UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK

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:
In re : Chapter 11
:
Chrysler, LLC, et al., : Case No. 09- 50002 (AJG)
:
Debtors. : (Jointly Administered)
:
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ORDER CERTIFYING SALE ORDER FOR IMMEDIATE APPEAL TO

UNITED STATES COURT OF APPEALS, PURSUANT TO 28 U.S.C. § 158(d)(2)

This matter coming before the Court on the Motion of Debtors and Debtors in Possession

for an Order Certifying the Sale Order for Immediate Appeal to United States Court of Appeals,

Pursuant to 28 U.S.C. § 158(d)(2) (the "Motion"),1 filed by the above-captioned debtors and

debtors in possession (the "Debtors"); the Court having reviewed the Motion and the prior

proceedings herein; and the Court having found that (i) the Court has jurisdiction over this matter

pursuant to 28 U.S.C. §§ 1334 and 157, (ii) this is a core proceeding pursuant to 28 U.S.C.

§ 157(b) and (iii) notice of the Motion was sufficient under the circumstances; and having

considered the response of the Indiana Pensioners; and the Court having determined that the

legal and factual bases set forth in the Motion establish just cause for the relief granted herein;

IT IS HEREBY ORDERED THAT:

1. The Motion is GRANTED as set forth herein.

2. The Court certifies that an immediate Appeal of the Sale Opinion, the

TARP Opinion and Sale Order is appropriate because this case involves a matter of public

importance, and an immediate appeal may materially advance the progress of this case.

1
Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion.
 3. This Court therefore certifies the Sale Opinion, the TARP Opinion and

Sale Order for immediate appeal, pursuant to 28 U.S.C. § 158(d)(2).

Dated: New York, New York

June 2, 2009
s/Arthur J. Gonzalez
UNITED STATES BANKRUPTCY JUDGE

-2-
NYI-4187904v3
 Objection Deadline: June 1, 2009 at 5:00 p.m.

WHITE & CASE LLP

1155 Avenue of the Americas
New York, New York 10036-2787
(212) 819-8200
Glenn M. Kurtz

Wachovia Financial Center

Suite 4900
200 South Biscayne Blvd.
Miami, Florida 33131
(305) 371-2700
Thomas E Lauria (admitted pro hac vice)

ATTORNEYS FOR THE

INDIANA STATE TEACHERS RETIREMENT FUND,
INDIANA STATE POLICE PENSION TRUST, AND
INDIANA MAJOR MOVES CONSTRUCTION FUND

IN THE UNITED STATES BANKRUPTCY COURT

FOR THE SOUTHERN DISTRICT OF NEW YORK

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

RESPONSE OF THE INDIANA PENSIONERS TO MOTION OF DEBTORS

AND DEBTORS IN POSSESSION FOR AN ORDER CERTIFYING SALE
ORDER FOR IMMEDIATE APPEAL TO UNITED STATES COURT
OF APPEALS, PURSUANT TO 28 U.S.C. § 158(D)(2)

TO THE HONORABLE ARTHUR J. GONZALEZ,

UNITED STATES BANKRUPTCY JUDGE:

The Indiana Pensioners,1 by and through their undersigned attorneys, hereby file

1
The Indiana Pensioners are comprised of the Indiana State Teachers Retirement Fund and Indiana State
Police Pension Trust, pension funds which are fiduciaries for the investment of billions of dollars of retirement
assets for approximately 100,000 civil servants, including police officers, school teachers and their families, and the
Indiana Major Moves Construction Fund, an infrastructure construction fund.

MIAMI 826756 (2K)

their response (the “Response”) to the Motion of Debtors and Debtors in Possession for an Order

Certifying Sale Order for Immediate Appeal to United States Court of Appeals, Pursuant to 28

U.S.C. § 158(d)(2) (the “Certification Motion”) and in support of the Response, respectfully

represent as follows:

RESPONSE

1. The Indiana Pensioners do not object to the Debtors’ request in its Certification

Motion to have the Sale Opinion,2 TARP Opinion and related Sale Order certified for immediate

appeal to the United States Court of Appeals for the Second Circuit. Every court that has

considered these issues has found that they are unique and important. District Judge Greisa

made it absolutely clear that the Indiana Pensioners should have a fair opportunity to appeal from

an order granting the Sale Motion without hindrance (including by means of an exorbitant bond)

because the objectors to the withdrawal of the reference had relied on the Indiana Pensioners’

right to appeal as a basis for opposing the withdrawal:

Now, I don’t know whether there is anything to be said

about this but I want to say to all parties there should be a fair
opportunity to appeal. I am not keeping the case now but I am
fully aware of the need for a right of appeal after the bankruptcy
judge does his work, and the various parties who have opposed
the motion to withdraw the reference have relied to some extent
on the fact that there is a right of appeal.

