to the terms of the Plan or the Winddown Orders, 

provided that (a) the First Lien Agent's Lien on the First Lien Collateral shall remain fully perfected, 

non-voidable and enforceable after the Effective Date and (2) the Government DIP Lenders' Lien on 

the DIP Collateral shall remain fully perfected, non-voidable and enforceable after the Effective 

Date. Notwithstanding anything herein to the contrary, nothing herein or in the Plan (including, 

without limitation, the injunctions, releases and exculpations provided in Sections III.E.4, III.E.5 and 

 III.E.6 of the Plan) shall release any non-Debtor of its obligations under the TARP Loan Agreement. 
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NYI-4244604v28 

I. Injunction

25. The injunction as set forth in Section III.E.4 of the Plan is approved in all 

respects (subject to the other terms of the Plan and this Order), is incorporated herein in its entirety, 

is so ordered and shall be immediately effective on the Effective Date of the Plan without further 

order or action on the part of the Bankruptcy Court. 

26. On the Effective Date, except as otherwise provided in the Plan or in this 

Order, all Persons who have been, are or may be holders of Claims against or Interests in a Debtor 

shall be enjoined from taking any of the following actions against or affecting a Debtor, its Estate, 

the Liquidation Trust, the Liquidation Trustee or the Litigation Manager, or the respective Assets or 

property of the foregoing, including the Liquidation Trust Assets, with respect to such Claims or 

Interests (other than actions brought to enforce any rights or obligations under the Plan, the 

Winddown Orders and appeals, if any, from this Order): 

(a) commencing, conducting or continuing in any manner, directly or 

indirectly, any suit, action or other proceeding of any kind against a 

Debtor, its Estate, the Liquidation Trust, the Liquidation Trustee or 

the Litigation Manager, or the respective Assets or property of the 

foregoing, including the Liquidation Trust Assets; provided that, with 

respect to any suit, action or other proceeding pursued by the 

Liquidation Trust, nothing in this Order or in the Plan shall limit any 

adverse party involved in such suit, action or other proceeding from 

asserting or pursuing in such suit, action or other proceeding (i) all 

arguments in or objections or defenses to such suit, action or other 

proceeding and (ii) all claims and counterclaims that relate in any way 

to the facts, circumstances, transactions or occurrences that are the 

subject of such suit, action or other proceeding (each referred to as, a 

"Related Claim"), to the extent such Related Claims have not been 

released, or are otherwise prohibited, by the Plan or this Order, and 

provided further that, notwithstanding anything in this Order or in the 

Plan to the contrary, any Claims that are Related Claims asserted by 

any adverse party in any suit, action or other proceeding pursued by 

the Liquidation Trust (A) may be, to the extent permitted by 

applicable law, asserted defensively in such suit, action or other 

proceeding, including, without limitation, for purposes of setoff, 

recoupment, reduction of damages or otherwise, without limitation 

hereunder or under the Plan; and (B) may be, to the extent permitted 

by applicable law, liquidated in such suit, action or other proceeding 

and Allowed, subject to receiving the treatment provided to such 
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NYI-4244604v28 

Claims under the Plan and subject to the rights of the Debtors and the 

Liquidation Trust to contest such assertions, arguments, objections, 

defenses and/or claims on any grounds; 

(b) enforcing, levying, attaching, collecting or otherwise recovering by 

any manner or means, directly or indirectly, any judgment, award, 

decree or order against a Debtor, its Estate, the Liquidation Trust, the 

Liquidation Trustee or the Litigation Manager, or the respective 

Assets or property of the foregoing, including the Liquidation Trust 

Assets; 

(c) creating, perfecting or otherwise enforcing in any manner, directly or 

indirectly, any Lien against a Debtor, its Estate, the Liquidation Trust, 

the Liquidation Trustee or the Litigation Manager, or the respective 

Assets or property of the foregoing, including the Liquidation Trust 

Assets, other than as contemplated by the Plan or this Order; 

(d) except as provided in the Plan or this Order, asserting any setoff, right 

of subrogation or recoupment of any kind, directly or indirectly, 

against any obligation due a Debtor, its Estate, the Liquidation Trust, 

the Liquidation Trustee or the Litigation Manager, or the respective 

Assets or property of the foregoing, including the Liquidation Trust 

Assets; and 

(e) proceeding in any manner in any place whatsoever that does not 

conform to or comply with the provisions of the Plan or the 

settlements set forth in the Plan and approved pursuant to this Order. 

27. On the Effective Date, except as otherwise provided in the Plan or in this 

Order, all Persons that have held, currently hold or may hold any Liabilities released or exculpated 

pursuant to Sections III.E.5 and III.E.6 of the Plan or this Order, respectively, shall be permanently 

enjoined from taking any of the following actions against any Released Party or its property on 

account of such released Liabilities: (a) commencing, conducting or continuing in any manner, 

directly or indirectly, any suit, action or other proceeding of any kind; (b) enforcing, levying, 

attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any 

judgment, award, decree or order; (c) creating, perfecting or otherwise enforcing in any manner, 

directly or indirectly, any Lien; (d) except as provided in the Plan, asserting any setoff, right of 

subrogation or recoupment of any kind, directly or indirectly, against any obligation due to a 
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NYI-4244604v28 

Released Party; and (e) commencing or continuing any action, in any manner, in any place that does 

not comply with or is inconsistent with the provisions of the Plan or this Order. 

28. By accepting distributions pursuant to the Plan, each holder of an Allowed 

Claim receiving distributions pursuant to the Plan shall be deemed to have specifically consented to 

the injunctions set forth above and in Section III.E.4 of the Plan (subject to the other terms of the 

Plan and this Order). 

29. Nothing in the Plan, including Section III.E.4 thereof, or this Order shall be 

construed to limit, expand, modify or otherwise affect: (a) any relief granted in any order of the 

Bankruptcy Court lifting, terminating, annulling, modifying or conditioning the automatic stay 

imposed in these cases pursuant to section 362(a) of the Bankruptcy Code or (b) the rights of any 

holder of an Allowed Secured Claim with respect to any bond or cash deposit securing such Allowed 

Secured Claim. 

30. Except to the extent that a holder of a Tort Claim released any Claims it 

might have against a non-Debtor Released Party by voting in favor of the Plan, nothing in the Plan, 

any amendment to the Plan or this Order, shall release, enjoin, preclude or otherwise affect in any 

way the right or ability of any Person(s) who have been, are or may be the holders of (a) Tort Claims 

or (b) other claims against non-Debtors arising from environmental contamination (collectively, 

"Tort Claimants") to (i) commence or continue to prosecute litigation, including appeals, solely 

against non-Debtors with respect to any claims such holders may have against non-Debtors, or 

(ii) enter into or enforce any settlement or judgment solely with or against any non-Debtor relating 

thereto or in connection therewith. In addition, as of the Effective Date, the injunction imposed by 

Section III.E.4 of the Plan (the "Plan Injunction") will be deemed modified solely to the extent 

necessary to (a) permit Tort Claimants to commence, pursue or continue litigation to pursue 

applicable insurance, including litigation against the Debtors' insurers, if any ("Insurance 

Litigation"); and (b) in connection therewith, to name one or more of the Debtors as nominal 
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NYI-4244604v28 

defendants, with the naming of such nominal defendants and such Insurance Litigation being solely 

for the purpose of pursuing claims against and collection of payment of proceeds under any such 

insurance, if any; provided, however, that no orders or other findings or decisions entered in 

connection with any Insurance Litigation shall be admissible in any proceeding in the Bankruptcy 

Court or other court of competent jurisdiction regarding, or have any preclusive effect on, the 

allowance or disallowance of any Claim asserted against the Debtors in connection with the Chapter 

11 Cases, whether before or after the Effective Date.

31. Except as described in this paragraph and in paragraph 30 above, the 

modification of the Plan Injunction in the foregoing paragraph 30 shall not: (a) expand, limit or 

otherwise impact in any way any rights of any Tort Claimant, the applicable insurer, if any, the 

Debtors, the Liquidation Trust, the Liquidation Trustee or any other party with respect to any matter; 

(b) authorize, or be deemed or construed to authorize, any Tort Claimant, the applicable insurer or 

any other party to seek further relief against the Debtors or the Liquidation Trust or the Liquidation 

Trustee in any forum outside of the Bankruptcy Court with respect to the Tort Claim; (c) be deemed 

to modify the Plan Injunction to allow any party to pursue any action, or attempt to enforce any right, 

against the Debtors, the Liquidation Trust or the Liquidation Trustee (including, but not limited to, 

seeking (i) reimbursement of any amount, including any deductible amount, defense costs or 

expenses from the Debtors, the Liquidation Trust or the Liquidation Trustee, (ii) any discovery from 

the Debtors, the Liquidation Trust or the Liquidation Trustee with respect to the Debtors' records, 

personnel, assets and other information related thereto, (iii) to compel the appearance or testimony of 

any of the Liquidation Trust's employees, officers, managers, agents or other Representatives (in 

their capacities as such) in the Insurance Litigation or (iv) otherwise to compel the Liquidation 

Trust's employees, officers, managers, agents or other Representatives or counsel (in their capacities 

as such) to participate in the Insurance Litigation); or (d) limit the ability of the Debtors or the 
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NYI-4244604v28 

Liquidation Trust to seek to include Tort Claims asserted in the Chapter 11 Cases in any ADR 

Procedures in the Bankruptcy Court.

32. Notwithstanding anything in the Plan, any amendment to the Plan or this 

Order to the contrary, nothing in the Plan, any amendment to the Plan or this Order shall prejudice 

the right of the Spears Plaintiffs (as defined in the Stipulation and Agreed Order Granting Kimberly 

Spears, Kirk Hubert and Angela Norman, as the Representatives of a Putative Class of 

Environmental Tort Plaintiffs, Limited Relief From the Automatic Stay (Docket No. 6263) 

(the "Spears Stipulation and Order")) to request relief from the Plan Injunction to obtain the 

Additional Documents (as defined in the Spears Stipulation and Order) or the right of the Debtors, 

the Liquidation Trust or the Liquidation Trustee to contest any such request. 

J. Exemption from Securities Laws 

33. Pursuant to section 1125(d) of the Bankruptcy Code, the Debtors' transmittal 

of Solicitation Materials and their solicitation of acceptances of the Plan are not, and will not be, 

governed by or subject to any otherwise applicable law, rule or regulation governing the solicitation 

or acceptance of a plan of liquidation or the offer, issuance, sale or purchase of securities. 

Accordingly, the Debtors and their respective directors, managers, officers, employees, agents and 

Professionals (acting in such capacity) are entitled to the protection of section 1125(e) of the 

Bankruptcy Code. In addition, the rights of beneficiaries arising under the Liquidation Trust will not 

constitute "securities" under applicable laws. Even if such rights were, or were deemed, to constitute 

securities, the exemptions from registration provided by section 1145 of the Bankruptcy Code and by 

other applicable law would apply to their issuance under the Plans. The Liquidation Trust shall not 

be required to comply with the registration and reporting requirements of the Securities Exchange 

Act of 1934, as amended, or the Investment Company Act of 1940, as amended. 
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NYI-4244604v28 

K. Exemption From Taxation

34. Pursuant to section 1146(a) of the Bankruptcy Code, the following shall not 

be subject to any stamp Tax, real estate transfer Tax, mortgage recording Tax, filing fee, sales or use 

Tax or similar Tax: (a) any Restructuring Transaction; (b) the execution and implementation of the 

Liquidation Trust Agreement, including the creation of the Liquidation Trust, any transfers of the 

Liquidation Trust Assets or other assets (if any) to or by the Liquidation Trust, including the sale, 

liquidation, transfer, foreclosure, abandonment or other disposition of the Liquidation Trust Assets 

(including any transfers to an Environmental Response Trust); or (c) the making or delivery of any 

deed or other instrument of transfer under, in furtherance of or in connection with the Plan, including 

any merger agreements, agreements of consolidation, restructuring, disposition, liquidation or 

dissolution, deeds, bills of sale or assignments, applications, certificates or statements executed or 

filed in connection with any of the foregoing or pursuant to the Plan, and any transfer of First Lien 

Collateral or DIP Collateral to or from the Liquidation Trust in accordance with the terms of the 

Plan. 

35. All filing and recording officers are hereby directed to accept for filing or 

recording all instruments to be filed and recorded in accordance with the Plan or the 

Plan Exhibits without payment of any such Taxes described in paragraph 34 hereof. Notice of entry 

of this Order in the form approved by the Bankruptcy Court: (a) shall have the effect of an order of 

the Bankruptcy Court; (b) shall constitute sufficient notice of the entry of this Order to such filing 

and recording officers; and (c) shall be a recordable instrument notwithstanding any contrary 

provision of applicable nonbankruptcy law. The Bankruptcy Court retains jurisdiction to enforce the 

foregoing direction by contempt proceedings or otherwise. 

36. Any transfers of owned or leased real property undertaken by the Debtors or 

the Liquidation Trust pursuant to the Plan, the Restructuring Transactions or the Liquidation Trust 

Agreement are specifically for the purpose of effectuating the orderly winddown of the Debtors' 
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NYI-4244604v28 

Estates under chapter 11 of the Bankruptcy Code and shall not trigger (a) any increase in applicable 

real property taxes or (b) a reappraisal of any real property so transferred. 

L. Executory Contracts and Unexpired Leases

37. The Executory Contract and Unexpired Lease provisions of Section II.E of 

the Plan are specifically approved in all respects, are incorporated herein in their entirety and are so 

ordered. The Debtors are authorized to assume and assign, or reject, Executory Contracts or 

Unexpired Leases in accordance with Section II.E of the Plan and the Contract Procedures Order. 

38. Except as otherwise provided in the Plan or in the Contract Procedures Order, 

this Order shall constitute an order of the Bankruptcy Court approving: (a) the rejections as 

described in Section II.E of the Plan, pursuant to section 365 of the Bankruptcy Code, as of the 

Confirmation Date; and (b) the assumption and assignment of each Executory Contract or Unexpired 

Lease set forth in Section II.E.2 of the Plan or in Plan Exhibit II.E.2, as of and conditioned on the 

occurrence of the Effective Date. To the extent there is a bona fide dispute as to the executoriness of 

a particular agreement, the Debtors may assume or reject such agreement, pursuant to section 365 of 

the Bankruptcy Code, only to the extent it is held by a Final Order to be an Executory Contract or 

Unexpired Lease. 

M. Postpetition Agreements

39. As of the Effective Date, the Liquidation Trust shall be deemed a successor in 

interest to the Debtors under, and a beneficiary of, any Postpetition Agreement, and any rights and 

benefits thereunder shall be transferred to the Liquidation Trust; provided, however, that no change 

in ownership or change in control under any such contract, lease or agreement shall be deemed to 

have occurred on the Effective Date. Any Postpetition Agreements shall survive and remain 

unaffected by the entry of this Order. For purposes of the Plan and this Order, the term "Postpetition 

Agreements" shall have the meaning given to such term in the Plan, but shall not include any 
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NYI-4244604v28 

agreement relating solely to the operation of the Debtors' former businesses sold to New Chrysler 

pursuant to the Purchase Agreement. 

N. Plan Distributions 

40. On and after the Effective Date, distributions on account of Allowed Claims 

and the resolution and treatment of Disputed Claims shall be effectuated pursuant to Section II.B and 

Article V of the Plan. The Liquidation Trustee may establish any reserves that it deems necessary or 

advisable to make distributions to holders of Allowed Claims or otherwise to satisfy the Liquidation 

Trust's obligations under the Plan, including the creation of one or more reserves for Disputed 

Claims. 

O. Recovery Actions 

41. Except as otherwise provided in the Plan or in any contract, instrument, 

release or other agreement entered into or delivered in connection with the Plan, in accordance with 

section 1123(b) of the Bankruptcy Code, the Liquidation Trust shall retain and the Liquidation 

Trustee may enforce any claims, demands, rights, defenses and Causes of Action that any Debtor or 

any Estate may hold against any Entity, including any Recovery Actions other than the Daimler 

Litigation to the extent not expressly released hereunder or by Final Order of the Bankruptcy Court. 

The Liquidation Trustee may pursue such retained claims, demands, rights or Causes of Action, 

including any Recovery Actions other than the Daimler Litigation, as appropriate, in accordance with 

the best interests of the Estates, and all such retained claims, demands, rights or Causes of Action (or 

proceeds thereof) shall constitute part of the Liquidation Trust Assets. The Liquidation Trustee shall 

pursue the foregoing actions only (a) at the direction of both of the Government DIP Lenders with 

respect to any actions that constitute DIP Collateral and (b) at the direction of the First Lien Agent 

for any actions that constitute First Lien Collateral. Any recovery of Cash by the Liquidation Trust 

on account of such actions shall be (a) promptly and indefeasibly paid to the Government DIP 

Lenders on a Pro Rata basis to the extent that the recovery constitutes DIP Collateral or 
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NYI-4244604v28 

(b) indefeasibly paid to the First Lien Agent on behalf of the First Lien Lenders to the extent that the 

recovery constitutes First Lien Collateral. Notwithstanding the foregoing, the Daimler Litigation and 

any Daimler Proceeds arising therefrom shall be subject to the treatment set forth in Section III.E.2 

of the Plan. The Liquidation Trustee may continue to analyze potential Causes of Action in 

consultation with the First Lien Agent and the Government DIP Lenders, as appropriate, to determine 

whether the pursuit of these actions would be beneficial. In addition to the Daimler Litigation, the 

Causes of Action retained by the Liquidation Trust include, without limitation, any Causes of Action 

that any Debtor or any Estate may have against: (a) Electronic Data Systems, LLC d/b/a HP 

Enterprise Services (f/k/a Electronic Data Systems Corporation), EDS Information Systems L.L.C., 

EDS Canada Corp. (f/k/a EDS Canada, Inc.), AT Kearny, Inc. and any of their predecessors or 

successors in interest, subsidiaries and Affiliates; (b) Wilhelm Karmann GMBH and any of its 

predecessors or successors in interest, subsidiaries and Affiliates; (c) Eisenmann Corp. and any of its 

predecessors or successors in interest, subsidiaries and Affiliates; and (d) Getrag Transmission 

Manufacturing LLC, Getrag International GmbH, Getrag Getriebe- und Zahnradfabrik Hermann 

Hagenmeyer GmbH & Cie KG and any of their predecessors or successors in interest, subsidiaries 

and Affiliates. 

42. Notwithstanding anything in paragraph 41 above or otherwise herein to the 

contrary, on the Effective Date, the Daimler Litigation shall be assigned to the Liquidation Trust and 

the Liquidation Trust shall succeed to the interests of the Estates in the Daimler Litigation and shall 

be substituted as the plaintiff in the Daimler Litigation as set forth in Section IV.B.3 of the Plan. 

Subject to Sections IV.G.2 and IV.H.2 of the Plan, from and after the Effective Date, the Litigation 

Manager, on behalf of the Liquidation Trust, will prosecute to conclusion or settle the Daimler 

Litigation. Any Daimler Proceeds shall be subject to the treatment set forth in the Plan, including 

Sections II.A.1.c, II.B.6 and IV.G thereof. Except as set forth in Section II.A.1.c.iv of the Plan, any 
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NYI-4244604v28 

Daimler Proceeds shall vest in the Liquidation Trust and shall be deposited in the Additional 

Proceeds Account consistent with the Liquidation Trust Agreement. 

P. Claims Bar Dates and Other Claims Matters 

43. General Bar Date Provisions. Except as otherwise provided in 

Section II.A.1.d.ii or Section II.A.1.d.iii of the Plan or in a Bar Date Order or other order of the 

Bankruptcy Court, unless previously Filed or Allowed pursuant to the Plan, each holder of an 

Administrative Claim must File a request for payment of such Administrative Claim and serve such 

request on the Notice Parties pursuant to the procedures specified in this Order and the Confirmation 

Notice (as defined below), no later than 30 days after the Effective Date. Holders of Administrative 

Claims that are required to File and serve a request for payment of such Administrative Claim and 

that do not File and serve such a request by the applicable Bar Date shall be forever barred from 

asserting such Administrative Claims against the Debtors, the Liquidation Trust or the Liquidation 

Trustee, or their respective property, and such Administrative Claims shall be deemed waived and 

released as of the Effective Date. Objections to such requests must be Filed by the Liquidation Trust 

and served on the Notice Parties and the requesting party by the latest of (a) 150 days after the 

Effective Date, (b) 60 days after the Filing of the applicable request for payment of Administrative 

Claims or (c) such other period of limitation as may be specifically established by a Final Order for 

objecting to such Administrative Claims. Nothing in this Order or in the Plan modifies any 

requirement to File any Administrative Priority Claims as set forth in the General Bar Date Order by 

the applicable Bar Date, and any holder of such an Administrative Priority Claim that failed to 

comply with the requirements of the General Bar Date Order or section 546(c) of the Bankruptcy 

Code shall be forever barred from asserting such Administrative Priority Claims against the Debtors, 

the Liquidation Trust or the Liquidation Trustee, or their respective property, and such 

Administrative Priority Claims shall be deemed waived and released. 
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NYI-4244604v28 

44. Professional Compensation Bar Date Provisions. Professionals or other 

Entities other than Ordinary Course Professionals asserting a Fee Claim for services rendered or 

expenses incurred before the Effective Date must File and serve on the Notice Parties, and such other 

Entities who are designated by the Bankruptcy Rules, the Interim Compensation Order, this Order or 

other order of the Bankruptcy Court, an application for final allowance of such Fee Claim no later 

than 60 days after the Effective Date; provided, however, that any Ordinary Course Professional 

(a) must submit a Final OCP Statement no later than 30 days after the Effective Date and (b) may 

continue to receive payment of compensation and reimbursement of expenses for services rendered 

to the Debtors without further review or approval by the Bankruptcy Court (except as provided in the 

Ordinary Course Professionals Order). Objections to any Fee Claim must be Filed and served on the 

Notice Parties and the requesting party by the latest of (a) 90 days after the Effective Date, (b) 30 

days after the Filing of the applicable request for payment of the Fee Claim or (c) such other period 

of limitation as may be specifically determined by a Final Order for objecting to such Fee Claims. 

To the extent necessary, this Order shall amend and supersede any previously entered order of this 

Court regarding the payment of Fee Claims. For the avoidance of doubt, Contingency Fee Counsel 

need not file any Fee Claim for Contingency Fees earned after the Effective Date, and any such 

amounts shall be subject to the terms of the Plan and the Contingency Fee Counsel Agreement. 

45. No Bar Date for Administrative Tax Claims. Notwithstanding anything in 

Section II.A.1.d.i of the Plan or any other provision of the Plan or this Order, a governmental unit 

shall not be required to file and serve a request for payment of an Administrative Claim with respect 

to any administrative expense of the type described in section 503(b)(1)(B) or section 503(b)(1)(C) 

of the Bankruptcy Code as a condition to such amount being an allowed administrative expense. 

46. Bar Date for Rejection Claims. Except as otherwise provided in a Final 

Order of the Bankruptcy Court approving the rejection of an Executory Contract or Unexpired Lease, 

if the rejection of an Executory Contract or Unexpired Lease pursuant to Section II.E.1 of the Plan 
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NYI-4244604v28 

gives rise to a Claim by the other party or parties to such Executory Contract or Unexpired Lease, 

such Claim shall be forever barred and shall not be enforceable against the Debtors, their Estates, the 

Liquidation Trust, the Liquidation Trustee or any of their respective Assets or property, including the 

Liquidation Accounts and other Liquidation Trust Assets, unless a proof of Claim or request for 

payment of Administrative Claim is Filed and served on the Liquidation Trust, pursuant to the 

procedures specified in the Contract Procedures Order and the Confirmation Notice, no later than 

30 days after the Effective Date, in which case such proof of Claim or request for payment of 

Administrative Claim shall be subject to treatment under the Plan. 

47. Abandonment Claims. If the abandonment of any Asset pursuant to an order 

of the Bankruptcy Court as contemplated by Section IV.M.1 of the Plan (an "Abandonment Order") 

results in damages to a non-Debtor party, any Claim for such damages shall be forever barred and 

shall not be enforceable against the Debtors, the Liquidation Trust, the Liquidation Trustee, the 

Government DIP Lenders, the U.S., the First Lien Lenders, the First Lien Agent or their properties, 

successors and assigns, unless a proof of Claim is Filed and served upon counsel for the Liquidation 

Trust on or before 30 days after the date of entry of an Abandonment Order. 

48. 28 U.S.C. § 1930 Fees. Pursuant to Section II.A.1.b of the Plan, on or before 

the Effective Date, Administrative Claims for fees payable pursuant to 28 U.S.C. § 1930 shall be 

paid by the applicable Debtor or the Liquidation Trust in Cash equal to the amount of such 

Administrative Claims. All fees payable pursuant to 28 U.S.C. § 1930 after the Effective Date shall 

be paid by the Liquidation Trust in accordance with the Plan until the closing of the Chapter 11 

Cases pursuant to section 350(a) of the Bankruptcy Code. 

Q. Plan Implementation

49. In accordance with section 1142 of the Bankruptcy Code — and, to the extent 

applicable, section 303 of the Delaware General Corporation Law, section 607.1008 of the Florida 

Business Corporation Act and section 861 of the Michigan Nonprofit Corporation Act and any 
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NYI-4244604v28 

comparable provisions of the business corporation, limited liability company, limited partnership or 

nonprofit corporation law of any other state (collectively, the "Relevant State Statutes") — without 

further action by the Bankruptcy Court or the stockholders, members, partners, directors, managers 

or trustees of any Debtor, (a) the Debtors, (b) the Liquidation Trust, (c) the Liquidation Trustee (or, 

with respect to the Daimler Litigation, the Litigation Manager), and (d) any director, manager, 

trustee, member, partner or officer (if any) of the appropriate Debtor is authorized to: (i) take any 

and all actions necessary or appropriate to implement, effectuate and consummate the Plan, this 

Order or the transactions contemplated thereby or hereby, including, without limitation, those 

transactions identified in Article III of the Plan and the payment of any employment taxes owing in 

respect of distributions under the Plan; and (ii) execute and deliver, adopt or amend, as the case may 

be, any contracts, instruments, releases, agreements and documents necessary to implement, 

effectuate and consummate the Plan, including without limitation, those contracts, instruments, 

releases, agreements and documents identified in Article IV of the Plan (including the Liquidation 

Trust Agreement and the Litigation Manager Agreement). 

50. To the extent that, under applicable non-bankruptcy law, any of the foregoing 

actions would otherwise require the consent or approval of the stockholders, members or directors of 

any of the Debtors, this Order shall, pursuant to section 1142 of the Bankruptcy Code (and, to the 

extent applicable, the Relevant State Statutes), constitute such consent or approval, and such actions 

are deemed to have been taken by unanimous action of the directors, managers, stockholders, 

partners, members or trustees of the appropriate Debtor. 

51. Each federal, state, commonwealth, local, foreign or other governmental 

agency is hereby directed and authorized to accept any and all documents, mortgages and instruments 

necessary or appropriate to effectuate, implement or consummate the transactions contemplated by 

the Plan and this Order. 
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NYI-4244604v28 

52. Subject to and to the extent set forth in the Plan, this Order, the Liquidation 

Trust Agreement, the Litigation Manager Agreement or other agreement (or any other Final Order of 

the Bankruptcy Court entered pursuant to or in furtherance hereof), the Debtors and the Liquidation 

Trustee on behalf of the Liquidation Trust (and, solely and exclusively with respect to the Daimler 

Litigation and as set forth in Sections IV.G.2 and IV.H of the Plan and in the Litigation Manager 

Agreement, the Litigation Manager on behalf of the Liquidation Trust) shall be empowered to, 

among other things, effectuate any and all actions and execute all agreements, instruments and other 

documents necessary to implement the Plan, including, without limitation, all actions, agreements, 

instruments, documents and other items set forth in Article IV of the Plan. 

R. Termination and Cancellation of Securities 

53. On the Effective Date, the Bond Indenture and the Bonds issued thereunder 

shall be deemed terminated, and be of no further force and effect, with respect to the Debtors. 

Subject to Section IV.L.1.a of the Plan, the holders of the Bonds shall have no rights against the 

Debtors arising from or relating to such instruments and other documentation, or the deemed 

termination thereof. The Debtors shall not have any continuing obligations or rights under the Bond 

Indenture and the Bonds issued thereunder, except with respect to any obligations to the Bondholders 

as holders of Allowed Claims in Class 3A and as otherwise set forth in the Plan or this Order, 

provided that such deemed termination with respect to the Debtors shall not affect any rights and 

obligations arising from and in connection with the Bond Indenture and the Bonds by or among the 

Indenture Trustee, the Bondholders, Daimler, the Paying Agent and any other non-Debtor Entity 

such that the Bond Indenture and the Bonds shall be unaffected and continue with respect to such 

Entities for all other purposes. Nothing in the Plan shall affect the obligations of Daimler under, and 

the terms of, the Bond Indenture and the Daimler Bondholder Guaranty. 

54. Nothing in the Plan shall impair the rights of the Indenture Trustee to enforce 

its charging liens, created in law or pursuant to the Bond Indenture, against property that otherwise 
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NYI-4244604v28 

would be distributed to the Bondholders. Without further action or order of the Bankruptcy Court, 

the charging liens of the Indenture Trustee shall attach to any property distributable to the holders of 

Allowed Bondholder Claims under the Plan with the same priority, dignity and effect that such Liens 

had on property distributable under the Bond Indenture. 

55. Except as set forth in Section II.B.9 of the Plan, the Equity Interest of all 

Debtors shall be deemed cancelled and of no further force and effect on the Effective Date. The 

holders of or parties to such cancelled securities and other documentation shall have no rights arising 

from or relating to such securities and other documentation or the cancellation thereof. 

S. Environmental Matters

56. The provisions of Section IV.O and Article X of the Plan relating to 

environmental matters are approved in all respects, including, without limitation, the (a) provisions 

relating to the establishment and administration of the Environmental Reserve and (b) the 

establishment of (i) the Allocated Share for each Designated Owned Property, (ii) the Allocated 

Share Caps for the Other Owned Properties and (iii) the maximum amount of the Keck Orphan 

Reserve and the EPA Reserve.

57. Without limiting the foregoing in paragraph 56 above, the following 

environmental provisions are approved:

 (a) For any Transferred Property that is First Lien Collateral, to the extent that 

the First Lien Lenders' Liens on the Transferred Property are not waived, released or extinguished, 

then all amounts spent by the Environmental Response Trust or a local municipality or state agency 

(as applicable) with respect to the environmental clean-up of such Transferred Property — including 

but not limited to all administrative expenses of the Environmental Response Trust and all costs and 

expenses of the Environmental Response Trust Trustee (as set forth in the Environmental Response 

Trust Agreement) — and all other amounts that, if expended by the Debtors, would constitute 

"Covered Costs" shall be treated as Covered Costs that shall be recovered by the Environmental 
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NYI-4244604v28 

Response Trust, the local municipality or the state agency (as applicable) from the net proceeds of 

any sale of such Transferred Property prior to any other use or distribution of such proceeds, 

including distributions to the First Lien Lenders, provided that such net proceeds, less such amounts 

constituting Covered Costs, are indefeasibly paid to the First Lien Agent as required by paragraphs 8 

and 16 of the First Lien Winddown Order. 

 (b) For any Abandonment Property that constitutes First Lien Collateral and that 

is abandoned as set forth in the Plan, to the extent that the First Lien Lenders' Liens on the property 

are not waived, released or extinguished, then all amounts spent by the local municipalities or state 

agencies (as applicable) with respect to the environmental clean up of such Abandonment Property 

and all other amounts that, if expended by the Debtors, would constitute "Covered Costs" shall be 

treated as Covered Costs that shall be recovered by the local municipalities or state agencies (as 

applicable) from the net proceeds of any sale of such Abandonment Property prior to any other use or 

distribution of such proceeds, including distributions to the First Lien Lenders, provided that such net 

proceeds, less such amounts constituting Covered Costs, are indefeasibly paid to the First Lien Agent 

as required by paragraphs 8 and 16 of the First Lien Winddown Order. 

 (c) In no event shall the First Lien Agent or the First Lien Lenders have any 

liability or obligation for any amount expended by the Environmental Response Trust, or any local 

municipality or state agency with respect to the matters addressed in this paragraph 57. 

 (d) Subject to the foregoing and the other terms of the Plan, the terms of the First 

Lien Winddown Order shall remain in full force and effect.

T. Binding Effect of Prior Orders

58. Pursuant to section 1141 of the Bankruptcy Code, effective as of the 

Confirmation Date, but subject to the occurrence of the Effective Date and subject to the terms of the 

Plan and this Order, all prior orders entered in the Chapter 11 Cases, all documents and agreements 

executed by the Debtors as authorized and directed under such prior orders and all motions, requests 
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NYI-4244604v28 

for relief or other pleadings by the Debtors pending before the Bankruptcy Court as of the Effective 

Date shall be binding upon and shall inure to the benefit of the Debtors, the Liquidation Trust and 

their respective successors and assigns. 

U. Final Order; Waiver of Stay

59. The stay of this Order otherwise imposed by Bankruptcy Rule 3020(e) is 

hereby waived as of April 30, 2010. This Order is a final order, and the period in which an appeal 

must be Filed shall commence immediately upon the entry hereof.

V. Reversal

60. If any or all of the provisions of this Order are hereafter reversed, modified or 

vacated by subsequent order of the Bankruptcy Court or any other court, such reversal, modification 

or vacatur shall not affect the validity of the acts or obligations incurred or undertaken under or in 

connection with the Plan prior to the Debtors', the Liquidation Trust's, the Liquidation Trustee's or 

the Litigation Manager's receipt of written notice of such order. Notwithstanding any such reversal, 

modification or vacatur of this Order, any such act or obligation incurred or undertaken pursuant to, 

and in reliance on, this Order prior to the effective date of such reversal, modification or vacatur shall 

be governed in all respects by the provisions of this Order and the Plan and all related documents or 

any amendments or modifications thereto. 

W. Notice of Confirmation and Effective Date of the Plan

61. Pursuant to Bankruptcy Rules 2002(f)(7) and 3020(c)(2), the Debtors or the 

Liquidation Trustee are directed to serve a notice of the entry of this Order and the establishment of 

bar dates for certain Claims hereunder, substantially in the form of Annex II attached hereto and 

incorporated herein by reference (the "Confirmation Notice"), on all parties that received the 

Confirmation Hearing Notice and parties to Executory Contracts or Unexpired Leases in accordance 

with the Contract Procedures, no later than 25 days after the Confirmation Date; provided, however, 

that the Debtors or the Liquidation Trustee shall be obligated to serve the Confirmation Notice only 
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NYI-4244604v28 

on the record holders of Claims or Interests as of the Confirmation Date (all such parties entitled to 

service, collectively, the "Confirmation Notice Parties"). The Debtors are directed to publish the 

Confirmation Notice once in the national edition of The Wall Street Journal and the worldwide 

edition of The Financial Times no later than 25 days after the Confirmation Date. As soon as 

practicable after the entry of this Order, the Debtors shall make copies of this Order and the 

Confirmation Notice available on the Document Website. The Liquidation Trustee shall serve a 

notice of the Effective Date (which may be incorporated into the Confirmation Notice or a separate 

notice) on the Confirmation Notice Parties no later than ten days after the occurrence of the Effective 

Date. 

X. Miscellaneous Provisions

62. Subject to the restrictions on alteration, amendment and modification set forth 

in section 1127 of the Bankruptcy Code and Section IX.A of the Plan, the Debtors or the Liquidation 

Trust, as applicable, are hereby authorized to alter, amend or modify the Plan before the Effective 

Date; provided, however, that (a) any amendments that impact the Daimler Litigation or distributions 

to holders of Class 3A Claims shall be subject to the Creditors' Committee's prior written approval 

and (b) any amendments that impact the DIP Financing Claims shall be subject to the Government 

DIP Lenders' prior written approval. 

63. Except to the extent provided in Section III.E.8.b of the Plan, as of the 

Effective Date, the Creditors' Committee shall dissolve, and the members of the Creditors' 

Committee and its Professionals shall cease to have any role arising from or relating to the 

Chapter 11 Cases; provided, however, that Contingency Fee Counsel shall continue to prosecute the 

Daimler Litigation on behalf of the Liquidation Trust, subject to Sections II.A.1.c.iv, III.E.2 and 

 IV.G.2 of the Plan. 

64. The Professionals retained by the Creditors' Committee and the respective 

members thereof shall not be entitled to assert any Fee Claim for any services rendered or expenses 
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NYI-4244604v28 

incurred after the Effective Date, except for reasonable fees for services rendered, and actual and 

necessary expenses incurred, in connection with: (a) any final applications for allowance of 

compensation and reimbursement of expenses of the members of or Professionals to the Creditors' 

Committee Filed and served after the Effective Date in accordance with the Plan; and (b) to the 

extent applicable, the Creditors' Committee's active participation in any appeal of this Order. 

Notwithstanding Section III.E.8.a of the Plan, the Creditors' Committee may continue to exist after 

the Effective Date solely to address the matters set forth in Section III.E.8.b of the Plan. The 

Creditors' Committee may continue to act after the Effective Date solely for the limited purposes set 

forth in Section III.E.8.b of the Plan, which limited continuation of the Creditors' Committee shall 

automatically conclude, and the Creditors' Committee shall be fully and finally dissolved for all 

purposes, automatically upon the later of (a) the resolution of the Creditors' Committee's final 

application for reimbursements of its members' expenses under section 503(b) of the Bankruptcy 

Code and (b) the resolution of any appeal of this Order in which the Creditors' Committee is actively 

participating. 

65. The Liquidation Trust will pay, from the Committee Post-August 2009 Fee 

and Expense Fund, the reasonable expenses of the members of the Creditors' Committee and the 

reasonable fees and expenses of the Creditors' Committee's Professionals incurred in connection with 

the activities described in Section III.E.8.b of the Plan to the extent approved by a Final Order of the 

Bankruptcy Court; provided, however, that the Winddown Funds shall be used only in accordance 

with the DIP Lender Winddown Order, the Winddown Budget and the Plan. 

66. Nothing contained in paragraphs 63 through 65 above shall, or shall be 

deemed to, limit, abridge or otherwise affect the exculpations and limitations on liability to which the 

foregoing parties may be entitled under Article III of the Plan. 

67. Notwithstanding anything to the contrary contained in the Plan, 

the Disclosure Statement, the Plan Exhibits or this Order, nothing shall release, modify or affect the 
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NYI-4244604v28 

rights of the University of Delaware or its assignee, 1743 Holdings LLC (collectively and 

individually, the "Newark Purchaser"), or Old Carco and Old Carco Motors LLC (collectively and 

individually and including the Liquidation Trust as successor thereto, the "Newark Seller") in and to 

that certain Escrow Agreement entered into by the Newark Purchaser and the Newark Seller in 

connection with that certain Agreement of Purchase and Sale, dated October 23, 2009 (the "Newark 

Purchase Agreement"), pursuant to which $500,000.00 of the purchase price paid by Newark 

Purchaser under the Newark Purchase Agreement was deposited into an escrow fund (the "Escrow 

Fund") to secure the performance of certain activities at the property purchased under the Newark 

Purchase Agreement. The Newark Purchaser and the Newark Seller shall retain all rights and 

remedies with respect to the Escrow Fund, and the Newark Purchaser shall retain the right to bring 

any claim or action against the Newark Seller or New Chrysler (including its successors and assigns) 

as provided in the Escrow Agreement, the Newark Purchase Agreement or the Transition Services 

Agreement.

68. Nothing in the Disclosure Statement, the Plan or this Order alters the rights 

and obligations of the Debtors and the Debtors' insurers (and third party claims administrators) under 

applicable insurance policies (and the agreements related thereto) or modifies the coverage provided 

thereunder or the terms and conditions thereof. Any such rights and obligations shall be determined 

under the applicable insurance policies, any related agreement of the parties and applicable law. 

69. Notwithstanding anything to the contrary in the Plan or this Order, Aetna Life 

Insurance Company's rights to prosecute its Amended Motion to Allow for Leave to File an 

Objection/Request for Clarification to Debtors Notice of Filing of Schedule of Certain Designated 

Employee Related Agreements and Cure Costs Related Thereto (Docket No. 4679), and the rights of 

other parties to contest the requested relief, shall remain unaltered. 

70. Except as otherwise provided in the Plan and this Order, notice of all 

subsequent pleadings in the Chapter 11 Cases shall be limited to counsel to the Debtors, counsel to 
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NYI-4244604v28 

the Liquidation Trust (including, where appropriate, Contingency Fee Counsel), the Liquidation 

Trustee, the Litigation Manager, counsel to the First Lien Agent, counsel to the Government DIP 

Lenders, the U.S. Trustee and any party known to be directly affected by the relief sought. 

71. Failure specifically to include or reference particular sections or provisions of 

the Plan or any related agreement in this Order shall not diminish or impair the effectiveness of such 

sections or provisions, it being the intent of this Court that the Plan be confirmed and such related 

agreements be approved in their entirety. 

72. Any document related to the Plan that refers to a plan of liquidation or a 

chapter 11 plan of the Debtors other than the Plan confirmed by this Order shall be, and it hereby is, 

deemed to be modified such that the reference to a plan of liquidation or chapter 11 plan of the 

Debtors in such document shall mean the Plan confirmed by this Order, as appropriate. 

73. Without intending to modify any prior Order of the Bankruptcy Court (or any 

agreement, instrument or document addressed by any prior Order), in the event of an inconsistency 

between the Plan, on the one hand, and any other agreement, instrument or document intended to 

implement the provisions of the Plan, on the other, the provisions of the Plan shall govern (unless 

otherwise expressly provided for in such agreement, instrument or document); provided, however, 

that the provisions of the Winddown Orders are incorporated, adopted or modified as set forth in the 

Plan and except as expressly set forth in the Plan, the terms of the Winddown Orders shall continue 

in effect; provided, further that in the event of a direct conflict between any terms of the Plan and any 

terms of the Winddown Orders, the Plan shall govern. If there is any direct conflict between (a) the 

terms of the Plan or any agreement, instrument or document intended to implement the Plan, 

including the Winddown Orders, and (b) the terms of this Order, the terms of this Order shall govern. 

74. If each of the conditions precedent to the Effective Date is not satisfied or 

duly waived in accordance with Section III.C of the Plan, then upon motion by the Debtors made 

before the time that each of such conditions has been satisfied or duly waived and upon notice to 
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NYI-4244604v28 

such parties in interest as the Bankruptcy Court may direct, this Order will be vacated by the 

Bankruptcy Court; provided, however, that, notwithstanding the Filing of such motion, this Order 

may not be vacated if each of the conditions to the Effective Date either is satisfied or duly waived 

before the Bankruptcy Court enters an order granting such motion. If this Order is vacated pursuant 

to Section III.D of the Plan: (a) the Plan will be null and void in all respects, including with respect 

to the release of Claims and termination of Interests; and (b) nothing contained in the Plan will 

(i) constitute a waiver or release of any Claims by or against, or any Interest in, any Debtor or 

(ii) prejudice in any manner the rights of the Debtors or any other party in interest; provided, 

however, that the rejection of Executory Contracts or Unexpired Leases pursuant to Section II.E of 

the Plan will survive any vacation of this Order by the Bankruptcy Court. 

75. The business and assets of the Debtors shall remain subject to the jurisdiction 

of the Bankruptcy Court until the Effective Date. Notwithstanding the entry of this Order, from and 

after the Effective Date, the Bankruptcy Court shall retain such jurisdiction over the Chapter 11 

Cases as is legally permissible, including jurisdiction over those matters and issues described in 

Article VIII of the Plan. 

Dated: April 23, 2010 s/Arthur J. Gonzalez

 New York, New York THE HONORABLE ARTHUR J. GONZALEZ 

CHIEF UNITED STATES BANKRUPTCY JUDGE 
ANNEX I

Second Amended Joint Plan of Liquidation of 

Debtors and Debtors in Possession, As Modified 

(Without Exhibits) 
UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF NEW YORK 

------------------------------------------------------------------------- x 

In re 

Old Carco LLC 

(f/k/a Chrysler LLC), et al., 

Debtors. 

:

:

:

:

:

:

:

Chapter 11 

Case No. 09-50002 (AJG) 

(Jointly Administered) 

------------------------------------------------------------------------- x 

SECOND AMENDED JOINT PLAN OF LIQUIDATION 

OF DEBTORS AND DEBTORS IN POSSESSION, AS MODIFIED

JONES DAY 

222 East 41st Street 

New York, New York 10017 

Telephone: (212) 326-3939 

Facsimile: (212) 755-7306 

Corinne Ball 

Veerle Roovers 

JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

David G. Heiman 

Carl E. Black 

JONES DAY 

1420 Peachtree Street, N.E. 

Suite 800 

Atlanta, Georgia 30309 

Telephone: (404) 581-3939 

Facsimile: (404) 581-8330 

Jeffrey B. Ellman 

Attorneys for Debtors 

and Debtors in Possession 

January 22, 2010 

(Modified as of April 20, 2010) 
TABLE OF CONTENTS

Page

-iARTICLE I. RULES OF INTERPRETATION AND COMPUTATION OF TIME........................................... 1 

A. Rules of Interpretation .................................................................................................................... 1 

B. Computation of Time ...................................................................................................................... 1 

ARTICLE II. CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS; 

CRAMDOWN; EXECUTORY CONTRACTS AND UNEXPIRED LEASES ............................. 2 

A. Unclassified Claims ........................................................................................................................ 2 

1. Payment of Administrative Priority Claims...................................................................... 2 

2. Payment of Priority Tax Claims ....................................................................................... 5 

B. Classified Claims and Interests ....................................................................................................... 5 

1. Priority Claims (Class 1 Claims) ........................................................................ 5 

2. First Lien Secured Claims (Class 2A Claims).................................................... 5 

3. TARP Financing Secured Claims (Class 2B Claims)......................................... 7 

4. Owners' Secured Claims (Class 2C Claims)....................................................... 7 

5. Other Secured Claims (Class 2D Claims) .......................................................... 7 

6. General Unsecured Claims (Class 3A Claims)................................................... 8 

7. Intercompany Claims (Class 3B Claims) ........................................................... 8 

8. Equity Interests of Old Carco (Class 4A Interests)............................................. 8 

9. Subsidiary Debtor Equity Interests (Class 4B Interests)..................................... 8 

C. Special Provision Regarding the Treatment of Allowed Secondary Liability Claims; 

Maximum Recovery........................................................................................................................ 9 

D. Confirmation Without Acceptance by All Impaired Classes .......................................................... 9 

E. Treatment of Executory Contracts or Unexpired Leases ................................................................ 9 

1. Rejection of Executory Contracts and Unexpired Leases................................................. 9 

2. Assumption and Assignment of Executory Contracts and Unexpired Leases .................. 9 

3. Approval of Rejections and Assumptions and Assignments ............................................ 9 

4. Payments Related to Assumption of Executory Contracts or Unexpired Leases............ 10 

5. Bar Date for Rejection Damages .................................................................................... 10 

6. Executory Contract and Unexpired Lease Notice Provisions ......................................... 10 

ARTICLE III. CONFIRMATION OF THE PLAN.............................................................................................. 11 

A. Conditions Precedent to Confirmation.......................................................................................... 11 

B. Conditions Precedent to Effective Date ........................................................................................ 11 

C. Waiver of Conditions Precedent to the Confirmation or Effective Date....................................... 11 

D. Effect of Nonoccurrence of Conditions Precedent to the Effective Date...................................... 11 

E. Effect of Confirmation of the Plan................................................................................................ 12 

1. Preservation of Rights of Action by the Debtors and the Liquidation Trust; 

Recovery Actions other than the Daimler Litigation ...................................................... 12 
TABLE OF CONTENTS

(continued) 

Page

-ii2. Preservation and Treatment of Daimler Litigation ......................................................... 12 

3. Comprehensive Settlement of Claims and Controversies............................................... 12 

4. Injunction........................................................................................................................ 13 

5. Releases .......................................................................................................................... 14 

6. Exculpation..................................................................................................................... 16 

7. Termination of Certain Subordination Rights and Settlement of Related Claims 

and Controversies ........................................................................................................... 16 

8. Dissolution of Creditors' Committee .............................................................................. 17 

ARTICLE IV. MEANS FOR IMPLEMENTATION OF THE PLAN ................................................................. 17 

A. Corporate Existence ...................................................................................................................... 17 

B. Restructuring Transactions ........................................................................................................... 18 

1. Restructuring Transactions Generally............................................................................. 18 

2. Recourse Solely to Liquidation Trust Assets.................................................................. 18 

3. Liquidation Trust ............................................................................................................ 18 

C. Corporate Governance .................................................................................................................. 23 

1. Certificates of Incorporation and Bylaws ....................................................................... 23 

2. Corporate Action ............................................................................................................ 24 

D. No Revesting of Assets................................................................................................................. 24 

E. Postpetition Agreements ............................................................................................................... 24 

F. Liquidation Accounts and Other Accounts ................................................................................... 24

1. Transfer or Creation........................................................................................................ 24 

2. Maintenance.................................................................................................................... 25 

3. Closure............................................................................................................................ 25 

G. Daimler Litigation......................................................................................................................... 26 

1. Transfer to Liquidation Trust.......................................................................................... 26 

2. Prosecution or Settlement ............................................................................................... 26 

H. Litigation Manager........................................................................................................................ 28 

1. Appointment ................................................................................................................... 28 

2. Resignation, Removal or Death ...................................................................................... 28 

3. Role................................................................................................................................. 28 

4. Compensation, Expense Reimbursement and Professional Representation ................... 28 

5. Term ............................................................................................................................... 29 

6. Rights and Powers; Confidentiality ................................................................................ 29 

7. Indemnification............................................................................................................... 29 

I. Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims...................... 29 
TABLE OF CONTENTS

(continued) 

Page

-iiiJ. Termination of All Employee, Retiree and Workers' Compensation Benefits.............................. 30 

K. Release of Liens............................................................................................................................ 30 

L. Termination and Cancellation of Instruments, Securities and Other Documentation ................... 30 

1. Bonds.............................................................................................................................. 30 

2. Equity Interests ............................................................................................................... 31 

M. Abandonment of Property............................................................................................................. 31 

1. Abandonment by Liquidation Trust................................................................................ 31 

2. Abandonment Claims ..................................................................................................... 31 

N. Effectuating Documents; Further Transactions; Exemption from Certain Transfer Taxes........... 31 

O. Environmental Reserve ................................................................................................................. 32 

1. Establishment of Environmental Reserve....................................................................... 32 

2. Owned Property Reserve; Environmental Response Trusts; Abandonment................... 32 

3. Keck Orphan Reserve ..................................................................................................... 35 

4. EPA Reserve................................................................................................................... 36 

5. Other Environmental Claims .......................................................................................... 36 

ARTICLE V. PROVISIONS GOVERNING DISTRIBUTIONS ....................................................................... 36 

A. Distributions for Claims Allowed as of the Effective Date........................................................... 36 

B. Method of Distributions to Holders of Allowed Claims ............................................................... 37 

C. Compensation and Reimbursement for Services Related to Distributions.................................... 37 

D. Delivery of Distributions and Undeliverable or Unclaimed Distributions.................................... 37 

1. Delivery of Distributions ................................................................................................ 37 

2. Undeliverable Distributions Held by Disbursing Agents................................................ 38 

E. Timing and Calculation of Amounts to Be Distributed ................................................................ 38 

1. Distributions to Holders of Allowed Claims Other Than Allowed General 

Unsecured Claims........................................................................................................... 38 

2. Distributions to Holders of Allowed Priority Tax Claims and Certain Allowed 

Secured Claims ............................................................................................................... 39

3. Distributions to Holders of Allowed General Unsecured Claims ................................... 39 

4. No Postpetition Interest on Claims ................................................................................. 39 

5. No Post-Effective Date Interest on Claims..................................................................... 40 

6. No De Minimis Distributions ......................................................................................... 40 

7. Fractional Dollars ........................................................................................................... 40 

F. Distribution Record Date .............................................................................................................. 40 

G. Means of Cash Payments .............................................................................................................. 40 

H. Foreign Currency Exchange Rate ................................................................................................. 40 
TABLE OF CONTENTS

(continued) 

Page

-ivI. Establishment of Reserves ............................................................................................................ 41 

J. Withholding and Reporting Requirements.................................................................................... 41

K. Setoffs ........................................................................................................................................... 41 

L. Application of Distributions.......................................................................................................... 41 

ARTICLE VI. PROCEDURES FOR RESOLVING DISPUTED CLAIMS ........................................................ 42 

A. Treatment of Disputed Claims ...................................................................................................... 42 

1. ADR Procedures ............................................................................................................. 42 

2. Disputed Insured Claims................................................................................................. 42 

3. No Distributions Pending Allowance ............................................................................. 42 

4. Recourse ......................................................................................................................... 42 

B. Prosecution of Objections to Claims............................................................................................. 42 

1. Timing for Objections to Claims .................................................................................... 42 

2. Authority to Prosecute Objections and Consummate Settlements.................................. 42 

3. Authority to Amend Schedules....................................................................................... 43 

4. Authority to Estimate Claims ......................................................................................... 43 

5. Claim Objection Procedures ........................................................................................... 43 

C. Distributions on Account of Disputed Claims Once Allowed ...................................................... 43 

D. Fees Incurred For Resolution of Disputed Claims ........................................................................ 43 

E. Disallowed Disputed Claims......................................................................................................... 43 

ARTICLE VII. CONSOLIDATION OF THE DEBTORS .................................................................................... 43

A. Consolidation ................................................................................................................................ 43 

B. Order Granting Consolidation....................................................................................................... 44 

ARTICLE VIII. RETENTION OF JURISDICTION .............................................................................................. 44 

A. Retained Jurisdiction of the Bankruptcy Court ............................................................................. 44

B. Other Courts.................................................................................................................................. 46 

ARTICLE IX. MISCELLANEOUS PROVISIONS............................................................................................. 46 

A. Modification of the Plan ............................................................................................................... 46 

B. Revocation of the Plan .................................................................................................................. 46 

C. Severability of Plan Provisions ..................................................................................................... 46 

D. Successors and Assigns................................................................................................................. 46 

E. Service of Documents ................................................................................................................... 47 

ARTICLE X. DEFINED TERMS ....................................................................................................................... 51 

A. Defined Terms Used in the Plan ................................................................................................... 51 

B. Other Terms .................................................................................................................................. 74 
TABLE OF PLAN EXHIBITS 

Plan Exhibit II.E.2 Executory Contracts and Unexpired Leases to Be Assumed 

Plan Exhibit X.A.75 List of Debtors 

Plan Exhibit X.A.82 DIP Lender Winddown Order 

Plan Exhibit X.A.93C Form of Environmental Response Trust Agreement 

Plan Exhibit X.A.121 First Lien Winddown Order 

Plan Exhibit X.A.142 Form of Liquidation Trust Agreement 

Plan Exhibit X.A.143 Liquidation Trust Assets 

Plan Exhibit X.A.147 Form of Litigation Manager Agreement 

Plan Exhibit X.A.189 Restructuring Transactions 

 

 
INTRODUCTION 

Old Carco LLC f/k/a Chrysler LLC ("Old Carco"), a Delaware limited liability company, and the 

other above-captioned debtors and debtors in possession (collectively, as further defined herein, the "Debtors") 

propose the following joint plan of liquidation for the resolution of the outstanding claims against and equity 

interests in the Debtors. The Debtors are the proponents of the Plan within the meaning of section 1129 of the 

Bankruptcy Code. Reference is made to the Debtors' Disclosure Statement, distributed contemporaneously with the 

Plan, for a discussion of the Debtors' history, business, financial information, projections and properties and for a 

summary and analysis of the Plan. Other agreements and documents supplement the Plan and have been or will be 

Filed with the Bankruptcy Court. These supplemental agreements and documents are referenced in the Plan and the 

Disclosure Statement and will be available for review. All capitalized terms used herein have the meanings given to 

such terms in Article X. 

ARTICLE I. 

RULES OF INTERPRETATION 

AND COMPUTATION OF TIME 

A. Rules of Interpretation 

1. For purposes of the Plan, unless otherwise provided herein: (a) whenever from the context it is 

appropriate, each term, whether stated in the singular or the plural, will include both the singular and the plural; 

(b) any reference in the Plan to a contract, instrument, release or other agreement or document being in a particular 

form or on particular terms and conditions means that such document will be substantially in such form or 

substantially on such terms and conditions; (c) any reference in the Plan to an existing document or Plan Exhibit 

Filed or to be Filed means such document or Plan Exhibit, as it may have been or may be amended, modified or 

supplemented pursuant to the Plan, Confirmation Order or otherwise; (d) any reference to an Entity as a holder of a 

Claim or Interest includes that Entity's successors, assigns and Affiliates; (e) all references in the Plan to Sections, 

Articles and Exhibits are references to Sections, Articles and Exhibits of or to the Plan; (f) the words "herein," 

"hereof," "hereunder" and "hereto" refer to the Plan in its entirety rather than to a particular portion of the Plan; 

(g) captions and headings to Articles and Sections are inserted for convenience of reference only and are not 

intended to be a part of or to affect the interpretation of the Plan; (h) subject to the provisions of any contracts, 

articles or certificates of incorporation, bylaws, limited liability company agreements, codes of regulation, operating 

agreements, similar constituent documents, instruments, releases or other agreements or documents entered into or 

delivered in connection with the Plan, the rights and obligations arising under the Plan shall be governed by, and 

construed and enforced in accordance with, federal law, including the Bankruptcy Code and the Bankruptcy Rules; 

(i) references to actions that may be taken by agreement of one or both of the Government DIP Lenders refer to 

agreements in writing unless otherwise expressly stated or waived in writing by the applicable Government DIP 

Lenders; and (j) the rules of construction set forth in section 102 of the Bankruptcy Code shall apply to the extent 

not inconsistent with any other provision of this Section I.A.1. 

2. As described in the Plan, the provisions of the Winddown Orders are incorporated, adopted or 

modified as set forth herein. Except as expressly set forth herein, the terms of the Winddown Orders shall continue 

in effect; provided, however, that, in the event of a direct conflict between any terms hereof and any terms of the 

Winddown Orders, the Plan shall govern. 

B. Computation of Time 

In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy 

Rule 9006(a) will apply. 

Distributions to holders of Allowed General Unsecured Claims are contingent on, among other things, the 

outcome of the Daimler Litigation and Class 3A voting in favor of the Plan, as described herein and in the 

Disclosure Statement. 
 -2- 

ARTICLE II. 

CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS; 

CRAMDOWN; EXECUTORY CONTRACTS AND UNEXPIRED LEASES 

All Claims and Interests, except Administrative Priority Claims and Priority Tax Claims, are 

placed in the Classes set forth below. In accordance with section 1123(a)(1) of the Bankruptcy Code, 

Administrative Priority Claims and Priority Tax Claims, as described in Section II.A, have not been classified and 

thus are excluded from such Classes. A Claim or Interest is classified in a particular Class only to the extent that the 

Claim or Interest qualifies within the description of that Class and is classified in other Classes to the extent that any 

remainder of the Claim or Interest qualifies within the description of such other Classes. 

A. Unclassified Claims 

1. Payment of Administrative Priority Claims 

a. Administrative Priority Claims in General 

Except as specified in this Section II.A.1, including with respect to the holders of DIP Financing 

Claims, and subject to the bar date provisions herein, unless otherwise agreed by the holder of an Administrative 

Priority Claim and the applicable Debtor or the Liquidation Trustee, or unless a Final Order of the Bankruptcy Court 

provides otherwise, each holder of an Allowed Administrative Priority Claim will receive, in full satisfaction of its 

Administrative Priority Claim, Cash equal to the amount of such Allowed Administrative Priority Claim from the 

applicable Liquidation Accounts, the proceeds of the Trust Properties or other available funds either (i) on the 

Effective Date; (ii) if the Administrative Priority Claim is not Allowed as of the Effective Date, 45 days after the 

date on which an order allowing such Administrative Priority Claim becomes a Final Order or a Stipulation of 

Amount and Nature of Claim is executed by the Liquidation Trustee and the holder of the Administrative Priority 

Claim; or (iii) at such other time as may be agreed to by the Liquidation Trustee and the holder of the Allowed 

Administrative Priority Claim. 

b. Statutory Fees 

On or before the Effective Date, Administrative Claims for fees payable pursuant to 28 U.S.C. 

§ 1930, as determined by the Bankruptcy Court at the Confirmation Hearing or in the Confirmation Order, will be 

paid by the applicable Debtor or the Liquidation Trust in Cash equal to the amount of such Administrative Claims. 

All fees payable pursuant to 28 U.S.C. § 1930 after the Effective Date will be paid by the Liquidation Trust in 

accordance herewith until the closing of the Chapter 11 Cases pursuant to section 350(a) of the Bankruptcy Code. 

c. Claims Under the DIP Credit Agreement 

DIP Financing Claims are exclusively held by the Government DIP Lenders and are Allowed 

Administrative Claims and Allowed Secured Claims. Unless otherwise agreed by the Government DIP Lenders in 

writing, the Government DIP Lenders will receive the following treatment on account of their Allowed Claims: 

i. On the Effective Date, (A) the Trust Accounts and the DIP Non-Liquidation 

Funds Collateral will be transferred to the Liquidation Trust as set forth in 

Section IV.B.3, subject to the first priority Liens of the Government DIP 

Lenders and the terms of the DIP Lender Winddown Order, and (B) any 

Liquidation Funds not used to fund the Trust Accounts shall be promptly and 

indefeasibly paid to the Government DIP Lenders on a Pro Rata basis, unless a 

Government DIP Lender agrees in writing with respect to its Pro Rata share that 

such amounts can be used for any purpose consistent with the terms of the Plan, 

including, but not limited to, funding payments of Liquidation Trust Expenses or 

making distributions on account of other Allowed Claims; 

ii. Upon the sale or liquidation of any of the DIP Non-Liquidation Funds Collateral 

by the Liquidation Trust, any net proceeds (after paying closing costs, including 
 -3- 

any transfer Taxes) shall be promptly and indefeasibly paid to the Government 

DIP Lenders on a Pro Rata basis, unless a Government DIP Lender agrees in 

writing with respect to its Pro Rata share that such amounts can be used for any 

purpose consistent with the terms of the Plan, including, but not limited to, 

funding payments of Liquidation Trust Expenses or making distributions on 

account of other Allowed Claims. In no event shall the Liquidation Trust 

deliver to the Government DIP Lenders any of the DIP Non-Liquidation Funds 

Collateral other than the proceeds thereof; provided, however, that upon receipt 

of a written request by the Government DIP Lenders, the Liquidation Trust shall 

return to the Government DIP Lenders (or their respective nominees) their 

respective Pro Rata undivided interests in any unsold DIP Non-Liquidation 

Funds Collateral identified in such written request (or as otherwise instructed by 

the Government DIP Lenders), subject to the Government DIP Lenders' 

satisfaction of any applicable transfer Taxes or fees associated with the transfer. 

Notwithstanding the foregoing, (A) the Daimler Proceeds may be transferred to 

the Government DIP Lenders under this paragraph only if the Class 3A Voting 

Condition is not satisfied and only at the instruction of a Government DIP 

Lender with respect to its Pro Rata share; and (B) nothing in this paragraph shall 

modify or affect the treatment of Class 3A Claims under Section II.B.6.a if the 

Class 3A Voting Condition is satisfied; 

iii. Any DIP Lender Car Proceeds shall be promptly and indefeasibly paid to the 

Government DIP Lenders on a Pro Rata basis by, as applicable, the Debtors or 

the Liquidation Trust, net of any applicable transfer Taxes; 

iv. If the Class 3A Voting Condition is satisfied, the Government DIP Lenders shall 

release their Liens on the Daimler Litigation to the Debtors' Estates or the 

Liquidation Trust, as applicable, and release their Liens and claims on the 

Daimler Proceeds on account of the DIP Credit Agreement and/or the DIP 

Financing Order; provided, however, that, if the Available Net Daimler Proceeds 

at the conclusion of the Daimler Litigation (whether through judgment or earlier 

resolution or termination) are less than the Minimum Distribution Threshold, the 

Government DIP Lenders' Lien will be released with respect to the Net Daimler 

Proceeds solely to permit such proceeds to be distributed to one or more 

Charitable Organizations, in which case the Liquidation Trustee shall provide 

notice to EDC of the identity of such Charitable Organizations at least 30 days 

prior to any distributions thereto. If the Class 3A Voting Condition is not 

satisfied, the Government DIP Lenders will inform the Liquidation Trustee 

whether they choose to pursue the Daimler Litigation consistent with 

Sections III.E.2 and IV.G.2.c and, if so, any Net Daimler Proceeds will be 

distributed to the Government DIP Lenders on a Pro Rata basis in accordance 

with the written instructions of each Government DIP Lender, subject to the 

First Lien Lenders' rights under Section II.B.2.g; 

v. Unless otherwise agreed by the Government DIP Lenders, any funds remaining 

in any Trust Accounts after such Trust Accounts are used for their designated 

purposes in accordance with the Plan and the DIP Lender Winddown Order shall 

be promptly and indefeasibly paid to the Government DIP Lenders on a 

Pro Rata basis; 

vi. After the Bankruptcy Court has entered an order closing the Debtors' Chapter 11 

Cases and the Liquidation Trust has been fully administered: (A) the 

Liquidation Trust shall indefeasibly pay any remaining unused Liquidation 

Funds in the Trust Accounts and any funds subject to the Government DIP 

Lenders' first priority Liens remaining in the Additional Proceeds Account to the 

Government DIP Lenders on a Pro Rata basis, unless otherwise agreed by the 
 -4- 

Government DIP Lenders; and (B) any remaining balance owed on account of 

the Allowed Claims of the Government DIP Lenders shall be deemed satisfied 

and extinguished; 

vii. Nothing herein shall affect any rights of each of the Government DIP Lenders to 

receive reimbursement or indemnification payments or any disclaimers of or 

exculpation from liability to the extent provided under the DIP Credit 

Agreement, the DIP Financing Order and/or the DIP Lender Winddown Order; 

viii. Nothing herein shall affect any rights of each of the Government DIP Lenders to 

provide further instructions to the Debtors or the Liquidation Trustee with 

respect to the method of transfer of its Pro Rata share of any DIP Collateral or 

any other proceeds or other payments to which it may be entitled under this 

Plan, all of which payments shall be indefeasibly paid to the applicable 

Government DIP Lender. For the avoidance of doubt, payments to be made 

promptly to the Government DIP Lenders hereunder shall be made within five 

Business Days unless otherwise agreed in writing by a Government DIP Lender 

with respect to its Pro Rata share; and 

ix. As of the Effective Date, the DIP Credit Agreement shall be deemed 

extinguished and of no further force and effect as against the Debtors or any 

affiliate of the Debtors, provided that the rights of the Government DIP Lenders 

under the DIP Credit Agreement shall be enforceable against the Liquidation 

Trust only as and to the extent set forth the Plan and in the DIP Lender 

Winddown Order. 

d. Bar Dates for Administrative Priority Claims 

i. General Bar Date Provisions 

Except as otherwise provided in Section II.A.1.d.ii or II.A.1.d.iii or in a Bar Date Order or other 

order of the Bankruptcy Court, unless previously Filed or Allowed pursuant hereto, each holder of an Administrative 

Claim must File a request for payment of such Administrative Claim and serve such request on the Notice Parties 

pursuant to the procedures specified in the Confirmation Order and the notice of entry of the Confirmation Order, no 

later than 30 days after the Effective Date. Holders of Administrative Claims that are required to File and serve a 

request for payment of such Administrative Claim and that do not File and serve such a request by the applicable 

Bar Date shall be forever barred from asserting such Administrative Claims against the Debtors, the Liquidation 

Trust or the Liquidation Trustee, or their respective property, and such Administrative Claims shall be deemed 

waived and released as of the Effective Date. Objections to such requests must be Filed by the Liquidation Trust 

and served on the Notice Parties and the requesting party by the latest of (A) 150 days after the Effective Date, 

(B) 60 days after the Filing of the applicable request for payment of Administrative Claims or (C) such other period 

of limitation as may be specifically established by a Final Order for objecting to such Administrative Claims. For 

the avoidance of doubt, nothing herein modifies any requirement to File any Administrative Priority Claims as set 

forth in the General Bar Date Order by the applicable Bar Date, and any holder of such an Administrative Priority 

Claim that failed to comply with the requirements of the General Bar Date Order or section 546(c) of the 

Bankruptcy Code shall be forever barred from asserting such Administrative Priority Claims against the Debtors, the 

Liquidation Trust or the Liquidation Trustee, or their respective property, and such Administrative Priority Claims 

shall be deemed waived and released. 

ii. Bar Dates for Professionals' Fee Claims 

Professionals or other Entities other than Ordinary Course Professionals asserting a Fee Claim for 

services rendered or expenses incurred before the Effective Date must File and serve on the Notice Parties, and such 

other Entities who are designated by the Bankruptcy Rules, the Interim Compensation Order, the Confirmation 

Order or other order of the Bankruptcy Court, an application for final allowance of such Fee Claim no later than 

60 days after the Effective Date; provided, however, that any Ordinary Course Professional (a) must submit a Final 
 -5- 

OCP Statement no later than 30 days after the Effective Date and (b) may continue to receive payment of 

compensation and reimbursement of expenses for services rendered to the Debtors without further Bankruptcy Court 

review or approval (except as provided in the Ordinary Course Professionals Order). Objections to any Fee Claim 

must be Filed and served on the Notice Parties and the requesting party by the latest of (a) 90 days after the 

Effective Date, (b) 30 days after the Filing of the applicable request for payment of the Fee Claim or (c) such other 

period of limitation as may be specifically determined by a Final Order for objecting to such Fee Claims. To the 

extent necessary, the Confirmation Order shall amend and supersede any previously entered order of the Bankruptcy 

Court regarding the payment of Fee Claims. For the avoidance of doubt, Contingency Fee Counsel need not file any 

Fee Claim for Contingency Fees earned after the Effective Date, and any such amounts shall be subject to the terms 

of the Plan and the Contingency Fee Counsel Agreement. 

iii. Administrative Tax Claims 

Notwithstanding anything in Section II.A.1.d.i or any other provision of the Plan, a governmental 

unit shall not be required to file and serve a request for payment of an Administrative Claim with respect to any 

administrative expense of the type described in section 503(b)(1)(B) or section 503(b)(1)(C) of the Bankruptcy Code 

as a condition to such amounts being an allowed administrative expense. 

2. Payment of Priority Tax Claims 

a. Priority Tax Claims 

Unless the holder of an Allowed Priority Tax Claim and the applicable Debtor or the Liquidation 

Trustee agree to a different treatment and subject to Section V.E.2, each holder of an Allowed Priority Tax Claim 

will receive, in full satisfaction of its Priority Tax Claim, Cash equal to the amount of such Allowed Priority Tax 

Claim from the applicable Trust Account or other available funds as soon as practicable after the later of either 

(i) the Effective Date or (ii) if the Priority Tax Claim is not allowed as of the Effective Date, 30 days after the date 

on which an order allowing such Priority Tax Claim becomes a Final Order or a Stipulation of Amount and Nature 

of Claim is executed by the Liquidation Trust and the holder of such Priority Tax Claim. 

b. Other Provisions Concerning Treatment of Priority Tax Claims 

Notwithstanding the provisions of Section II.A.2.a, the holder of an Allowed Priority Tax Claim 

shall not be entitled to receive any payment on account of any penalty arising with respect to or in connection with 

the Allowed Priority Tax Claim. Any Claim or demand for any such penalty shall be subject to treatment in 

Class 3A, if not subordinated to Class 3A Claims pursuant to an order of the Bankruptcy Court. The holder of an 

Allowed Priority Tax Claim shall not assess or attempt to collect such penalty from the Debtors, the Liquidation 

Trust or the Liquidation Trustee, or their respective property, including, without limitation, the Liquidation 

Accounts (other than pursuant to its rights as a holder of an Allowed Class 3A Claim). 

B. Classified Claims and Interests 

1. Priority Claims (Class 1 Claims) are unimpaired. Unless the holder of an Allowed Priority 

Claim and the applicable Debtor or the Liquidation Trustee agree to a different treatment, each holder of an Allowed 

Claim in Class 1 will receive, in full satisfaction of its Allowed Priority Claim, Cash equal to the amount of such 

Allowed Claim from the applicable Liquidation Account or other available funds as soon as practicable after the 

later of (a) the Effective Date and (b) the date on which the Priority Claim becomes an Allowed Claim. 

2. First Lien Secured Claims (Class 2A Claims) are impaired. Unless otherwise agreed by the 

First Lien Agent, including in the First Lien Winddown Order, and the applicable Debtor or the Liquidation Trustee, 

the holders of Allowed First Lien Secured Claims in Class 2A, will receive the following treatment on account of 

such Allowed Claims: 

a. On the Effective Date, the First Lien Trust Assets, all other First Lien Collateral that the 

First Lien Agent has not otherwise designated as a First Lien Foreclosed Asset or a First 

Lien Excluded Asset as of the Effective Date (if any) and the First Lien Reserve shall be 
 -6- 

transferred to the Liquidation Trust pursuant to Section IV.B.3 and subject to the Liens of 

the First Lien Lenders. The Liquidation Trust shall succeed to the rights and obligations 

of the Debtors with respect to the First Lien Trust Assets and the First Lien Reserve 

pursuant to the First Lien Winddown Order; provided that the Company Cars shall be 

transferred to the Liquidation Trust subject to treatment in accordance with the 

Winddown Orders; 

b. Subject to Section II.B.2.f, from and after the Effective Date and during the Covered 

Period, the Liquidation Trust will administer the First Lien Trust Assets and the First 

Lien Reserve for the benefit of the First Lien Lenders in accordance with the terms of the 

Plan and the First Lien Winddown Order, including paragraph 4 thereof with respect to 

the First Lien Reserve; provided that the Covered Period established in the First Lien 

Winddown Order is extended for the additional period commencing on the Effective Date 

and ending on the earliest of (i) September 30, 2010 or such later date as may be agreed 

upon by the Liquidation Trustee and the First Lien Agent (which in either case shall be 

treated as the Outside Termination Date hereunder), (ii) the first date that none of the 

First Lien Collateral remains in the Liquidation Trust or (iii) such other date as may be 

agreed upon from time to time by the Liquidation Trustee and the First Lien Agent; 

c. Any net proceeds from the sale of First Lien Trust Assets (other than Company Cars), 

after the payment of Covered Costs and subject to the funding requirements of the First 

Lien Reserve, shall be transferred to the First Lien Agent on behalf of the holders of 

Allowed First Lien Secured Claims consistent with paragraph 16 of the First Lien 

Winddown Order as promptly as practicable and in any case no later than five Business 

Days after the receipt of such proceeds; 

d. The First Lien Car Proceeds, if any, net of any Covered Costs, shall promptly be 

indefeasibly paid by the Liquidation Trust to the First Lien Agent in accordance with the 

First Lien Winddown Order; 

e. The Covered Costs incurred by the Liquidation Trust in connection with the liquidation 

or other disposition of First Lien Trust Assets shall be funded solely from the First Lien 

Reserve in accordance with the First Lien Winddown Order; provided that the treatment 

of Covered Costs with respect to the Company Cars shall be subject to treatment 

consistent with paragraph 15 of the First Lien Winddown Order. 

f. At any time on two Business Days written notice to the Liquidation Trust, the First Lien 

Agent may redesignate a First Lien Trust Asset, subject to the First Lien Winddown 

Order, as either: 

i. a First Lien Foreclosed Asset, and such asset shall be immediately treated as a 

First Lien Foreclosed Asset and promptly transferred to the Collateral Trustee 

by consensual foreclosure, deed in lieu or similar mechanism and in accordance 

with the First Lien Winddown Order, provided that the Company Cars cannot be 

treated as First Lien Foreclosed Assets unless upon express written agreement of 

the Government DIP Lenders; or 

ii. a First Lien Excluded Asset, whereafter such asset shall become a First Lien 

Excluded Asset at the conclusion of the Abandonment Period; 

g. The Daimler Fund shall be transferred to the Liquidation Trust. If the Class 3A Voting 

Condition is satisfied, (i) the Cash in the Daimler Fund funded by the First Lien Daimler 

Contribution shall continue to be used to pay the Daimler Litigation Costs; and 

(ii) promptly after the conclusion of the Daimler Litigation, the receipt of the Daimler 

Proceeds, if any, by the Liquidation Trust and the payment of the Daimler Litigation 

Costs, the First Lien Agent shall receive the First Lien Daimler Fund Balance, if any. 
 -7- 

If the Class 3A Voting Condition is not satisfied, after payment of all outstanding 

Daimler Litigation Costs, the First Lien Daimler Fund Balance (calculated as of the 

Confirmation Date) will be promptly and indefeasibly paid to the First Lien Agent on 

behalf of the holders of Allowed First Lien Secured Claims; provided, however, that, if 

any Daimler Proceeds subsequently are recovered on account of the Daimler Litigation 

but no distributions are made to holders of Allowed Class 3A Claims because the 

Class 3A Voting Condition is not satisfied, an amount equal to the difference between the 

First Lien Daimler Fund Balance paid hereunder and the First Lien Daimler Contribution 

will be promptly and indefeasibly paid from the Daimler Proceeds to the First Lien Agent 

on behalf of the holders of Allowed First Lien Secured Claims; 

h. After the end of the Covered Period: (i) any remaining amounts in the First Lien Reserve 

(net of any unpaid Covered Costs) shall be indefeasibly paid to the First Lien Agent on 

behalf of the holders of Allowed First Lien Secured Claims; and (ii) any remaining First 

Lien Trust Assets shall become First Lien Excluded Assets. The Liquidation Trustee will 

notify the First Lien Agent in writing by the 60th day after the end of the Covered Period 

of any Covered Costs that have been incurred but not yet paid; and 

i. To the extent not otherwise provided in the Plan, the other terms of the First Lien 

Winddown Order shall continue to govern the treatment of the First Lien Collateral and 

the rights and obligations of the Liquidation Trust (as successor in interest to the Debtors) 

and the First Lien Agent, the Collateral Trustee and the First Lien Lenders. 

3. TARP Financing Secured Claims (Class 2B Claims) are impaired. As of the Effective Date, 

the value of the TARP Financing Secured Claims is established to be, and such Claims are Allowed against the 

Debtors in the amount of, $0. No property will be distributed to or retained by the holders of Allowed Claims in 

Class 2B, and such Claims will be extinguished on the Effective Date. Each of the holders of an Allowed TARP 

Financing Secured Claim will be deemed to have rejected the Plan. Notwithstanding anything herein to the 

contrary, the holders of the TARP Financing Secured Claims shall not be prejudiced in any way from enforcing any 

rights with respect to the TARP Financing against any non-Debtor Entity for so long as the TARP Loan Agreement 

remains outstanding. 

4. Owners' Secured Claims (Class 2C Claims) are impaired. As of the Effective Date, the value 

of the Owners' Secured Claims is established to be, and such Claims are Allowed in the amount of, $0. No property 

will be distributed to or retained by the holders of Allowed Claims in Class 2C, and such Claims will be 

extinguished on the Effective Date; provided that, notwithstanding the foregoing (including the allowance of the 

Class 2C Claims in the amount of $0), the treatment of Claims in Class 2C shall not (a) impact the Daimler 

Deficiency Claim; or (b) modify, expand, limit or otherwise alter any right of setoff or recoupment of the holders of 

the Owners' Secured Claims as set forth in Sections III.E.4.a.i, III.E.5.f and V.K, or the rights of the Debtors or the 

Liquidation Trust to contest any alleged setoff or recoupment rights on any or all available grounds. Each of the 

holders of an Allowed Owners' Secured Claim will be deemed to have rejected the Plan. 

5. Other Secured Claims (Class 2D Claims) are unimpaired. On the Effective Date, unless 

otherwise agreed by a Claim holder and the applicable Debtor or the Liquidation Trustee, each holder of an Allowed 

Claim in Class 2D will receive the treatment on account of such Allowed Secured Claim in the manner set forth in 

Option A, B or C below, at the election of the applicable Debtor. The applicable Debtor will be deemed to have 

elected Option B except with respect to (a) any Allowed Other Secured Claim as to which the applicable Debtor 

elects either Option A or Option C in one or more certifications Filed prior to the conclusion of the Confirmation 

Hearing; and (b) any Secured Claim relating to real or personal property not transferred to the Liquidation Trust, 

with respect to which the applicable Debtor will be deemed to have elected Option A. 

Option A: On the Effective Date, subject to Section V.E.2, a holder of an Allowed Claim in Class 2D with 

respect to which the applicable Debtor elects or is deemed to have elected Option A will receive Cash from 

the applicable Liquidation Account equal to the amount of such Allowed Claim. 
 -8- 

Option B: On the Effective Date, a holder of an Allowed Claim in Class 2D with respect to which the 

applicable Debtor elects or is deemed to have elected Option B will retain its Liens on the underlying 

collateral and, if and when such collateral is sold, will be paid within 20 Business Days of the sale of the 

collateral from the net proceeds thereof or the collateral will be transferred subject to the applicable Liens. 

Option C: On the Effective Date, a holder of an Allowed Claim in Class 2D with respect to which the 

applicable Debtor elects Option C will be entitled to receive (and the applicable Debtor or Liquidation 

Trust will release and transfer to such holder) the collateral securing such Allowed Claim. 

Unless otherwise ordered by the Bankruptcy Court, each Allowed Claim in Class 2D will be considered to 

be in a separate subclass within Class 2D, and each such subclass will be deemed to be a separate Class for purposes 

of the Plan. To the extent that any holder of an Allowed Claim in Class 2D asserts in a timely objection to 

Confirmation of the Plan that its Claim is impaired by the Plan, such subclass will be deemed to have rejected the 

Plan and the Debtors will seek to confirm the Plan over such rejection pursuant to section 1129(b) of the Bankruptcy 

Code. 

Notwithstanding either the foregoing or Section X.A.207, the holder of an Allowed Secured Tax Claim in 

Class 2D will not be entitled to receive any payment on account of any penalty arising with respect to or in 

connection with such Allowed Secured Tax Claim. Any Claim or demand for any such penalty will be subject to 

treatment in Class 3A, if not subordinated to Class 3A Claims pursuant to an order of the Bankruptcy Court. 

The holder of an Allowed Secured Tax Claim will not assess or attempt to collect such penalty from the Debtors, the 

Liquidation Trust or their respective property (other than as a holder of a Class 3A Claim). 

Notwithstanding the foregoing, if an Allowed Class 2D Claim is secured by a valid right of setoff, such 

Claim may be satisfied by the exercise of such setoff right, to the extent permitted under the Bankruptcy Code. 

6. General Unsecured Claims (Class 3A Claims) are impaired. 

a. If the holders of Claims in Class 3A vote in a sufficient number to cause the Claims in 

Class 3A to accept the Plan and Class 2A has voted to accept the Plan, each holder of an Allowed Claim in Class 3A 

will receive, in full satisfaction of its Allowed Claim, as part of the settlement and compromise embodied in the 

Plan, a Pro Rata share of the Available Net Daimler Proceeds on deposit from time to time in the Additional 

Proceeds Account, provided that the Available Net Daimler Proceeds exceed the Minimum Distribution Threshold. 

Notwithstanding the foregoing, the holders of the TARP Financing Deficiency Claim waive any rights to 

distributions from the Available Net Daimler Proceeds on account of such Claim, and EDC waives any rights to 

distributions from the Available Net Daimler Proceeds on account of its General Unsecured Claims. 

b. If Class 3A and/or Class 2A rejects the Plan, no property will be distributed to or retained 

by the holders of Allowed Claims in Class 3A, and such Claims will be extinguished on the Effective Date. 

7. Intercompany Claims (Class 3B Claims) are impaired. No property will be distributed to or 

retained by the holders of Allowed Claims in Class 3B, and such Claims will be extinguished on the Effective Date, 

subject to the Restructuring Transactions. Notwithstanding this treatment of Class 3B Claims, each of the holders of 

an Intercompany Claim will be deemed to have accepted the Plan. 

8. Equity Interests of Old Carco (Class 4A Interests) are impaired. No property will be 

distributed to or retained by the holders of Old Carco Equity Interests in Class 4A, and such Equity Interests will be 

canceled on the Effective Date. Each of the holders of Old Carco Equity Interests in Class 4A will be deemed to 

have rejected the Plan. 

9. Subsidiary Debtor Equity Interests (Class 4B Interests) are unimpaired. On the Effective 

Date, the Subsidiary Debtor Equity Interests will be Reinstated, subject to the Restructuring Transactions. 
 -9- 

C. Special Provision Regarding the Treatment of Allowed Secondary Liability Claims; 

Maximum Recovery 

1. The classification and treatment of Allowed Claims under the Plan take into consideration all 

Allowed Secondary Liability Claims, and no distributions in respect of any Secondary Liability Claims will be 

made. For avoidance of doubt, if an Entity asserts a group of identical Claims for the same liability against multiple 

Debtors, such Entity will be entitled to a single Claim and a single distribution on account of the non-duplicative 

amount that is Allowed on account of such liability. 

2. Notwithstanding any provision hereof to the contrary, a creditor holding multiple Allowed Claims 

against more than one Debtor that do not constitute Secondary Liability Claims and that arise from the contractual 

joint, joint and several or several liability of such Debtors, the guaranty by any one Debtor of another Debtor's 

obligation or other similar circumstances, may not receive in the aggregate from all of the Debtors more than 100% 

of the amount of the underlying Claim giving rise to the multiple Claims. 

D. Confirmation Without Acceptance by All Impaired Classes 

The Debtors request Confirmation under section 1129(b) of the Bankruptcy Code with respect to 

any impaired Class that has not accepted or is deemed not to have accepted the Plan pursuant to section 1126 of the 

Bankruptcy Code. 

E. Treatment of Executory Contracts or Unexpired Leases 

1. Rejection of Executory Contracts and Unexpired Leases 

On the Effective Date, each Executory Contract or Unexpired Lease entered into by a Debtor prior 

to the Petition Date that has not previously expired or terminated pursuant to its own terms shall be rejected pursuant 

to section 365 of the Bankruptcy Code, with the exception of any Executory Contract or Unexpired Lease that 

(a) was previously assumed, assumed and assigned or rejected by an order of the Bankruptcy Court or (b) is listed on 

Plan Exhibit II.E.2. The Confirmation Order shall constitute an order of the Bankruptcy Court approving such 

rejections pursuant to section 365 of the Bankruptcy Code, as of the Confirmation Date. 