Now, I hope I do not hear of any attempts to obstruct that

right of appeal or make it unduly difficult because of some
inappropriate request for some exorbitant bond. The people
opposing the withdrawal of the reference have relied on that
right of appeal and that right of appeal should exist and it should
be able to be exercised without any hindrance.

D. Ct. Hr’g Tr. 89:5-89:17 (emphasis added) [Docket No. 2778, Exhibit L]; see also D. Ct. Op.

at 6 (noting that the Bankruptcy Court’s decisions regarding the Sale Motion should be “subject

2
Unless otherwise defined herein, capitalized terms shall have the meanings ascribed in the Certification
Motion.

MIAMI 826756 (2K) 2

to the right of appeal”) [Docket No. 2573]. Further during an emergency hearing held earlier

today, District Judge McMahon stated that, given the importance of these issues, “no court in the

land would deny [the Indiana Pensioners’] right to be heard on appeal.”3

2. The Indiana Pensioners, however, vehemently oppose the Debtors’ request in

their letter delivered earlier today that this Court should shorten the automatic 10-day stay

imposed by Bankruptcy Rule 6004(h) to a stay of only 3 days—to Thursday, June 4. See

Letter from Corrine Ball to Judge Gonzalez, dated June 1, 2009.4 As addressed in the Indiana

Pensioners’ letter to this Court dated May 30, 2009, there is no ground supporting Debtors’ effort

to hinder an appeal. Indeed, the sale has a date of June 15, and Debtors do not even have

regulatory approval yet. Moreover, Debtors counsel set the breakneck schedule specifically

assuming a 10 day stay.

3. If the Debtors wish for the Indiana Pensioners’ appeals to be heard by the Second

Circuit, then they must allow the parties sufficient time for those appeals to be heard, assuming

that court decides to accept their request. See Fed. R. Bankr. P. 8001(f)(5). The Court must

provide the Second Circuit with sufficient time to (i) decide whether it will accept the appeals

and (ii) order an expedited briefing schedule to allow the parties actually to be heard. This

cannot be accomplished with only the two or three day stay proposed by the Debtors; but rather,

such an order would only act to moot the Indiana Pensioners’ appeals and prevent these import

issues under EESA and TARP from being reviewed by the appropriate appellate court.

4. It is noteworthy that Debtors seek to shorten the automatic 10 day stay period,

while arguing that no other court can otherwise issue a stay, asserting that any additional stay

3
The Indiana Pensioners shall provide a transcript of this hearing once it becomes available. Consequently,
Judge McMahon’s statement may have been slightly different than as provided, but was substantively the same as
presented herein.
4
A copy of the June 1 Letter is attached hereto as Exhibit A.

MIAMI 826756 (2K) 3

would violate the anti-injunction clause contained in 12 U.S.C. § 5229(a)(2)(A) as it relates to

TARP. Although Debtors are wrong, their position proves their tactic of making it impossible

for the Second Circuit to actually hear any appeal certified.

5. Lastly, Debtors fail to identify the issues to be certified, as required. Fed. R.

Bankr. P. 8001(f)(3)(C). All appeal issues here should be certified. There is no reason to split

appeals, having some heard in the Second Circuit, and some heard in the district court. Indeed,

such an approach would undermine the Debtors’ stated basis for certification. The Indiana

Pensioners can submit the statement of issues, but were unable to cure the Debtors’ papers within

the time provided for a response.

MIAMI 826756 (2K) 4

 CONCLUSION

WHEREFORE, the Indiana Pensioners respectfully request entry of an order

consistent with this Response and granting such other and further relief as the Court deems just

and proper.

Dated: June 1, 2009

New York, New York

WHITE & CASE LLP

1155 Avenue of the Americas
New York, New York 10036-2787
Telephone: (212) 819-8200
Facsimile: (212) 354-8113
Glenn M. Kurtz

By: /s/ Glenn M. Kurtz

Glenn M. Kurtz

Wachovia Financial Center

200 South Biscayne Boulevard, 49th Floor
Miami, Florida 33131
Telephone: (305) 371-2700
Facsimile: (305) 358-5744
Thomas E Lauria (admitted pro hac vice)

ATTORNEYS FOR THE

INDIANA STATE TEACHERS RETIREMENT
FUND, INDIANA STATE POLICE PENSION
TRUST, AND INDIANA MAJOR MOVES
CONSTRUCTION FUND

MIAMI 826756 (2K) 5

 Exhibit A

MIAMI 826756 (2K) 6