2. Assumption and Assignment of Executory Contracts and Unexpired Leases 

a. On the Effective Date, each Executory Contract or Unexpired Lease entered into by a 

Debtor that is listed on Plan Exhibit II.E.2, and that has not previously expired or terminated pursuant to its own 

terms, will be assumed by the Debtors and assigned to the Liquidation Trust pursuant to section 365 of the 

Bankruptcy Code. Each Executory Contract or Unexpired Lease listed on Plan Exhibit II.E.2 will include any 

modifications, amendments, supplements, restatements or other agreements made directly or indirectly by any 

agreement, instrument or other document that in any manner affects such contract or agreement, irrespective of 

whether such agreement, instrument or other document is listed on Plan Exhibit II.E.2. 

b. Listing a contract or agreement on Plan Exhibit II.E.2 shall not constitute an admission 

by a Debtor or the Liquidation Trust that such agreement is an Executory Contract or Unexpired Lease or that a 

Debtor or the Liquidation Trust has any liability thereunder. The Debtors may amend Plan Exhibit II.E.2 at any 

time prior to the Effective Date. 

3. Approval of Rejections and Assumptions and Assignments 

The Confirmation Order will constitute an order of the Bankruptcy Court approving, pursuant to 

section 365 of the Bankruptcy Code, as applicable, (a) the rejection of each Executory Contract or Unexpired Lease 

as set forth in Section II.E.1, as of the Confirmation Date; or (b) the assumption and assignment of each Executory 

Contract or Unexpired Lease set forth in Section II.E.2, as of and conditioned on the occurrence of the Effective 

Date. 
 -10- 

4. Payments Related to Assumption of Executory Contracts or Unexpired Leases 

To the extent that such Claims constitute monetary defaults, the Cure Amount Claims associated 

with each Executory Contract or Unexpired Lease to be assumed pursuant to the Plan will be satisfied, pursuant to 

section 365(b)(1) of the Bankruptcy Code, at the option of the Debtors or the Liquidation Trust, as applicable, (a) by 

payment of the Cure Amount Claim in Cash on the Effective Date or (b) on such other terms as are agreed to by the 

parties to such Executory Contract or Unexpired Lease. If there is a dispute regarding (a) the amount of any Cure 

Amount Claim, (b) the ability of the Liquidation Trust to provide "adequate assurance of future performance" 

(within the meaning of section 365 of the Bankruptcy Code) under the Executory Contract or Unexpired Lease to be 

assumed or (c) any other matter pertaining to the assumption of such contract or lease, the payment of any Cure 

Amount Claim required by section 365(b)(1) of the Bankruptcy Code will be made within 30 days following the 

entry of a Final Order or the execution of a Stipulation of Amount and Nature of Claim resolving the dispute and 

approving the assumption. 

5. Bar Date for Rejection Damages 

Except as otherwise provided in a Final Order of the Bankruptcy Court approving the rejection of 

an Executory Contract or Unexpired Lease, if the rejection of an Executory Contract or Unexpired Lease pursuant to 

Section II.E.1 gives rise to a Claim by the other party or parties to such Executory Contract or Unexpired Lease, 

such Claim shall be forever barred and shall not be enforceable against the Debtors, their Estates, the Liquidation 

Trust, the Liquidation Trustee or any of their respective Assets or property, including the Liquidation Accounts and 

other Liquidation Trust Assets, unless a proof of Claim or request for payment of Administrative Claim is Filed and 

served on the Liquidation Trust, pursuant to the procedures specified in the Confirmation Order and the notice of the 

entry of the Confirmation Order or another order of the Bankruptcy Court, no later than 30 days after the Effective 

Date, in which case such proof of Claim or request for payment of Administrative Claim shall be subject to 

treatment hereunder. 

6. Executory Contract and Unexpired Lease Notice Provisions 

In accordance with the Contract Procedures Order, the Debtors or the Liquidation Trustee, as 

applicable, will provide: 

a. notice to each party whose Executory Contract or Unexpired Lease is being assumed and 

assigned pursuant to the Plan of (i) the contract or lease being assumed, (ii) the Cure 

Amount Claim, if any, that the applicable Debtor believes it would be obligated to pay in 

connection with such assumption, (iii) any assignment of an Executory Contract or 

Unexpired Lease (pursuant to the Restructuring Transactions or otherwise) and (iv) the 

procedures for parties to object to the assumption of the applicable Executory Contract or 

Unexpired Lease, the amount of the proposed Cure Amount Claim or any assignment of 

an Executory Contract or Unexpired Lease; 

b. notice of any amendments to Plan Exhibit II.E.2; 

c. general notice that Executory Contracts and Unexpired Leases not otherwise assumed or 

assumed and assigned in the Chapter 11 Cases or listed on Plan Exhibit II.E.2 will be 

rejected pursuant to the Plan, which may be included in the notice of Confirmation; and 

d. any other information relating to the assumption and assignment, or rejection, of 

Executory Contracts or Unexpired Leases required or permitted under the Plan or the 

Contract Procedures Order. 
 -11- 

ARTICLE III. 

CONFIRMATION OF THE PLAN 

A. Conditions Precedent to Confirmation 

Confirmation shall not occur, and the Confirmation Order shall not be entered, unless and until the 

following conditions have been satisfied or duly waived pursuant to Section III.C: 

1. The Confirmation Order will be reasonably acceptable in form and substance to (a) the Debtors, 

(b) the First Lien Agent, (c) each of the Government DIP Lenders and (d) the Creditors' Committee and, if not 

previously approved, will include the approval of the consolidation of the Debtors as contemplated by Article VII; 

2. The Plan will not have been materially amended, altered or modified from the Plan as Filed on 

January 22, 2010 (as modified on April 13, 2010), unless such material amendment, alteration or modification has 

been made in accordance with Section IX.A. 

3. All Plan Exhibits are in form and substance reasonably satisfactory to (a) the Debtors, (b) the First 

Lien Agent, (c) each of the Government DIP Lenders and (d) the Creditors' Committee. 

B. Conditions Precedent to Effective Date 

The Effective Date will not occur, and the Plan will not be consummated, unless and until the 

following conditions have been satisfied or duly waived pursuant to Section III.C: 

1. The Confirmation Order has been entered by April 30, 2010. 

2. The Confirmation Order has not been reversed, stayed, modified or amended, and has become a 

Final Order. 

3. The Liquidation Trust Agreement and the Litigation Manager Agreement have been executed. 

4. The Restructuring Transactions in Section IV.B.1 have been consummated, to the extent that they 

are to occur as of the Effective Date pursuant to Plan Exhibit X.A.189. 

5. The Plan (including all Plan Exhibits) has not been materially amended, altered or modified from 

the Plan as confirmed by the Confirmation Order, unless such material amendment, alteration or modification has 

been made in accordance with Section IX.A. 

C. Waiver of Conditions Precedent to the Confirmation or Effective Date 

The condition precedent to the Effective Date set forth in Section III.B.4 may be waived in whole 

or in part at any time by the Debtors, without an order of the Bankruptcy Court, after three Business Days' notice of 

such proposed waiver to the Government DIP Lenders, the First Lien Agent and the Creditors' Committee. The 

condition precedent to Confirmation set forth in Section III.A.2 and the condition precedent to the Effective Date set 

forth in Section III.B.5 may be waived, without further order of the Bankruptcy Court, upon the agreement of the 

Debtors, the Government DIP Lenders, the First Lien Agent and the Creditors' Committee. The condition precedent 

to the Effective Date set forth in Section III.B.1 may be waived, without further order of the Bankruptcy Court, upon 

the agreement of the Debtors and the Government DIP Lenders. 

D. Effect of Nonoccurrence of Conditions Precedent to the Effective Date 

If each of the conditions precedent to the Effective Date is not satisfied or duly waived in 

accordance with Section III.C, then upon motion by the Debtors made before the time that each of such conditions 

has been satisfied or duly waived and upon notice to such parties in interest as the Bankruptcy Court may direct, the 

Confirmation Order will be vacated by the Bankruptcy Court; provided, however, that, notwithstanding the Filing of 

such motion, the Confirmation Order may not be vacated if each of the conditions to the Effective Date either is 
 -12- 

satisfied or duly waived before the Bankruptcy Court enters an order granting such motion. If the Confirmation 

Order is vacated pursuant to this Section III.D: (1) the Plan will be null and void in all respects, including with 

respect to the release of Claims and termination of Interests; and (2) nothing contained in the Plan will (a) constitute 

a waiver or release of any Claims by or against, or any Interest in, any Debtor or (b) prejudice in any manner the 

rights of the Debtors or any other party in interest; provided, however, that the rejection of Executory Contracts or 

Unexpired Leases pursuant to Section II.E will survive any vacation of the Confirmation Order by the Bankruptcy 

Court. 

E. Effect of Confirmation of the Plan 

1. Preservation of Rights of Action by the Debtors and the Liquidation Trust; Recovery 

Actions other than the Daimler Litigation 

Except as otherwise provided in the Plan or in any contract, instrument, release or other agreement 

entered into or delivered in connection with the Plan, in accordance with section 1123(b) of the Bankruptcy Code, 

the Liquidation Trust shall retain and the Liquidation Trustee may enforce any claims, demands, rights, defenses and 

Causes of Action that any Debtor or any Estate may hold against any Entity, including any Recovery Actions other 

than the Daimler Litigation to the extent not expressly released hereunder or by Final Order of the Bankruptcy Court. 

The Liquidation Trustee may pursue such retained claims, demands, rights or Causes of Action, including any 

Recovery Actions other than the Daimler Litigation, as appropriate, in accordance with the best interests of the 

Estates, and all such retained claims, demands, rights or Causes of Action (or proceeds thereof) shall constitute part 

of the Liquidation Trust Assets. The Liquidation Trustee shall pursue the foregoing actions only (a) at the direction 

of both of the Government DIP Lenders with respect to any actions that constitute DIP Collateral and (b) at the 

direction of the First Lien Agent for any actions that constitute First Lien Collateral. Any recovery of Cash by the 

Liquidation Trust on account of such actions shall be (a) promptly and indefeasibly paid to the Government DIP 

Lenders on a Pro Rata basis to the extent that the recovery constitutes DIP Collateral or (b) indefeasibly paid to the 

First Lien Agent on behalf of the First Lien Lenders to the extent that the recovery constitutes First Lien Collateral. 

Notwithstanding the foregoing, the Daimler Litigation and any Daimler Proceeds arising therefrom shall be subject 

to the treatment set forth in Section III.E.2. The Liquidation Trustee may continue to analyze potential Causes of 

Action in consultation with the First Lien Agent and the Government DIP Lenders, as appropriate, to determine 

whether the pursuit of these actions would be beneficial. In addition to the Daimler Litigation, the Causes of Action 

retained by the Liquidation Trust include, without limitation, any Causes of Action that any Debtor or any Estate 

may have against: (a) Electronic Data Systems, LLC d/b/a HP Enterprise Services (f/k/a Electronic Data Systems 

Corporation), EDS Information Systems L.L.C., EDS Canada Corp. (f/k/a EDS Canada, Inc.), AT Kearny, Inc. and 

any of their predecessors or successors in interest, subsidiaries and Affiliates; (b) Wilhelm Karmann GMBH and any 

of its predecessors or successors in interest, subsidiaries and Affiliates; (c) Eisenmann Corp. and any of its 

predecessors or successors in interest, subsidiaries and Affiliates; and (d) Getrag Transmission Manufacturing LLC, 

Getrag International GmbH, Getrag Getriebe- und Zahnradfabrik Hermann Hagenmeyer GmbH & Cie KG and any 

of their predecessors or successors in interest, subsidiaries and Affiliates. 

2. Preservation and Treatment of Daimler Litigation 

On the Effective Date, the Daimler Litigation shall be assigned to the Liquidation Trust and the 

Liquidation Trust shall succeed to the interests of the Estates in the Daimler Litigation and shall be substituted as the 

plaintiff in the Daimler Litigation as set forth in Section IV.B.3. Subject to Sections IV.G.2 and IV.H.2, from and 

after the Effective Date, (a) if the Class 3A Voting Condition is satisfied, the Litigation Manager, on behalf of the 

Liquidation Trust, will prosecute to conclusion or settle the Daimler Litigation; or (b) if the Class 3A Voting 

Condition is not satisfied, the Liquidation Trustee will manage the Daimler Litigation at the direction of both of the 

Government DIP Lenders. Any Daimler Proceeds shall be subject to the treatment hereunder, including 

Sections II.A.1.c, II.B.6 and IV.G. 

3. Comprehensive Settlement of Claims and Controversies 

Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits 

provided under the Plan, the provisions of the Plan shall constitute a good faith compromise and settlement of all 

claims or controversies relating to the rights that a holder of a Claim may have with respect to any Allowed Claim or 
 -13- 

any distribution to be made pursuant to the Plan on account of any Allowed Claim. The entry of the Confirmation 

Order shall constitute the Bankruptcy Court's approval, as of the Effective Date, of the compromise or settlement of 

all such claims or controversies and the Bankruptcy Court's finding that all such compromises or settlements are in 

the best interests of the Debtors, their Estates, their respective property and Claim holders and are fair, equitable and 

reasonable. 

4. Injunction 

On the Effective Date, except as otherwise provided herein or in the Confirmation Order: 

a. All Persons who have been, are or may be holders of Claims against or Interests in a 

Debtor shall be enjoined from taking any of the following actions against or affecting a 

Debtor, its Estate, the Liquidation Trust, the Liquidation Trustee or the Litigation 

Manager, or the respective Assets or property of the foregoing, including the Liquidation 

Trust Assets, with respect to such Claims or Interests (other than actions brought to 

enforce any rights or obligations under the Plan, the Winddown Orders and appeals, if 

any, from the Confirmation Order): 

i. commencing, conducting or continuing in any manner, directly or indirectly, any 

suit, action or other proceeding of any kind against a Debtor, its Estate, the 

Liquidation Trust, the Liquidation Trustee or the Litigation Manager, or the 

respective Assets or property of the foregoing, including the Liquidation Trust 

Assets; provided that, with respect to any suit, action or other proceeding 

pursued by the Liquidation Trust, nothing herein shall limit any adverse party 

involved in such suit, action or other proceeding from asserting or pursuing in 

such suit, action or other proceeding (A) all arguments in or objections or 

defenses to such suit, action or other proceeding and (B) all claims and 

counterclaims that relate in any way to the facts, circumstances, transactions or 

occurrences that are the subject of such suit, action or other proceeding (each 

referred to as a "Related Claim"), to the extent such Related Claims have not 

been released, or are otherwise prohibited, by the Plan, and provided further

that, notwithstanding anything herein to the contrary, any Claims that are 

Related Claims asserted by any adverse party in any suit, action or other 

proceeding pursued by the Liquidation Trust (Y) may be, to the extent permitted 

by applicable law, asserted defensively in such suit, action or other proceeding, 

including, without limitation, for purposes of setoff, recoupment, reduction of 

damages or otherwise, without limitation hereunder; and (Z) may be, to the 

extent permitted by applicable law, liquidated in such suit, action or other 

proceeding and Allowed, subject to receiving the treatment provided to such 

Claims under the Plan and subject to the rights of the Debtors and the 

Liquidation Trust to contest such assertions, arguments, objections, defenses 

and/or claims on any grounds; 

ii. enforcing, levying, attaching, collecting or otherwise recovering by any manner 

or means, directly or indirectly, any judgment, award, decree or order against a 

Debtor, its Estate, the Liquidation Trust, the Liquidation Trustee or the 

Litigation Manager, or the respective Assets or property of the foregoing, 

including the Liquidation Trust Assets; 

iii. creating, perfecting or otherwise enforcing in any manner, directly or indirectly, 

any Lien against a Debtor, its Estate, the Liquidation Trust, the Liquidation 

Trustee or the Litigation Manager, or the respective Assets or property of the 

foregoing, including the Liquidation Trust Assets, other than as contemplated by 

the Plan; 
 -14- 

iv. except as provided herein, asserting any setoff, right of subrogation or 

recoupment of any kind, directly or indirectly, against any obligation due a 

Debtor, its Estate, the Liquidation Trust, the Liquidation Trustee or the 

Litigation Manager, or the respective Assets or property of the foregoing, 

including the Liquidation Trust Assets; and 

v. proceeding in any manner in any place whatsoever that does not conform to or 

comply with the provisions of the Plan or the settlements set forth herein to the 

extent such settlements have been approved by the Bankruptcy Court in 

connection with Confirmation of the Plan. 

b. All Persons that have held, currently hold or may hold any Liabilities released or 

exculpated pursuant to Sections III.E.5 and III.E.6, respectively, shall be permanently 

enjoined from taking any of the following actions against any Released Party or its 

property on account of such released Liabilities: (i) commencing, conducting or 

continuing in any manner, directly or indirectly, any suit, action or other proceeding of 

any kind; (ii) enforcing, levying, attaching, collecting or otherwise recovering by any 

manner or means, directly or indirectly, any judgment, award, decree or order; 

(iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any 

Lien; (iv) except as provided herein, asserting any setoff, right of subrogation or 

recoupment of any kind, directly or indirectly, against any obligation due to a Released 

Party; and (v) commencing or continuing any action, in any manner, in any place that 

does not comply with or is inconsistent with the provisions of the Plan. 

c. By accepting distributions pursuant to the Plan, each holder of an Allowed Claim 

receiving distributions pursuant to the Plan shall be deemed to have specifically 

consented to the injunctions set forth in this Section III.E.4. 

5. Releases 

a. General Releases by the Debtors and the Liquidation Trust 

Without limiting any other applicable provisions of, or releases contained in, the Plan, as of the 

Effective Date, the Debtors, the Liquidation Trustee on behalf of the Liquidation Trust, the Litigation Manager, the 

Estates and their respective Debtor and non-Debtor successors, assigns and any and all Entities who may purport to 

claim by, through, for or because of them, shall forever release, waive and discharge all Liabilities and Claims that 

they have, had or may have against any Released Party; provided, however, that the foregoing provisions shall not 

affect (i) any rights to enforce the Plan, the Liquidation Trust Agreement, the Litigation Manager Agreement, the 

Winddown Budget, the Winddown Orders or the other contracts, instruments, releases, agreements or documents to 

be, or previously, entered into or delivered in connection with the Plan or the Sale Order; (ii) any objections by the 

Debtors or the Liquidation Trust to Claims or Interests filed by any Person or Entity against any Debtor and/or the 

Estates, including rights of setoff, refund or other adjustments, provided, however, that the Debtors and the 

Liquidation Trust shall have no further right to object to or challenge the Liens of the Government DIP Lenders and 

the lender under the TARP Loan Agreement; (iii) claims for Tax refunds or adjustments; or (iv) the claims and 

Causes of Action referenced in Section III.E.5.f. 

b. General Releases by Holders of Claims or Interests 

Without limiting any other applicable provisions of, or releases contained in, the Plan, and subject 

to Sections III.E.5.c and III.E.5.d, as of the Effective Date, in consideration for the obligations of the Debtors, the 

Liquidation Trust, the Liquidation Trustee or the Litigation Manager under the Plan and the consideration and other 

contracts, instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan, 

each holder of a Claim or Interest who votes in favor of the Plan, to the fullest extent permissible under applicable 

law, shall be deemed to forever release, waive and discharge all Liabilities in any way relating to a Debtor, the 

Chapter 11 Cases, the Estates, the Plan, the Plan Exhibits or the Disclosure Statement that such Entity has, had or 

may have against any Released Party (but excluding, and not releasing, any right to enforce the obligations of 
 -15- 

Released Parties under the Plan, the Liquidation Trust Agreement, the Litigation Manager Agreement, the 

Winddown Budget, the Winddown Orders and the other contracts, instruments, releases, agreements or documents 

to be entered into or delivered in connection with the Plan or the Sale Order); provided that, for the avoidance of 

doubt, the foregoing provision shall not affect any of the claims and causes of action referenced in Section III.E.5.f. 

c. Release of Released Parties by Other Released Parties 

From and after the Effective Date, to the fullest extent permitted by applicable law, and subject to 

Section III.E.5.d, the Released Parties shall release each other from any and all Liabilities that any Released Party is 

entitled to assert against any other Released Party in any way relating to any Debtor; the Liquidation Trust; the 

Chapter 11 Cases; the Estates; the formulation, preparation, negotiation, dissemination, implementation, 

administration, confirmation or consummation of any of the Plan, or the property to be distributed under the Plan; 

the Plan Exhibits; the Disclosure Statement; any contract, employee pension or other benefit plan, instrument, 

release or other agreement or document related to any Debtor, the Chapter 11 Cases or the Estates that was created, 

modified, amended, terminated or entered into in connection with either the Plan or any agreement between the 

Debtors and any Released Party; or any other act taken or omitted to be taken in connection with the Debtors' 

bankruptcy; provided, however, that the foregoing provisions shall not affect (i) the liability of any Released Party 

that otherwise would result from any act or omission to the extent that act or omission is determined in a Final Order 

to have constituted gross negligence or willful misconduct; (ii) any rights to enforce the Plan, the Liquidation Trust 

Agreement, the Litigation Manager Agreement, the Winddown Budget, the Winddown Orders or the other contracts, 

instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan or the 

Sale Order; or (iii) the claims and causes of action referenced in Section III.E.5.f; and provided, further, however,

that nothing in this Section III.E.5.c or any other provision of the Plan or the Confirmation Order will release the 

Released Parties from any liability to the United States or Canada relating to the criminal, environmental, internal 

revenue, securities, fraud, labor, employment (including ERISA) or antitrust laws of the United States or Canada, or 

otherwise limit, preclude, bar or enjoin any actions taken by the United States or Canada pursuant to its respective 

police or regulatory authority, except as and to the extent that the United States and Canada are limited hereunder 

and under the Bankruptcy Code in actions that may be taken or rights that may be asserted or pursued against the 

Debtors, their Estates, the Liquidation Trust, the Liquidation Trustee and their respective Assets and properties with 

respect to liabilities that constitute pre-Confirmation Claims in the Chapter 11 Cases, in which case such Claims 

shall be treated as provided in the Plan. 

d. Limitations as to the United States and Canada 

Notwithstanding any other provision herein, as to the United States and Canada acting as releasing 

parties in their respective capacities as Government DIP Lender or otherwise, the provisions of this Plan, including 

Sections III.E.4.a, III.E.5.b, III.E.5.c and V.K, are subject to the following: 

i. nothing in the Plan shall discharge, release, enjoin or otherwise bar or limit 

(A) any liability of the Debtors, the Estates, the Liquidation Trust, the 

Liquidation Trustee or the Litigation Manager to the U.S. or Canada arising on 

or after the Confirmation Date; (B) any liability to the U.S. or Canada that is not 

a "claim" within the meaning of section 101(5) of the Bankruptcy Code; (C) any 

valid right of setoff or recoupment of the U.S. or Canada (and all such setoff and 

recoupment rights are preserved and not waived regardless of whether such right 

was asserted in a timely filed proof of claim); (D) any police or regulatory action 

of the U.S. or Canada; or (E) any environmental liability to the U.S. or Canada 

that the Debtors, the Estates, the Liquidation Trust or the Liquidation Trustee, or 

any other person or Entity may have as an owner or operator of real property or 

otherwise, unless in the case of (D) or (E) such liability or obligation is a preConfirmation Claim in the Chapter 11 Cases, in which case such Claim shall be 

treated as provided in the Plan; and 

ii. nothing in this Plan shall discharge, release, enjoin or otherwise bar or limit any 

liability to the United States or Canada on the part of any persons or Entities 

other than the Debtors, the Estates, the Liquidation Trust, the Liquidation 
 -16- 

Trustee or the Litigation Manager, except with respect to the other Released 

Parties to the extent set forth in Section III.E.5.c.

e. Plan Does Not Affect Liability and Obligations Relating to Sale Order 

Notwithstanding anything to the contrary in the Plan, nothing herein (including, without limitation, 

the injunctions, releases and exculpations provided in Sections III.E.4, III.E.5 and III.E.6) shall affect (i) any 

obligations set forth in or established by the Sale Order and (ii) the transactions and agreements executed in 

connection with the Sale Order and/or approved by the Sale Order, including the Purchase Agreement. 

f. Provisions Relating to Daimler 

 i. Notwithstanding anything in the Plan to the contrary, nothing herein (including, 

without limitation, the injunctions, releases and exculpations provided in Sections III.E.4, III.E.5 and III.E.6) shall 

release Daimler, its current or former directors and officers or any other defendant in the Daimler Litigation with 

respect to any claims and causes of action asserted (or that properly may be asserted) in the Daimler Litigation. For 

the avoidance of any doubt, Daimler is not a Released Party hereunder. 

 ii. Notwithstanding anything herein to the contrary, nothing in the Plan (including, 

without limitation, the injunctions, releases and exculpations set forth in Sections III.E.4, III.E.5 and III.E.6 and the 

vesting of assets free and clear of all Liens, Claims and Interests under Section IV.A.1): (A) shall affect, enhance or 

restrict the rights or obligations of Daimler, its current or former directors and officers or any other defendant in the 

Daimler Litigation, under or in connection with (1) Settlement Agreement III, (2) the Tax Settlement Agreement or 

(3) the Daimler Litigation; (B) shall modify Settlement Agreement III or the Tax Settlement Agreement; or (C) shall 

modify, expand, limit or otherwise alter (1) any right of setoff or recoupment by Daimler, its current or former 

directors and officers or any other defendant in the Daimler Litigation or (2) the rights of the Debtors or the 

Liquidation Trust to contest any alleged setoff or recoupment rights of Daimler, its current or former directors and 

officers or any other defendant in the Daimler Litigation on any or all available grounds, including pursuant to or in 

connection with section 502(d) of the Bankruptcy Code. 

6. Exculpation 

From and after the Effective Date, the Released Parties shall neither have nor incur any liability to 

any Person for any act taken or omitted to be taken in connection with the Debtors' Chapter 11 Cases, including the 

formulation, preparation, negotiation, dissemination, implementation, administration, confirmation, consummation 

or approval of the Plan, the Plan Exhibits, the Disclosure Statement or any contract, instrument, release or other 

agreement or document provided for or contemplated in connection with the consummation of the transactions set 

forth in the Plan; provided, however, that the foregoing provisions are subject to Sections III.E.5.c and III.E.5.d and 

shall not affect the liability of any Person that otherwise would result from any such act or omission to the extent 

that act or omission is determined in a Final Order to have constituted fraud, gross negligence, willful misconduct, 

ultra vires acts, criminal conduct or the unauthorized use of confidential information. Any of the foregoing parties 

in all respects shall be entitled to rely upon the advice of counsel with respect to their duties and responsibilities 

under the Plan. Nothing in Section III.E.6 limits (a) the releases provided in Section III.E.5.a or (b) the liability of 

the Professionals to their respective clients pursuant to DR 6-102 of the Code of Professional Responsibility, 

22 N.Y. Comp. Codes R. & Regs. § 1200 Rule 1.8(h)(1), and any other statutes, rules or regulations dealing with 

professional conduct to which such Professionals are subject. 

7. Termination of Certain Subordination Rights and Settlement of Related Claims and 

Controversies 

a. Termination 

The classification and manner of satisfying all Claims and Interests under the Plan take into 

consideration all subordination rights, whether arising under general principles of equitable subordination, contract, 

section 510(c) of the Bankruptcy Code or otherwise, that a holder of a Claim or Interest may have against other 

Claim or Interest holders with respect to any distribution made pursuant to the Plan. All subordination rights that a 
 -17- 

holder of a Claim may have with respect to any distribution to be made pursuant to the Plan shall be released and 

terminated, and all actions related to the enforcement of such subordination rights shall be permanently enjoined. 

Accordingly, distributions pursuant to the Plan to holders of Allowed Claims shall not be subject to payment to a 

beneficiary of such terminated subordination rights or to levy, garnishment, attachment or other legal process by a 

beneficiary of such terminated subordination rights. Nothing in this Section III.E.7.a shall affect the Liquidation 

Trust's rights to pursue any Cause of Action preserved by the Plan, subject to Section III.E.1. 

b. Settlement 

Pursuant to Bankruptcy Rule 9019 and in consideration for the distributions and other benefits 

provided under the Plan, the provisions of the Plan shall constitute a good faith compromise and settlement of all 

claims or controversies relating to the subordination rights that a holder of a Claim may have with respect to any 

Allowed Claim or any distribution to be made pursuant to the Plan on account of any Allowed Claim. The entry of 

the Confirmation Order shall constitute the Bankruptcy Court's approval, as of the Effective Date, of the 

compromise or settlement of all such claims or controversies and the Bankruptcy Court's finding that such 

compromise or settlement is in the best interests of the Debtors and their respective property and Claim and Interest 

holders and is fair, equitable and reasonable. 

8. Dissolution of Creditors' Committee 

a. Except to the extent provided in Section III.E.8.b, as of the Effective Date, the Creditors' 

Committee shall dissolve, and the members of the Creditors' Committee and its Professionals shall cease to have any 

role arising from or relating to the Chapter 11 Cases; provided, however, that Contingency Fee Counsel shall 

continue to prosecute the Daimler Litigation on behalf of the Liquidation Trust, subject to Sections II.A.1.c.iv, 

 III.E.2 and IV.G.2. 

b. The Professionals retained by the Creditors' Committee and the respective members 

thereof shall not be entitled to assert any Fee Claim for any services rendered or expenses incurred after the 

Effective Date, except for reasonable fees for services rendered, and actual and necessary expenses incurred, in 

connection with: (i) any final applications for allowance of compensation and reimbursement of expenses of the 

members of or Professionals to the Creditors' Committee Filed and served after the Effective Date in accordance 

with the Plan; and (ii) to the extent applicable, the Creditors' Committee's active participation in any appeal of the 

Confirmation Order. Notwithstanding Section III.E.8.a, the Creditors' Committee may continue to exist after the 

Effective Date solely to address the matters set forth in this Section III.E.8.b. The Creditors' Committee may 

continue to act after the Effective Date solely for the limited purposes set forth in this Section III.E.8.b, which 

limited continuation of the Creditors' Committee shall automatically conclude, and the Creditors' Committee shall be 

fully and finally dissolved for all purposes, automatically upon the later of (i) the resolution of the Creditors' 

Committee's final application for reimbursements of its members' expenses under section 503(b) of the Bankruptcy 

Code and (ii) the resolution of any appeal of the Confirmation Order in which the Creditors' Committee is actively 

participating. 

c. The Liquidation Trust will pay, from the Committee Post-August 2009 Fee and Expense 

Fund, the reasonable expenses of the members of the Creditors' Committee and the reasonable fees and expenses of 

the Creditors' Committee's Professionals incurred in connection with the activities described in Section III.E.8.b to 

the extent approved by a Final Order of the Bankruptcy Court; provided, however, that the Winddown Funds shall 

be used only in accordance with the DIP Lender Winddown Order, the Winddown Budget and the Plan. 

ARTICLE IV. 

MEANS FOR IMPLEMENTATION OF THE PLAN 

A. Corporate Existence 

1. Consistent with Section IV.B, as of the Effective Date, except as set forth in the Plan, (a) each of 

the Debtors shall cease to exist and (b) the Liquidation Trust Assets shall be transferred to and vest in the 

Liquidation Trust free and clear of all Liens, Claims and Interests. 
 -18- 

2. Except as otherwise provided in the Plan or the Liquidation Trust Agreement, the Liquidation 

Trust may compromise or settle any Claims without supervision or approval by the Bankruptcy Court and free of 

any restrictions of the Bankruptcy Code or Bankruptcy Rules and may pay the charges that it incurs on or after the 

Effective Date for Liquidation Trust Expenses, professionals' fees, disbursements, expenses or related support 

services (including fees related to the preparation of applications by Professionals asserting their Fee Claims), from 

the applicable Liquidation Accounts, without application to the Bankruptcy Court. 

3. Except as otherwise provided in the Plan, the Liquidation Trust Agreement or the Litigation 

Manager Agreement, the Daimler Litigation may be compromised or settled by the Litigation Manager on behalf of 

the Liquidation Trust without supervision or approval by the Bankruptcy Court and free of any restrictions of the 

Bankruptcy Code or Bankruptcy Rules. 

B. Restructuring Transactions 

1. Restructuring Transactions Generally 

a. Cessation of Corporate Existence 

On or after the Confirmation Date, the Debtors will enter into such Restructuring Transactions 

(including those Restructuring Transactions set forth in Plan Exhibit X.A.189) and will take such actions as may be 

necessary or appropriate to merge, dissolve or otherwise terminate the corporate or other legal existence of the 

Debtors as of the Effective Date or at such other time as set forth in Plan Exhibit X.A.189. Upon the transfer, under 

the Plan, of the Liquidation Trust Assets to the Liquidation Trust, except to the extent otherwise provided in Plan 

Exhibit X.A.189, the Debtors will be deemed dissolved and their business operations withdrawn for all purposes 

without any necessity of filing any document, taking any further action or making any payment to any governmental 

authority in connection therewith. 

b. Effectuation of Termination of Corporate Existence 

The actions to effect the Restructuring Transactions described above may include: (i) the 

execution and delivery of appropriate agreements or other documents of transfer, merger, consolidation, conversion, 

disposition, liquidation or dissolution, containing terms that are consistent with the terms of the Plan and that satisfy 

the requirements of applicable law, as well as other terms to which the Debtors may agree; (ii) the execution and 

delivery of appropriate instruments of transfer, assignment, assumption or delegation of any asset, property, right, 

liability, duty or obligation on terms consistent with the terms of the Plan and having such other terms as the Debtors 

may agree; (iii) the filing of appropriate certificates or articles of merger, consolidation, conversion, continuance or 

dissolution or similar instruments with the applicable governmental authorities; and (iv) the taking of all other 

actions that the Debtors determine to be necessary or appropriate, including making other filings or recordings that 

may be required by applicable law in connection with the Restructuring Transactions. 

2. Recourse Solely to Liquidation Trust Assets 

The Restructuring Transactions in this Section IV.B shall not in any way merge the Assets of the 

Debtors' Estates and/or the Liquidation Trust Assets. All Claims against the Debtors are deemed fully satisfied, 

waived and released in exchange for the treatment of such Claims under the Plan, and holders of Allowed Claims 

against any Debtor shall have recourse solely to the applicable Liquidation Trust Assets for the payment or 

satisfaction of their Allowed Claims in accordance with the terms of the Plan. 

3. Liquidation Trust 

a. Liquidation Trust Generally 

On or prior to the Effective Date, the Liquidation Trust shall be established pursuant to the 

Liquidation Trust Agreement for the purpose of collecting, receiving, holding, maintaining, administering and 

liquidating the Liquidation Trust Assets; resolving all Disputed Claims; making all distributions to holders of 

Allowed Claims in accordance with the terms of the Plan; pursuing or resolving the Daimler Litigation, any other 
 -19- 

Recovery Actions and other Causes of Action or litigation (subject to Section III.E.1); closing the Chapter 11 Cases; 

and otherwise implementing the Plan and finally administering the Estates, all pursuant to and in accordance with 

the Plan and the Liquidation Trust Agreement. The Liquidation Trust shall not engage in a trade or business and 

shall conduct its activities consistent with the Liquidation Trust Agreement and the Winddown Budget. On the 

Effective Date, pursuant to the Plan, the Liquidation Trust Assets shall be transferred to and vest in the Liquidation 

Trust as set forth herein. The Debtors shall take such steps as are reasonably practicable to assure that as of the 

Effective Date all books and records of the Debtors that the Liquidation Trust, the Liquidation Trustee and/or the 

Litigation Manager may need to perform their duties under the Plan (including with respect to the Daimler Litigation) 

are preserved, retained and made available to them. Subject to and to the extent set forth the Plan, the Confirmation 

Order, the Liquidation Trust Agreement, the Litigation Manager Agreement or other agreement (or any other Final 

Order of the Bankruptcy Court entered pursuant to or in furtherance hereof), the Liquidation Trust (and the 

Liquidation Trustee on its behalf or, solely and exclusively with respect to the Daimler Litigation and as set forth in 

Sections IV.G.2 and IV.H and the Litigation Manager Agreement, the Litigation Manager on its behalf) shall have 

the right, power, privilege and obligation, pursuant to the Plan to, among other things: 

i. effect all actions and execute all agreements, instruments and other documents 

necessary to implement the Plan; 

ii. as applicable, accept, receive, collect, manage, administer, preserve, protect, 

invest, market, sell, transfer, liquidate, distribute or otherwise dispose of 

(including by way of a transfer to an Environmental Response Trust) or abandon 

the Liquidation Trust Assets or the proceeds thereof, upon such terms as the 

Liquidation Trustee determines, in its reasonable discretion, to be necessary, 

appropriate or desirable, all in accordance with the Plan, the Winddown Orders, 

the Liquidation Trust Agreement and the Litigation Manager Agreement, and 

subject to the Liquidation Trustee's obligations as to the First Lien Reserve as 

set forth in the First Lien Winddown Order and the Litigation Manager's rights 

and obligations with respect to the prosecution and the settlement of the Daimler 

Litigation as set forth in Sections IV.G.2 and IV.H and the Litigation Manager 

Agreement; 

iii. calculate and make distributions (directly or through Third Party Disbursing 

Agents or the Indenture Trustee) of the Liquidation Trust Assets or the proceeds 

thereof to holders of Allowed Claims in accordance with the Plan, the 

Winddown Orders and the Liquidation Trust Agreement; 

iv. establish and administer the Liquidation Accounts and other accounts and 

reserves as the Liquidation Trustee determines, in its reasonable discretion, to be 

necessary, appropriate or desirable, in accordance with the Plan, the Winddown 

Orders and the Liquidation Trust Agreement; 

v. exercise its rights and fulfill its obligations under the Plan, the Winddown 

Orders, the Winddown Budget, the Liquidation Trust Agreement and/or the 

Litigation Manager Agreement; 

vi. appear and participate in any proceeding before the Bankruptcy Court or any 

other court with respect to any matter regarding or relating to the Plan, the 

Winddown Orders, the Liquidation Trust Agreement, the Litigation Manager 

Agreement, the Liquidation Trust, the Liquidation Trust Assets and/or the 

Debtors; 

vii. sue, defend and participate, as a party or otherwise, in any judicial, 

administrative, arbitrative or other proceeding relating to the Plan, the 

Winddown Orders, the Liquidation Trust Agreement, the Litigation Manager 

Agreement, the Liquidation Trust, the Liquidation Trust Assets and/or the 

Debtors; 
 -20- 

viii. review and/or reconcile Claims, object to Claims not Allowed prior to the 

Effective Date and resolve such objections as set forth in Article VI; 

ix. subject to terms hereof, the Liquidation Trust Agreement and the Litigation 

Manager Agreement, pursue and settle the Daimler Litigation, any other 

Recovery Actions or other available claims, demands, rights and Causes of 

Action of the Debtors, the Estates or the Liquidation Trust (including any 

actions previously initiated by the Debtors and pending as of the Effective 

Date), and raise any defenses in connection with and settle any adverse actions, 

claims or counterclaims; 

x. execute, deliver and perform such other agreements and documents and/or 

exercise such other powers as the Liquidation Trustee determines, in its 

reasonable discretion, to be necessary, appropriate or desirable to accomplish 

and implement the purposes and provisions of the Plan and of the Liquidation 

Trust as set forth herein and in the Liquidation Trust Agreement; 

xi. file appropriate Tax returns on behalf of the Liquidation Trust and the Debtors 

and pay Taxes or other obligations owed by the Liquidation Trust and the 

Debtors; 

xii. determine the manner of determining income and principal of the Liquidation 

Trust Assets, and the apportionment of income and principal among such assets; 

xiii. purchase insurance with such coverage and limits as the Liquidation Trustee 

determines, in its reasonable discretion, to be necessary, appropriate or 

desirable; 

xiv. take such actions as are necessary, appropriate or desirable to cause the transfer 

of any attorney-client privilege, work-product privilege or other privilege or 

immunity of the Debtors attaching to any documents or communications 

(whether written or oral) to the Liquidation Trust (which privileges and 

immunities are transferred to the Liquidation Trust); 

xv. enforce, waive, assign or release rights, powers, privileges and immunities of 

any kind of the Debtors, except to the extent expressly limited by, or otherwise 

contrary to its duties established by, the Plan, the Liquidation Trust Agreement 

or the Litigation Manager Agreement, as the Liquidation Trustee determines, in 

its reasonable discretion, to be necessary, appropriate or desirable, or as 

determined by the Litigation Manager in connection with the Daimler Litigation 

and consistent with Section IV.H.6 and the Litigation Manager Agreement; 

xvi. retain, employ and compensate, without further order of the Bankruptcy Court, 

professionals (or other Persons or Entities) to represent, advise and assist the 

Liquidation Trust (or the Liquidation Trustee or the Litigation Manager on its 

behalf) in the fulfillment of its responsibilities in connection with the Plan, the 

Liquidation Trust Agreement or the Litigation Manager Agreement, all as the 

Liquidation Trustee determines, in its reasonable discretion, to be necessary, 

appropriate or desirable and in connection with its responsibilities or as 

determined by the Litigation Manager in connection with the Daimler Litigation 

and consistent with Section IV.B.3.d and the Litigation Manager Agreement; 

xvii. pay all Liquidation Trust Expenses in accordance with the terms of the Plan and 

the Liquidation Trust Agreement; 
 -21- 

xviii. take such actions as are necessary or appropriate to close or dismiss any or all of 

the Chapter 11 Cases; 

xix. terminate and dissolve the Liquidation Trust in accordance with the terms of the 

Plan and the Liquidation Trust Agreement; and 

xx. take such actions as are necessary, appropriate or desirable to terminate the 

existence of the Debtors to the extent not already effectuated pursuant to the 

Plan. 

The Liquidation Trust and the Liquidation Trustee (and solely and exclusively with respect to the 

Daimler Litigation and as set forth in Sections IV.G.2 and IV.H and the Litigation Manager Agreement, the 

Litigation Manager) shall each be a "representative of the estate" under section 1123(b)(3)(B) of the Bankruptcy 

Code. 

b. Funding of the Liquidation Trust 

The Liquidation Trust shall be funded from the Liquidation Trust Assets that must be used solely 

for their respective purposes as set forth in the Plan and the Winddown Orders. Notwithstanding anything to the 

contrary herein or in the Confirmation Order, the Liquidation Trust shall use the DIP Collateral only in accordance 

with, and for the sole purposes set forth in, the DIP Lender Winddown Order and in accordance with the Winddown 

Budget; provided that, if the Liquidation Trust seeks the agreement of the U.S. Treasury to modify the Winddown 

Budget, the Liquidation Trustee shall provide at least ten Business Days' prior written notice specifying the 

proposed modification thereof to the U.S. Treasury, and provided further that the U.S. Treasury shall grant or deny 

any such request to modify the Winddown Budget in its sole discretion. Notwithstanding anything to the contrary 

set forth in this Plan or the Confirmation Order, the Government DIP Lenders (i) shall have the right to enforce the 

provisions of the Sale Order, the DIP Lender Winddown Order and the Winddown Budget by seeking an order from 

the Bankruptcy Court, after not less than ten days' notice to the Notice Parties and a hearing, prohibiting or limiting 

the Liquidation Trust's continuing use of the DIP Collateral as otherwise set forth in the Plan; and (ii) in any such 

proceeding, the Government DIP Lenders shall only be required to establish that the Winddown Budget was violated 

without the consent of the U.S. Treasury. For avoidance of doubt, the Winddown Budget may not be modified 

without the written agreement of the U.S. Treasury. 

c. Liquidation Trustee 

i. The Liquidation Trustee shall be the exclusive trustee of the Liquidation Trust 

Assets for purposes of 31 U.S.C. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of the 

consolidated Estates of each of the Debtors appointed pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. 

The powers, rights and responsibilities of the Liquidation Trustee, and its beneficiaries, shall be specified in the 

Liquidation Trust Agreement and shall include those rights and powers set forth in Section IV.B.3.a that are not 

vested in the Litigation Manager hereunder or in the Liquidation Trust Agreement or the Litigation Manager 

Agreement. The Liquidation Trustee shall distribute the Liquidation Trust Assets pursuant to and in accordance 

with the applicable provisions of the Plan, the Winddown Orders and the Liquidation Trust Agreement. 

ii. Upon the resignation, removal, death or other incapacity of the Liquidation 

Trustee, a successor to the Liquidation Trustee and the terms of such successor's engagement must be approved by 

the Bankruptcy Court, subject to the express consent of the U.S. Treasury which may be withheld for any reason. 

Except as otherwise ordered by the Bankruptcy Court, any successor Liquidation Trustee must consent to and accept 

in writing the terms of the Liquidation Trust Agreement and agree that the terms of the Liquidation Trust Agreement 

are binding upon and inure to the benefit of the successor Liquidation Trustee and all of such successor Liquidation 

Trustee's heirs and legal and personal representatives, successors or assigns. A resigning Liquidation Trustee may 

request that the Bankruptcy Court approve a successor Liquidation Trustee. If (A) the resigning Liquidation Trustee 

fails to request the Bankruptcy Court to approve a successor Liquidation Trustee or the U.S. Treasury does not 

consent to the proposed successor Liquidation Trustee, or (B) in case of the death or incapacity of the Liquidation 

Trustee (or the sole manager thereof) or the removal of the Liquidation Trustee pursuant to the Liquidation Trust 
 -22- 

Agreement, the Government DIP Lenders and the First Lien Agent shall nominate a successor Liquidation Trustee 

and request that the Bankruptcy Court approve such nominee as the successor Liquidation Trustee. 

iii. If the Liquidation Trust Assets at any point in time prove insufficient to pay all 

beneficiaries in accordance with the terms hereof, and provided that the Liquidation Trustee has not engaged in 

willful misconduct or gross negligence, the Liquidation Trustee will have no obligation to seek disgorgement from 

any beneficiary, but may seek: (A) the guidance of the Bankruptcy Court; or (B) to terminate the Liquidation Trust 

Agreement upon approval of the Bankruptcy Court or another court of competent jurisdiction. The Liquidation 

Trustee will notify the U.S. Treasury in writing, at least five Business Days before seeking guidance from the 

Bankruptcy Court or before terminating the Liquidation Trust Agreement in accordance with the preceding sentence. 

Notwithstanding anything to the contrary set forth herein, the Government DIP Lenders' obligations hereunder and 

under the Winddown Orders shall not be altered by the order of any court, including the Bankruptcy Court, entered 

in connection with this Section IV.B.3.c.iii or any other provision hereof. 

iv. The Liquidation Trust Agreement will provide that, immediately after the 

Effective Date, the Liquidation Trustee will obtain a bond or surety with respect to the Cash held by the Liquidation 

Trust, and all costs and expenses incurred to obtain the bond or surety will be borne by the Liquidation Trust. The 

Liquidation Trustee will notify the Bankruptcy Court and the U.S. Trustee in writing: (A) at such time as the 

Liquidation Trustee obtains its initial and any subsequent replacement bonds or sureties; (B) before modifying the 

amount or provider of any bond or surety; or (C) before terminating its bond or surety. 

d. Fees and Expenses of the Liquidation Trust 

Except as otherwise ordered by the Bankruptcy Court, the Liquidation Trust Expenses shall be 

paid from the applicable Liquidation Trust Assets in accordance with the Plan, the Winddown Orders, the 

Winddown Budget and the Liquidation Trust Agreement. The Liquidation Trustee, on behalf of the Liquidation 

Trust, may employ, without further order of the Bankruptcy Court, professionals to assist in carrying out its duties 

hereunder and may compensate and reimburse the expenses of these professionals without further order of the 

Bankruptcy Court from the applicable Liquidation Trust Assets in accordance with the Plan and the Liquidation 

Trust Agreement. The Litigation Manager, on behalf of the Liquidation Trust, may retain, solely in connection with 

the Daimler Litigation and without further order of the Bankruptcy Court, expert witnesses, translators and other 

non-legal professionals to assist in carrying out its duties in connection with the Daimler Litigation as set forth 

herein and in the Litigation Manager Agreement, and all Daimler Litigation Costs incurred in connection with such 

retentions will be paid from the Daimler Fund without further order of the Bankruptcy Court in accordance with the 

Plan, the Liquidation Trust Agreement and the Litigation Manager Agreement. For the avoidance of doubt, the 

Liquidation Trust shall not use any of the DIP Collateral or the proceeds thereof to pay any Liquidation Trust 

Expenses except as provided herein, in the Winddown Budget or in the DIP Lender Winddown Order or as 

otherwise agreed in writing by the Government DIP Lenders. 

e. Reports to be Delivered by the Liquidation Trust 

The Liquidation Trustee, on behalf of the Liquidation Trust, will: 

i. File with the Bankruptcy Court (and provide to any other party entitled to 

receive any such report pursuant to the Liquidation Trust Agreement) quarterly 

reports regarding the administration of property subject to its ownership and 

control pursuant to the Plan, distributions made by it and other matters relating 

to the implementation of the Plan; 

ii. provide the Government DIP Lenders with (A) a monthly report of winddown 

expenses paid and the amounts remaining in each individual Trust Account, the 

Additional Proceeds Account and the Daimler Fund and (B) a monthly report of 

the status of the DIP Non-Liquidation Funds Collateral administered by the 

Liquidation Trust, which reports will be in form reasonably acceptable to the 

Government DIP Lenders; and 
 -23- 

iii. provide the First Lien Agent with (A) a monthly report of winddown expenses 

paid and the amounts remaining in the First Lien Reserve and the Daimler Fund 

and (B) a monthly report of the status of the First Lien Trust Assets administered 

by the Liquidation Trust, which reports will be in form reasonably acceptable to 

the First Lien Agent. 

f. Indemnification 

The Liquidation Trust Agreement may include reasonable and customary indemnification 

provisions. Any such indemnification will be the sole responsibility of the Liquidation Trust and payable solely 

from the Additional Winddown Cost Escrow or other available funds. 

g. Tax Treatment 

i. The Liquidation Trust is intended to be treated for U.S. federal income tax purposes 

(A) in part as a grantor trust that is a liquidating trust within the meaning of Treasury Regulations § 301.7701-4(d), 

and (B) in part as one or more disputed claims or other reserves taxed either as discrete trusts pursuant to IRC 

§§ 641, et seq., or as disputed ownership funds pursuant to Treasury Regulations § 1.468B-9(b)(1), as determined by 

the Liquidation Trustee in the manner specified in the Liquidation Trust Agreement. For U.S. federal income tax 

purposes, the transfer of the Liquidation Trust Assets (to the extent not distributed to holders of Allowed Claims as 

of the Effective Date) to the Liquidation Trust will be treated as a transfer of the Liquidation Trust Assets from the 

Debtors to the holders of Allowed Claims, subject to any liabilities of the Debtors or the Liquidation Trust payable 

from the proceeds of such assets, followed by such holders' transfer of such assets (subject to such liabilities) to the 

Liquidation Trust. The holders of Allowed Claims will thereafter be treated for U.S. federal income tax purposes as 

the grantors and deemed owners of their respective shares of the Liquidation Trust Assets (subject to such liabilities). 

Such holders of Allowed Claims shall include in their annual taxable incomes, and pay Tax to the extent due on, 

their allocable shares of each item of income, gain, deduction, loss and credit, and all other such items shall be 

allocated by the Liquidation Trustee to such holders using any reasonable allocation method. Notwithstanding the 

foregoing, distributions made as of the Effective Date to holders of Allowed Claims are intended to be treated for 

U.S. federal income tax purposes as distributions directly from the Debtors to the holders of such Allowed Claims, 

and such holders shall include in their taxable incomes any interest earned on such distributions from the Effective 

Date to the date on which the actual distribution is made. 

ii. The Liquidation Trust Agreement will: (A) require that the Liquidation Trustee file 

income Tax returns for the Liquidation Trust as a grantor trust (and file separate returns for the disputed claims or 

other reserves as discrete trusts pursuant to IRC §§ 641, et seq., or as disputed ownership funds pursuant to Treasury 

Regulations § 1.468B-9(b)(1), as determined by the Liquidation Trustee in the manner provided in the Liquidation 

Trust Agreement); (B) pay all Taxes owed on any net income or gain of the Liquidation Trust, including net income 

or gain of the disputed claims and other reserves, on a current basis from Liquidation Trust Assets; (C) provide for 

consistent valuations for all Liquidation Trust Assets by the Liquidation Trustee and holders of Allowed Claims, and 

require that such valuations be used for all Tax reporting purposes; (D) provide for the Liquidation Trust's 

termination no later than five years after the Effective Date unless the Bankruptcy Court approves a fixed extension 

based upon a finding that an extension is necessary for the Liquidation Trust to resolve all Claims, reduce all 

Liquidation Trust Assets to Cash and liquidate; (E) limit the investment powers of the Liquidation Trustee in 

accordance with IRS Revenue Procedure 94-45; and (F) require that the Liquidation Trust, in accordance herewith, 

distribute at least annually all net income and the net proceeds from the sale or other disposition of all Liquidation 

Trust Assets in excess of amounts reasonably necessary to maintain the value of the remaining Trust Assets and pay 

Claims and contingent liabilities, including Disputed Claims. 

C. Corporate Governance 

1. Certificates of Incorporation and Bylaws 

Consistent with Sections IV.A and IV.B and except as otherwise provided herein, each of the 

Debtors will cease to exist, and all existing certificates of incorporation and bylaws, articles of organization, limited 

liability company agreements or similar organizational documents will be cancelled, as of the Effective Date; 
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accordingly, no new certificates of incorporation and bylaws or other applicable organizational documents will be 

necessary. 

2. Corporate Action 

The Restructuring Transactions; the establishment of the Liquidation Trust; the appointment of the 

Liquidation Trustee and the Litigation Manager to act on behalf of the Liquidation Trust; the transfer of the 

Liquidation Trust Assets to the Liquidation Trust; the creation of the Additional Proceeds Account; the substitution 

of the Liquidation Trust as the plaintiff in the Daimler Litigation; the adoption, execution, delivery and 

implementation of all contracts, instruments, releases and other agreements or documents related to any of the 

foregoing; the adoption, execution and implementation of the Liquidation Trust Agreement; the distribution of Cash 

held in the Liquidation Accounts consistent with the Plan; the distribution of proceeds from the sale or other 

disposition of the First Lien Trust Assets, the Company Cars and the DIP Non-Liquidation Funds Collateral 

consistent with the Plan; and the other matters provided for under the Plan involving the corporate or limited 

liability company structure of any Debtor or corporate or similar action to be taken by or required of any Debtor or 

the Liquidation Trustee shall occur and be effective as of the date specified in the documents effectuating the 

applicable Restructuring Transactions (or other transactions) or the Effective Date, if no such other date is specified 

in such other documents, and shall be authorized and approved in all respects and for all purposes without any 

requirement of further action by the Debtors, the Liquidation Trustee, the Litigation Manager or any other Person or 

Entity. 

D. No Revesting of Assets 

The property of the Debtors' Estates will not revest in the Debtors on or after the Effective Date 

but shall vest in the Liquidation Trust, to be administered by the Liquidation Trustee (or, solely with respect to the 

Daimler Litigation and as set forth in Sections IV.G.2 and IV.H and the Litigation Manager Agreement, the 

Litigation Manager) in accordance with the Plan, the Liquidation Trust Agreement and/or the Litigation Manager 

Agreement, as applicable. 

E. Postpetition Agreements 

As of the Effective Date, the Liquidation Trust shall be deemed a successor in interest to the 

Debtors under, and a beneficiary of, any Postpetition Agreement, and any rights and benefits thereunder shall be 

transferred to the Liquidation Trust; provided, however, that no change in ownership or change in control under any 

such contract, lease or agreement shall be deemed to have occurred on the Effective Date. Any Postpetition 

Agreements shall survive and remain unaffected by the entry of the Confirmation Order. 

F. Liquidation Accounts and Other Accounts 

1. Transfer or Creation 

a. On the Effective Date, each of the Trust Accounts, the First Lien Reserve and the 

Daimler Fund will be transferred to and irrevocably vest in the Liquidation Trust in 

accordance with the Plan. 

b. On or prior to the Effective Date, the Additional Proceeds Account will be established by 

(i) the Debtors and transferred to the Liquidation Trust in accordance with the Plan or 

(ii) the Liquidation Trust Agreement. Subject to the terms hereof, the Additional 

Proceeds Account shall be funded with any Daimler Proceeds and, upon the conclusion 

of the Daimler Litigation, any General Unsecured Daimler Fund Balance. 

c. The Liquidation Trustee may establish (i) a separate account (or sub-account) for the 

General Unsecured Claims Reserve, as set forth in Section IV.G.2.b.ix; (ii) one or more 

distribution accounts, as contemplated by Section V.B.1; or (iii) such other accounts (or 

sub-accounts) as may be necessary, appropriate or desirable and that are consistent with 

the Plan. 
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2. Maintenance 

a. From and after the Effective Date, the Liquidation Accounts and the contents thereof will 

be maintained in federally insured domestic banks in the name of the Liquidation Trust. 

Each Liquidation Account will be maintained and accounted for separately and will not 

be combined with another Liquidation Account. The Liquidation Trustee may, from time 

to time, move any Liquidation Account from one institution to another, provided that the 

Liquidation Trustee otherwise complies with this Section IV.F.2.a and provides notice to 

the Notice Parties of such account transfer. 

b. The Liquidation Accounts shall be used for their designated purposes consistent with the 

terms of the Plan, the Winddown Orders and the Winddown Budget. Notwithstanding 

anything to the contrary in the Plan or the DIP Lender Winddown Order, with the written 

agreement of each of the Government DIP Lenders, (i) any excess amount in a Trust 

Account after such account is used for its designated purpose or (ii) any net proceeds of 

DIP Non-Liquidation Funds Collateral, may be transferred to another Liquidation 

Account. 

c. As set forth in the Plan and the First Lien Winddown Order (and subject to the terms 

thereof), net proceeds of any First Lien Collateral will be transferred into the First Lien 

Reserve to the extent necessary to maintain the Minimum Amount (as defined in the First 

Lien Winddown Order) in the First Lien Reserve during the Covered Period. For the 

avoidance of doubt, the net proceeds of the First Lien Collateral, subject to the funding 

requirements of the First Lien Reserve, shall not pay for, fund or otherwise be used in any 

way to effectuate the Plan or satisfy the Claims thereunder, other than the Allowed First 

Lien Secured Claims. 

3. Closure 

Subject to and in accordance with the Liquidation Trust Agreement, the Liquidation Accounts and 

other accounts shall be closed by the Liquidation Trustee as follows: 

a. After any Trust Account has been fully administered for its designated purpose in 

accordance with the Winddown Budget and the Plan, any remaining funds in such 

account will be subject to the treatment provided under the Plan, and the applicable Trust 

Account may be closed. 

b. At the conclusion of the Daimler Litigation and after the payment of the Daimler 

Litigation Costs, any Daimler Fund Balance will be subject to treatment as set forth in the 

Plan, and the Daimler Fund may be closed. 

c. After the conclusion of the Covered Period, the funds remaining in the First Lien Reserve 

will be subject to the treatment set forth herein and in the First Lien Winddown Order 

and, after distribution of these funds, the First Lien Reserve will be closed. 

d. After the Bankruptcy Court has entered an order closing the Debtors' Chapter 11 Cases 

and the Liquidation Trust has been fully administered, any remaining funds in the 

Liquidation Accounts will be subject to the treatment provided in the Plan, and the 

remaining Liquidation Accounts will be closed. 

e. Any accounts other than the Liquidation Accounts may be closed at the discretion of the 

Liquidation Trustee once the accounts have served their intended purpose or have been 

replaced. 
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G. Daimler Litigation 

1. Transfer to Liquidation Trust 

On the Effective Date, the Daimler Litigation shall be transferred to the Liquidation Trust pursuant 

to the Plan as part of the Liquidation Trust Assets, subject to the treatment set forth herein. 

2. Prosecution or Settlement 

a. On the Effective Date or as promptly thereafter as is practicable, the Liquidation Trust 

shall be substituted as the plaintiff in the Daimler Litigation. The Liquidation Trustee, any Litigation Manager and 

Contingency Fee Counsel shall take all steps that are necessary or appropriate to accomplish such substitution. 

b. On and after the Effective Date, if the Class 3A Voting Condition has been satisfied, the 

Litigation Manager will prosecute to conclusion or settle the Daimler Litigation on behalf of the Liquidation Trust, 

as follows: 

i. From and after the Effective Date, the Daimler Litigation will continue to be 

pursued and otherwise prosecuted by Contingency Fee Counsel on behalf of the 

Liquidation Trust and at the direction of the Litigation Manager, subject to the 

applicable terms of the Contingency Fee Counsel Agreement. 

ii. The Litigation Manager shall inform the Liquidation Trustee in writing or orally, 

as desired by the Liquidation Trustee, on the status of the Daimler Litigation on 

a periodic basis, but in any event not less than monthly. 

iii. The Litigation Manager shall promptly inform the Liquidation Trustee with 

respect to all significant decisions, including all settlement offers made or 

received, in connection with the Daimler Litigation, provided that the decision 

on any matters in connection with the Daimler Litigation (including any 

decision regarding the pursuit, prosecution, compromise or settlement of the 

Daimler Litigation) will be the sole responsibility of the Litigation Manager, and 

the Liquidation Trustee shall have no authority or liability with respect thereto 

and shall have no authority to decide whether any settlement offer should be 

accepted by the Liquidation Trust or is fair and reasonable, all of which 

determinations rest solely with the Litigation Manager. 

iv. The Daimler Litigation Costs (but not the Contingency Fees) will be paid 

exclusively from the Daimler Fund unless and until the Daimler Fund is 

exhausted, at which time the Litigation Manager, after consultation with the 

Liquidation Trustee but in the Litigation Manager's sole discretion, may: 

(A) identify another source of funding to provide financing for the Daimler 

Litigation Costs, with recourse only to the Daimler Proceeds; or (B) permit 

Contingency Fee Counsel to advance amounts necessary to fund the costs of the 

Daimler Litigation consistent with the terms and conditions set forth in the 

Contingency Fee Counsel Agreement. Notwithstanding anything in the Plan to 

the contrary, the Government DIP Lenders shall not provide funding for, and the 

DIP Collateral or the proceeds thereof shall not be used to pay, any Daimler 

Litigation Costs or Contingency Fees unless (A) the Class 3A Voting Condition 

is not satisfied and (B) the Government DIP Lenders otherwise agree in writing. 

v. Except as set forth in Section II.A.1.c.iv, any Daimler Proceeds shall vest in the 

Liquidation Trust and shall be deposited in the Additional Proceeds Account 

consistent with the Liquidation Trust Agreement. 
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vi. Prior to the Effective Date, the Creditors' Committee's Professionals were 

required to maintain separate records of expenses for all Daimler Litigation 

Costs that were to be paid pursuant to the Interim Compensation Order, as well 

as any applicable orders that may be entered by the Bankruptcy Court. After the 

Effective Date, the Litigation Manager, Contingency Fee Counsel and the 

Liquidation Trust's other professionals will maintain separate records of 

expenses for all Daimler Litigation Costs that will be paid in the ordinary course 

of business by the Liquidation Trust from the Daimler Fund, as set forth herein 

and the Litigation Manager Agreement; 

vii. As promptly as possible after the receipt of any Daimler Proceeds, the 

Liquidation Trustee will use the Daimler Proceeds to pay, in the order set forth 

in this subsection, (A) the Contingency Fees, to the extent due under the 

Contingency Fee Counsel Agreement; and (B) any fees, expenses or other costs 

arising out of or in connection with the Daimler Litigation not otherwise covered 

by the Daimler Fund. Following such payments and except as otherwise 

provided by Section II.A.1.c.iv, the Net Daimler Proceeds will remain in the 

Additional Proceeds Account, subject to treatment under the Plan; 

viii. As promptly as possible after the Daimler Proceeds Receipt Date and the 

conclusion of the Daimler Litigation, (A) the General Unsecured Daimler Fund 

Balance, if any, will be deposited into the Additional Proceeds Account and 

(B) the First Lien Daimler Fund Balance, if any, will be transferred to the First 

Lien Agent. 

ix. The Liquidation Trust will use the Net Daimler Proceeds and any General 

Unsecured Daimler Fund Balance to: (A) establish the General Unsecured 

Claims Reserve and (B) fund any identified or projected deficiencies in the Trust 

Accounts as determined by the Liquidation Trustee. After funding such 

amounts, the Available Net Daimler Proceeds will remain in the Additional 

Proceeds Account, subject to treatment under the Plan. The General Unsecured 

Claims Reserve may be established as a separate account and treated as a 

Liquidation Account hereunder, or it may be separately accounted for as part of 

the Additional Proceeds Account. 

x. Provided that the Available Net Daimler Proceeds are equal to or greater than 

the Minimum Distribution Threshold, the Available Net Daimler Proceeds will 

be distributed to the holders of Allowed General Unsecured Claims as set forth 

in Section II.B.6.a. 

xi. If the Available Net Daimler Proceeds are less than the Minimum Distribution 

Threshold, the Available Net Daimler Proceeds and any General Unsecured 

Claims Reserve will be distributed to one or more Charitable Organizations, as 

further set forth in Section II.A.1.c.iv. 

c. On and after the Effective Date, if the Class 3A Voting Condition has not been satisfied, 

(i) no Litigation Manager will be appointed and the Liquidation Trustee may prosecute to conclusion, settle or 

otherwise manage the Daimler Litigation on behalf of the Liquidation Trust, at the direction of both of the 

Government DIP Lenders consistent with Section II.A.1.c.iv; (ii) any First Lien Daimler Fund Balance (calculated 

as of the Confirmation Date) will be promptly paid to the First Lien Agent on behalf of the holders of Allowed First 

Lien Secured Claims as set forth in Section II.B.2.g and any General Unsecured Daimler Fund Balance may be used 

to continue funding the costs associated with the Daimler Litigation (or, if not needed to fund the Daimler 

Litigation, may be used for other Liquidation Trust Expenses); and (iii) if the Government DIP Lenders determine 

that the Liquidation Trust should continue to pursue the Daimler Litigation, all funding determinations will be made 

by the Government DIP Lenders and all Net Daimler Proceeds shall be paid to the Government DIP Lenders on a 

Pro Rata basis consistent with Section II.A.1.c.iv. 
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H. Litigation Manager 

1. Appointment 

On the Effective Date, if the Class 3A Voting Condition is satisfied, the Litigation Manager will 

be appointed pursuant hereto. The Litigation Manager shall be subject to the jurisdiction of the Bankruptcy Court. 

If the Class 3A Voting Condition is not satisfied, no Litigation Manager will be appointed. 

2. Resignation, Removal or Death 

a. In the event of a resignation or removal of the Litigation Manager for any reason, or in 

the event of the death of the Litigation Manager or other occurrence rendering the Litigation Manager incapacitated 

or unavailable, a replacement Litigation Manager will be designated by the Liquidation Trustee in consultation with 

the Lead Contingency Fee Counsel. Pending the designation of a new Litigation Manager, the Liquidation Trustee 

shall manage the Daimler Litigation. 

b. If, within three months after the loss of the Litigation Manager as set forth in 

Section IV.H.2.a, no qualified Person is identified as willing to serve as Litigation Manager, the position of 

Litigation Manager will be deemed terminated, without further order of the Bankruptcy Court, and any rights of the 

Litigation Manager shall permanently vest in the Liquidation Trustee. 

3. Role 

After the Effective Date and consistent with Section IV.G.2.b, the Litigation Manager will make 

any and all decisions regarding the prosecution, compromise or settlement of the Daimler Litigation and will have 

standing to participate in the Chapter 11 Cases solely with respect thereto. 

4. Compensation, Expense Reimbursement and Professional Representation 

Subject to this Section IV.H.4, the Litigation Manager will be compensated from the Daimler 

Fund for any reasonable and necessary fees and out-of-pocket expenses incident to the performance of his or her 

duties. The Litigation Manager will provide separate records of fees and expenses to the Liquidation Trustee on a 

monthly basis. The Litigation Manager will be compensated at the Litigation Manager Hourly Rate but will not 

receive, on a monthly basis, more than the Litigation Manager Maximum Monthly Fee (which will be paid from the 

Daimler Fund); provided that: 

a. if the Litigation Manager's fees for any month(s) are less than the Litigation Manager 

Maximum Monthly Fee, the difference between such actual fees and the Litigation 

Manager Maximum Monthly Fee will accumulate from month to month and will be 

available to pay the Litigation Manager's fees in any subsequent month(s) in which the 

Litigation Manager's monthly fee is in excess of the Litigation Manager Maximum 

Monthly Fee; 

b. if the Litigation Manager's fees for any month exceed the Litigation Manager Maximum 

Monthly Fee plus any accumulated unused fee allowances rolled over from prior months, 

such excess fees may be deferred from month to month and paid down from available 

cash in the Daimler Fund in each subsequent month in which the Litigation Manager's 

monthly fees are less than the Litigation Manager Maximum Monthly Fee, subject to (c) 

below; and 

c. any excess fees that remain unpaid pursuant to (a) and (b) above will be paid from the 

Daimler Proceeds (if any) pursuant to Section IV.G.2.b.iv and will be deemed to be 

Daimler Litigation Costs, provided that (i) the Litigation Manager's aggregate fees 

(including amounts paid from the Daimler Fund and additional excess amounts sought 

from the Daimler Proceeds under this paragraph) do not exceed the Litigation Manager 

Maximum Aggregate Fee or (ii) any amounts in excess of the amounts in clause (i) are 
 -29- 

approved by an Order of the Bankruptcy Court after an application of the Litigation 

Manager, on notice to the Liquidation Trustee, the U.S. Trustee and the First Lien Agent, 

demonstrating the reasonableness of the request. 

Except as set forth in (a), (b) and (c) above, no portion of the Litigation Manager's fees are 

chargeable to or to be paid from any Liquidation Trust Assets (including any Daimler Proceeds). The Litigation 

Manager's reasonable out-of-pocket expenses are not subject to a monthly cap. For the avoidance of doubt, the 

Litigation Manager shall receive no compensation from the Winddown Funds or any other collateral of the 

Government DIP Lenders or the lender under the TARP Loan Agreement. 

5. Term 

The Litigation Manager's role shall be terminated at the earliest of: (a) the completion of the 

functions assigned to the Litigation Manager pursuant to the Plan; (b) if no successor to the Litigation Manager can 

be identified as set forth in Section IV.H.2.b, the resignation, removal, death or incapacity of the Litigation 

Manager; or (c) the entry of a Final Order or settlement in the Daimler Litigation resulting in no receipt of any 

Daimler Proceeds. 

6. Rights and Powers; Confidentiality 

a. Notwithstanding anything contained in the Plan to the contrary, the rights and powers of 

the Litigation Manager shall be strictly limited to those matters expressly enumerated in Section IV.H.3 (and as 

further set forth in the Litigation Manager Agreement) and such rights and powers may only be exercised in a 

manner consistent with the terms and conditions set forth therein. The Litigation Manager may not seek leave of 

court to expand its role beyond that set forth in Section IV.H.3 without the prior written consent of the Liquidation 

Trustee, which may be withheld in the Liquidation Trustee's sole and absolute discretion. 

b. The Litigation Manager is bound by: (i) the terms of the Plan and cannot seek to modify, 

terminate, alter or amend any terms of the Plan; and (ii) any and all orders entered in the Chapter 11 Cases and 

cannot seek to modify, terminate, alter, amend appeal or vacate any such orders, except the Bankruptcy Court orders 

entered in connection with the Daimler Litigation. 

c. Subject to the Litigation Manager Agreement, the Litigation Manager will, and will cause 

any of its representatives or professionals to maintain the confidentiality of (i) any information that is confidential, 

proprietary or otherwise not generally available to the public and that is furnished by or on behalf of the Liquidation 

Trust or (ii) all written or electronically stored documentation prepared by the Litigation Manager that is based on or 

reflects, in whole or in part, such information, unless such information is, in the Litigation Manager's reasonable 

discretion, necessary to be disclosed in connection with the Daimler Litigation. The Litigation Manager will not use 

any such confidential information other than in connection with the exercise of his or her rights, powers, privileges 

and duties pursuant to this Plan and the Litigation Manager Agreement. 

7. Indemnification 

 The Litigation Manager Agreement may include reasonable and customary indemnification 

provisions. Any such indemnification will be the sole responsibility of the Liquidation Trust and payable solely 

from the Daimler Fund, provided that if the Daimler Fund is insufficient to pay such indemnification, any 

indemnification that remains unpaid will be paid from the Additional Winddown Cost Escrow or other available 

funds. 

I. Limitations on Amounts to Be Distributed to Holders of Allowed Insured Claims 

Distributions under the Plan to each holder of an Allowed Insured Claim will be in accordance 

with the treatment provided under the Plan for the Class in which such Allowed Insured Claim is classified, but 

solely to the extent that such Allowed Insured Claim is not satisfied from proceeds payable to the holder thereof 

under any pertinent insurance policies and applicable law. Nothing in this Section IV.I shall constitute a waiver of 
 -30- 

any claims, obligations, suits, judgments, damages, demands, debts, rights, causes of action or liabilities that any 

Entity may hold against any other Entity, including the Debtors' insurance carriers. 

J. Termination of All Employee, Retiree and Workers' Compensation Benefits 

All existing employee benefit plans, retiree benefit plans and workers' compensation benefits not 

previously terminated by the Debtors, or assumed by the Debtors and assigned to New Chrysler, shall be terminated 

on or before the Effective Date, except as otherwise expressly provided in the Confirmation Order. 

K. Release of Liens 

Except as otherwise provided in the Plan, the Winddown Orders or in any contract, instrument, 

release or other agreement or document entered into or delivered in connection with the Plan, on the Effective Date 

and concurrently with the treatment provided for Claims and Interests in Article II, all mortgages, deeds of trust, 

Liens or other security interests against the Assets of any Estate shall be fully released and discharged, and all of the 

right, title and interest of any holder of such mortgages, deeds of trust, Liens or other security interests, including 

any rights to any collateral thereunder, shall be enforceable solely against the applicable Liquidation Trust Assets in 

accordance with and subject to the terms of the Plan or the Winddown Orders, provided that, for the avoidance of 

doubt, (1) the First Lien Agent's Lien on the First Lien Collateral remains fully perfected, non-voidable and 

enforceable after the Effective Date and (2) the Government DIP Lenders' Lien on the DIP Collateral remains fully 

perfected, non-voidable and enforceable after the Effective Date. 

L. Termination and Cancellation of Instruments, Securities and Other Documentation 

1. Bonds 

a. On the Effective Date, the Bond Indenture and the Bonds issued thereunder shall be 

deemed terminated, and be of no further force and effect, with respect to the Debtors. Subject to this 

Section IV.L.1.a, the holders of the Bonds shall have no rights against the Debtors arising from or relating to such 

instruments and other documentation, or the deemed termination thereof. The Debtors shall not have any continuing 

obligations or rights under the Bond Indenture and the Bonds issued thereunder, except with respect to any 

obligations to the Bondholders as holders of Allowed Claims in Class 3A and as otherwise set forth herein, provided 

that such deemed termination with respect to the Debtors shall not affect any rights and obligations arising from and 

in connection with the Bond Indenture and the Bonds by or among the Indenture Trustee, the Bondholders, Daimler, 

the Paying Agent and any other non-Debtor Entity such that the Bond Indenture and the Bonds shall be unaffected 

and continue with respect to such Entities for all other purposes, including, without limitation: 

i. as necessary to preserve, pursue or administer the rights, claims, liens and 

interests of the Indenture Trustee and the holders of Bondholder Claims under 

the Bond Indenture against non-Debtor third parties (including to preserve and 

pursue the claims, rights and interests of the Indenture Trustee and the 

Bondholders against Daimler, as guarantor, under the Daimler Bondholder 

Guaranty); and 

ii. to the extent necessary to allow the Indenture Trustee to receive distributions on 

behalf of the holders of Allowed Bondholder Claims pursuant to the Plan, and 

make distributions under the Bond Indenture, on account of Allowed 

Bondholder Claims. 

For the avoidance of doubt, nothing in the Plan shall affect the obligations of Daimler under, and the terms of, the 

Bond Indenture and the Daimler Bondholder Guaranty. 

b. Nothing herein shall impair the rights of the Indenture Trustee to enforce its charging 

liens, created in law or pursuant to the Bond Indenture, against property that otherwise would be distributed to the 

Bondholders. Without further action or order of the Bankruptcy Court, the charging liens of the Indenture Trustee 
 -31- 

shall attach to any property distributable to the holders of Allowed Bondholder Claims under the Plan with the same 

priority, dignity and effect that such Liens had on property distributable under the Bond Indenture. 

2. Equity Interests 

Except as set forth in Section II.B.9, the Equity Interest of all Debtors shall be deemed cancelled 

and of no further force and effect on the Effective Date. The holders of or parties to such cancelled securities and 

other documentation shall have no rights arising from or relating to such securities and other documentation or the 

cancellation thereof. 

M. Abandonment of Property 

1. Abandonment by Liquidation Trust 

a. Except as provided in Section IV.O, the Liquidation Trust, after consultation with the 

Government DIP Lenders (with respect to DIP Non-Liquidation Funds Collateral) or the First Lien Agent (with 

respect to First Lien Collateral), shall have (subject to Section IV.M.1.b) the right, in accordance with applicable 

law, to abandon in any commercially reasonable and lawful manner any Liquidation Trust Asset that: 

i. the First Lien Agent redesignates as a First Lien Excluded Asset pursuant to 

Section II.B.2.f.ii; 

ii. the Liquidation Trustee reasonably concludes is of inconsequential benefit to the 

Liquidation Trust or its creditors or beneficiaries, or is placing a burden on the 

Liquidation Trust and its resources; or 

iii. the Liquidation Trustee reasonably determines, at the conclusion of distributions 

or dissolution of the Liquidation Trust, to be too impractical to distribute. 

b. Any abandonment pursuant to Section IV.M.1.a above shall be effected by a separate 

order of the Bankruptcy Court under section 554 of the Bankruptcy Code, on proper notice to the relevant parties 

(including the Notice Parties). The treatment of Terminated Properties shall be subject to Section IV.O. 

c. Notwithstanding the foregoing, if the Class 3A Voting Condition is satisfied, the 

Liquidation Trust may not abandon the Daimler Fund, the Daimler Litigation or the Daimler Proceeds. 

2. Abandonment Claims 

If the abandonment of any Asset pursuant to an order of the Bankruptcy Court (as contemplated 

by Section IV.M.1) results in damages to a non-Debtor party, any Claim for such damages shall be forever barred 

and shall not be enforceable against the Debtors, the Liquidation Trust, the Liquidation Trustee, the Government 

DIP Lenders, the U.S., the First Lien Lenders, the First Lien Agent or their properties, successors and assigns, unless 

a proof of Claim is Filed and served upon counsel for the Liquidation Trust on or before 30 days after the entry of 

the order authorizing such abandonment. 

N. Effectuating Documents; Further Transactions; Exemption from Certain Transfer Taxes 

The Liquidation Trustee or its valid designee in accordance with the Liquidation Trust Agreement 

(or, with respect to the Daimler Litigation and in accordance with the Litigation Manager Agreement, the Litigation 

Manager) shall be authorized to (1) execute, deliver, file or record such contracts, instruments, releases and other 

agreements or documents and take such actions as may be necessary or appropriate to effectuate and implement the 

provisions of the Plan and (2) certify or attest to any of the foregoing actions. Pursuant to section 1146(a) of the 

Bankruptcy Code, the following shall not be subject to any stamp Tax, real estate transfer Tax, mortgage recording 

Tax, filing fee, sales or use Tax or similar Tax: (1) any Restructuring Transaction; (2) the execution and 

implementation of the Liquidation Trust Agreement, including the creation of the Liquidation Trust, any transfers of 

the Liquidation Trust Assets or other assets (if any) to or by the Liquidation Trust, including the sale, liquidation, 
 -32- 

transfer, foreclosure, abandonment or other disposition of the Liquidation Trust Assets (including any transfers to an 

Environmental Response Trust); or (3) the making or delivery of any deed or other instrument of transfer under, in 

furtherance of or in connection with the Plan, including any merger agreements, agreements of consolidation, 

restructuring, disposition, liquidation or dissolution, deeds, bills of sale or assignments, applications, certificates or 

statements executed or filed in connection with any of the foregoing or pursuant to the Plan, and any transfer of First 

Lien Collateral or the DIP Collateral to or from the Liquidation Trust in accordance with the terms of the Plan 

(including any transfers to an Environmental Response Trust). 

O. Environmental Reserve 

1. Establishment of Environmental Reserve 

On or before the Effective Date, the Environmental Reserve will be established. The Liquidation 

Trust will maintain separate sub-accounts in the Environmental Reserve for the Owned Property Reserve, the EPA 

Reserve and, if and when funded, the Keck Orphan Reserve. Further, within the Owned Property Reserve, the 

Liquidation Trust will maintain separate sub-accounts for the Allocated Shares for each of the Designated Owned 

Properties. 

2. Owned Property Reserve; Environmental Response Trusts; Abandonment 

a. Subject to the terms and conditions in this Section IV.O.2, the funds in the Owned 

Property Reserve will be available solely to address environmental clean-up of contamination at or migration from 

Terminated Properties, as well as administrative expenses associated with the Terminated Properties, except as 

otherwise expressly set forth below. For the avoidance of doubt, none of the funds in the Owned Property Reserve 

will be available for third party purchasers of any Owned Property. 

b. The Liquidation Trustee shall provide prompt written notice to the U.S. Treasury and the 

U.S. EPA of any sale or transfer of any Owned Property. If and when the Liquidation Trustee determines that an 

Owned Property cannot be sold or transferred to a third party (including to a secured creditor) and that marketing of 

such property is concluded, the Liquidation Trustee will promptly notify the U.S. Treasury and the U.S. EPA in 

writing that such property has been designated as a Terminated Property; provided that the Liquidation Trustee shall 

not designate any property that is First Lien Collateral as a Terminated Property until the First Lien Agent has 

designated such property as a First Lien Excluded Asset. 

c. With respect to any Environmental Response Trust Property, the Liquidation Trust will 

not seek to abandon such property, but instead will enter into an Environmental Response Trust Agreement with the 

relevant environmental authorities providing for transfer of the property to an Environmental Response Trust. 

The provision of funding to any Environmental Response Trust from the Owned Property Reserve is contingent 

upon (i) the relevant environmental authorities entering into an Environmental Response Trust Agreement in 

substantially the form of Plan Exhibit X.A.93C and one or more settlement agreements that resolve the relevant 

environmental authorities' claims against the Debtors and the Liquidation Trust with respect to the applicable 

Environmental Response Trust Property, (ii) approval of the Environmental Response Trust Agreement and related 

settlement agreements by the Bankruptcy Court and (iii) obtaining any other necessary regulatory approvals. When 

the preceding conditions have been met, the Liquidation Trust will simultaneously transfer to the Environmental 

Response Trust established by the relevant Environmental Response Trust Agreement: (i) the applicable 

Environmental Response Trust Property; and (ii) the Allocated Share of the Owned Property Reserve for that 

Environmental Response Trust Property (subject to Section IV.O.2.e.iv for any Terminated Other Property), less any 

permitted deductions as set forth below. For the avoidance of doubt, neither the Environmental Response Trust 

Agreement nor any associated settlement agreement will be finalized and signed with respect to any Environmental 

Response Trust Property before it has been designated as a Terminated Property. Pending approval of any 

Environmental Response Trust Agreement and the related settlement, the carrying costs associated with the 

Environmental Response Trust Property at issue will be funded from the Allocated Share in the Owned Property 

Reserve with respect to such property, subject to prior written notice to the relevant environmental authorities 

(provided further that no costs for environmental clean-up will be paid from the Allocated Share during this period 

without the prior written approval of the applicable environmental authorities). For the avoidance of doubt, any 

carrying costs, including carrying costs related to compliance with the environmental laws, associated with an 
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Unsold Property prior to the date on which such Unsold Property has been designated a Terminated Property 

pursuant to Section IV.O.2.b, or prior to the conclusion of the Abandonment Period for First Lien Collateral, shall 

not be funded from the funds in the Owned Property Reserve. All costs of transfer of any Environmental Response 

Trust Property to an Environmental Response Trust, including recording fees and transfer Taxes, if any, shall be 

paid from the Allocated Share in the Owned Property Reserve with respect to such property. If for any reason the 

conditions to transfer an Environmental Response Trust Property to an Environmental Response Trust are not met 

after the good faith efforts of the Liquidation Trust and the environmental authorities, the Environmental Response 

Trust Property may be treated as an Abandonment Property subject to Section IV.O.2.d. 

d. With respect to any Abandonment Property, the Liquidation Trust may abandon such 

property consistent with Section IV.M.1 and in accordance with the terms of a separate settlement agreement 

between the Liquidation Trust and the relevant environmental authorities that (i) is approved by the Bankruptcy 

Court and (ii) provides, inter alia, (A) for the direct payment of the Allocated Share with respect to such 

Abandonment Property to a designated Site Specific Account (subject to Section IV.O.2.e.iv for any Terminated 

Other Property) and (B) continued rights of access to the relevant Abandonment Property for both the relevant state 

environmental authorities and the U.S. EPA for the purpose of conducting environmental clean-up activities at the 

property. Pending approval of any abandonment and the related settlement agreement, and with respect to any 

Abandonment Property that is First Lien Collateral only from and after the conclusion of the Abandonment Period, 

the carrying costs associated with the Abandonment Property at issue will be funded from the Allocated Share in the 

Owned Property Reserve with respect to such property, subject to prior written notice to the relevant environmental 

authorities (provided further that no costs for environmental clean-up will be paid from the Allocated Share during 

this period without the prior written approval of the applicable environmental authorities). If no settlement 

agreement is reached with respect to the treatment of an Abandonment Property after the good faith efforts of the 

Liquidation Trust and the environmental authorities, the Liquidation Trust may seek to abandon the property under, 

and subject to, the terms of Section IV.M.1. 

e. With respect to any Terminated Other Property, if the relevant environmental authorities 

determine that there are environmental clean-up costs that they believe legally must be incurred in the event of an 

abandonment contemplated by Section IV.M.1, then before the Liquidation Trust may abandon the property under 

Section IV.M.1, the Liquidation Trust must first negotiate in good faith with the relevant environmental authorities 

as to whether such property should be designated an Environmental Response Trust Property (in which case, such 

property shall be subject to the provisions of Section IV.O.2.c) or an Abandonment Property (in which case, such 

property shall be subject to the provisions of Section IV.O.2.d), as well as negotiating the amount of the Allocated 

Share for such property, subject to the following: 

i. The Allocated Share for any Terminated Other Property may not exceed, but 

may be equal to or less than, the Allocated Share Cap for such property. 

ii. If, at the time that an Owned Other Property is designated as a Terminated 

Property, all of the Designated Owned Properties remain Unsold Designated 

Properties, then the Liquidation Trust may enter into a settlement agreement that 

provides for payments to be made on account of such Terminated Other 

Property (A) subsequent to its abandonment, and (B) contingent upon one or 

more Designated Owned Properties later being sold or transferred to a third 

party (thereby creating an Unused Allocated Share). Any such settlement 

agreement shall provide for payment (if any) of the Allocated Share associated 

with such property in accordance with the provisions of Section IV.O.2.e.iv and 

the other relevant provisions hereof. 

iii. The Liquidation Trust may decline to enter into a settlement agreement with 

respect to a Terminated Other Property if, at the time that such property is 

designated as a Terminated Property, all of the Designated Owned Properties 

have been designated as Terminated Properties and all of the Allocated Shares 

for all of the Designated Owned Properties thus have been (or will be) 

transferred to an Environmental Response Trust or a Site Specific Account 

pursuant to Sections IV.O.2.c and IV.O.2.d, respectively. 
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iv. If, at the time a settlement agreement with respect to a Terminated Other 

Property is approved, the Unused Allocated Share is less than the Unsold Other 

Property Aggregate, then the Liquidation Trust will transfer to the 

Environmental Response Trust or the Site Specific Account, as applicable, the 

Pro Rata share of the Owned Property Reserve associated with such Terminated 

Other Property, rather than the full Allocated Share, provided that each time a 

transaction or agreement results in an increase in the Pro Rata share for such 

Terminated Other Property, the Liquidation Trust shall transfer to the applicable 

Environmental Response Trust or Site Specific Account the differential between 

the original Pro Rata share and the increased Pro Rata share, so long as (A) the 

total amount transferred on account of such Terminated Other Property does not 

exceed its Allocated Share and (B) in connection with the sale or transfer of the 

Kenosha Property to a third party (other than an Environmental Response Trust), 

the Keck Orphan Reserve must first be funded consistent with the terms of 

Section IV.O.2.f). By way of example, a Pro Rata share for a particular 

Terminated Other Property may increase if (A) a Designated Owned Property is 

sold or transferred to a third party (other than an Environmental Response 

Trust), thereby increasing the Unused Allocated Share; (B) an Other Owned 

Property is sold or transferred to a third party, thereby reducing the Unsold 

Other Property Aggregate; or (C) a settlement is approved establishing an 

Allocated Share that is below the Allocated Share Cap for that property, thereby 

reducing the Unsold Other Property Aggregate. 

v. If no settlement agreement is reached with respect to the treatment of a 

Terminated Other Property, the Liquidation Trust may seek to abandon the 

property under, and subject to, the terms of Section IV.M.1. 

f. If and when a Designated Owned Property (other than a Terminated Property) is sold or 

otherwise transferred to a third party by the Liquidation Trust, the Allocated Share for that property shall remain in 

the Owned Property Reserve and such funds shall be distributed as follows: (i) first, if the Kenosha Property is sold 

or transferred to a third party, the Liquidation Trust shall immediately, and before making any other distributions, 

transfer $500,000 of the Allocated Share for the Kenosha Property to the Keck Orphan Reserve; (ii) second, if there 

is a deficit in funding a settlement with respect to a Terminated Other Property, additional funds shall be distributed 

in accordance with Section IV.O.2.e.iv; (iii) third, if there is an Excess Reserve Amount, the Liquidation Trust shall 

distribute such Excess Reserve Amount to the EPA Reserve up to the maximum aggregate additional amount of 

$1.5 million; and (iv) fourth, if there is any Excess Reserve Amount after distributing the maximum aggregate 

additional amount of $1.5 million to the EPA Reserve, the Liquidation Trust shall pay any remaining Excess 

Reserve Amount to the Government DIP Lenders on a Pro Rata basis. If there is ever an Excess Reserve Amount 

for any reason other than the sale or transfer of a Designated Owned Property (e.g., the sale of an Other Owned 

Property), such Excess Reserve Amount shall be distributed consistent with items (iii) and (iv) of this 

Section IV.O.2.f. 

g. If a Transferred Property is sold by an Environmental Response Trust, any net proceeds 

of such sale received by the Environmental Response Trust will be utilized consistent with the priority of payments 

in Section IV.O.2.f. Each Environmental Response Trust Agreement shall contain terms consistent with the 

foregoing sentence. Notwithstanding the foregoing, for any Transferred Property that is First Lien Collateral, to the 

extent that the First Lien Lenders' Liens on the Transferred Property are not waived, released or extinguished, then 

all amounts spent by the Environmental Response Trust or a local municipality or state agency (as applicable) with 

respect to the environmental clean-up of such Transferred Property — including but not limited to all administrative 

expenses of the Environmental Response Trust and all costs and expenses of the Environmental Response Trust 

Trustee (as set forth in the Environmental Response Trust Agreement) — and all other amounts that, if expended by 

the Debtors, would constitute "Covered Costs" shall be treated as Covered Costs that shall be recovered by the 

Environmental Response Trust, the local municipality or the state agency (as applicable) from the net proceeds of 

any sale of such Transferred Property prior to any other use or distribution of such proceeds, including distributions 

to the First Lien Lenders, provided that such net proceeds, less such amounts constituting Covered Costs, are 

indefeasibly paid to the First Lien Agent as required by paragraphs 8 and 16 of the First Lien Winddown Order. 
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Likewise, for any Abandonment Property that constitutes First Lien Collateral and that is abandoned as set forth 

herein, to the extent that the First Lien Lenders' Liens on the property are not waived, released or extinguished, all 

amounts spent by the local municipalities or state agencies (as applicable) with respect to the environmental clean up 

of such Abandonment Property and all other amounts that, if expended by the Debtors, would constitute "Covered 

Costs" shall be treated as Covered Costs that shall be recovered by the local municipalities or state agencies (as 

applicable) from the net proceeds of any sale of such Abandonment Property prior to any other use or distribution of 

such proceeds, including distributions to the First Lien Lenders, provided that such net proceeds, less such amounts 

constituting Covered Costs, are indefeasibly paid to the First Lien Agent as required by paragraphs 8 and 16 of the 

First Lien Winddown Order. In no event, shall the First Lien Agent or the First Lien Lenders have any liability or 

obligation for any amount expended by the Environmental Response Trust, or any local municipality or state 

agency. Subject to the foregoing and the other terms of the Plan, the terms of the First Lien Winddown Order shall 

remain in full force and effect. 

h. The payments described in this Section IV.O.2 will be made solely from the Owned 

Property Reserve and not from any other Trust Account or other funds; provided, however, that any Daimler 

Proceeds may be used to fund projected deficiencies in the Owned Property Reserve consistent with 

Section IV.G.2.b.ix and the other terms of the Plan. 

i. For the avoidance of doubt, the Liquidation Trust and the Liquidation Trustee shall have 

no obligations or responsibilities of any kind for or with respect to (i) any Transferred Property held by an 

Environmental Response Trust, except the obligations hereunder to transfer funds from the Owned Property Reserve 

to the Environmental Response Trust and any obligations under the relevant Environmental Response Trust 

Agreement and any related settlement agreement; and (ii) any Abandonment Property after the Bankruptcy Court's 

approval of abandonment, except the obligations hereunder to transfer the funds from the Owned Property Reserve 

to a Site Specific Account and except any liabilities and obligations explicitly reserved under, or imposed by, a 

related settlement agreement. Transferred Properties and Abandonment Properties (upon abandonment) are not 

Trust Properties. 

3. Keck Orphan Reserve 

a. The Keck Orphan Reserve will be available solely to fund any settlement between the 

Liquidation Trust and WDNR with respect to any administrative expenses and obligations of the Estates or the 

Liquidation Trust relating to the Keck Farm Property, including expenses and obligations relating to the past 

disposal, discharge or release of contamination at or from the Keck Farm Property. The Keck Orphan Reserve shall 

only be funded if and when the Kenosha Property is sold or transferred to a third party, in accordance with 

Sections IV.O.2.f or IV.O.2.g. Any payments to WDNR on account of a settlement of any administrative expenses 

and obligations with respect to the Keck Farm Property will be made solely from the Keck Orphan Reserve and not 

from any other Trust Account or other funds. 

b. As a condition of the funding of the Keck Orphan Reserve, WDNR must acknowledge in 

writing that it will not File or pursue a separate Administrative Claim or other Priority Claim with respect to the 

Keck Farm Property, nor will WDNR separately seek to enforce any obligations against the Liquidation Trust with 

respect to the Keck Farm Property, and will pursue such rights and enforce such obligations only through a 

settlement with the Liquidation Trust to be paid by the Keck Orphan Reserve. Likewise, WDNR will not be 

required to File any Administrative Claim or Priority Claim as a prerequisite to entering into a settlement agreement 

to obtain funds from the Keck Orphan Reserve in resolution of any such Claims and related rights in respect of the 

Keck Farm Property. The Liquidation Trust and WDNR will negotiate in good faith to pursue a settlement relating 

to the Keck Farm Property. 

c. If (i) WDNR Files or pursues a separate Administrative Claim or Priority Claim with 

respect to the Keck Farm Property, (ii) WDNR and the Liquidation Trust do not enter into a settlement agreement 

that resolves any Administrative Claims or other obligations of the Liquidation Trust with respect to the Keck Farm 

Property or (iii) any such settlement agreement with respect to the Keck Farm Property is not finalized and 

implemented, any funds in the Keck Orphan Reserve will be promptly paid to the Government DIP Lenders on a Pro 

Rata basis. Likewise, if a settlement agreement is implemented that provides for payment of only a portion of the 
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Keck Orphan Reserve to WDNR, the remaining unused funds in the Keck Orphan Reserve will be promptly paid to 

the Government DIP Lenders on a Pro Rata basis. 

d. Except to the extent otherwise provided in any settlement with the WDNR, after payment 

of any settlement amount to WDNR from the Keck Orphan Reserve, WDNR may continue to pursue its General 

Unsecured Claims in the Chapter 11 Cases, including General Unsecured Claims with respect to the Keck Farm 

Property, and the Debtors or the Liquidation Trust may object to any such Claims on any and all available grounds. 

4. EPA Reserve 

a. The EPA Reserve will be available solely to fund any settlement with the U.S. EPA with 

respect to any administrative expenses and obligations of the Estates or the Liquidation Trust relating to the Behr 

Dayton Site. Any payment to the U.S. EPA on account of a settlement of any administrative expenses and 

obligations for the Behr Dayton Site will be paid solely from the EPA Reserve and not from any other Trust 

Account or other funds; provided, however, that any Excess Reserve Amount may be used to fund up to an 

additional $1.5 million into the EPA Reserve as set forth in Section IV.O.2.f and Section IV.O.2.g, such that the 

total amount in the EPA Reserve could be as much as $2 million as a maximum amount. 

b. The U.S. EPA will not be required to File any Administrative Claim or Priority Claim as 

a prerequisite to entering into a settlement agreement to obtain funds from the EPA Reserve in resolution of such 

Claims and related rights relating to the Behr Dayton Site. The Liquidation Trust and the U.S. EPA will negotiate in 

good faith to pursue a settlement of relating to the Behr Dayton Site. 

c. If the U.S. EPA and the Liquidation Trust do not enter into a settlement agreement that 

resolves any Administrative Claims and other obligations with respect to the Behr Dayton Site, or if such settlement 

agreement is not finalized and implemented, the funds in the EPA Reserve will be promptly paid to the Government 

DIP Lenders on a Pro Rata basis. Likewise, if a settlement agreement is implemented that provides for payment of 

only a portion of the EPA Reserve, the remaining unused funds in the EPA Reserve will be promptly paid to the 

Government DIP Lenders on a Pro Rata basis 

d. Except to the extent otherwise provided in any settlement with the U.S. EPA, after 

payment of any settlement amount from the EPA Reserve to the U.S. EPA, the U.S. EPA may continue to pursue its 

General Unsecured Claims in the Chapter 11 Cases, including General Unsecured Claims with respect to the Behr 

Dayton Site, and the Debtors or the Liquidation Trust may object to any such Claims on any and all available 

grounds. 

5. Other Environmental Claims 

Except as otherwise set forth herein or in any future settlement or Environmental Response Trust 

Agreement, nothing herein will impact the ability of environmental authorities to pursue their Claims against the 

Debtors' Estates or the rights of the Debtors or the Liquidation Trust to object to such Claims on any and all 

available grounds. 

ARTICLE V. 

PROVISIONS GOVERNING DISTRIBUTIONS 

A. Distributions for Claims Allowed as of the Effective Date 

Except as otherwise provided in Article II and Article V, distributions of Cash to be made on the 

Effective Date to holders of Claims as provided by Article II that are Allowed as of the Effective Date shall be 

deemed made on the Effective Date if made on the Effective Date or as promptly thereafter as practicable, but in any 

event no later than: (1) 60 days after the Effective Date; or (2) with respect to any particular Claim, such later date 

when the applicable conditions of Section V.D.2 (regarding undeliverable distributions) are satisfied. Distributions 

on account of Claims that become Allowed Claims after the Effective Date will be made pursuant to Section V.E. 
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B. Method of Distributions to Holders of Allowed Claims 

1. Subject to Section V.B.4, the Liquidation Trustee in his capacity as Disbursing Agent, or such 

Third Party Disbursing Agents as the Liquidation Trustee may employ in the Liquidation Trustee's sole discretion, 

will make all distributions of Cash required under the Plan. To assist in making distributions, the funds in any 

applicable Liquidation Account may be transferred to one or more distribution accounts in the name of the 

Liquidation Trust or a Third Party Disbursing Agent as part of the distribution process. 

2. Each Third Party Disbursing Agent will serve without bond, and any Third Party Disbursing 

Agent may employ or contract with other Entities to assist in or make the distributions required by the Plan. The 

duties of any Third Party Disbursing Agent shall be set forth in the applicable agreement retaining such Third Party 

Disbursing Agent. 

3. Non-Cash distributions under the Plan (e.g., transfers of collateral to the Collateral Trustee on 

behalf of the First Lien Lenders, or to other holders of Allowed Secured Claims) will be made by the Liquidation 

Trust pursuant to and consistent with the terms of the Plan and applicable law. 

4. The Liquidation Trustee will make distributions on account of Allowed Bondholder Claims to the 

Indenture Trustee, which shall administer such distributions to the holders of Allowed Bondholder Claims in 

accordance with the terms of the Bond Indenture. The reasonable fees and expenses of the Indenture Trustee 

incurred in connection with the distributions described in this Section V.B will be paid by the Liquidation Trustee 

without further application to or order of the Bankruptcy Court and consistent with Section V.C. 

C. Compensation and Reimbursement for Services Related to Distributions 

Each Third Party Disbursing Agent and the Indenture Trustee providing services related to 

distributions pursuant to the Plan will receive from the Additional Winddown Cost Escrow, the General Unsecured 

Claim Reserve or other available funds, without further Bankruptcy Court approval, reasonable compensation for 

such services and reimbursement of reasonable out-of-pocket expenses incurred in connection with such services. 

These payments will be made on terms agreed to by the Liquidation Trustee and will not be deducted from 

distributions (including any distributions of Cash Investment Yield) to be made pursuant to the Plan to holders of 

Allowed Claims receiving distributions from a Third Party Disbursing Agent or the Indenture Trustee. To assist in 

making distributions under the Plan, the applicable Liquidation Accounts may be held in the name of one or more 

Third Party Disbursing Agents for the benefit of holders of Allowed Claims under the Plan, or the funds in any 

Liquidation Accounts may be transferred to distribution accounts. The Third Party Disbursing Agents will invest 

the Cash in the Liquidation Accounts as directed by the Liquidation Trustee in accordance with the Debtors' 

investment and deposit guidelines; provided, however, that should the Liquidation Trustee determine, in the 

Liquidation Trustee's sole discretion, that the administrative costs associated with such investment will exceed the 

return on such investment, he may direct the Third Party Disbursing Agent to not invest such Cash. Where 

applicable, distributions of Cash from accounts held by Third Party Disbursing Agents will include a Pro Rata share 

of the Cash Investment Yield, if any, from such investment of Cash. 

D. Delivery of Distributions and Undeliverable or Unclaimed Distributions 

1. Delivery of Distributions 

Distributions to holders of Allowed Claims will be made by a Disbursing Agent: (a) at the 

addresses set forth on the respective proofs of Claim, proof of Administrative Priority Claim or similar document 

Filed by holders of such Claims; (b) at the address for a Claim transferee set forth in a valid notice of transfer of 

Claim completed prior to the Distribution Record Date; (c) at the addresses set forth in any written certification of 

address change delivered to the Disbursing Agent (including pursuant to a letter of transmittal delivered to a 

Disbursing Agent) after the date of Filing of any related proof of Claim, proof of Administrative Priority Claim or 

similar document Filed by holders of such Claims; (d) at the addresses reflected in the applicable Debtor's Schedules 

if no proof of Claim has been Filed and the Disbursing Agent has not received a written notice of a change of 

address; or (e) if clauses (a) through (d) are not applicable, at the last address directed by such holder in a Filing 
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made after such Claim becomes an Allowed Claim. Distributions to the Government DIP Lenders as the holders of 

Allowed Administrative Claims and Allowed Secured Claims will be made on a Pro Rata basis. 

2. Undeliverable Distributions Held by Disbursing Agents 

a. Holding of Undeliverable Distributions 

Subject to Section V.D.2.c, distributions of Cash returned to a Disbursing Agent or otherwise 

undeliverable will remain in the applicable Liquidation Account for the benefit of the claimants to whom such 

distributions were intended to be made. At the option of the Liquidation Trustee, non-Cash distributions returned to 

a Disbursing Agent may be either (i) held by the Liquidation Trust for the benefit of the claimants to whom such 

distributions were intended to be made or (ii) if the assets impose any potential costs or liabilities on the Liquidation 

Trust, abandoned under Section IV.M.1. 

b. After Distributions Become Deliverable 

i. No later than each Periodic Distribution Date, the applicable Disbursing Agent 

will make all distributions that become deliverable to holders of Allowed Claims during the preceding calendar 

quarter; provided, however, that the Liquidation Trustee may, in its sole discretion, establish a record date prior to 

each Periodic Distribution Date, such that only Claims Allowed as of the record date will participate in such periodic 

distribution. Notwithstanding the foregoing, the Liquidation Trustee shall have the right, to the extent it determines 

that a distribution on account of an Allowed General Unsecured Claim on any Periodic Distribution Date is 

uneconomical or unfeasible, or is otherwise unadvisable, to postpone a Periodic Distribution Date until the next 

Periodic Distribution Date or until the Final Distribution Date. 

ii. Each distribution of Cash that becomes deliverable pursuant to this 

Section V.D.2.b will include to the extent applicable a Pro Rata share of the Cash Investment Yield from the 

investment of any undeliverable Cash from the date that such distribution would have first been made under the Plan 

had it then been deliverable to the date that such distribution becomes deliverable. 

c. Failure to Claim Undeliverable Distributions 

Any holder of an Allowed Claim that does not assert a claim pursuant to the Plan for an 

undeliverable distribution to be made by a Disbursing Agent within 120 days after the later of (i) the Effective Date 

and (ii) the last date on which a distribution was deliverable to such holder shall have its claim for such 

undeliverable distribution deemed satisfied, waived and released and shall be forever barred from asserting any such 

claim against the Debtors, the Liquidation Trust or their respective Assets or property, including the Liquidation 

Trust Assets. In such cases, unclaimed distributions will be maintained in the applicable Liquidation Account for 

redistribution to other claimants entitled to distribution from such Liquidation Account, or to make other payments, 

in accordance herewith. Nothing contained in the Plan shall require any Debtor, the Liquidation Trustee or any 

Third Party Disbursing Agent to attempt to locate any holder of an Allowed Claim. 

E. Timing and Calculation of Amounts to Be Distributed 

1. Distributions to Holders of Allowed Claims Other Than Allowed General Unsecured Claims 

Subject to Sections V.A and V.E.2, on the Effective Date, each holder of an Allowed Claim other 

than an Allowed General Unsecured Claim will receive the full amount of the distributions that the Plan provides for 

such Allowed Claims in the applicable Class. No later than each Periodic Distribution Date, distributions also will 

be made to holders of Disputed Claims in any such Class that were allowed during the preceding calendar quarter. 

Such periodic distributions also will be in the full amount that the Plan provides for Allowed Claims in the 

applicable Class. 
 -39- 

2. Distributions to Holders of Allowed Priority Tax Claims and Certain Allowed Secured 

Claims 

The Debtors reserve the right to elect to make distributions to each holder of (a) an Allowed Priority Tax 

Claim or (b) an Allowed Secured Claim that otherwise would meet the description of an Allowed Priority Tax Claim 

but for the secured status of that Allowed Secured Claim, by making regular installment payments in Cash in 

accordance with sections 1129(a)(9)(C) and 1129(a)(9)(D) of the Bankruptcy Code. If this election is made, 

payments will be made in equal quarterly installments of principal (commencing on the later of the first Periodic 

Distribution Date or the first Periodic Distribution Date following the date such Claim becomes an Allowed Claim 

and ending no later than the fifth anniversary of the Petition Date), plus interest accruing from the Effective Date on 

the unpaid portion of each Allowed Claim (at such interest rate and upon such other terms determined by the 

Bankruptcy Court to provide the holder of such Claim with deferred Cash payments having a total value, as of the 

Effective Date, equal to the Allowed amount of such Claim, and consistent with section 511 of the Bankruptcy 

Code). Notwithstanding any such election under this Section V.E.2, the Liquidation Trustee will have the right to 

pay any remaining balance of any Allowed Priority Tax Claim or Allowed Secured Claim (plus interest accrued in 

accordance with this Section V.E.2) in full at any time after the Effective Date without premium or penalty. 

3. Distributions to Holders of Allowed General Unsecured Claims 

a. Conditions to Distribution 

Unless the Class 3A Voting Condition is satisfied and the Available Net Daimler Proceeds exceed 

the Minimum Distribution Threshold, no distributions will be made to holders of Allowed General Unsecured 

Claims. 

b. Initial Distributions 

On the first Periodic Distribution Date that is at least 45 days after the Daimler Proceeds Receipt 

Date, each holder of an Allowed General Unsecured Claim as of the Daimler Proceeds Receipt Date will receive its 

Pro Rata share of the Available Net Daimler Proceeds. On each Periodic Distribution Date thereafter, each holder of 

a Disputed General Unsecured Claim that became an Allowed Claim during the preceding calendar quarter will 

receive its Pro Rata share of the Available Net Daimler Proceeds. 

c. Additional Periodic Distributions 

On each Periodic Distribution Date during the 12 months following the Daimler Proceeds Receipt 

Date, each fourth Periodic Distribution Date thereafter and the Final Distribution Date, any Allowed General 

Unsecured Claim that previously received a distribution under the Plan will receive a Catch-Up Distribution; 

provided that the Liquidation Trustee shall have the right, in its sole discretion, to make Catch-Up Distributions 

more frequently. 

d. Periodic Record Date; Postponements 

The Liquidation Trustee may, in its sole discretion, establish a record date prior to each Periodic 

Distribution Date, such that only Claims Allowed as of that record date shall participate in such periodic distribution. 

Notwithstanding the foregoing, the Liquidation Trustee shall have the right, to the extent that it determines that a 

distribution on any Periodic Distribution Date is uneconomical or unfeasible, or is otherwise unadvisable, to 

postpone a Periodic Distribution Date. 

4. No Postpetition Interest on Claims 

Except as expressly provided in the Plan, the Confirmation Order or any contract, instrument, 

release, settlement or other agreement entered into in connection with the Plan, or as required by applicable 

bankruptcy law, Postpetition Interest shall not accrue on account of any Claim. For the avoidance of doubt, Allowed 

Secured Tax Claims will accrue Postpetition Interest if and to the extent that such Claims are oversecured. 
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5. No Post-Effective Date Interest on Claims 

Except to the extent provided in Sections V.D.2.b.ii and V.E.2, or with respect to Administrative 

Tax Claims to the extent required by law, post-Effective Date interest shall not accrue on account of any Claim, and 

the Liquidation Trustee will not distribute post-Effective Date interest on account of any Claim. 

6. No De Minimis Distributions 

Except as otherwise directed by the Liquidation Trustee, no Disbursing Agent shall distribute 

Cash to the holder of an Allowed Claim if the total aggregate amount of Cash to be distributed on account of such 

Claim is less than $100. Any holder of an Allowed Claim on account of which the total aggregate amount of Cash 

to be distributed is less than $100 shall have its Claim for such distribution deemed satisfied, waived and released 

and shall be forever barred from asserting any such Claim against the Debtors, the Liquidation Trust, the Liquidation 

Trustee or the Litigation Manager, or their respective Assets or property, including the Liquidation Trust Assets. 

Any Cash not distributed pursuant to this Section V.E.6: (a) with respect to Claims other than Allowed General 

Unsecured Claims, will be returned to the applicable Liquidation Account subject to treatment pursuant to the Plan; 

or (b) with respect to Allowed General Unsecured Claims, will be retained in the Additional Proceeds Account for 

redistribution Pro Rata to holders of Allowed General Unsecured Claims. 

7. Fractional Dollars 

Notwithstanding anything herein, the Liquidation Trust shall not be required to make distributions or 

payments of fractions of dollars. Whenever any payment of a fraction of a dollar otherwise would be required 

hereunder, the actual payment made shall be rounded to the nearest whole dollar (up or down), with half dollars 

being rounded down. 

F. Distribution Record Date 

1. As of the close of business on the Distribution Record Date, the various transfer registers for each 

of the Classes of Claims or Equity Interests as maintained by the Debtors, their agents or the Indenture Trustee, shall 

be deemed closed and there shall be no further changes in the record holders of any of such Claims or Equity 

Interests. A Debtor, a Disbursing Agent or the Indenture Trustee, as applicable, shall have no obligation to 

recognize the transfer of, or the sale of any participation in, any Allowed Claim that occurs after the Distribution 

Record Date and shall be entitled for all purposes herein to recognize and make distributions only to those holders of 

Allowed Claims that are holders of such Claims, or participants therein, as of the Distribution Record Date. 

2. Except as otherwise provided in a Final Order, the transferees of Claims that are transferred 

pursuant to Bankruptcy Rule 3001 prior to the Distribution Record Date shall be treated as the holders of such 

Claims for all purposes, notwithstanding that any period provided by Bankruptcy Rule 3001 for objecting to such 

transfer has not expired by the Distribution Record Date. 

G. Means of Cash Payments 

Except as otherwise specified herein, Cash payments made pursuant to the Plan shall be in U.S. 

currency by checks drawn on the applicable Liquidation Account or, at the option of the Liquidation Trustee, by 

wire transfer from a domestic bank; provided, however, that Cash payments to foreign holders of Allowed Claims 

may be made, at the option of the Liquidation Trustee, in such funds and by such means as are necessary or 

customary in a particular foreign jurisdiction. 

H. Foreign Currency Exchange Rate 

Except as otherwise provided in the Plan or a Bankruptcy Court order, as of the Effective Date, 

any General Unsecured Claim asserted in a currency other than U.S. dollars shall automatically be deemed 

converted to the equivalent U.S. dollar value using the exchange rate as of April 29, 2009, as set forth in the Federal 

Reserve Statistical Release for such date. 
 -41- 

I. Establishment of Reserves 

The Liquidation Trustee may establish any reserves that it deems necessary or advisable to make 

distributions to holders of Allowed Claims or otherwise to satisfy the Liquidation Trust's obligations under the Plan, 

including the creation of one or more reserves for Disputed Claims. 

J. Withholding and Reporting Requirements 

1. In connection with the Plan, to the extent applicable, each Disbursing Agent will comply with all 

applicable Tax withholding and reporting requirements imposed on it by any governmental unit and all distributions 

pursuant to the Plan will be subject to applicable Tax withholding and reporting requirements. Notwithstanding any 

provision in the Plan to the contrary, each Disbursing Agent will be authorized to take any actions that may be 

necessary or appropriate to comply with such Tax withholding and reporting requirements, including, without 

limitation, liquidating a portion of the distribution to be made under the Plan to generate sufficient funds to pay 

applicable withholding Taxes or establishing any other mechanisms the Disbursing Agent believes are reasonable 

and appropriate, including requiring Claim holders to submit appropriate Tax and withholding certifications. To the 

extent any Claim holder fails to submit appropriate Tax and withholding certifications as required by the Disbursing 

Agent, such Claim holder's distribution may, in the Disbursing Agent's reasonable discretion, be deemed 

undeliverable and subject to Section V.D.2. 

2. Notwithstanding any other provision of the Plan, each Entity receiving a distribution of Cash 

pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any Tax 

obligations imposed on it by any governmental unit on account of the distribution, including income, withholding 

and other Tax obligations. 

3. The Debtors reserve the right to allocate and distribute all distributions made under the Plan in 

compliance with all applicable wage garnishments, alimony, child support and other spousal awards, Liens and 

similar encumbrances. 

K. Setoffs 

Except with respect to claims of a Debtor released pursuant to the Plan or any contract, instrument, 

release or other agreement or document entered into or delivered in connection with the Plan, the Liquidation 

Trustee as Disbursing Agent or a Third Party Disbursing Agent may, pursuant to section 553 of the Bankruptcy 

Code or applicable nonbankruptcy law, set off against any Allowed Claim and the distributions to be made pursuant 

to the Plan on account of the Claim(s) (before any distribution is made on account of the Claim), rights and Causes 

of Action of any nature that the applicable Debtor may hold against the holder of the Allowed Claim; provided, 

however, that neither the failure to effect a setoff nor the allowance of any Claim hereunder shall constitute a waiver 

or release by the applicable Debtor of any claims, rights and Causes of Action that the Debtor may possess against 

the Claim holder. For the avoidance of doubt, nothing in the Plan shall (1) impair creditors' rights of setoff to the 

extent (a) valid under applicable nonbankruptcy law and section 553 of the Bankruptcy Code and preserved by the 

assertion of such rights in a timely filed proof of claim or (b) permitted under section 362(b)(26) of the Bankruptcy 

Code; (2) impair any right of any party under applicable bankruptcy or non-bankruptcy law to assert setoff or 

recoupment as a defense; (3) create any right to assert setoff or recoupment as a defense or otherwise; or (4) impair 

any right the Debtors or the Liquidation Trust may have under applicable bankruptcy or non-bankruptcy law to 

contest the assertion of setoff or recoupment on any and all available grounds. 

L. Application of Distributions 

To the extent applicable, all distributions to a holder of an Allowed Claim shall apply first to the 

principal amount of such Claim until such principal amount is paid in full and then to any interest accrued on such 

Claim prior to the Petition Date, and the remaining portion of such distributions, if any, shall apply to any interest 

accrued on such Claim after the Petition Date. 
 -42- 

ARTICLE VI. 

PROCEDURES FOR RESOLVING DISPUTED CLAIMS 

A. Treatment of Disputed Claims 

1. ADR Procedures 

At the Debtors' or, after the Effective Date, the Liquidation Trustee's option, any Disputed Claim 

may be submitted to the ADR Procedures in accordance with the terms of the ADR Procedures, if any. Disputed 

Claims not resolved through the ADR Procedures, if any, will be resolved pursuant to the Plan. 

2. Disputed Insured Claims 

The resolution of Disputed Insured Claims pursuant to this Section VI.A will be subject to the 

provisions of Section IV.I. 

3. No Distributions Pending Allowance 

Notwithstanding any other provision of the Plan, no payments or distributions shall be made on 

account of a Disputed Claim until such Claim becomes an Allowed Claim, if ever. 

4. Recourse 

Except as expressly provided in Sections II.A.1.c and II.B.2, each holder of a Disputed Claim that 

ultimately becomes an Allowed Claim shall have recourse only to the undistributed Cash held in the applicable 

Liquidation Account or any applicable Disputed Claims reserve with respect to such Claim (net of Taxes on such 

Disputed Claims reserve) for the satisfaction of such Allowed Claim and not to any other Liquidation Account or 

any assets previously distributed on account of any Allowed Claim. 

B. Prosecution of Objections to Claims 

1. Timing for Objections to Claims 

All objections to Claims must be Filed and served on the holders of such Claims, and any 

amendment to the Schedules to reduce the scheduled Claim of such holder must be made by the Debtors or the 

Liquidation Trustee, as applicable, by the applicable Claims Objection Bar Date. If an objection has not been Filed 

to a Claim or an amendment has not been made to the Schedules with respect to a scheduled Claim by the applicable 

Claims Objection Bar Date, the particular Claim will be treated as an Allowed Claim if such Claim has not been 

allowed earlier. 

2. Authority to Prosecute Objections and Consummate Settlements 

a. Objections Filed Prior to the Effective Date 

After the Confirmation Date, but prior to the Effective Date, the Debtors shall have the authority 

to File, settle, compromise, withdraw or litigate to judgment objections to Claims, including pursuant to any ADR 

Procedures approved by the Bankruptcy Court. 

b. Objections Filed On or After the Effective Date 

On or after the Effective Date, only the Liquidation Trust shall have the sole authority to File, 

settle, compromise, withdraw or litigate to judgment objections to Claims, including pursuant to any ADR 

Procedures or similar procedures approved by the Bankruptcy Court. 
 -43- 

c. Settlement or Compromise of Disputed Claims On or After the Effective Date 

On or after the Effective Date, the Liquidation Trustee on behalf of the Liquidation Trust may 

settle or compromise any Disputed Claim or any objection or controversy relating to any Claim, without approval of 

the Bankruptcy Court. 

3. Authority to Amend Schedules 

The Debtors or, after the Effective Date, the Liquidation Trust shall have the authority to amend 

the Schedules with respect to any Claim and to make distributions based on such amended Schedules without 

approval of the Bankruptcy Court. If any amendment to the Schedules reduces the amount of a Claim or changes 

the nature or priority of a Claim, the Debtor or the Liquidation Trust, as applicable, will provide the holder of such 

Claim with notice of such amendment and such parties will have 20 days to File an objection to such amendment 

with the Bankruptcy Court. If no such objection is Filed, the Liquidation Trust may proceed with distributions 

based on such amended Schedules without approval of the Bankruptcy Court. 

4. Authority to Estimate Claims 

The Debtors or, after the Effective Date, the Liquidation Trust shall have the authority to seek 

estimation of a Claim (other than the DIP Financing Claims) by the Bankruptcy Court. 

5. Claim Objection Procedures 

On and after the Effective Date, the Liquidation Trust may utilize the claims objection procedures 

established by the Claims Objection Procedures Order, as they may be further modified or supplemented by further 

order of the Bankruptcy Court. 

C. Distributions on Account of Disputed Claims Once Allowed 

Distributions on account of Disputed Claims that become Allowed Claims after the Effective Date 

will be made in accordance with Article V and subject to Section VI.A.4. 

D. Fees Incurred For Resolution of Disputed Claims 

From and after the Effective Date, the fees and expenses of the Liquidation Trust's professionals in 

connection with the resolution of Disputed Claims, other than Disputed General Unsecured Claims, will be paid 

from the applicable Liquidation Account; provided that the fees and expenses of the Liquidation Trust's 

professionals in connection with the resolution of any Disputed General Unsecured Claims may be paid from the 

General Unsecured Claims Reserve. 

E. Disallowed Disputed Claims 

If and to the extent a Disputed Claim is Disallowed, any Liquidation Trust Assets allocated to it 

shall be available for distribution to holders of Allowed Claims in the same Class or otherwise entitled to the same 

treatment. 

ARTICLE VII. 

CONSOLIDATION OF THE DEBTORS 

A. Consolidation 

1. Pursuant to the Confirmation Order or other order of the Bankruptcy Court, the Bankruptcy Court 

will approve the consolidation of the Debtors solely for the purpose of implementing the Plan, including for 

purposes of voting, Confirmation and distributions to be made under the Plan. Pursuant to such order: (a) all Assets 

and Liabilities of the Debtors shall be deemed merged; (b) all guarantees by one Debtor of the obligations of any 

other Debtor shall be deemed eliminated so that any Claim against any Debtor and any guarantee thereof executed 
 -44- 

by any other Debtor and any joint or several liability of any of the Debtors shall be deemed to be one obligation of 

all of the Debtors; and (c) each and every Claim Filed or to be Filed in the Chapter 11 Case of any of the Debtors 

shall be deemed Filed against the Debtors and shall be deemed one Claim against and a single obligation of all of the 

Debtors. 

2. Such consolidation (other than for the purpose of implementing the Plan) shall not affect: (a) the 

legal and corporate structures of the Debtors, subject to the right of the Debtors to effect the Restructuring 

Transactions as provided in Section IV.B; (b) Interests between and among the Debtors; and (c) distributions from 

any insurance policies or proceeds of such policies. 

B. Order Granting Consolidation 

This Plan serves as a motion seeking entry of an order consolidating the Debtors, as described and 

to the limited extent set forth in Section VII.A. Unless an objection to such consolidation is made in writing by any 

creditor or claimant affected by the Plan, Filed with the Bankruptcy Court and served on the parties listed in 

Section IX.E on or before 5:00 p.m. on March 2, 2010 or such other date as may be determined by the Bankruptcy 

Court, the consolidation order (which may be the Confirmation Order) may be entered by the Bankruptcy Court. In 

the event any such objections are timely Filed, a hearing with respect thereto will occur at or before the 

Confirmation Hearing. Notwithstanding this provision, nothing herein will affect the obligation of each and every 

Debtor to pay quarterly fees to the U.S. Trustee in accordance with 28 U.S.C. § 1930. 

ARTICLE VIII. 

RETENTION OF JURISDICTION 

A. Retained Jurisdiction of the Bankruptcy Court 

Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, the 

Bankruptcy Court shall retain such jurisdiction over the Chapter 11 Cases after the Effective Date as is legally 

permissible, including jurisdiction to: 

1. Allow, disallow, determine, liquidate, reduce, classify, reclassify, subordinate, estimate or 

establish the priority or secured or unsecured status (or proper Plan classification) of any Claim or Interest, including 

the resolution of any request for payment of any Administrative Priority Claim and the resolution of any objections 

to the amount, allowance, priority or classification of Claims or Interests; 

2. Grant or deny any applications for allowance of compensation or reimbursement of expenses 

authorized pursuant to the Bankruptcy Code or the Plan for periods ending on or before the Effective Date; 

3. Resolve any matters related to the assumption, assumption and assignment or rejection of any 

Executory Contract or Unexpired Lease to which any Debtor is a party or with respect to which any Debtor may be 

liable and to hear, determine and, if necessary, liquidate any Claims arising therefrom, including any Cure Amount 

Claims; 

4. Hear and determine any disputes relating to Postpetition Agreements assigned to the Liquidation 

Trust pursuant to Section IV.E, including any disputes relating to the Purchase Agreement; 

5. Ensure that distributions to holders of Allowed Claims are accomplished pursuant to the 

provisions of the Plan; 

6. Decide or resolve any motions, applications, adversary proceedings, contested or litigated matters 

and any other matters pending before the Bankruptcy Court, including the Daimler Litigation and any other Causes 

of Action, and either grant or deny any motions or applications involving any Debtor, the Liquidation Trust, the 

Liquidation Trustee or the Litigation Manager that may be pending on the Effective Date or brought thereafter; 

7. Enter such orders as may be necessary or appropriate to implement or consummate the provisions 

of the Plan and all contracts, instruments, releases and other agreements or documents entered into or delivered in 
 -45- 

connection with the Plan (including the Liquidation Trust Agreement and the Litigation Manager Agreement), the 

Disclosure Statement, the Winddown Orders or the Confirmation Order, including an order to appoint a successor 

Liquidation Trustee consistent with Section IV.B.3.c.ii; 

8. Resolve any cases, controversies, suits or disputes that may arise before the Bankruptcy Court in 

connection with the Daimler Litigation, other Causes of Action or the consummation, interpretation or enforcement 

of the Plan, any contract, instrument, release or other agreement or document that is entered into or delivered 

pursuant to the Plan (including the Liquidation Trust Agreement, the Litigation Manager Agreement or the 

Confirmation Order), or any Entity's rights arising from or obligations incurred in connection with the Plan or such 

documents; 

9. Modify the Plan before or after the Effective Date pursuant to section 1127 of the Bankruptcy 

Code; modify the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other 

agreement or document entered into or delivered in connection with the Plan, the Disclosure Statement or the 

Confirmation Order; or remedy any defect or omission or reconcile any inconsistency in any Bankruptcy Court 

order, the Plan, the Disclosure Statement, the Confirmation Order or any contract, instrument, release or other 

agreement or document entered into, delivered or created in connection with the Plan, the Disclosure Statement or 

the Confirmation Order, in such manner as may be necessary or appropriate to consummate the Plan; 

10. Issue injunctions, enforce the injunctions contained in the Plan and the Confirmation Order, enter 

and implement other orders or take such other actions as may be necessary or appropriate to restrain interference by 

any Entity with consummation, implementation or enforcement of the Plan, the Winddown Orders, the Winddown 

Budget or the Confirmation Order; 

11. Enter and implement such orders as are necessary or appropriate if the Confirmation Order is for 

any reason or in any respect modified, stayed, reversed, revoked or vacated or distributions pursuant to the Plan are 

enjoined or stayed; 

12. Determine any other matters that may arise in connection with, or relate to, the Plan, the 

Disclosure Statement, the Confirmation Order or any contract, instrument, release or other agreement or document 

entered into or delivered in connection with the Plan, the Disclosure Statement or the Confirmation Order; 

13. Consider and approve the compromise and settlement of any Claim, Equity Interest or Cause of 

Action by, on behalf of or against the Debtors' Estates, to the extent that Bankruptcy Court approval is required or 

permitted; 

14. Resolve any matter relating to the sale, liquidation, abandonment or other disposition of any 

Liquidation Trust Assets, including the First Lien Collateral and the DIP Collateral in accordance with the 

Winddown Orders; 

15. Enter and implement such orders as are necessary or appropriate to effectuate any 

ADR Procedures or other procedures to assist in implementing the Plan; 

16. Enforce or clarify any orders previously entered by the Bankruptcy Court in the Chapter 11 Cases, 

including the Winddown Orders; 

17. Subject to Section I.A, enforce the provisions of the Winddown Orders and ensure compliance by 

the Liquidation Trust with the terms thereof; 

18. Enter a final decree or decrees closing the Chapter 11 Cases; 

19. Determine matters concerning state, local and federal Taxes in accordance with sections 346, 505 

and 1146 of the Bankruptcy Code, including any Disputed Claims for Taxes; 

20. Recover all assets of the Debtors and their Estates, wherever located; 
 -46- 

21. Hear and adjudicate any motions seeking determinations relating to retiree benefits, including 

pursuant to or in connection with section 1114(m) of the Bankruptcy Code; 

22. Enter orders approving Environmental Response Trust Agreements and related settlements as 

contemplated by Section IV.O.2.c, and approve or address other environmental settlements and issues (including as 

described in Sections IV.O.2.d, IV.O.2.e, IV.O.3 and IV.O.4), and hear and determine such other matters as are 

contemplated or permitted by Section IV.O and the terms of any Environmental Response Trust Agreement or 

environmental settlement; and 

23. Hear any other matter not inconsistent with the Bankruptcy Code. 

B. Other Courts 

If the Bankruptcy Court abstains from exercising, declines to exercise or is otherwise without 

jurisdiction over any matter arising out of the Chapter 11 Cases, including the matters set forth in this Article VIII, 

this Article VIII shall not control, prohibit or limit the exercise of jurisdiction by any other court having competent 

jurisdiction with respect to such matter. 

ARTICLE IX. 

MISCELLANEOUS PROVISIONS 

A. Modification of the Plan 

Subject to the restrictions on alteration, amendment and modification set forth in section 1127 of 

the Bankruptcy Code, the Debtors or the Liquidation Trust, as applicable, reserve the right to alter, amend or modify 

the Plan before the Effective Date; provided, however, that (1) any amendments that impact the Daimler Litigation 

or distributions to holders of Class 3A Claims shall be subject to the Creditors' Committee's prior written approval 

and (2) any amendments that impact the DIP Financing Claims shall be subject to the Government DIP Lenders' 

prior written approval. 

B. Revocation of the Plan 

The Debtors reserve the right to revoke or withdraw the Plan as to any or all of the Debtors prior 

to the Confirmation Date. If the Debtors revoke or withdraw the Plan as to any or all of the Debtors, or if 

Confirmation as to any or all of the Debtors does not occur, then the Plan shall be null and void in all respects, and 

nothing contained in the Plan shall: (1) constitute a waiver or release of any Claims by or against, or any Interests in, 

any Debtor; (2) prejudice in any manner the rights of any Debtor or any other party in interest; or (3) constitute an 

admission of any sort by any Debtor or any other party in interest. 

C. Severability of Plan Provisions 

If, prior to Confirmation, any term or provision of the Plan is held by the Bankruptcy Court to be 

invalid, void or unenforceable, the remainder of the terms and provisions of the Plan shall remain in full force and 

effect and shall in no way be affected, impaired or invalidated by such holding, alteration or interpretation. The 

Confirmation Order shall constitute a judicial determination and shall provide that each term and provision of the 

Plan, as it may have been altered or interpreted in accordance with the foregoing, is valid and enforceable pursuant 

to its terms. 

D. Successors and Assigns 

The rights, benefits and obligations of any Entity named or referred to in the Plan shall be binding 

on, and shall inure to the benefit of, any heir, executor, administrator, successor or assign of such Entity. 
 -47- 

E. Service of Documents 

Any pleading, notice or other document required by the Plan or the Confirmation Order to be 

served on or delivered to: (1) the Debtors and the Liquidation Trust or the Liquidation Trustee; (2) the Creditors' 

Committee; (3) the U.S. Treasury; (4) EDC; (5) the First Lien Lenders, (6) the Litigation Manager or (7) the U.S. 

EPA must be sent by overnight delivery service, facsimile transmission, courier service or messenger or electronic 

mail to: 

1. (a) The Debtors: 

OLD CARCO LLC 

Ronald E. Kolka 

Chief Executive Officer 

555 Chrysler Drive 

Auburn Hills, Michigan 48326-2766 

Telephone: (248) 512-3294 

Facsimile: (248) 512-1767 

Email: rek6@chrysler.com 

(b) The Liquidation Trust or the Liquidation Trustee: 

RJM I, LLC 

Robert J. Manzo, Sole Manager 

c/o CAPSTONE ADVISORY GROUP, LLC 

Park 80 West, Plaza 1, Plaza Level 

Saddle Brook, New Jersey 07663 

Telephone: (201) 587-7190 

Facsimile: (201) 587-7102 

Email: rmanzo@capstoneag.com 

(c) Counsel to the Debtors and the Liquidation Trust: 

Corinne Ball, Esq. 

Veerle Roovers, Esq. 

JONES DAY 

222 East 41st Street 

New York, New York 10017-6702 

Telephone: (212) 326-3939 

Facsimile: (212) 755-7306 

Email: cball@jonesday.com 

 vroovers@jonesday.com 

 David G. Heiman, Esq. 

Carl E. Black, Esq. 

JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212

Email: dgheiman@jonesday.com 

 ceblack@jonesday.com 

Jeffrey B. Ellman, Esq. 

JONES DAY 

1420 Peachtree Street, N.E. 

Suite 800 

Atlanta, Georgia 30309 3053 

Telephone: (404) 581-3939 

Facsimile: (404) 581-8330 

Email: jbellman@jonesday.com 

 
 -48- 

(d) Counsel to the Liquidation Trustee: 

Michael Solow, Esq. 

Andrew A. Kress, Esq. 

KAYE SCHOLER LLP 

425 Park Avenue 

New York, New York 10022 

Telephone: 212-836-8000 

Facsimile: (212) 836-8689 

Email: msolow@kayescholer.com 

 akress@kayescholer.com 

2. The Creditors' Committee: 

Thomas Moers Mayer, Esq. 

Adam C. Rogoff, Esq. 

Gregory G. Plotko, Esq. 

KRAMER LEVIN NAFTALIS & FRANKEL LLP 

1177 Avenue of the Americas 

New York, New York 10036 

(212) 715-9100 (Telephone) 

(212) 715-8000 (Facsimile) 

Email: tmayer@kramerlevin.com 

 arogoff@kramerlevin.com 

 gplotko@kramerlevin.com 

(Counsel to the Creditors' Committee) 

3. The U.S. Treasury: 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

1500 Pennsylvania Avenue, NW 

Washington, District of Columbia 20220 

Attention: Chief Counsel Office of Financial Stability 

Facsimile: (202) 927-9225 

Email: OFSChiefCounselNotices@do.treas.gov 

mara.mcneill@do.treas.gov 

 and 

John J. Rapisardi, Esq. 

CADWALADER, WICKERSHAM & 

 TAFT LLP 

One World Financial Center 

New York, New York 10281 

Telephone: (212) 504-6000 

Facsimile: (212) 504-6666

Email: john.rapisardi@cwt.com 

 Douglas Mintz, Esq. 

CADWALADER, WICKERSHAM & 

 TAFT LLP 

700 Sixth Street, NW 

Washington, DC 20001 

Telephone: (202) 862-2475 

Facsimile: (202) 862-2400 

Email: douglas.mintz@cwt.com 

(Of Counsel to the U.S. Treasury) 

 and 
 -49- 

Jeannette A. Vargas, Esq. 

Assistant United States Attorney 

 for the Southern District of New York 

UNITED STATES DEPARTMENT OF JUSTICE 

86 Chambers Street, Third Floor 

New York, New York 10007 

Telephone: (212) 637 2678 

Facsimile: (212) 637-2702 

Email: Jeannette.Vargas@usdoj.gov 

(Counsel to the U.S. Treasury) 

4. EDC: 

Loans Services and Asset Management/Covenants Officer 

EXPORT DEVELOPMENT CANADA 

151 O'Connor Street 

Ottawa, Ontario, Canada K1A 1K3 

Telephone: (613) 597-8651 

Facsimile: (613) 598-3113 

Email: Msimard@edc.ca 

 and 

Michael J. Edelman, Esq. 

VEDDER PRICE P.C. 

1633 Broadway 

47th Floor 

New York, New York 10019 

Telephone: (212) 407-7700 

Facsimile: (212) 407-7799 

Email: mjedelman@vedderprice.com 

(Counsel to Export Development Canada) 

5. First Lien Agent on behalf of the First Lien Lenders: 

Susan Atkins 

JPMORGAN CHASE BANK, N.A. 

277 Park Avenue 

New York, New York 10172 

Telephone: (212) 270-6000 

Facsimile: (212) 622-4556 

Email: susan.atkins@jpmorgan.com 

 and 
 -50- 

Peter V. Pantaleo, Esq. 

Nicholas Baker, Esq. 

SIMPSON THACHER & BARTLETT LLP 

425 Lexington Avenue 

New York, New York 10017-3954 

Telephone: (212) 455-2000 

Facsimile: (212) 455-2502 

Email: ppantaleo@stblaw.com 

(Counsel to the First Lien Agent) 

6. Litigation Manager: 

Alan R. Brayton, Esq. 

BRAYTON & PURCELL LLP

222 Rush Landing Road 

P.O. Box 6169 

Novato, California 94948–6169 

Telephone: (415) 898-1555 

Facsimile: (415) 898-1247 

Email: ABrayton@braytonlaw.com 

 or 

Any successor to Mr. Brayton after the Effective Date. 

7. U.S. EPA 

Jeannette A. Vargas, Esq. 

Assistant United States Attorney 

 for the Southern District of New York 

UNITED STATES DEPARTMENT OF JUSTICE 

86 Chambers Street, Third Floor 

New York, New York 10007 

Telephone: (212) 637 2678 

Facsimile: (212) 637-2702 

Email: Jeannette.Vargas@usdoj.gov 

(Counsel to the U.S. EPA) 

[The remainder of this page is intentionally blank.] 
 -51- 

ARTICLE X. 

DEFINED TERMS 

A. Defined Terms Used in the Plan 

As used in this Plan, capitalized terms have the meanings set forth below. 

1. "2009 Property Taxes" means any applicable secured property Taxes and similar Taxes described 

in section 362(b)(18) of the Bankruptcy Code for the tax year 2009 owed by one or more of the Debtors to state and 

local taxing authorities in the U.S. 

2. "Abandonment Period" means, for any First Lien Trust Asset designated by the First Lien Agent 

as a First Lien Excluded Asset, the earlier of (a) 15 days after the date of such designation (or, if such date is not a 

Business Day, the first Business Day thereafter) or (b) the Liquidation Trust's abandonment or other disposition of 

the asset. 

2A. "Abandonment Property" means, individually, (a) the St. Louis Property only if designated as a 

Terminated Property; (b) the Detroit Axle Property only if designated as a Terminated Property; (c) any Terminated 

Other Property only if such property has been designated as an Abandonment Property pursuant to the provisions of 

Section IV.O.2.e; and (d) any Environmental Response Trust Property designated as an Abandonment Property 

pursuant to the provisions of Section IV.O.2.c.

3. "Additional Debtor Professional Fees" means Fee Claims of the Fee Escrow Professionals that 

arise out of any extraordinary or unanticipated activities, including any material litigation or any adjudication of 

objections to general unsecured proofs of Claim beyond standard omnibus objections pursuant to Bankruptcy 

Rule 3007(d) or pursuant to paragraph 3 of the Claims Objection Procedures Order. 

4. "Additional Proceeds Account" means the certain account established by the Debtors or the 

Liquidation Trust, as applicable, managed by the Liquidation Trust from and after the Effective Date and funded 

from: (a) the Daimler Proceeds; and (b) the General Unsecured Daimler Fund Balance, if any. 

5. "Additional Winddown Cost Escrow" means the Trust Account established and funded pursuant to 

the DIP Lender Winddown Order in the original amount of $54.7 million to pay the Administrative Claims 

described therein, including: 

a. The Fee Claims for the period from and after the Closing Date through and including 

August 31, 2009, excluding Fee Claims of the Debtors' Professionals for activities solely 

relating to the preservation or liquidation of the First Lien Collateral; 

b. The Fee Claims for the period from and after September 1, 2009 of: 

i. Professionals of the Creditors' Committee, but excluding any Fee Claims in 

connection with the Daimler Litigation, up to a maximum of the amount in the 

Committee Post-August 2009 Fees and Expense Fund; 

ii. Professionals of the Debtors' other than the Fee Escrow Professionals; and 

iii. The Fee Escrow Professionals, to the extent that such fees and expenses 

constitute Additional Debtor Professional Fees; 

c. Expenses of the Government DIP Lenders' professionals; 

d. U.S. Trustee fees; 

e. Salaries, fees and benefit costs for the Debtors' officers and Old Carco's board of 

managers for the period from the Closing Date through the Effective Date; 
 -52- 

f. The costs of preserving and liquidating the DIP Collateral; 

g. Other Administrative Claims not separately identified herein as payable from another 

Trust Account and not solely related to the preservation or liquidation of the First Lien 

Collateral; 

h. Liquidation Trust Expenses incurred after the Effective Date; and 

i. Allowed Priority Claims in Class 1. 

6. "Administrative Claim" means a Claim against a Debtor or its Estate arising on or after the 

Petition Date and prior to the Effective Date for a cost or expense of administration in the Chapter 11 Cases that is 

entitled to priority or superpriority under sections 364(c)(1), 503(b), 503(c), 507(b) or 1114(e)(2) of the Bankruptcy 

Code, including: (a) the actual and necessary costs and expenses incurred after the Petition Date of preserving the 

Estates and operating the businesses of the Debtors (such as wages, salaries, commissions for services and payments 

for inventories, leased equipment and premises); (b) Claims under the DIP Credit Agreement; (c) compensation for 

legal, financial advisory, accounting and other services and reimbursement of expenses awarded or allowed under 

sections 330(a) or 331 of the Bankruptcy Code, including Fee Claims; and (d) all fees and charges assessed against 

the Estates under chapter 123 of title 28, United States Code, 28 U.S.C. §§ 1911-1930. 

7. "Administrative Priority Claim" means an Administrative Claim, a Reclamation Claim or a 

Twenty Day Claim. 

8. "ADR Procedures" means any alternative dispute resolution procedures approved or to be 

approved by the Bankruptcy Court on a motion of the Debtors or the Liquidation Trust, as applicable, and as such 

procedures may be modified by order of the Bankruptcy Court. 

9. "Affiliate" means any Person that, directly or indirectly, through one or more intermediaries, 

Controls, is Controlled by or is under Common Control with, another Person. For the avoidance of doubt, the 

Debtors and their non-Debtor subsidiaries are not, and shall not be treated as, Affiliates of Daimler hereunder. 

9A. "Allocated Share" means the total amount of Cash (if any) that shall be paid by the Liquidation 

Trust from the Owned Property Reserve with respect to a particular Owned Property that is designated as, and 

becomes, a Terminated Property, which Cash shall be used to fund all environmental clean-up and administrative 

expenses associated with that property consistent with the terms and conditions of Section IV.O.2. With respect to 

the Designated Owned Properties, the Allocated Shares shall be as follows: (a) for the Ballinger Property, 

$3 million; (b) for the Detroit Axle Property, $500,000; (c) for the Kenosha Property, $10 million; and (d) for the St. 

Louis Property, $1 million. With respect to any Unsold Other Property, its Allocated Share will only be established 

pursuant to a negotiated settlement agreement between the Liquidation Trust and the relevant environmental 

authority pursuant to Section IV.O.2.e, provided, however, that the Allocated Share for an Unsold Other Property 

may be equal to or less than, but cannot exceed, the Allocated Share Cap for such property. For purposes of 

calculating the Excess Reserve Amount and the Unsold Other Property Aggregate only, if an Allocated Share has 

not been established for a particular Unsold Other Property pursuant to a negotiated settlement agreement, then the 

Allocated Share shall be considered to be the Allocated Share Cap for such property. 

9B. "Allocated Share Cap" means: (a) for the FREC Property, $0; (b) for the Huntsville Property, 

$6,000,000; (c) for the Mound Road Property, $2,500,000; (d) for the New Venture Gear Property, $3,500,000; 

(e) for the PROC Property, $1,800,000; and (f) for the Toledo Jeep Parkway Property, $2,500,000. 

10. "Allowed ... Claim" means an Allowed Claim in the particular Class or category specified. 

11. "Allowed Claim" when used: 

a. with respect to any Claim other than an Administrative Claim, means a Claim that is not 

a Disallowed Claim and: 
 -53- 

i. (A) is listed on a Debtor's Schedules and not designated in the Schedules as 

either disputed, contingent or unliquidated and (B) is not otherwise a Disputed 

Claim; 

ii. (A) for which a proof of Claim has been filed by the applicable Bar Date and as 

to which no objection to allowance has been interposed on or before the 

applicable Claims Objection Bar Date or such other applicable period of 

limitation determined by the Plan, the Confirmation Order, the Bankruptcy 

Rules or a Final Order for objecting to such Claims and (B) is not otherwise a 

Disputed Claim; or 

iii. that is allowed: (A) in any Stipulation of Amount and Nature of Claim executed 

by the Claim holder and either the applicable Debtor or the Liquidation Trust 

and, if prior to the Effective Date, approved by the Bankruptcy Court; (B) in any 

contract, instrument or other agreement entered into in connection with the Plan 

and, if prior to the Effective Date, approved by the Bankruptcy Court; 

(C) pursuant to a Final Order; or (D) pursuant to the terms of the Plan; 

b. with respect to an Administrative Claim, means an Administrative Claim that is not a 

Disallowed Claim and: 

i. (A) for which a request for Administrative Priority Claim (or other appropriate 

filing) has been timely made and as to which no objection to allowance has been 

interposed on or before the Priority Claims Objection Bar Date or such other 

applicable period of limitation determined by the Plan, the Confirmation Order, 

the Bankruptcy Rules or a Final Order for objecting to such Claims and (B) is 

not otherwise a Disputed Claim; or 

ii. that is allowed: (A) in any Stipulation of Amount and Nature of Claim executed 

by the Claim holder and either the applicable Debtor or the Liquidation Trust 

and, if prior to the Effective Date, approved by the Bankruptcy Court; (B) in any 

contract, instrument or other agreement entered into in connection with the Plan 

and, if prior to the Effective Date, approved by the Bankruptcy Court; 

(C) pursuant to a Final Order; or (D) pursuant to Section II.A.1. 

c. With respect to the DIP Financing Claims, the full principal amount, interest thereon and 

all other obligations in connection therewith owed to the Government DIP Lenders under 

(i) the DIP Credit Agreement, (ii) the DIP Financing Order and (iii) the DIP Lender 

Winddown Order shall be: (x) Allowed Administrative Claims and (y) Allowed Secured 

Claims and shall have priority over other Secured Claims, other Administrative Claims 

and other Claims to the extent provided under, and pursuant to, the DIP Credit 

Agreement, the DIP Financing Order and DIP Lender Winddown Order. 

d. Notwithstanding the foregoing, in no event shall any Claim be deemed an Allowed Claim 

for purposes of distribution under the Plan unless and until such Claim is one: 

i. to which no objection to allowance has been interposed on or before the 

applicable Claims Objection Bar Date or such other applicable period of 

limitation determined by the Plan, the Confirmation Order, the Bankruptcy 

Rules or a Final Order for objecting to such Claims and either (A) such period 

for objection has passed or (B) the Liquidation Trustee has determined to accept 

the Claim as Filed or scheduled; 

ii. that is subject to one or more objections to allowance that has been interposed 

on or before the applicable Claims Objection Bar Date or such other applicable 
 -54- 

period of limitation determined by the Plan, the Confirmation Order, the 

Bankruptcy Rules or a Final Order for objecting to such Claims and all such 

objections have been denied by a Final Order or withdrawn by the objector with 

prejudice; 

iii. subject to a Final Order or Stipulation of Amount and Nature of Claim that 

deems such Claim an Allowed Claim for purposes of distribution under the Plan; 

or 

iv. that is Allowed pursuant to the Plan (including the DIP Financing Claims and 

the First Lien Secured Claims). 

12. "Alpha Holding" means Debtor Alpha Holding LP. 

13. "Assets" means all of a Debtor's property, rights and interest that are property of a Debtor's Estate 

pursuant to section 541 of the Bankruptcy Code. 

14. "Available Net Daimler Proceeds" means (a) the sum of the Net Daimler Proceeds and any 

General Unsecured Daimler Fund Balance, reduced by (b) the sum of (i) the General Unsecured Claims Reserve and 

(ii) any existing or projected deficiency in any of the Trust Accounts. The amount of Available Net Daimler 

Proceeds will be calculated by the Liquidation Trustee. 

14A. "Ballinger Property" means the real property and related fixtures located at State Highway 67, 

Ballinger, Texas 76821.

15. "Ballot" means the form or forms distributed to each holder of an impaired Claim entitled to vote 

on the Plan on which the holder indicates either acceptance or rejection of the Plan and (when applicable) any 

election for treatment of such Claim or other election under the Plan. 

16. "Bankruptcy Code" means title 11 of the United States Code, as now in effect or hereafter 

amended, as applicable to these Chapter 11 Cases. 

17. "Bankruptcy Court" means the United States District Court having jurisdiction over the 

Chapter 11 Cases and, to the extent of any reference made pursuant to 28 U.S.C. § 157, the bankruptcy unit of such 

District Court. 

18. "Bankruptcy Rules" means, collectively, the Federal Rules of Bankruptcy Procedure and the local 

rules of the Bankruptcy Court, as now in effect or hereafter amended. 

19. "Bar Date" means the applicable bar date by which a proof of Claim must be, or must have been, 

Filed, as established by an order of the Bankruptcy Court, including a Bar Date Order and the Confirmation Order. 

20. "Bar Date Order" means any order of the Bankruptcy Court establishing Bar Dates for Filing 

proofs of Claim (including with respect to Administrative Priority Claims) in the Chapter 11 Cases, including the 

General Bar Date Order, as the same may be amended, modified or supplemented. 

20A. "Behr Dayton Site" means the Behr Dayton Thermal System VOC Plume Superfund Site in 

Dayton, Ohio. 

21. "Bond Indenture" means, collectively, that certain Indenture dated as of March 1, 1985 between 

Chrysler Corporation and Manufacturers Hanover Trust Company, as trustee, as amended and supplemented by the 

Supplemental Indenture dated as of May 30, 1986 among Chrysler Holding Corporation, Chrysler Corporation and 

Manufacturers Hanover Trust Company, as trustee; the Supplemental Indenture dated as of December 31, 1989 

between Chrysler Corporation and Manufacturers Hanover Trust Company, as trustee; the Third Supplemental 

Indenture dated as of May 1, 1990 between Chrysler Corporation and Manufacturers Hanover Trust Company, as 

trustee; the Fourth Supplemental Indenture dated as of February 15, 1999 among DaimlerChrysler Corporation, 
 -55- 

DaimlerChrysler AG (now known as Daimler AG), as guarantor, and State Street Bank and Trust Company, as 

successor trustee; and the Fifth Supplemental Indenture dated as of July 30, 2007 among DaimlerChrysler Company 

LLC (as successor in interest to Chrysler Corporation), as issuer, DaimlerChrysler AG (now known as Daimler AG), 

as guarantor, and U.S. Bank National Association, as trustee, and all documents related to the foregoing, including, 

without limitation, the Paying Agent Agreement among the Paying Agent, DaimlerChrysler Company LLC (as 

successor in interest to Chrysler Corporation) and U.S. Bank National Association dated as of June 27, 2007. 

22. "Bondholder Claim" means a Claim of a Bondholder arising pursuant to a Bond or the Bond 

Indenture, which are asserted in the aggregate principal amount of $20,059,000, plus accrued and unpaid interest, 

and are classified in Class 3A. 

23. "Bondholder" means a holder of one or more Bonds. 

24. "Bonds" means, collectively, the debentures issued under the Bond Indenture. 

25. "Business Day" means any day, other than a Saturday, Sunday or "legal holiday" (as defined in 

Bankruptcy Rule 9006(a)). 

26. "Cahill" means Cahill Gordon & Reindel LLP. 

27. "Canada" means, collectively, EDC, the country of Canada and the province of Ontario, and their 

respective agencies, departments or agents. 

28. "Canadian DIP Consortium Members" means, collectively and individually, EDC, the 

Government of Canada and the Government of Ontario. 

29. "Capstone" means Capstone Advisory Group LLC. 

30. "Car Proceeds" means the net proceeds from the liquidation or other disposition of the Company 

Cars, after the Company Car Costs have been paid in accordance with the Plan and the First Lien Winddown Order. 

31. "Case Management Order" means the Administrative Order, Pursuant to Bankruptcy 

Rule 1015(c), Establishing Case Management and Scheduling Procedures, entered by the Bankruptcy Court on 

May 12, 2009 (Docket No. 661), as it may be amended from time to time. 

32. "Cash" means legal tender of the U.S. equivalents thereof. 

33. "Cash Collateral Order" means the Final Order under 11 U.S.C. §§ 105, 361, 362, 363 and Fed. R. 

Bankr. P. 2002, 4001 and 9014 (I) Authorizing Debtors to Use Cash Collateral and (II) Granting Adequate 

Protection to Prepetition Secured Parties, entered by the Bankruptcy Court on June 1, 2009 (Docket No. 3127). 

34. "Cash Investment Yield" means the yield (net of any investment expenses and Taxes payable 

thereon) earned by the applicable Disbursing Agent from the investment of Cash held pending distribution pursuant 

to the Plan, which investment will be in a manner consistent with Old Carco's investment and deposit guidelines 

and, to the extent applicable, subject to the investment provisions of the Liquidation Trust Agreement. 

35. "Catch Up Distribution" means, with respect to each holder of an Allowed Claim in Class 3A, the 

amount of Available Net Daimler Proceeds that the holder of such Allowed Claim would be entitled to receive as of 

the designated distribution date, minus the aggregate amount of Cash previously distributed on account of such 

Claim. 

36. "Causes of Action" means, without limitation, any and all actions, causes of action, controversies, 

liabilities, obligations, rights, suits, damages, judgments, claims, and demands whatsoever of any of the Debtors or 

their Estates, including any Recovery Actions, whether known or unknown, reduced to judgment, liquidated or 
 -56- 

unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, secured or unsecured, assertable 

directly or derivatively, existing or hereafter arising, in law, equity or otherwise. 

37. "Chapter 11 Cases" means, collectively, the cases commenced under chapter 11 of the Bankruptcy 

Code by the Debtors in the Bankruptcy Court. 

38. "Charitable Organization" means a nonpartisan charitable organization selected by the Liquidation 

Trustee, in its sole discretion after providing notice to EDC pursuant to Section II.A.1.c.iv, that is not affiliated in 

any way with the Liquidation Trustee or any Representatives of the Liquidation Trust. 

39. "Claim" means a claim (as defined in section 101(5) of the Bankruptcy Code) against a Debtor. 

40. "Claims Objection Bar Date" means, collectively: (a) the Priority Claims Objection Bar Date; 

(b) the General Unsecured Claims Objection Bar Date; and (c) any other deadline established under the Plan for 

asserting objections to Claims (including Administrative Claims). 

41. "Claims Objection Procedures Order" means the Order, Pursuant to Sections 105 and 502 of the 

Bankruptcy Code and Bankruptcy Rules 2002, 3007, 9006, 9014 and 9019, (I) Granting Relief from Certain 

Limitations of Bankruptcy Rule 3007 and (II) Establishing Procedures for Objecting to and Settling Claims, entered 

by the Bankruptcy Court on November 19, 2009 (Docket No. 5980). 

42. "Class" means a class of Claims or Interests, as described in Article II. 

43. "Class 3A Voting Condition" means, collectively, (a) the voting requirements for Allowed Class 

3A Claims to obtain the treatment under Section II.B.6.a rather then Section II.B.6.b, (b) the conditions in 

paragraph 10 of the DIP Lender Winddown Order and (c) the requirement that neither the Creditors' Committee nor 

the Liquidation Trust has objected to or challenged any Liens of the Government DIP Lenders or the U.S. Treasury 

as lender under the TARP Loan Agreement. 

44. "Collateral Schedule" means the identical schedule attached as Exhibit A to each of the Winddown 

Orders, as modified from time to time consistent with the Winddown Orders. 

45. "Collateral Trust Agreement" means the Second Amended and Restated Collateral Trust 

Agreement dated as of January 2, 2009 entered into by certain parties in connection with the First Lien Credit 

Agreement. 

46. "Collateral Trustee" means Wilmington Trust Company in its capacity as collateral agent under 

the Collateral Trust Agreement, and any successor thereof under the Collateral Trust Agreement and, as the context 

may require, any co-agent appointed pursuant to the terms of the Collateral Trust Agreement. 

47. "Committee Car Proceeds" means an amount of Cash comprised of 20% of the Net Remaining Car 

Proceeds that was transferred, or shall be transferred, to the Daimler Fund for the benefit of the Creditors' 

Committee, consistent with the DIP Lender Winddown Order, free and clear of all Liens and Claims, including the 

Government DIP Lenders' Liens and Claims. 

48. "Committee Post-August 2009 Fees and Expense Fund" means the amount of $1 million funded in 

the Additional Winddown Cost Escrow that is segregated from the other funds in the Additional Winddown Cost 

Escrow and used exclusively to fund the Fee Claims of the Creditors' Committee incurred from and after 

September 1, 2009, excluding any fees and expenses for the Daimler Litigation (including the Daimler Litigation 

Costs), until those expenses are satisfied. 

49. "Company Car Costs" means the actual out-of-pocket costs (including the reasonable fees and 

expenses of professionals) incurred by the Debtors or the Liquidation Trust for the purpose of liquidating (or 

otherwise disposing of) or preserving the Company Cars, including the Car Amounts (as that term is used in the 

First Lien Winddown Order). 
 -57- 

50. "Company Cars" means, collectively, the approximately 7,600 Chrysler-, Dodge- and Jeepbranded vehicles owned by the Debtors as of the Closing Date that previously were designated for use for various 

company purposes and the proceeds thereof, but excluding any lease revenue associated therewith. 

51. "Confirmation" means the entry of the Confirmation Order on the docket of the Bankruptcy Court. 

52. "Confirmation Date" means the date on which the Bankruptcy Court enters the Confirmation 

Order on its docket, within the meaning of Bankruptcy Rules 5003 and 9021. 

53. "Confirmation Hearing" means the hearing held by the Bankruptcy Court on Confirmation of the 

Plan, as such hearing may be continued from time to time. 

54. "Confirmation Order" means the order of the Bankruptcy Court confirming the Plan pursuant to 

section 1129 of the Bankruptcy Code. 

55. "Contingency Fee Counsel" means, collectively, Stutzman, Bromberg, Esserman & Plifka, PC and 

Susman Godfrey LLP, who have served as Professionals to the Creditors' Committee with respect to the Daimler 

Litigation prior to the Effective Date and who will represent the Liquidation Trust in the Daimler Litigation from 

and after the Effective Date. 

56. "Contingency Fee Counsel Agreement" means, collectively, the Order Granting the Application of 

the Official Committee of Unsecured Creditors to Retain Stutzman, Bromberg, Esserman & Plifka, PC and Susman 

Godfrey L.L.P., as Special Counsel to the Committee, Nunc Pro Tunc to August 13, 2009, entered by the 

Bankruptcy Court on November 19, 2009 (Docket No. 5977) and the engagement letters approved thereby. 

57. "Contingency Fees" means the contingency fees, if any, owed as compensation to Contingency 

Fee Counsel, in accordance with the Contingency Fee Counsel Agreement and subject to treatment hereunder. 

58. "Contract Procedures Order" means an order of the Bankruptcy Court, entered on or prior to the 

Confirmation Date (which may be part of the Confirmation Order), that establishes procedures in connection with 

the treatment of certain agreements under the Plan, including the assumption, assumption and assignment or 

rejection of Executory Contracts and Unexpired Leases, including the form and manner of notice to be given to 

counterparties to such agreements with the Debtors. 

59. "Control," "Controlled by" and "under Common Control with" means possession, direct or 

indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through 

the ownership of voting securities, by contract or otherwise. 

60. "Covered Costs" has the meaning given to such term in the First Lien Winddown Order; provided 

that after the Effective Date, the Covered Costs will be incurred by the Liquidation Trust as the successor in interest 

to the Debtors or as set forth in Section IV.O.2.g. 

61. "Covered Period" has the meaning given to such term in the First Lien Winddown Order, as 

modified by Section II.B.2.b. 

62. "Creditors' Committee" means the statutory official committee of unsecured creditors appointed 

by the U.S. Trustee in the Chapter 11 Cases pursuant to section 1102 of the Bankruptcy Code, as such appointment 

has been subsequently modified. 

63. "Cure Amount Claim" means a Claim in an amount necessary to cure a Debtor's defaults under an 

Executory Contract or Unexpired Lease at the time such contract or lease is assumed by such Debtor under 

section 365 of the Bankruptcy Code to the extent required by section 365 of the Bankruptcy Code. 

64. "Daimler" means Daimler AG and its predecessors (including DaimlerChrysler AG), successors 

and past and present Affiliates, but in no event including the Debtors or their non-Debtor subsidiaries. 
 -58- 

65. "Daimler Bondholder Guaranty" means Daimler's guaranty of the obligations arising under the 

Bonds, as set forth in the Fourth Supplemental Indenture dated February 15, 1999 and other relevant portions of the 

Bond Indenture. 

66. "Daimler Deficiency Claim" means the deficiency claim of DaimlerChrysler North America 

Finance Corporation (or any of its successors in interest) pursuant to section 506(a) of the Bankruptcy Code and 

arising out of or in connection with the Owners' Credit Agreement. 

67. "Daimler Fund" means the fund established pursuant to the Winddown Orders to fund the Daimler 

Litigation Costs. The Daimler Fund has been, or shall be, funded from the First Lien Daimler Contribution and the 

Committee Car Proceeds. 

68. "Daimler Fund Balance" means the remainder of the Daimler Fund if, at the conclusion of the 

Daimler Litigation (or at the Effective Date if the Class 3A Voting Condition is not satisfied), the aggregate Daimler 

Litigation Costs have totaled less than the amount deposited in such fund. The Daimler Fund Balance is composed 

of the First Lien Daimler Fund Balance and the General Unsecured Daimler Fund Balance. 

69. "Daimler Litigation" means the adversary proceeding initiated in the Bankruptcy Court and styled 

prior to the Effective Date as The Official Committee of Unsecured Creditors of Old Carco LLC (f/k/a Chrysler 

LLC) v. Daimler AG (f/k/a DaimlerChrysler AG), et al., Adv. No. 09-00505-AJG (Bankr. S.D.N.Y.), which was 

initiated on behalf of the Debtors' Estates, as it may be amended; provided that no director, manager or officer of the 

Debtors on or after the Petition Date shall be named as a defendant in the Daimler Litigation. 

70. "Daimler Litigation Costs" means the actual out-of-pocket costs, disbursements and litigation 

expenses incurred by: (a) the Creditors' Committee from and after September 1, 2009 through and including the 

Effective Date; and (b) the Liquidation Trust after the Effective Date, for the sole purposes of prosecuting the 

Daimler Litigation, including (i) the reasonable fees and expenses of the Litigation Manager solely as set forth in 

Section IV.H.4 and (ii) the Liquidation Trust's expert witnesses, translators or other non-legal professionals related 

to the Daimler Litigation, but excluding any Contingency Fees. 

71. "Daimler Litigation Cost Reimbursement" means the first $3.6 million of the Remaining Car 

Proceeds, which was indefeasibly paid to the Government DIP Lenders pursuant to the DIP Lender Winddown 

Order. 

72. "Daimler Proceeds" means any and all proceeds actually received by the Debtors or the 

Liquidation Trust on account of the Daimler Litigation but excluding the Cash in the Daimler Fund. 

73. "Daimler Proceeds Receipt Date" means the date that the Daimler Proceeds are deposited in the 

Additional Proceeds Account and that the total amount of such proceeds is sufficient to provide Available Net 

Daimler Proceeds in excess of the Minimum Distribution Threshold. 

74. "Dealer Rejection Order" means the Order, Pursuant to Sections 105 and 365 of the Bankruptcy 

Code and Bankruptcy Rule 6006, (A) Authorizing the Rejection of Executory Contracts and Unexpired Leases with 

Certain Domestic Dealers and (B) Granting Certain Related Relief, entered by the Bankruptcy Court on July 9, 2009 

(Docket No. 3802). 

75. "Debtors" means, collectively, the debtors and debtors in possession in the Chapter 11 Cases as 

identified on Plan Exhibit X.A.75. 

76. "Derivative Claim" means a claim (as defined in section 101(5) of the Bankruptcy Code) or Cause 

of Action that is the property of any of the Debtors' Estates pursuant to section 541 of the Bankruptcy Code. 

76A. "Designated Owned Properties" means, collectively, the Ballinger Property, the Detroit Axle 

Property, the Kenosha Property and the St. Louis Property, to the extent owned by the Liquidation Trust as of the 

Effective Date. 
 -59- 

76B. "Detroit Axle Property" means the real property and related fixtures located at 6700 Lynch Road, 

Detroit, Michigan 48234 (sometimes referred to as the Detroit Axle Plant). 

77. "DIP Collateral" means, collectively, the Liquidation Funds and the DIP Non-Liquidation Funds 

Collateral. 

78. "DIP Credit Agreement" means the Second Lien Secured Priming Superpriority Debtor-inPossession Credit Agreement, dated as of May 5, 2009 among Old Carco, as borrower, and the lender parties 

thereto; (b) all amendments thereto and extensions thereof; and (c) all security agreements and instruments related to 

the documents identified in (a) and (b). 

79. "DIP Financing Claim" means any Administrative Claim and/or Secured Claim against a Debtor 

under or evidenced by (a) the DIP Credit Agreement, (b) the DIP Financing Order and/or (c) the DIP Lender 

Winddown Order. For the avoidance of doubt, the DIP Financing Claims are Allowed Claims hereunder, subject to 

treatment under Section II.A.1.c. 

80. "DIP Financing Order" means the Final Order Pursuant to Bankruptcy Code Sections 105(a), 361, 

362, 363, 364 and 507 and Bankruptcy Rules 2002, 4001 and 6004, (A) Approving a DIP Credit Facility and 

Authorizing the Debtors to Obtain Post-Petition Financing Pursuant Thereto, (B) Granting Related Liens and SuperPriority Status, and (C) Granting Adequate Protection to Certain Pre-Petition Secured Parties, entered by the 

Bankruptcy Court on May 20, 2009 (Docket No. 1309). 

81. "DIP Lender Car Proceeds" means 80% of the Net Remaining Car Proceeds paid or to be paid to 

the Government DIP Lenders in accordance with the Plan and the DIP Lender Winddown Order. 

82. "DIP Lender Winddown Order" means the Agreed Order, Pursuant to Sections 105, 361, 362 and 

363 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 9014 and 9019 and Local Bankruptcy Rule 4001-2 

Approving (A) Winddown Funding for the Debtors' Estates and (B) Related Matters entered by the Bankruptcy 

Court on November 19, 2009 (Docket No. 5982) establishing, among other things, the terms and conditions of the 

use of the Liquidation Funds, as amended by the Stipulation and Agreed Order Extending Termination Date in the 

DIP Lender Winddown Order, entered on March 22, 2010 (Docket No. 6641). A copy of the DIP Lender 

Winddown Order is attached hereto as Plan Exhibit X.A.82. 

83. "DIP Non-Liquidation Funds Collateral" means the collateral, other than Liquidation Funds, that 

secures the Allowed Administrative Claims and the Allowed Secured Claims of the Government DIP Lenders. The 

DIP Non-Liquidation Funds Collateral includes the assets (or proceeds thereof), including the assets identified on 

the Collateral Schedule as DIP Collateral, that were (a) in the Debtors' estates as of September 1, 2009 and (b) for 

which the Government DIP Lenders have a first priority lien under the DIP Credit Agreement, subject only to any 

Tax Liens and other permitted Liens under the DIP Credit Agreement. The DIP Non-Liquidation Funds Collateral 

further include the proceeds of any Recovery Actions, including the Daimler Litigation. 

84. "Disallowed," when used with respect to a Claim, means a Claim that has been disallowed by a 

Final Order or a Stipulation of the Amount and Nature of Claim. 

85. "Disbursing Agent" means the Liquidation Trustee in its capacity as disbursing agent pursuant to 

Section V.B, or any Third Party Disbursing Agent acting at the direction of the Liquidation Trustee. 

86. "Disclosure Statement" means the disclosure statement (including all exhibits and schedules 

thereto or referenced therein) that relates to the Plan and has been prepared and distributed by the Debtors, as plan 

proponents, as approved by the Bankruptcy Court pursuant to section 1125 of the Bankruptcy Code, as the same 

may be amended, modified or supplemented. 

87. "Disputed Claim" means: 

a. a Claim that is listed on a Debtor's Schedules as either disputed, contingent or 

unliquidated; 
 -60- 

b. a Claim that is listed on a Debtor's Schedules as other than disputed, contingent or 

unliquidated, but the nature or amount of the Claim as asserted by the holder varies from 

the nature or amount of such Claim as it is listed on the Schedules; 

c. a Claim (other than an Administrative Claim) that is not listed on a Debtor's Schedules; 

d. a Claim as to which the applicable Debtor, the Liquidation Trust or, prior to the 

Confirmation Date, any other party in interest, has Filed an objection by the applicable 

Claims Objection Bar Date, and such objection has not been withdrawn or denied by a 

Final Order; 

e. a Claim for which a proof of Claim or request for payment of Administrative Priority 

Claim is required to be Filed under the Plan or any order of the Bankruptcy Court and 

no such proof of Claim or request for payment of Administrative Priority Claim is timely 

filed; 

f. a Tort Claim; 

g. a Reclamation Claim; or 

h. a Claim that is submitted to the ADR Procedures, if any. 

88. "Disputed Insured Claim" and "Disputed Uninsured Claim" mean, respectively, an Insured Claim 

or an Uninsured Claim that is also a Disputed Claim. 

89. "Distribution Record Date" means the close of business on the Confirmation Date. 

90. "Document Website" means the internet site address http://www.chryslerrestructuring.com at 

which the Plan and all Plan Exhibits and the Disclosure Statement will be available free of charge to any party in 

interest and the public. 

91. "EDC" means Export Development Canada. 

92. "Effective Date" means a day, as determined by the Debtors that is the Business Day as soon as 

reasonably practicable after all conditions to the Effective Date in Section III.B have been met or waived in 

accordance with Section III.C. 

93. "Entity" means a person (as defined in section 101(41) of the Bankruptcy Code), an estate, a trust, 

a governmental unit or the U.S. Trustee. 

93A. "Environmental Reserve" means the segregated account in the original amount of $15 million to 

be funded from previously unallocated Winddown Funds and used solely for the purposes and in the manner set 

forth in Section IV.O. The Environmental Reserve is comprised of the EPA Reserve, the Owned Property Reserve 

and, if and when funded, the Keck Orphan Reserve. 

93B. "Environmental Response Trust" means an environmental response trust established pursuant to 

an Environmental Response Trust Agreement to hold any Environmental Response Trust Properties consistent with 

the terms of Section IV.O. 

93C. "Environmental Response Trust Agreement" means the agreement substantially in the form of 

Plan Exhibit X.A.93C to be used to establish an Environmental Response Trust, if necessary, pursuant to 

Section IV.O. 

93D. "Environmental Response Trust Property" means, individually, (a) the Kenosha Property only if 

designated as a Terminated Property; (b) the Ballinger Property only if designated as a Terminated Property; and 
 -61- 

(c) any Terminated Other Property only if such property has been designated as an Environmental Response Trust 

Property pursuant to the provisions of Section IV.O.2.e. 

93E. "EPA Reserve" means a portion of the Environmental Reserve in the initial amount of $500,000 to 

be used solely for the purposes and in the manner set forth in Section IV.O. The EPA Reserve shall be maintained 

as a sub-account in the Environmental Reserve. 

94. "Equity Interests" means, when used with reference to a particular Debtor, the common stock, 

membership interests, partnership interests or other capital stock issued by such Debtor and outstanding immediately 

prior to the Petition Date, and any options, warrants or other rights with respect thereto. 

95. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 

§§ 1301-1461. 

96. "Estate" means, as to each Debtor, the estate created for such Debtor in its Chapter 11 Case 

pursuant to section 541 of the Bankruptcy Code. 

97. "Executory Contract or Unexpired Lease" means a contract or lease to which a Debtor is a party 

that is subject to assumption, assumption and assignment or rejection under section 365 of the Bankruptcy Code and 

includes any modifications, amendments, addenda or supplements thereto or restatements thereof. 

97A. "Excess Reserve Amount" means the amount of the Unused Allocated Share, if any, that is in 

excess of the aggregate total of the Allocated Shares for the remaining Unsold Other Properties. 

98. "Face Amount" means: 

a. when used with reference to a Disputed Insured Claim, either (i) the full stated amount 

claimed by the holder of such Claim in any proof of Claim Filed by the Bar Date, or 

otherwise deemed timely Filed under applicable law, if the proof of Claim specifies only 

a liquidated amount; (ii) if no proof of Claim is Filed by the Bar Date or otherwise 

deemed timely filed under applicable law, the full amount of the Claim listed on the 

Debtors' Schedules, provided that such amount is not listed as disputed, contingent or 

unliquidated; or (iii) the applicable deductible or self-insured retention under the relevant 

insurance policy, minus any reimbursement obligations of the applicable Debtor to the 

insurance carrier for sums expended by the insurance carrier on account of such Claim 

(including defense costs), if such amount is less than the amount specified in (i) or 

(ii) above or the proof of Claim specifies an unliquidated amount; and 

b. when used with reference to a Disputed Uninsured Claim, either (i) the full stated amount 

claimed by the holder of such Claim in any proof of Claim Filed by the Bar Date or 

otherwise deemed timely Filed under applicable law, if the proof of Claim specifies only 

a liquidated amount or (ii) the amount of the Claim (A) acknowledged by the applicable 

Debtor or the Liquidation Trust in any objection Filed to such Claim, (B) estimated by 

the Bankruptcy Court for such purpose pursuant to section 502(c) of the Bankruptcy 

Code or (C) proposed by the applicable Debtor prior to the Effective Date or established 

by the Liquidation Trustee on behalf of the Liquidation Trust following the Effective 

Date, if no proof of Claim has been Filed by the applicable Bar Date or has otherwise 

been deemed timely Filed under applicable law or if the proof of Claim specifies an 

unliquidated amount (in whole or in part). 

99. "Federal Judgment Rate" means 0.52%, the federal post-judgment interest rate, as established by 

28 U.S.C. § 1961(a), as of the Petition Date. 

100. "Fee Claim" means a Claim under sections 328, 330(a), 331, 503 or 1103 of the Bankruptcy Code 

for compensation of a Professional or other Entity for services rendered or expenses incurred in the Chapter 11 

Cases, excluding any Contingency Fees earned after the Effective Date. 
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101. "Fee Escrow" means the segregated account no. 359681263786 with KeyBank that was funded 

with a total of $40 million consistent with the DIP Lender Winddown Order to pay certain Professional fees and 

expenses incurred prior to the Closing Date. 

102. "Fee Escrow Professionals" means, collectively, Capstone, Jones Day, Togut and Cahill. 

103. "Fiat Transaction" means, collectively, the transactions contemplated by the Purchase Agreement. 

104. "File," "Filed" or "Filing" means file, filed or filing with the Bankruptcy Court or its authorized 

designee in the Chapter 11 Cases. 

105. "Final Distribution Date" means the date a final distribution is made under this Plan, which will 

be: (a) in the event any Daimler Proceeds are received by the Liquidation Trust and the Class 3A Voting Condition 

has been satisfied, the date that is 90 days after all Disputed Claims have been resolved or as soon as reasonably 

practicable thereafter; or (b) if no Daimler Proceeds are received or the Class 3A Voting Condition has not been 

satisfied, the date that is 90 days after the later of (i) entry of a Final Order or other pleading concluding the Daimler 

Litigation or (ii) all Disputed Claims other than Disputed General Unsecured Claims have been resolved, or as soon 

as reasonably practicable thereafter; provided, however, that the Final Distribution Date shall not be later than the 

termination date of the Liquidation Trust pursuant to the Liquidation Trust Agreement, as described in 

Section IV.B.3.g. 

106. "Final OCP Statement" means the statement of an Ordinary Course Professional for all services 

rendered to the Debtors and expenses incurred in connection therewith before the Effective Date that have not 

previously been invoiced to the Debtors, to be submitted to the Debtors in accordance with the Ordinary Course 

Professionals Order and the Plan. 

107. "Final Order" means an order or judgment of the Bankruptcy Court, or other court of competent 

jurisdiction, as entered on the docket in the Chapter 11 Cases, or the docket of any other court of competent 

jurisdiction, that has not been reversed, stayed, modified or amended, and as to which the time to appeal or petition 

for certiorari or move for a new trial, reargument or rehearing has expired, and as to which no appeal or petition for 

certiorari or other proceeding for a new trial, reargument or rehearing that has been timely taken is pending, or as to 

which any appeal that has been taken or any petition for certiorari that has been timely filed has been withdrawn or 

resolved by the highest court to which the order or judgment was appealed or from which certiorari was sought or 

the new trial, reargument or rehearing shall have been denied or resulted in no modification of such order. 

108. "First Lien Agent" means JPMorgan, in its capacity as administrative agent for the First Lien 

Lenders under the First Lien Credit Agreement. 

109. "First Lien Car Proceeds" means 80% of the Car Proceeds paid or to be paid to the First Lien 

Agent consistent with the Winddown Orders. 

110. "First Lien Collateral" means the Debtors' assets (including proceeds thereof) set forth on the 

Collateral Schedule that constitute the collateral of the First Lien Lenders that were (a) in the Debtors' estates as of 

September 1, 2009 and (b) for which the First Lien Lenders have a first priority lien under the First Lien Credit 

Agreement, subject only to any tax Liens and other permitted Liens under the First Lien Credit Agreement. 

111. "First Lien Credit Agreement" means the Amended and Restated First Lien Credit Agreement, 

dated as of November 29, 2007 (as may be amended, restated, supplemented or otherwise revised from time to time, 

and together with all related agreements and documents), by and among Carco Intermediate Holdco II LLC, 

Chrysler LLC n/k/a Old Carco LLC, the lenders party thereto and the First Lien Agent. All Claims arising under the 

First Lien Credit Agreement in favor of the First Lien Lenders or the First Lien Agent are Allowed Claims for 

purposes of the Plan, subject to treatment under Section II.B.2 with respect to the First Lien Secured Claims and 

Section II.B.6 with respect to the First Lien Deficiency Claims. 
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112. "First Lien Daimler Contribution" means $5 million of the First Lien Collateral used to fund the 

Daimler Fund in accordance with the First Lien Winddown Order. 

113. "First Lien Daimler Fund Balance" means the amount equal to (a) the total Daimler Fund Balance 

(if any) multiplied by (b) the fraction where the First Lien Daimler Contribution is the numerator and the total 

amount deposited into the Daimler Fund is the denominator. The First Lien Daimler Fund Balance (if any) is to be 

repaid to the First Lien Agent promptly upon the conclusion of the Daimler Litigation and payment of all Daimler 

Litigation Costs (or promptly after the Effective Date after payment of all Daimler Litigation Costs, as set forth in 

Section IV.G.2.c, if the Class 3A Voting Condition is not satisfied). 

114. "First Lien Deficiency Claim" means the First Lien Lenders' deficiency claim pursuant to 

section 506(a) of the Bankruptcy Code and arising out of or in connection with the First Lien Credit Agreement. 

115. "First Lien Excluded Asset" means an asset (or type of asset) that constitutes part of the First Lien 

Collateral listed on the Collateral Schedule (other than the Company Cars) and that is designated by the First Lien 

Agent in writing to (a) the Debtors or the Liquidation Trust, as applicable, and (b) the Government DIP Lenders, as 

one that the First Lien Agent neither wishes to fund as a First Lien Trust Asset nor treat as a First Lien Foreclosed 

Asset (including an asset designated as an "Excluded Asset" under the First Lien Winddown Order); provided that 

any such asset in the Liquidation Trust that is First Lien Collateral shall continue to be treated as a First Lien Trust 

Asset until the expiration of the Abandonment Period. Any First Lien Trust Asset remaining in the Liquidation 

Trust as of the date that is 15 days prior to the Outside Termination Date shall be treated as if designated as a First 

Lien Excluded Asset as of that date and the Abandonment Period shall commence.

116. "First Lien Foreclosed Asset" means an asset (or type of asset) that constitutes part of the First 

Lien Collateral listed on the Collateral Schedule (other than the Company Cars) and that is designated by the First 

Lien Agent in writing to (a) the Debtors or the Liquidation Trust, as applicable, and (b) the Government DIP 

Lenders, as an asset that is to be transferred from the Debtors' Estates or, after the Effective Date, the Liquidation 

Trust, to the Collateral Trustee or its designee by consensual foreclosure, deed in lieu or similar mechanism, or by 

such other means as reasonably determined by the First Lien Agent (including an asset designated as a "Foreclosed 

Asset" under the First Lien Winddown Order).

117. "First Lien Lenders" means, collectively, the lenders party to the First Lien Credit Agreement or 

their successors or assigns. 

118. "First Lien Reserve" means the amount remaining in the $15 million "Reserve" established under 

the First Lien Winddown Order from the existing proceeds of First Lien Collateral, which is to be used to pay the 

Covered Costs with respect to First Lien Trust Assets or First Lien Excluded Assets, consistent with the Plan and the 

First Lien Winddown Order, and subject to the "Minimum Amount" established by the First Lien Winddown Order.

119. "First Lien Secured Claims" means, collectively, the Secured Claims of the First Lien Lenders 

arising under or in connection with the First Lien Credit Agreement. 

120. "First Lien Trust Asset" means an asset (or type of asset) that constitutes part of the First Lien 

Collateral listed on the Collateral Schedule (other than the Company Cars) that is designated by the First Lien Agent 

in writing to (a) the Debtors or the Liquidation Trust, as applicable, and (b) the Government DIP Lenders, as one 

that is to be administered and liquidated by the Debtors' Estates or, after the Effective Date, by the Liquidation Trust 

in accordance with the requirements, conditions and restrictions of the Plan and bankruptcy law and other applicable 

law (including an asset designated as an "Estate Asset" under the First Lien Winddown Order).

121. "First Lien Winddown Order" means the Agreed Order, Pursuant to Sections 105, 361, 362 and 

363 of the Bankruptcy Code, Bankruptcy Rules 2002 and 4001 and Local Bankruptcy Rule 4001-2, (A) Authorizing 

Debtors to Use Cash Collateral of the Prepetition Secured Lenders in Support of the Administration and Disposition 

of Their Collateral and (B) Granting Related Relief, entered by the Bankruptcy Court on November 19, 2009 

(Docket No. 5981), pursuant to which the First Lien Lenders agreed to the use of their cash collateral to fund the 

preservation and liquidation of the First Lien Collateral, subject to certain terms and conditions, as amended by the 
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Stipulation and Agreed Order Extending the Outside Termination Date to the First Lien Winddown Order, entered 

on March 15, 2010 (Docket No. 6612). A copy of the First Lien Winddown Order is attached hereto as Plan 

Exhibit X.A.121. 

121A. "FREC Property" means the real property and related fixtures located at 2301 Featherstone Road, 

Auburn Hills, Michigan 48326. 

122. "General Bar Date Order" means the Order Pursuant to Section 105, 501 and 503 of the 

Bankruptcy Code and Bankruptcy Rules 2002 and 3003(c)(3), Establishing Bar Dates for Filing Proofs of Claim and 

Approving Form and Manner of Notice Thereof, entered by the Bankruptcy Court on August 6, 2009 (Docket No. 

5018). 

123. "General Unsecured Claim" means any Claim that is not an Administrative Priority Claim, Priority 

Tax Claim, Priority Claim, Secured Claim, Cure Amount Claim or an Intercompany Claim. Without limiting the 

foregoing, General Unsecured Claims include (a) the First Lien Deficiency Claim, (b) the TARP Financing 

Deficiency Claim and (c) the Daimler Deficiency Claim. 

124. "General Unsecured Claims Objection Bar Date" means, for all General Unsecured Claims except 

Allowed General Unsecured Claims, the latest of: (a) 180 days after the Daimler Proceeds Receipt Date, subject to 

extension by order of the Bankruptcy Court on motion of the Liquidation Trust; (b) 90 days after the Filing of a 

proof of Claim for such Claim; and (c) such other period of limitation as may be specifically determined by the Plan, 

the Confirmation Order, the Bankruptcy Rules or a Final Order for objecting to a General Unsecured Claim. 

125. "General Unsecured Claims Reserve" means the reserve in the amount of not less than $10 million 

(or such higher amount as may be established by the Liquidation Trustee) established from the Net Daimler 

Proceeds and any General Unsecured Daimler Fund Balance to fund: (a) the activities necessary to reconcile, 

litigate or otherwise resolve Disputed General Unsecured Claims; and (b) any costs to make distributions on account 

of Allowed General Unsecured Claims. No General Unsecured Claims Reserve shall be established if the Class 3A 

Voting Condition is not satisfied. 

126. "General Unsecured Daimler Fund Balance" means the Daimler Fund Balance less the First Lien 

Daimler Fund Balance. 

127. "Government DIP Lenders" means, collectively, the U.S. Treasury and EDC, as lenders under the 

DIP Credit Agreement. 

127A. "Huntsville Property" means the real property and related fixtures located at 103 Wynn Drive, 

Huntsville, Alabama 35801. 

128. "Indenture Trustee" means U.S. Bank National Association, in its capacity as Indenture Trustee 

under the Bond Indenture, and any successor thereto. 

129. "Insured Claim" means any Claim arising from an incident or occurrence alleged to have occurred 

prior to the Effective Date that is covered under an insurance policy applicable to the Debtors or their businesses. 

130. "Intercompany Claim" means any Claim by any Debtor against another Debtor. 

131. "Interest" means the rights and interests of the holders of the Equity Interests of any Debtor, any 

other instruments evidencing an ownership interest in a Debtor or the rights of any Entity to purchase or demand the 

issuance of any of the foregoing, including: (a) redemption, conversion, exchange, voting, participation and 

dividend rights (including any rights in respect of accrued and unpaid dividends); (b) liquidation preferences; and 

(c) membership interest options and warrants. 

132. "Interim Compensation Order" means 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, entered by the Bankruptcy Court on May 20, 2009 (Docket No. 1334). 
 -65- 

133. "IRC" means the Internal Revenue Code of 1986, at Title 26 of the United States Code, as 

amended. 

134. "JPMorgan" means JPMorgan Chase Bank, National Association. 

134A. "Keck Farm Property" means the real property owned by Alton Keck located at 5797 Freitag 

Lane, Watertown, Wisconsin. 

134B. "Keck Orphan Reserve" means a portion of the Environmental Reserve that may be funded in the 

maximum amount of $500,000 in the manner and for the purposes set forth in Section IV.O. If and when funded, 

the Keck Orphan Reserve shall be maintained as a sub-account in the Environmental Reserve. 

134C. "Kenosha Property" means the real property and related fixtures located at 5555 30th Avenue, 

Kenosha, Wisconsin 53114 (sometimes referred to as the Kenosha Engine Plant). 

135. "KeyBank" means KeyBank National Association. 

136. "Lead Contingency Fee Counsel" means Susman Godfrey LLP. 

137. "Liabilities" means any and all claims, obligations, suits, judgments, damages, demands, debts, 

rights, Recovery Actions, Derivative Claims, causes of action and liabilities, whether liquidated or unliquidated, 

fixed or contingent, matured or unmatured, known or unknown, foreseen or unforeseen, then existing or thereafter 

arising in law, equity or otherwise, that are based in whole or in part on any act, event, injury, omission, transaction, 

agreement, employment, exposure or other occurrence taking place on or prior to the Effective Date. 

138. "Liens" means any mortgage, pledge, deed of trust, assessment, security interest, lease, lien, 

adverse claim, levy, charge or other encumbrance of any kind, including any "lien" as defined in section 101(37) of 

the Bankruptcy Code, or a conditional sale contract, title retention contract or other contract to give any of the 

foregoing. 

139. "Liquidation Accounts" means, collectively: (a) the Trust Accounts; (b) the Additional Proceeds 

Account; (c) the First Lien Reserve; (d) the Daimler Fund; and (e) any sub-accounts relating to the foregoing that 

may be established pursuant to Section IV.F.1.c. 

140. "Liquidation Funds" means a total of approximately $302 million, comprised of (a) the Winddown 

Funds and (b) the Prefunded Amount. The Liquidation Funds are subject to the Government DIP Lenders' Liens 

under the DIP Credit Agreement and the DIP Financing Order and are otherwise unencumbered. 

141. "Liquidation Trust" means the trust established pursuant to Section IV.B, among other things, to 

hold the Liquidation Trust Assets and make distributions pursuant to Article V. 

142. "Liquidation Trust Agreement" means the trust agreement, to be dated on or prior to the Effective 

Date, between the Debtors (to the extent still in existence following any Restructuring Transaction) and the 

Liquidation Trustee, governing the Liquidation Trust, which will be substantially in the form of Plan 

Exhibit X.A.142, and in form and substance reasonably satisfactory to the First Lien Agent, the Government DIP 

Lenders and the Creditors' Committee. 

143. "Liquidation Trust Assets" means, collectively, (a) the Liquidation Accounts and (b) the Trust 

Properties. A schedule of the Liquidation Trust Assets is attached to the Liquidation Trust Agreement and is set 

forth on Plan Exhibit X.A.143. 

144. "Liquidation Trust Expenses" means any and all reasonable fees, costs and expenses incurred by 

the Liquidation Trust or the Liquidation Trustee (or any Disbursing Agent, Person, Entity or professional engaged 

by the Liquidation Trust or the Liquidation Trustee) in connection with any of their duties under the Plan and the 

Liquidation Trust Agreement, including any administrative fees, attorneys' fees and expenses, insurance fees, Taxes 
 -66- 

and escrow expenses; provided that the Liquidation Trust Expenses shall not include any Daimler Litigation Costs, 

any Contingency Fees or any fees and out-of-pocket expenses of the Litigation Manager. 

145. "Liquidation Trustee" means (a) as of the Effective Date, RJM I, LLC, an limited liability 

company for which Robert J. Manzo is the sole manager; or (b) any successor trustee after the Effective Date 

appointed in accordance with Section IV.B.3.c.ii. 

146. "Litigation Manager" means Alan R. Brayton as of the Effective Date, or any successor Litigation 

Manager after the Effective Date, appointed in accordance with the procedures set forth in Section IV.H for the sole 

purpose of performing the duties set forth therein if the Class 3A Voting Condition is satisfied. 

147. "Litigation Manager Agreement" means the agreement, to be dated as of the Effective Date, 

between the Liquidation Trust and the Litigation Manager, governing the activities of the Litigation Manager, which 

will be substantially in the form of Plan Exhibit X.A.147, and in form and substance reasonably satisfactory to the 

Creditors' Committee. 

148. "Litigation Manager Hourly Rate" means $750.00 per hour. 

149. "Litigation Manager Maximum Aggregate Fee" means an amount equal to 150% of the Litigation 

Manager Maximum Monthly Fee times the number of months from the Effective Date until the conclusion of the 

Daimler Litigation. 

150. "Litigation Manager Maximum Monthly Fee" means $5,000.00 per month. 

151. "Minimum Distribution Threshold" means $25 million, or such other amount as may be ordered 

by the Bankruptcy Court from time to time at the request of the Liquidation Trustee (it being understood that any 

such request will be made at the sole discretion of the Liquidation Trustee and the Liquidation Trustee shall have 

no obligation to make such request). 

151A. "Mound Road Property" means the real property and related fixtures located at 20300 Mound 

Road, Detroit, Michigan 48234 (sometimes know as the Mound Road Parking Lot). 

152. "MTA" means the Master Transaction Agreement between and among Fiat S.p.A., New Chrysler 

and Old Carco, dated as of April 30, 2009, as be amended, restated, modified or supplemented from time to time. 

153. "Net Daimler Proceeds" means the Daimler Proceeds, less any (a) Contingency Fees and 

(b) Daimler Litigation Costs, if any, in excess of the amounts in the Daimler Fund. 

154. "Net Remaining Car Proceeds" means the Remaining Car Proceeds less the Daimler Litigation 

Cost Reimbursement. 

155. "New Chrysler" means Chrysler Group LLC f/k/a New CarCo Acquisition LLC. 

155A. "New Venture Gear Property" means the real property and related fixtures located at 6600 New 

Venture Gear Drive East, Syracuse, New York 13057. 

156. "Notice Parties" means: (a) prior to the Effective Date, the Debtors, the Creditors' Committee, the 

First Lien Agent and the Government DIP Lenders; and (b) on or after the Effective Date, the Liquidation Trustee, 

the First Lien Agent, the Government DIP Lenders and the Litigation Manager. 

157. "Old Carco" has the meaning given to such term in the Introduction hereof. 

158. "Ordinary Course Professional" means a professional who is retained, employed and paid by the 

Debtors in the ordinary course of the Debtors' business, without the submission of separate retention applications 

and the issuance of separate retention orders for each such professional, as permitted by the Ordinary Course 

Professionals Order. 
 -67- 

159. "Ordinary Course Professionals Order" means the Order, Pursuant to Sections 105(a), 327 and 330 

of the Bankruptcy Code and Bankruptcy Rule 2014(a), Authorizing Debtors and Debtors in Possession to Retain, 

Employ and Pay Certain Professionals in the Ordinary Course of their Businesses, entered by the Bankruptcy Court 

on May 20, 2009 (Docket No. 1306). 

160. "Original Debtors" means, collectively, all of the Debtors other than Debtor Alpha Holding. 

160A. "Other Owned Properties" means, collectively, any real property, other than the Designated 

Owned Properties, that is owned by the Liquidation Trust as part of the Liquidation Trust Assets, including (to the 

extent owned by the Liquidation Trust) the FREC Property, the Huntsville Property, the Mound Road Property, the 

New Venture Gear Property, the PROC Property and the Toledo Jeep Parkway Property. 

161. "Other Secured Claim" means any Secured Claim other than the Allowed Claims of the 

Government DIP Lenders, the First Lien Secured Claims, the Owners' Secured Claims and the TARP Financing 

Secured Claims. 

162. "Outside Termination Date" has the meaning given to such term in the First Lien Winddown 

Order, as modified by Section II.B.2.b. 

162A. "Owned Properties" means, collectively, the Designated Owned Properties and the Other Owned 

Properties. 

162B. "Owned Property Reserve" means a portion of the Environmental Reserve in the original amount 

of $14.5 million to be used solely for the purposes and in the manner set forth in Section IV.O. The Owned Property 

Reserve shall be maintained as a sub-account in the Environmental Reserve. 

163. "Owners' Credit Agreement" means the Second Lien Credit Agreement dated as of 

August 3, 2007, by and among CarCo Intermediate Holdco II LLC, as guarantor; Chrysler LLC (n/k/a Old Carco 

LLC), as borrower; DaimlerChrysler North America Finance Corporation and Madeleine L.L.C., as lenders; and 

JPMorgan as administrative agent, as amended, restated, supplemented or otherwise modified from time to time. 

164. "Owners' Secured Claims" mean the Secured Claims of the lenders under the Owners' Credit 

Agreement. Pursuant to the Order Authorizing Debtor Chrysler LLC to Enter into a Settlement on the Terms set 

forth in the Binding Term Sheet among Daimler, the DC Contributors, Cerberus, Chrysler Holding, Chrysler and 

PBGC Pursuant to Rule 9019 [of the] Federal Rules of Bankruptcy Procedure, entered by the Bankruptcy Court on 

June 5, 2009 (Docket No. 3604), Cerberus Capital Management, L.P. has forgiven its (or its Affiliates') $500 million 

in debt under the Owners' Credit Agreement in its entirety; therefore, the Owners' Secured Claims now consist 

solely of such Claims held by Daimler North America Finance Corporation. 

165. "Paying Agent" means The Bank of New York Trust Company, N.A., in its capacity as paying 

agent under the Bond Indenture, and any successor thereto. 

166. "Periodic Distribution Date" means the 20th day of the month following the end of each calendar 

quarter after the Effective Date (or as soon as reasonably practicable thereafter); provided, however, that if the 

Effective Date is within 45 days of the end of a calendar quarter, the first Periodic Distribution Date will be the 20th 

day of the month following the end of the first calendar quarter after the calendar quarter in which the Daimler 

Proceeds Receipt Date falls.

167. "Person" means any individual, firm, corporation, partnership, limited liability company, joint 

venture, association, trust, unincorporated organization or other Entity. 

168. "Petition Date" means (a) with respect to the Original Debtors, April 30, 2009, the date on which 

the Original Debtors Filed their petitions for relief commencing their Chapter 11 Cases; and (b) with respect to 

Debtor Alpha Holding, May 19, 2009, the date that Alpha Holding filed its petition for relief commencing its 

Chapter 11 Case. 
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169. "Plan" means this amended joint plan of liquidation for the Debtors, and all exhibits attached 

hereto or referenced herein, as the same may be amended, modified or supplemented from time to time. 

170. "Plan Exhibits" means, collectively, the documents listed on the "Table of Exhibits" included 

herein, which documents will be Filed no later than five Business Days before the Confirmation Hearing, to the 

extent not Filed earlier. All Plan Exhibits will be made available on the Document Website once they are Filed. 

The Debtors reserve the right, in accordance with the terms hereof, to modify, amend, supplement, restate or 

withdraw any of the Plan Exhibits after they are Filed and will promptly make such changes available on the 

Document Website. 

171. "Postpetition Agreement" means any valid contract, lease or other agreement that was entered into 

by the Debtors on or after the Petition Date, except as set forth in the Confirmation Order, but in any event including 

the Purchase Agreement and the Tax Settlement Agreement. 

172. "Postpetition Interest" means: (a) the Federal Judgment Rate; (b) the rate of interest set forth in 

the contract or other applicable document between the holder of a Claim and the applicable Debtor giving rise to 

such holder's Claim; (c) with respect to Allowed Claims of governmental units for Taxes, the applicable rate 

required by section 511 of the Bankruptcy Code; or (d) such interest, if any, as otherwise agreed to by the holder of 

a Claim and the applicable Debtor. 

173. "Prefunded Amount" means $42 million from the postpetition financing on a secured superpriority 

basis granted to the Debtors pursuant to the DIP Financing Order that was deposited in the accounts as set forth in 

the DIP Lender Winddown Order. 

174. "Priority Claim" means a Claim that is entitled to priority in payment pursuant to section 507(a) of 

the Bankruptcy Code and that is not an Administrative Priority Claim or a Priority Tax Claim. 

175. "Priority Claim Trust Account" means the Tax Trust Account established in the original amount of 

$21 million, pursuant to the DIP Lender Winddown Order, for the purpose of paying Allowed Priority Tax Claims. 

176. "Priority Claims Objection Bar Date" means for all Claims (including Administrative Priority 

Claims and Priority Tax Claims) other than General Unsecured Claims, the latest of: (a) 150 days after the Effective 

Date, subject to extension by order of the Bankruptcy Court on motion of the Liquidation Trust; (b) 90 days after the 

Filing of a proof of Claim (or other request for Administrative Claim) for such Claim; and (c) such other period of 

limitation as may be specifically determined by the Plan, the Confirmation Order, the Bankruptcy Rules or a Final 

Order for objecting to such a Claim. 

177. "Priority Tax Claim" means a Claim, other than a Secured Claim, that is entitled to priority in 

payment pursuant to section 507(a)(8) of the Bankruptcy Code. 

178. "Pro Rata" means, when used with reference to a distribution of property to holders of Allowed 

Claims in a particular Class or other specified group of Claims pursuant to Article II (other than DIP Financing 

Claims), a proportionate distribution so that with respect to a particular Allowed Claim in such Class or in such 

group, the ratio of (a)(i) the amount of property to be distributed on account of such Claim to (ii) the amount of such 

Claim, is the same as the ratio of (b)(i) the amount of property to be distributed on account of all Allowed Claims in 

such Class or group of Claims to (ii) the amount of all Allowed Claims, in such Class or group of Claims. With 

respect to General Unsecured Claims, until all Disputed Claims in Class 3A are resolved, Disputed Claims shall be 

treated as Allowed Claims in their Face Amounts for purposes of calculating Pro Rata distributions to holders of 

Allowed Claims in such Class. When used with respect to or in connection with the Government DIP Lenders, 

Pro Rata means a proportionate distribution or payment to the Government DIP Lenders that has been established as 

agreed between the Government DIP Lenders in the Third Amendment to the DIP Credit Agreement filed with the 

Bankruptcy Court on March 23, 2010 (Docket No. 6657). When used with respect to or in connection with a 

Terminated Other Property, Pro Rata share means (a) the ratio of its Allocated Share to the Unsold Other Property 

Aggregate on the date of the calculation, multiplied by (b) the Unused Allocated Share (provided that, for the 

avoidance of doubt, the Pro Rata share may not exceed the Allocated Share for any Terminated Other Property). 
 -69- 

178A. "PROC Property" means, collectively, the real property and related fixtures located at 

(a) 14250 Plymouth Road, Detroit, Michigan 48227 and (b) 12311 Mark Twain, Detroit, Michigan 48227 

(sometimes referred to as the Jeep/Truck Engineering Facility and the Mark Twain Warehouse, respectively). 

179. "Professional" means any professional (including any Ordinary Course Professional) employed in 

the Chapter 11 Cases pursuant to sections 327, 328, 332, 363 or 1103 of the Bankruptcy Code or any professional or 

other Entity seeking compensation or reimbursement of expenses in connection with the Chapter 11 Cases pursuant 

to section 503(b)(4) of the Bankruptcy Code. 

180. "Property Tax Trust Account" means the Tax Trust Account established in the original amount of 

$14 million pursuant to the DIP Lender Winddown Order to pay (a) the Debtors' allocated portion of the 2009 

Property Taxes consistent with paragraph 20 of the Sale Order and (b) other secured property Taxes on the DIP 

Collateral (but not for use to pay any secured property Taxes relating to the First Lien Collateral). 

181. "Purchase Agreement" means, collectively, the MTA and all schedules thereto and other ancillary 

and supporting documents (including, without limitation, the Transition Services Agreement and the Tax Indemnity 

Letter), as such agreements, schedules and other documents may be amended, restated, modified or supplemented 

from time to time. 

182. "Reclamation Claim" means any Claim for reclamation pursuant to section 546(c)(1) of the 

Bankruptcy Code and/or section 2-702 of the Uniform Commercial Code (as adopted in the applicable state). 

183. "Recovery Actions" means, collectively and individually, preference actions, fraudulent 

conveyance actions and other claims or Causes of Action available to the Debtors under chapter 5 of the Bankruptcy 

Code and other similar state law claims and Causes of Action, including the Daimler Litigation. 

184. "Reinstated" or "Reinstatement" means rendering a Claim or Interest unimpaired within the 

meaning of section 1124 of the Bankruptcy Code. Unless the Plan specifies a particular method of Reinstatement, 

when the Plan provides that a Claim or Interest will be Reinstated, such Claim or Interest will be Reinstated, at the 

Debtors' or the Liquidation Trustee's sole discretion, such that the legal, equitable and contractual rights to which 

such Claim or Interest entitles the holder will be unaltered. 

184A. "Related Claim" has the meaning given to it in Section III.E.4.a.i. 

185. "Released Parties" means, collectively and individually, the Debtors, the Debtors' direct and 

indirect wholly owned subsidiaries as of the Confirmation Date, the Liquidation Trust, the Liquidation Trustee, 

the Litigation Manager, the Creditors' Committee and its current and former members (each solely in its capacity as 

such), the U.S., the Canadian DIP Consortium Members, the First Lien Agent, the First Lien Lenders, the Collateral 

Trustee, and the Representatives of each of the foregoing. 

186. "Releases" means the releases set forth in Section III.E.5. 

187. "Remaining Car Proceeds" means 20% of any Car Proceeds. 

188. "Representatives" means, with respect to any Entity: a successor, predecessor, current and former 

officer, current and former director, manager, partner, employee, agent, attorney, advisor, investment banker, 

financial advisor, accountant or other Professional of such Entity, and a committee of which such Entity is a 

member, in each case in such capacity. For the avoidance of doubt, (a) New Chrysler and its Affiliates from and 

after the Closing Date are not successors or otherwise treated as Representatives hereunder and (b) Daimler shall not 

be treated a Representative hereunder. 

189. "Restructuring Transactions" means, collectively, the transactions implemented pursuant to 

Section IV.B in the sole discretion of the Debtors or the Liquidation Trustee that occur to effectuate the Plan, 

including those set forth on Plan Exhibit X.A.189. 
 -70- 

190. "Sale Order" means the Order (I) Authorizing the Sale of Substantially All of the Debtors' Assets 

Free and Clear of All Liens, Claims, Interests and Encumbrances, (II) Authorizing the Assumption and Assignment 

of Certain Executory Contracts and Unexpired Leases in Connection Therewith and Related Procedures and 

(III) Granting Related Relief, entered by the Bankruptcy Court on May 31, 2009 (Docket No. 3232). 

191. "Sales and Use Escrow" means the segregated account no. 041001039 with KeyBank (formerly 

account no. 144025784 with JPMorgan), in the original amount of $63 million, established from the Winddown 

Funds in accordance with paragraph 21 of the Sale Order, to be used to pay certain sales and use taxes, Michigan 

business taxes and other taxes owed to state and local taxing authorities in the United States in respect of any of the 

Debtors and not covered by paragraph 20 of the Sale Order. 

192. "Schedules" means the schedules of assets and liabilities and the statement of financial affairs 

Filed by a Debtor on August 12, 2009, as required by section 521 of the Bankruptcy Code, as the same may have 

been or may be amended, modified or supplemented. 

193. "Secondary Liability Claim" means a Claim that arises from a Debtor being liable as a guarantor 

of, or otherwise being jointly, severally or secondarily liable for, any contractual, tort, guaranty or other obligation 

of another Debtor, including any Claim based on: (a) vicarious liability; (b) liabilities arising out of piercing the 

corporate veil, alter ego liability or similar legal theories; (c) guaranties of collection, payments or performance; 

(d) indemnity bonds, obligations to indemnify or obligations to hold harmless; (e) performance bonds; (f) contingent 

liabilities arising out of contractual obligations or out of undertakings (including any assignment or transfer) with 

respect to leases, operating agreements or other similar obligations made or given by a Debtor or relating to the 

obligations or performance of another Debtor; (g) several liability of a member of a consolidated (or 

equivalent) group of corporations for Taxes of other members of the group or of the entire group; or (h) any other 

joint or several liability, including Claims for indemnification or contribution, that any Debtor may have against any 

other Debtor in respect of any obligation that is the basis of a Claim. 

194. "Secured Claim" means a Claim that is secured by a Lien on property in which an Estate has an 

interest or that is subject to setoff under section 553 of the Bankruptcy Code, to the extent of the value of the Claim 

holder's interest in such Estate's interest in such property or to the extent of the amount subject to setoff, as 

applicable, as determined pursuant to sections 506(a) and, if applicable, 1129(b) of the Bankruptcy Code. 

195. "Secured Parties" has the meaning given to such term in the Cash Collateral Order. 

196. "Secured Tax Claim" means a Secured Claim arising out of a Debtor's liability for any Tax. 

197. "Segregated Tax Account" means the segregated account no. 359681267753 with KeyBank 

established in the original amount of $50 million, consistent with the terms of the DIP Lender Winddown Order to 

pay certain taxes triggered by the Fiat Transaction, including Canadian and U.S. corporate income tax, Canadian 

withholding tax and taxes giving rise to personal liability for the Debtors' current or former employees, officers and 

directors, for which Old Carco's liability was limited to $50 million pursuant to the Tax Indemnity Letter; provided 

that the funds in the Segregated Tax Account will be used solely for their specified purposes described herein and in 

the Tax Indemnity Letter, and the Segregated Tax Account will remain open and in the Liquidation Trust until the 

earlier of (a) the expiration of the applicable statute of limitations periods for the taxes subject to the Segregated Tax 

Account or (b) the date on which the balance of the Segregated Tax Account is reduced to zero as a result of 

payments permitted to be made in accordance with the specified purposes described herein and in the Tax Indemnity 

Letter. 

198. "Settlement Agreement III" means the Settlement Agreement III among CG Investment Group, 

LLC; CG Investor, LLC; Chrysler Holding LLC; Carco Intermediate Holding I LLC; Old Carco; Daimler AG; 

Daimler North America Finance Corporation; Daimler Investments US Corporation; and the Pension Benefit 

Guaranty Corporation, which was approved by the Bankruptcy Court pursuant to the Order Authorizing Debtor 

Chrysler LLC [n/k/a Old Carco LLC] to Enter into a Settlement on the Terms Set Forth in the Binding Term Sheet 

among Daimler, the DC Contributors, Cerberus, Chrysler Holding, Chrysler and PBGC Pursuant to Rule 9019 [of 

the] Federal Rules of Bankruptcy Procedure, entered by the Bankruptcy Court on June 5, 2009 (Docket No. 3604). 
 -71- 

198A. "Site Specific Account" means an account that has been established by the relevant environmental 

authority for the sole purpose of funding administrative expenses and environmental clean-up at, or of 

contamination emanating from, a particular Abandonment Property. 

198B. "St. Louis Property" means, collectively, the real property and related fixtures located at 

(a) 1001 North Highway Drive, Fenton, Missouri 63026; and (b) 1050 Dodge Drive, Fenton, Missouri 63026 

(sometimes referred to as the St. Louis South Assembly Plant and the St. Louis North Assembly Plant, respectively). 

199. "Stipulation of Amount and Nature of Claim" means a stipulation or other agreement between a 

holder of a Claim and either a Debtor or the Liquidation Trust, as applicable, and that, prior to the Effective Date, is 

approved by the Bankruptcy Court, or an agreed order of the Bankruptcy Court, establishing the amount and nature 

of a Claim. Any such stipulation or other agreement between the Liquidation Trustee on behalf of the Liquidation 

Trust and a holder of a Claim executed after the Effective Date is not subject to approval of the Bankruptcy Court.

200. "Subsidiary Debtor Equity Interest" means, as to a Debtor other than Old Carco, any Interests in 

such Debtor. 

201. "TARP Financing" means, collectively, the TARP Loan Agreement and the TARP Promissory 

Note, including the guaranties thereof. 

202. "TARP Financing Deficiency Claim" means any Claim asserted as a deficiency claim pursuant to 

section 506(a) of the Bankruptcy Code and arising out of or in connection with the TARP Financing. 

203. "TARP Financing Secured Claims" means, collectively, the Secured Claims of the U.S. Treasury 

arising under or in connection with the TARP Financing. 

204. "TARP Loan" means the loans made under the TARP Loan Agreement. 

205. "TARP Loan Agreement" means that certain Loan and Security Agreement dated as of 

December 31, 2008, as it may be amended, supplemented or modified from time to time, between Chrysler Holding 

LLC, as borrower, and the U.S. Treasury, as lender, and that was guaranteed by CarCo Intermediate HoldCo I LLC, 

CarCo Intermediate HoldCo II LLC, Old Carco and certain of Old Carco's domestic subsidiaries. 

206. "TARP Promissory Note" means the promissory note in the amount of $267 million dated 

December 31, 2008 provided by Chrysler Holding LLC to the U.S. Treasury in connection with the TARP Loan, 

which was guaranteed by CarCo Intermediate HoldCo I LLC, CarCo Intermediate HoldCo II LLC, Old Carco and 

certain of Old Carco's domestic subsidiaries. 

207. "Tax" means: (a) any net income, alternative or add-on minimum, gross income, gross receipts, 

gross margin, sales, use, ad valorem, value added, transfer, franchise, profits, license, withholding, payroll, 

employment, excise, severance, stamp, occupation, premium, property, environmental, escheat or windfall profit tax, 

custom, duty or other tax, governmental fee or other like assessment or charge of any kind whatsoever (together in 

each instance with any interest, penalty, addition to tax or additional amount) imposed by any federal, state, local or 

foreign taxing authority; or (b) any liability for payment of any amounts of the foregoing types as a result of being a 

member of an affiliated, consolidated, combined or unitary group, or being a party to any agreement or arrangement 

whereby liability for payment of any such amounts is determined by reference to the liability of any other Entity. 

208. "Tax Indemnity Letter" means that certain Tax Indemnity Letter, dated June 10, 2009, entered into 

by and among New Chrysler, Alpha Holding and Old Carco in connection with Section 7.01 of the MTA. 

209. "Tax Settlement Agreement" means the Tax Settlement Agreement, dated as of June 3, 2009, 

among (a) Cerberus subsidiaries CG Investment Group, LLC and Chrysler Holding LLC; (b) Old Carco; 

(c) Chrysler Canada Inc.; (d) Chrysler Canada Holding ULC; (e) 3217923 Nova Scotia Company ULC; (f) Alpha 

Holding LP; (g) Chrysler Mexico Holding, S. de R.L. de C.V.; (h) Chrysler de Mexico S.A. de C.V.; (i) Chrysler De 

Venezuela LLC; (j) Daimler AG; (k) Daimler North America Finance Corporation; and (l) Daimler Investments US 

Corporation, which was approved by the Bankruptcy Court pursuant to the Opinion and Order Approving Tax 
 -72- 

Settlement Agreement Among the DC Contributors, the CG Investment Group, LLC, Daimler, Chrysler Holding, 

Chrysler and CCI Pursuant to Rule 9019 of the Federal Rules of Bankruptcy Procedure, dated May 31, 2009 

(Docket No. 3075). 

210. "Tax Trust Accounts" means, collectively, the Priority Claim Trust Account, the Segregated Tax 

Account, the Sales and Use Escrow and the Property Tax Trust Account. Notwithstanding anything herein or in the 

Sale Order or the DIP Lender Winddown Order, in the discretion of the Debtors or the Liquidation Trustee and with 

the agreement of the U.S. Treasury, excess amounts in any Tax Trust Account may be used to fund deficiencies in 

another Tax Trust Account as and when determined to be necessary or appropriate in the discretion of the 

Liquidation Trustee solely with the consent of the U.S. Treasury (which consent may be withheld for any reason); 

provided further that, without limiting the foregoing, the U.S. Treasury agrees that up to $4 million in excess 

amounts in any Tax Trust Account may be used to fund such deficiencies without the further consent of the U.S. 

Treasury. 

210A. "Terminated Other Property" means an Unsold Other Property that has been designated as a 

Terminated Property by the Liquidation Trust in accordance with Section IV.O.2.b. 

210B. "Terminated Property" means any Unsold Property that has been designated by the Liquidation 

Trust in accordance with Section IV.O.2.b. 

211. "Third Party Disbursing Agent" means an Entity designated by the Liquidation Trustee to act as a 

Disbursing Agent pursuant to Section V.B. 

212. "Togut" means Togut, Segal & Segal, LLP. 

 212A. "Toledo Jeep Parkway Property" means the real property and related fixtures located at 1000 Jeep 

Parkway, Toledo, Ohio 43657. 

213. "Tort Claim" means any Claim that has not been settled, compromised or otherwise resolved that: 

(a) arises out of allegations of personal injury, wrongful death, property damage, products liability or similar legal 

theories of recovery; or (b) arises under any federal, state or local statute, rule, regulation or ordinance governing, 

regulating or relating to health, safety, hazardous substances or the environment. 

213A. "Transferred Properties" means, collectively, all Owned Properties transferred by the Liquidation 

Trust to an Environmental Response Trust pursuant to an Environmental Response Trust Agreement. 

214. "Transition Services Agreement" means the Transition Services Agreement by and between 

Chrysler LLC (n/k/a Old Carco LLC) and New CarCo Acquisition LLC (n/k/a Chrysler Group LLC), dated 

June 10, 2009, as amended, modified or supplemented from time to time. 

215. "Trust Accounts" means, collectively, (a) the Tax Trust Accounts, (b) the Fee Escrow, (c) the 

Winddown Fee Trust Account, (d) the Additional Winddown Cost Escrow and (e) the Environmental Reserve, all of 

which are established consistent with the Winddown Budget, are subject to the perfected first priority Lien of the 

Government DIP Lenders under the DIP Credit Agreement and the DIP Financing Order and are otherwise 

unencumbered. Except as otherwise set forth in the Plan (including Section X.A.210), the Trust Accounts may be 

used only for their designated purposes and remain subject to the terms, conditions and limitations set forth in the 

DIP Lender Winddown Order, including paragraph 3 thereof, and the Winddown Budget. 

216. "Trust Properties" means, collectively, (a) the DIP Non-Liquidation Funds Collateral, (b) any First 

Lien Trust Assets, (c) the Company Cars and (d) any other assets in the Debtors' Estates as of the Effective Date 

(including, to the extent not already included in the foregoing, (i) certain Subsidiary Debtor Equity Interests and the 

Debtors' ownership interests in any of their non-Debtor subsidiaries that will remain in existence after the Effective 

Date pursuant to the Restructuring Transactions set forth on Plan Exhibit X.A.189 and (ii) the Debtors' rights under 

(A) Postpetition Agreements and (B) agreements assigned to the Liquidation Trust pursuant to the Plan), and the 

proceeds thereof, all of which shall be transferred to the Liquidation Trust to be administered, sold, abandoned or 
 -73- 

otherwise liquidated pursuant to the Plan (or, if not transferable, held by the Debtors for the benefit of the 

Liquidation Trust). 

217. "Twenty Day Claim" means any Claim, pursuant to section 503(b)(9) of the Bankruptcy Code, for 

the value of goods received by a Debtor in the 20 days immediately prior to the Petition Date for such Debtor and 

sold to such Debtor in the ordinary course of the Debtors' businesses. 

218. "Uninsured Claim" means any Claim that is not an Insured Claim 

219. "United States" means, collectively, the U.S. and its agencies, departments or instrumentalities (or 

such agencies, departments and instrumentalities individually as the context may require), together with their 

transferees, successors and assigns, if any, and their Representatives. 

219A. "Unsold Designated Properties" means, collectively, any Designated Owned Properties that have 

not been sold to third party buyers, transferred to the Collateral Trustee as a First Lien Foreclosed Asset or 

transferred to the Government DIP Lenders or another secured creditor, and therefore remained owned by the 

Liquidation Trust. 

219B. "Unsold Other Properties" means, collectively, any Other Owned Properties that have not been 

sold to a third party buyer, transferred to the Collateral Trustee as a First Lien Foreclosed Asset or transferred to the 

Government DIP Lenders or another secured creditor, and therefore remained owned by the Liquidation Trust. 

219C. "Unsold Other Property Aggregate" means the aggregate of the Allocated Shares for each of the 

Unsold Other Properties at any given point in time. 

219D. "Unsold Properties" means, collectively, any Unsold Designated Properties and any Unsold Other 

Properties. 

219E. "Unused Allocated Share" means the aggregate amount of Cash remaining in the Owned Property 

Reserve at any time that is in excess of the Allocated Shares for all Unsold Designated Properties. 

220. "U.S." means United States of America. 

220A. "U.S. EPA" means the Unites States Environmental Protection Agency. 

221. "U.S. Trustee" means the Office of the United States Trustee for the Southern District of 

New York. 

222. "U.S. Treasury" means The United States Department of the Treasury. 

223. "Voting Deadline" means the deadline for submitting Ballots to either accept or reject the Plan in 

accordance with section 1126 of the Bankruptcy Code that is specified in the Disclosure Statement, the Ballots or 

related solicitation documents approved by the Bankruptcy Court. 

 223A. "WDNR" means the Wisconsin Department of Natural Resources. 

224. "Winddown Budget" means, collectively, the budget set forth in paragraph 2 of the DIP Lender 

Winddown Order, as modified by the Notice in Accordance with Paragraph 2 of the Agreed Order, Pursuant to 

Sections 105, 361, 362 and 363 of the Bankruptcy Code, Bankruptcy Rules 2002, 4001, 9014 and 9019 and Local 

Bankruptcy Rule 4001-2 Approving (A) Winddown Funding for the Debtors' Estates and (B) Related Matters 

(Docket No. 6066) and the terms of the Plan, as it may be further modified, amended or supplemented by agreement 

of the Debtors or the Liquidation Trustee and the U.S. Treasury. For the avoidance of doubt, pursuant to the terms 

of the Plan, the Environmental Reserve shall be treated as part of the Winddown Budget, subject to the terms and 

conditions set forth herein. 
 -74- 

225. "Winddown Fee Trust Account" means the Trust Account established in the original amount of 

$27.5 million of the Winddown Funds pursuant to the DIP Lender Winddown Order, to be used exclusively to fund 

the fees, costs and expenses of Fee Escrow Professionals for the period from and after September 1, 2009. Under 

the DIP Lender Winddown Order, (a) $13.75 million of the funds in the Winddown Fee Trust Account was 

designated for Capstone and (b) the remaining $13.75 million was designated, collectively, for Jones Day, Togut 

and Cahill. 

226. "Winddown Funds" means the $260 million of the DIP Financing that the parties agreed to 

maintain pursuant to Section 5.20 of the DIP Credit Agreement to fund the winddown of the Debtors' Estates (in an 

amount to be agreed upon by the U.S. Treasury), including the consummation of the Plan. For the avoidance of 

doubt, the Winddown Funds are subject to the Government DIP Lenders' perfected first priority Liens and are not 

subject to any other Liens, including any Liens of the First Lien Lenders. 

227. "Winddown Orders" means, collectively, the First Lien Winddown Order and the DIP Lender 

Winddown Order. Subject to the provisions hereof, the Winddown Orders will remain in full force and effect after 

the Effective Date in accordance with their terms. 

B. Other Terms 

Any term used in the Plan that is not otherwise defined herein, but that is used in the Bankruptcy 

Code or the Bankruptcy Rules, shall have the meaning given to that term in the Bankruptcy Code or the Bankruptcy 

Rules, as applicable. 

[The remainder of this page is intentionally blank.]
ATI-2411762v16 -75-

Dated: January 22, 2010 

(Modified as of April 20, 2010) 

Respectfully submitted, 

 

 Old Carco LLC, on its own behalf and on behalf of each 

Affiliate Debtor 

 By: /s/ Ronald E. Kolka 

 Name: Ronald E. Kolka 

 Title: Chief Executive Officer 

COUNSEL: 

Corinne Ball 

Veerle Roovers 

JONES DAY 

222 East 41st Street 

New York, New York 10017 

Telephone: (212) 326-3939 

Facsimile: (212) 755-7306 

David G. Heiman 

Carl E. Black 

JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

Jeffrey B. Ellman 

JONES DAY 

1420 Peachtree Street, N.E. 

Suite 800 

Atlanta, Georgia 30309 3053 

Telephone: (404) 581-3939 

Facsimile: (404) 581-8330 

ATTORNEYS FOR DEBTORS 

AND DEBTORS IN POSSESSION
ANNEX II

Confirmation Notice
NYI-4251947v10 

UNITED STATES BANKRUPTCY COURT 

SOUTHERN DISTRICT OF NEW YORK 

--------------------------------------------------------------- 

In re 

Old Carco LLC 

(f/k/a Chrysler LLC), et al.,

 Debtors. 

--------------------------------------------------------------- 

x 

: 

: 

: 

: 

: 

: 

: 

: 

x 

Chapter 11 

Case No. 09-50002 (AJG) 

(Jointly Administered) 

NOTICE OF [(A)] ENTRY OF ORDER CONFIRMING SECOND 

AMENDED JOINT PLAN OF LIQUIDATION OF DEBTORS AND DEBTORS 

IN POSSESSION, AS MODIFIED [AND (B) OCCURRENCE OF EFFECTIVE DATE]

PLEASE TAKE NOTICE OF THE FOLLOWING: 

1. Confirmation of the Plan. 

On April [__], 2010, the United States Bankruptcy Court for the Southern District of 

New York (the "Bankruptcy Court") entered the Order Confirming Second Amended Joint Plan of 

Liquidation of Debtors and Debtors in Possession, as Modified (Docket No. [__]) (the "Confirmation Order") 

confirming the Second Amended Joint Plan of Liquidation of Debtors and Debtors in Possession, dated 

January 22, 2010, as modified as of April 13, 2010 (Docket No. 6783) and on the record at the Confirmation 

Hearing (collectively, and including all exhibits thereto, the "Plan"),1

 in the chapter 11 cases of the 

above-captioned debtors and debtors in possession (collectively, the "Debtors"). Unless otherwise defined in 

this Notice, capitalized terms and phrases used herein have the meanings given to them in the Plan and the 

Confirmation Order.

2. [Occurrence of the Effective Date.] 

[The Effective Date of the Plan occurred on [_____] [__], 2010, and, effective as of this 

date, the Debtors (a) have transferred the assets remaining in their Estates to the Liquidation Trust in 

accordance with the Plan and (b) have taken, or are taking, such actions as may be necessary or 

appropriate to transfer, merge, dissolve or terminate the corporate existence of the Debtors consistent 

with the Restructuring Transactions.] [N.B. – If the Effective Date has not occurred, this paragraph 

will be deleted and paragraph 16 below will be inserted.] 

3. Liquidation Trust. 

As of the Effective Date, the Liquidation Trust [was / will be] established pursuant to the 

Plan and the Liquidation Trust Agreement for the purpose of, among other things, liquidating the assets 

contributed by the Debtors to the Liquidation Trust, resolving all Disputed Claims, pursuing any Recovery 

Actions (including the Daimler Litigation), making all distributions to holders of Allowed Claims in 

accordance with the terms of the Plan and otherwise implementing the Plan. 

 1

 A copy of the Plan, as confirmed (but without the exhibits thereto), is attached to the Confirmation 

Order as Annex I. 
NYI-4251947v10 -2- 

4. Termination of Certain Subordination Rights and Settlement of Related Claims 

and Controversies. 

a. Termination. The classification and manner of satisfying all Claims and Interests 

under the Plan take into consideration all subordination rights, whether arising under general principles of 

equitable subordination, contract, section 510(c) of the Bankruptcy Code or otherwise, that a holder of a 

Claim or Interest may have against other Claim or Interest holders with respect to any distribution made 

pursuant to the Plan. All subordination rights that a holder of a Claim may have with respect to any 

distribution to be made pursuant to the Plan are released and terminated, and all actions related to the 

enforcement of such subordination rights are permanently enjoined. Accordingly, distributions pursuant to 

the Plan to holders of Allowed Claims are not be subject to payment to a beneficiary of such terminated 

subordination rights or to levy, garnishment, attachment or other legal process by a beneficiary of such 

terminated subordination rights. Nothing in Section III.E.7.a of the Plan affects the Liquidation Trust's 

rights to pursue any Cause of Action preserved by the Plan, subject to Section III.E.1 of the Plan. 

b. Settlement. Pursuant to Bankruptcy Rule 9019 and in consideration for the 

distributions and other benefits provided under the Plan, the provisions of the Plan constitute a good faith 

compromise and settlement of all claims or controversies relating to the subordination rights that a holder of 

a Claim may have with respect to any Allowed Claim or any distribution to be made pursuant to the Plan on 

account of any Allowed Claim. The entry of the Confirmation Order constitutes the Bankruptcy Court's 

approval, as of the Effective Date, of the compromise or settlement of all such claims or controversies and 

the Bankruptcy Court's finding that such compromise or settlement is in the best interests of the Debtors and 

their respective property and Claim and Interest holders and is fair, equitable and reasonable.

5. Release of Liens. 

Except as otherwise provided in the Plan, the Winddown Orders or in any contract, 

instrument, release or other agreement or document entered into or delivered in connection with the Plan, on 

the Effective Date and concurrently with the treatment provided for Claims and Interests in Article II of the 

Plan, all mortgages, deeds of trust, Liens or other security interests against the Assets of any Estate [were / 

will be] fully released and discharged, and all of the right, title and interest of any holder of such mortgages, 

deeds of trust, Liens or other security interests, including any rights to any collateral under the Plan, [are / 

will be] enforceable solely against the applicable Liquidation Trust Assets in accordance with and subject to 

the terms of the Plan or the Winddown Orders, provided that, for the avoidance of doubt, (a) the First Lien 

Agent's Lien on the First Lien Collateral remains fully perfected, non-voidable and enforceable after the 

Effective Date and (b) the Government DIP Lenders' Lien on the DIP Collateral remains fully perfected, 

non-voidable and enforceable after the Effective Date. 

6. Termination of All Employee, Retiree and Workers' Compensation Benefits. 

All existing employee benefit plans, retiree benefit plans and workers' compensation benefits 

not previously terminated by the Debtors, or assumed by the Debtors and assigned to New Chrysler, were 

terminated on or before the Effective Date, except as otherwise expressly provided in the Confirmation 

Order. 

7. Termination and Cancellation of Instruments, Securities and Other 

Documentation 

a. Bonds. On the Effective Date, the Bond Indenture and the Bonds issued thereunder 

were deemed terminated, and of no further force and effect, with respect to the Debtors. Subject to Section 

 IV.L.1.a of the Plan, the holders of the Bonds have no rights against the Debtors arising from or relating to 

such instruments and other documentation, or the deemed termination thereof. The Debtors do not have any 

continuing obligations or rights under the Bond Indenture and the Bonds issued thereunder, except with 
NYI-4251947v10 -3- 

respect to any obligations to the Bondholders as holders of Allowed Claims in Class 3A and as otherwise set 

forth in the Plan, provided that such deemed termination with respect to the Debtors does not affect any 

rights and obligations arising from and in connection with the Bond Indenture and the Bonds by or among 

the Indenture Trustee, the Bondholders, Daimler, the Paying Agent and any other non-Debtor Entity such 

that the Bond Indenture and the Bonds are unaffected and continue with respect to such Entities for all other 

purposes, including, without limitation: 

(i) as necessary to preserve, pursue or administer the rights, claims, liens and interests 

of the Indenture Trustee and the holders of Bondholder Claims under the Bond 

Indenture against non-Debtor third parties (including to preserve and pursue the 

claims, rights and interests of the Indenture Trustee and the Bondholders against 

Daimler, as guarantor, under the Daimler Bondholder Guaranty); and

(ii) to the extent necessary to allow the Indenture Trustee to receive distributions on 

behalf of the holders of Allowed Bondholder Claims pursuant to the Plan, and make 

distributions under the Bond Indenture, on account of Allowed Bondholder Claims.

For the avoidance of doubt, nothing in the Plan affects the obligations of Daimler under, and the terms of, 

the Bond Indenture and the Daimler Bondholder Guaranty. 

 Nothing in the Plan impairs the rights of the Indenture Trustee to enforce its charging liens, 

created in law or pursuant to the Bond Indenture, against property that otherwise would be distributed to the 

Bondholders. Without further action or order of the Bankruptcy Court, the charging liens of the Indenture 

Trustee shall attach to any property distributable to the holders of Allowed Bondholder Claims under the 

Plan with the same priority, dignity and effect that such Liens had on property distributable under the Bond 

Indenture. 

b. Equity Interests. Except as set forth in Section II.B.9 of the Plan, the Equity Interest 

of all Debtors [were / will be] deemed cancelled and of no further force and effect on the Effective Date. 

The holders of or parties to such cancelled securities and other documentation have no rights arising from or 

relating to such securities and other documentation or the cancellation thereof.

8. Releases. 

a. General Releases by the Debtors and the Liquidation Trust. Without limiting any 

other applicable provisions of, or releases contained in, the Plan, as of the Effective Date, the Debtors, the 

Liquidation Trustee on behalf of the Liquidation Trust, the Litigation Manager, the Estates and their 

respective Debtor and non-Debtor successors, assigns and any and all Entities who may purport to claim by, 

through, for or because of them, [forever released, waived and discharged / will forever release, waive 

and discharge] all Liabilities and Claims that they have, had or may have against any Released Party; 

provided, however, that the foregoing provisions do not affect (i) any rights to enforce the Plan, the 

Liquidation Trust Agreement, the Litigation Manager Agreement, the Winddown Budget, the Winddown 

Orders or the other contracts, instruments, releases, agreements or documents to be, or previously, entered 

into or delivered in connection with the Plan or the Sale Order; (ii) any objections by the Debtors or the 

Liquidation Trust to Claims or Interests filed by any Person or Entity against any Debtor and/or the Estates, 

including rights of setoff, refund or other adjustments, provided, however, that the Debtors and the 

Liquidation Trust have no further right to object to or challenge the Liens of the Government DIP Lenders 

and the lender under the TARP Loan Agreement; (iii) claims for Tax refunds or adjustments; or (iv) the 

claims and Causes of Action referenced in Section III.E.5.f of the Plan. 

b. General Releases by Holders of Claims or Interests. Without limiting any other 

applicable provisions of, or releases contained in, the Plan, and subject to Sections III.E.5.c and III.E.5.d of 

the Plan, as of the Effective Date, in consideration for the obligations of the Debtors, the Liquidation Trust, 
NYI-4251947v10 -4- 

the Liquidation Trustee or the Litigation Manager under the Plan and the consideration and other contracts, 

instruments, releases, agreements or documents to be entered into or delivered in connection with the Plan, 

each holder of a Claim or Interest who voted in favor of the Plan, to the fullest extent permissible under 

applicable law, [is / will be] deemed to forever release, waive and discharge all Liabilities in any way 

relating to a Debtor, the Chapter 11 Cases, the Estates, the Plan, the Plan Exhibits or the Disclosure 

Statement that such Entity has, had or may have against any Released Party (but excluding, and not 

releasing, any right to enforce the obligations of Released Parties under the Plan, the Liquidation Trust 

Agreement, the Litigation Manager Agreement, the Winddown Budget, the Winddown Orders and the other 

contracts, instruments, releases, agreements or documents to be entered into or delivered in connection with 

the Plan or the Sale Order); provided that, for the avoidance of doubt, the foregoing provision does not 

affect any of the claims and causes of action referenced in Section III.E.5.f of the Plan. 

c. Release of Released Parties by Other Released Parties. From and after the Effective 

Date, to the fullest extent permitted by applicable law, and subject to Section III.E.5.d of the Plan, the 

Released Parties release each other from any and all Liabilities that any Released Party is entitled to assert 

against any other Released Party in any way relating to any Debtor; the Liquidation Trust; the Chapter 11 

Cases; the Estates; the formulation, preparation, negotiation, dissemination, implementation, administration, 

confirmation or consummation of any of the Plan, or the property to be distributed under the Plan; the Plan 

Exhibits; the Disclosure Statement; any contract, employee pension or other benefit plan, instrument, 

release or other agreement or document related to any Debtor, the Chapter 11 Cases or the Estates that were 

created, modified, amended, terminated or entered into in connection with either the Plan or any agreement 

between the Debtors and any Released Party; or any other act taken or omitted to be taken in connection 

with the Debtors' bankruptcy; provided, however, that the foregoing provisions do not affect (i) the liability 

of any Released Party that otherwise would result from any act or omission to the extent that act or omission 

is determined in a Final Order to have constituted gross negligence or willful misconduct; (ii) any rights to 

enforce the Plan, the Liquidation Trust Agreement, the Litigation Manager Agreement, the Winddown 

Budget, the Winddown Orders or the other contracts, instruments, releases, agreements or documents to be 

entered into or delivered in connection with the Plan or the Sale Order; or (iii) the claims and causes of 

action referenced in Section III.E.5.f of the Plan; and provided, further, however, that nothing in Section 

 III.E.5.c of the Plan or any other provision of the Plan or the Confirmation Order will release the Released 

Parties from any liability to the United States or Canada relating to the criminal, environmental, internal 

revenue, securities, fraud, labor, employment (including ERISA) or antitrust laws of the United States or 

Canada, or otherwise limit, preclude, bar or enjoin any actions taken by the United States or Canada 

pursuant to its respective police or regulatory authority, except as and to the extent that the United States 

and Canada are limited under the Plan and under the Bankruptcy Code in actions that may be taken or rights 

that may be asserted or pursued against the Debtors, their Estates, the Liquidation Trust, the Liquidation 

Trustee and their respective Assets and properties with respect to liabilities that constitute pre-Confirmation 

Claims in the Chapter 11 Cases, in which case such Claims will be treated as provided in the Plan. 

d. Limitations as to the United States and Canada. Notwithstanding any other 

provision in the Plan or in the Confirmation Order, as to the United States and Canada acting as releasing 

parties in their respective capacities as Government DIP Lender or otherwise, the provisions of the Plan, 

including Sections III.E.4.a, III.E.5.b, III.E.5.c and V.K thereof, are subject to the following: 

(i) nothing in the Plan or the Confirmation Order discharges, releases, enjoins or 

otherwise bars or limits (A) any liability of the Debtors, the Estates, the Liquidation 

Trust, the Liquidation Trustee or the Litigation Manager to the U.S. or Canada 

arising on or after the Confirmation Date; (B) any liability to the U.S. or Canada that 

is not a "claim" within the meaning of section 101(5) of the Bankruptcy Code; 

(C) any valid right of setoff or recoupment of the U.S. or Canada (and all such setoff 

and recoupment rights are preserved and not waived regardless of whether such right 

was asserted in a timely filed proof of claim); (D) any police or regulatory action of 

the U.S. or Canada; or (E) any environmental liability to the U.S. or Canada that the 
NYI-4251947v10 -5- 

Debtors, the Estates, the Liquidation Trust or the Liquidation Trustee, or any other 

person or Entity may have as an owner or operator of real property or otherwise, 

unless in the case of (D) or (E) such liability or obligation is a pre-Confirmation 

Claim in the Chapter 11 Cases, in which case such Claim will be treated as provided 

in the Plan; and 

(ii) nothing in the Plan or the Confirmation Order discharges, releases, enjoins or 

otherwise bars or limits any liability to the United States or Canada on the part of 

any persons or Entities other than the Debtors, the Estates, the Liquidation Trust, the 

Liquidation Trustee or the Litigation Manager, except with respect to the other 

Released Parties to the extent set forth in Section III.E.5.c of the Plan. 

e. Plan Does Not Affect Liability and Obligations Relating to Sale Order. 

Notwithstanding anything to the contrary in the Confirmation Order or the Plan, nothing in the 

Confirmation Order or the Plan (including, without limitation, the injunctions, releases and exculpations 

provided in Sections III.E.4, III.E.5 and III.E.6 of the Plan) affects (i) any obligations set forth in or 

established by the Sale Order and (ii) the transactions and agreements executed in connection with the Sale 

Order and/or approved by the Sale Order, including the Purchase Agreement. 

f. Provisions Relating to Daimler. 

(i) Notwithstanding anything in the Confirmation Order, the Plan or the Winddown 

Orders to the contrary, nothing in the Confirmation Order or the Plan (including, 

without limitation, the injunctions, releases and exculpations provided in Sections 

 III.E.4, III.E.5 and III.E.6 of the Plan) releases Daimler, its current or former 

directors and officers or any other defendant in the Daimler Litigation with respect 

to any claims and causes of action asserted (or that properly may be asserted) in the 

Daimler Litigation. For the avoidance of any doubt, Daimler is not a Released Party 

under the Plan. 

(ii) Notwithstanding anything in the Plan or the Confirmation Order to the contrary, 

nothing in the Plan (including, without limitation, the injunctions, releases and 

exculpations set forth in Sections III.E.4, III.E.5 and III.E.6 of the Plan and the 

vesting of assets free and clear of all Liens, Claims and Interests under Section 

IV.A.1 of the Plan): (A) affects, enhances or restricts the rights or obligations of 

Daimler, its current or former directors and officers or any other defendant in the 

Daimler Litigation, under or in connection with (1) Settlement Agreement III, 

(2) the Tax Settlement Agreement or (3) the Daimler Litigation; (B) modifies 

Settlement Agreement III or the Tax Settlement Agreement; or (C) modifies, 

expands, limits or otherwise alters (1) any right of setoff or recoupment by Daimler, 

its current or former directors and officers or any other defendant in the Daimler 

Litigation or (2) the rights of the Debtors or the Liquidation Trust to contest any 

alleged setoff or recoupment rights of Daimler, its current or former directors and 

officers or any other defendant in the Daimler Litigation on any or all available 

grounds, including pursuant to or in connection with section 502(d) of the 

Bankruptcy Code. 

9. Injunctions.

 On the Effective Date, except as otherwise provided in the Plan or in the Confirmation 

Order: 

a. All Persons who have been, are or may be holders of Claims against or Interests in a 

Debtor are enjoined from taking any of the following actions against or affecting a Debtor, its Estate, the 
NYI-4251947v10 -6- 

Liquidation Trust, the Liquidation Trustee or the Litigation Manager, or the respective Assets or property of 

the foregoing, including the Liquidation Trust Assets, with respect to such Claims or Interests (other than 

actions brought to enforce any rights or obligations under the Plan, the Winddown Orders and appeals, if 

any, from the Confirmation Order): 

(i) commencing, conducting or continuing in any manner, directly or indirectly, any 

suit, action or other proceeding of any kind against a Debtor, its Estate, the 

Liquidation Trust, the Liquidation Trustee or the Litigation Manager, or the 

respective Assets or property of the foregoing, including the Liquidation Trust 

Assets; provided that, with respect to any suit, action or other proceeding pursued by 

the Liquidation Trust, nothing in the Plan limits any adverse party involved in such 

suit, action or other proceeding from asserting or pursuing in such suit, action or 

other proceeding (A) all arguments in or objections or defenses to such suit, action 

or other proceeding and (B) all claims and counterclaims that relate in any way to 

the facts, circumstances, transactions or occurrences that are the subject of such suit, 

action or other proceeding (each referred to as a "Related Claim"), to the extent such 

Related Claims have not been released, or are otherwise prohibited, by the Plan or 

the Confirmation Order, and provided further that, notwithstanding anything in the 

Plan or the Confirmation Order to the contrary, any Claims that are Related Claims 

asserted by any adverse party in any suit, action or other proceeding pursued by the 

Liquidation Trust (Y) may be, to the extent permitted by applicable law, asserted 

defensively in such suit, action or other proceeding, including, without limitation, 

for purposes of setoff, recoupment, reduction of damages or otherwise, without 

limitation under the Plan or the Confirmation Order; and (Z) may be, to the extent 

permitted by applicable law, liquidated in such suit, action or other proceeding and 

Allowed, subject to receiving the treatment provided to such Claims under the Plan 

and subject to the rights of the Debtors and the Liquidation Trust to contest such 

assertions, arguments, objections, defenses and/or claims on any grounds; 

(ii) enforcing, levying, attaching, collecting or otherwise recovering by any manner or 

means, directly or indirectly, any judgment, award, decree or order against a Debtor, 

its Estate, the Liquidation Trust, the Liquidation Trustee or the Litigation Manager, 

or the respective Assets or property of the foregoing, including the Liquidation Trust 

Assets; 

(iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, any 

Lien against a Debtor, its Estate, the Liquidation Trust, the Liquidation Trustee or 

the Litigation Manager, or the respective Assets or property of the foregoing, 

including the Liquidation Trust Assets, other than as contemplated by the Plan or the 

Confirmation Order; 

(iv) except as provided in the Plan or the Confirmation Order, asserting any setoff, right 

of subrogation or recoupment of any kind, directly or indirectly, against any 

obligation due a Debtor, its Estate, the Liquidation Trust, the Liquidation Trustee or 

the Litigation Manager, or the respective Assets or property of the foregoing, 

including the Liquidation Trust Assets; and 

(v) proceeding in any manner in any place whatsoever that does not conform to or 

comply with the provisions of the Plan or the settlements set forth in the Plan and 

approved pursuant to the Confirmation Order. 

b. On the Effective Date, all Persons that have held, currently hold or may hold any 

Liabilities released or exculpated pursuant to Sections III.E.5 and III.E.6 of the Plan or the Confirmation 

Order, respectively, are permanently enjoined from taking any of the following actions against any Released 

Party or its property on account of such released Liabilities: (i) commencing, conducting or continuing in 
NYI-4251947v10 -7- 

any manner, directly or indirectly, any suit, action or other proceeding of any kind; (ii) enforcing, levying, 

attaching, collecting or otherwise recovering by any manner or means, directly or indirectly, any judgment, 

award, decree or order; (iii) creating, perfecting or otherwise enforcing in any manner, directly or indirectly, 

any Lien; (iv) except as provided in the Plan, asserting any setoff, right of subrogation or recoupment of any 

kind, directly or indirectly, against any obligation due to a Released Party; and (v) commencing or 

continuing any action, in any manner, in any place that does not comply with or is inconsistent with the 

provisions of the Plan or the Confirmation Order. 

c. By accepting distributions pursuant to the Plan, each holder of an Allowed Claim 

receiving distributions pursuant to the Plan will be deemed to have specifically consented to the injunctions 

set forth in Section III.E.4 of the Plan (subject to the other terms of the Plan and the Confirmation Order). 

10. Exculpation. 

From and after the Effective Date, the Released Parties will neither have nor incur any 

liability to any Person for any act taken or omitted to be taken in connection with the Debtors' Chapter 11 

Cases, including the formulation, preparation, negotiation, dissemination, implementation, administration, 

confirmation, consummation or approval of the Plan, the Plan Exhibits, the Disclosure Statement or any 

contract, instrument, release or other agreement or document provided for or contemplated in connection 

with the consummation of the transactions set forth in the Plan; provided, however, that the foregoing 

provisions are subject to Sections III.E.5.c and III.E.5.d of the Plan and do not affect the liability of any 

Person that otherwise would result from any such act or omission to the extent that act or omission is 

determined in a Final Order to have constituted fraud, gross negligence, willful misconduct, ultra vires acts, 

criminal conduct or the unauthorized use of confidential information. Any of the foregoing parties in all 

respects are entitled to rely upon the advice of counsel with respect to their duties and responsibilities under 

the Plan. Nothing in Section III.E.6 of the Plan limits (a) the releases provided in Section III.E.5.a of the 

Plan or (b) the liability of the Professionals to their respective clients pursuant to DR 6-102 of the Code of 

Professional Responsibility, 22 N.Y. Comp. Codes R. & Regs. § 1200 Rule 1.8(h)(1), and any other statutes, 

rules or regulations dealing with professional conduct to which such Professionals are subject. 

11. Rejection of Executory Contracts and Unexpired Leases. 

On the Effective Date, each Executory Contract or Unexpired Lease entered into by a Debtor 

prior to the Petition Date that had not previously expired or terminated pursuant to its own terms [was / will 

be] rejected pursuant to section 365 of the Bankruptcy Code, with the exception of any Executory Contract 

or Unexpired Lease that (a) was previously assumed, assumed and assigned or rejected by an order of the 

Bankruptcy Court or (b) is listed on Plan Exhibit II.E.2. The Confirmation Order constitutes an order of the 

Bankruptcy Court approving such rejections pursuant to section 365 of the Bankruptcy Code, as of the 

Confirmation Date. Any party that wishes to object to the proposed rejection of any Executory Contract or 

Unexpired Lease under the Plan, and that did not previously raise such objection in connection with the 

confirmation of the Plan, must file with the Court and serve on counsel to the Debtors or the Liquidation 

Trust, as applicable, a written objection no later than 14 days after service of this Notice (i.e., by [_______], 

2010) and in accordance with the Contract Procedures Order (Docket No. 6415). 

12. Bar Dates. 

a. General Bar Date Provisions. Except as otherwise provided in paragraph 12.b or 

12.d below or in a Bar Date Order or other order of the Bankruptcy Court, unless previously Filed or 

Allowed pursuant to the Plan, each holder of an Administrative Claim must File a request for payment of 

such Administrative Claim and serve such request on the Notice Parties pursuant to the procedures specified 

herein, no later than 30 days after the Effective Date [(i.e., by [________], 2010)]. Holders of 

Administrative Claims that are required to File and serve a request for payment of such Administrative 

Claim and that do not File and serve such a request by the applicable Bar Date will be forever barred from 
NYI-4251947v10 -8- 

asserting such Administrative Claims against the Debtors, the Liquidation Trust or the Liquidation Trustee, 

or their respective property, and such Administrative Claims will be deemed waived and released as of the 

Effective Date. Objections to such requests must be Filed by the Liquidation Trust and served on the Notice 

Parties and the requesting party by the latest of (i) 150 days after the Effective Date [(i.e., 

[________], 2010)], (ii) 60 days after the Filing of the applicable request for payment of Administrative 

Claims or (iii) such other period of limitation as may be specifically established by a Final Order for 

objecting to such Administrative Claims. For the avoidance of doubt, nothing in the Plan modifies any 

requirement to File any Administrative Priority Claims as set forth in the General Bar Date Order by the 

applicable Bar Date, and any holder of such an Administrative Priority Claim that failed to comply with the 

requirements of the General Bar Date Order or section 546(c) of the Bankruptcy Code is forever barred 

from asserting such Administrative Priority Claims against the Debtors, the Liquidation Trust or the 

Liquidation Trustee, or their respective property, and such Administrative Priority Claims are deemed 

waived and released. 

b. Bar Dates for Professionals' Fee Claims. Professionals or other Entities other than 

Ordinary Course Professionals asserting a Fee Claim for services rendered or expenses incurred before the 

Effective Date must File and serve on the Notice Parties, and such other Entities who are designated by the 

Bankruptcy Rules, the Interim Compensation Order, the Confirmation Order or other order of the 

Bankruptcy Court, an application for final allowance of such Fee Claim no later than 60 days after the 

Effective Date [(i.e., by [______], 2010)]; provided, however, that any Ordinary Course Professional 

(i) must submit a Final OCP Statement no later than 30 days after the Effective Date [(i.e., by [______], 

2010)] and (ii) may continue to receive payment of compensation and reimbursement of expenses for 

services rendered to the Debtors without further Bankruptcy Court review or approval (except as provided 

in the Ordinary Course Professionals Order). Objections to any Fee Claim must be Filed and served on the 

Notice Parties and the requesting party by the latest of (i) 90 days after the Effective Date [(i.e., [______], 

2010)], (ii) 30 days after the Filing of the applicable request for payment of the Fee Claim or (iii) such other 

period of limitation as may be specifically determined by a Final Order for objecting to such Fee Claims. 

To the extent necessary, the Confirmation Order amends and supersede any previously entered order of the 

Bankruptcy Court regarding the payment of Fee Claims. For the avoidance of doubt, Contingency Fee 

Counsel need not file any Fee Claim for Contingency Fees earned after the Effective Date, and any such 

amounts will be subject to the terms of the Plan and the Contingency Fee Counsel Agreement.

c. Bar Date for Rejection Damages. Except as otherwise provided in a Final Order of 

the Bankruptcy Court approving the rejection of an Executory Contract or Unexpired Lease, if the rejection 

of an Executory Contract or Unexpired Lease pursuant to Section II.E.1 of the Plan gave rise to a Claim by 

the other party or parties to such Executory Contract or Unexpired Lease, such Claim will be forever barred 

and will not be enforceable against the Debtors, their Estates, the Liquidation Trust, the Liquidation Trustee 

or any of their respective Assets or property, including the Liquidation Accounts and other Liquidation 

Trust Assets, unless a proof of Claim or request for payment of Administrative Claim is Filed and served on 

the Liquidation Trust, pursuant to the procedures specified in this Notice or an order of the Bankruptcy 

Court, no later than 30 days after the Effective Date [(i.e., by [______], 2010)], in which case such proof of 

Claim or request for payment of Administrative Claim will be subject to treatment in accordance with the 

Plan. 

d. Administrative Tax Claims. Notwithstanding anything in Section II.A.1.d.i of the 

Plan or any other provision of the Plan or the Confirmation Order, a governmental unit is not required to file 

and serve a request for payment of an Administrative Claim with respect to any administrative expense of 

the type described in section 503(b)(1)(B) or section 503(b)(1)(C) of the Bankruptcy Code as a condition to 

such amounts being an allowed administrative expense. 

e. Procedure for Filing Proofs of Claim. Proofs of Claim arising from the rejection of 

Executory Contracts or Unexpired Leases must be served on the Liquidation Trust's claims and noticing 

agent, Epiq Bankruptcy Solutions, LLC ("Epiq"), either by (a) mailing a copy of the original proof of Claim 
NYI-4251947v10 -9- 

to Old Carco LLC (f/k/a Chrysler LLC) Claims Processing Center, c/o Epiq Bankruptcy Solutions, LLC, 

FDR Station, P.O. Box 5014, New York, New York 10150-5014 or (b) by delivering the original proof of 

Claim by hand or overnight courier to Old Carco LLC (f/k/a Chrysler LLC) Claims Processing Center, c/o 

Epiq Bankruptcy Solutions, LLC, 757 Third Avenue, 3rd Floor, New York, New York 10017. Proofs of 

Claim submitted by facsimile or email will not be accepted. Proofs of Claim will be deemed filed only 

when actually received by Epiq at the addresses set forth in this paragraph on or before the applicable Bar 

Date. If a creditor wishes to receive acknowledgement of Epiq's receipt of a proof of Claim, the creditor 

also must submit to Epiq by the applicable Bar Date and concurrently with submitting its original proof of 

Claim (i) a copy of the original proof of claim and (ii) a self-addressed, postage prepaid return envelope. 

Copies of a proof of claim form may be obtained as set forth in paragraph [15] below.

13. Bankruptcy Court Address for Filing Request for Payment of Administrative 

Claim. 

 For purposes of Filing requests for payment of Administrative Claims and applications for 

allowance of Fee Claims, the address of the Bankruptcy Court is One Bowling Green, New York, New York 

10004-1408. Pleadings may also be filed on the Court's Document Filing System (ECF) by completing and 

submitting the Electronic Filing Registration Form, available at http://www.nysb.uscourts.gov. Any requests 

for payment of Administrative Claims or applications for Fee Claims also must be served on the Notice 

Parties identified in paragraph 14 below. 

14. Notice Parties' Service Addresses. 

 For purposes of serving requests for payment of Administrative Claims and applications for 

allowance of Fee Claims on the Notice Parties, such requests for payment should be served, as applicable, 

on: 

a. the Liquidation Trustee, RJM I, LLC, Robert J. Manzo, Sole Manager, c/o 

CAPSTONE ADVISORY GROUP, LLC, Park 80 West, Plaza 1, Plaza Level, Saddle Brook, New Jersey 

07663; 

b. counsel to the Liquidation Trust, JONES DAY, 222 East 41st Street, New York, 

New York 10017 (Attn: Corinne Ball, Esq. and Veerle Roovers, Esq.), JONES DAY, North Point, 901 

Lakeside Avenue, Cleveland, Ohio 44114 (Attn: David G. Heiman, Esq. and Carl E. Black, Esq.), and 

JONES DAY, 1420 Peachtree Street, N.E., Suite 800, Atlanta, Georgia 30309 (Attn: Jeffrey B. Ellman, 

Esq.); 

c. counsel to the Liquidation Trustee, KAYE SCHOLER LLP, 425 Park Avenue, New 

York, New York 10022 (Attn: Michael Solow, Esq. and Andrew A. Kress, Esq.); 

d. the First Lien Agent on behalf of the First Lien Lenders, Susan Atkins, JPMORGAN 

CHASE BANK, N.A., 277 Park Avenue, New York, New York 10172; 

e. counsel to the First Lien Agent, SIMPSON THACHER & BARTLETT LLP, 

425 Lexington Avenue, New York, New York 10017-3954 (Attn: Peter V. Pantaleo, Esq. and Nicholas 

Baker, Esq.); 

f. the U.S. Treasury, THE UNITED STATES DEPARTMENT OF THE TREASURY, 

1500 Pennsylvania Avenue, NW, Washington, District of Columbia 20220; 

g. counsel to the U.S. Treasury, CADWALADER, WICKERSHAM & TAFT LLP, 

One World Financial Center, New York, New York 10281 (Attn: John J. Rapisardi, Esq.); 

CADWALADER, WICKERSHAM & TAFT LLP, 700 Sixth Street, NW, Washington, District of 

Columbia 20001 (Attn: Douglas Mintz, Esq.); and Jeannette A. Vargas, Esq., Assistant United States 

Attorney of the Southern District of New York, United States Department of Justice, 86 Chambers Street, 

Third Floor, New York 10007; 
NYI-4251947v10 -10- 

h. EXPORT DEVELOPMENT CANADA, 151 O'Connor Street, Ottawa, Ontario, 

Canada K1A 1K3 (Attn: Loans Services and Asset Management/Covenants Officer); 

i. counsel to Export Development Canada, VEDDER PRICE P.C., 1633 Broadway, 

47th Floor, New York, New York, 10019 (Attn: Michael J. Edelman, Esq.); 

j. the Litigation Manager, Alan R. Brayton, Esq., BRAYTON & PURCELL LLP, 222 

Rush Landing Road, P.O. Box 6169, Novato, California 94948-6169; and 

k. the United States Environmental Protection Agency, Jeannette A. Vargas, Esq., 

Assistant United States Attorney of the Southern District of New York, United States Department of Justice, 

86 Chambers Street, Third Floor, New York 10007. 

15. Copies of Confirmation Order and Proof of Claim Form. 

 Copies of the Confirmation Order and other pleadings filed in the Chapter 11 Cases, as well a 

proof of claim form, may be obtained free of charge at http://www.chryslerrestructuring.com or from Epiq 

Bankruptcy Solutions, LLC by calling 1-877-271-1568 (for callers in the U.S. and Canada) or +1-503-597-

7708 (for international callers outside the U.S. and Canada). 

16. [Notice of the Effective Date.] 

[Within ten days after the occurrence of the Effective Date, a separate notice of the 

Effective Date will be Filed and served on parties in interest.] [N.B. – Insert this paragraph rather than 

paragraph 2 above if the Effective Date has not occurred.] 

Dated: [____] [__], 2010 

Corinne Ball 

Veerle Roovers 

JONES DAY 

222 East 41st Street 

New York, New York 10017 

Telephone: (212) 326-3939 

Facsimile: (212) 755-7306 

David G. Heiman 

Carl E. Black 

JONES DAY 

North Point 

901 Lakeside Avenue 

Cleveland, Ohio 44114 

Telephone: (216) 586-3939 

Facsimile: (216) 579-0212 

Jeffrey B. Ellman 

JONES DAY 

1420 Peachtree Street, N.E. 

Suite 800 

Atlanta, Georgia 30309 3053 

Telephone: (404) 581-3939 

Facsimile: (404) 581-8330 

ATTORNEYS FOR [DEBTORS 

AND DEBTORS IN POSSESSION / 

LIQUIDATION TRUST]

BY ORDER OF THE COURT