LOSANGELES 819558 (2K)
3formulate their responses, if any.Separate and apart from the lack of due process and any infirmities in the biddingprocedures themselves, the Sale Motion should be denied because it seeks approval of a sale thatcannot be approved under the Bankruptcy Code. In short, the Court should not permit a patentlyillegal sales process to go forward. Among other things, the sale proposed by the Debtorsconstitutes an impermissible
plan of reorganization that strips the Chrysler SeniorLenders of the protections of section 1129(a) of title 11 of the United States Code (the“Bankruptcy Code”) and improperly attempts to extinguish their property rights without theirconsent. Further, the sale does not comply with section 363(f) of the Bankruptcy Code and wasnot proposed in good faith. Indeed, the sale is far from an arm’s length transaction, but rather, isthe result of a tainted sales process dominated by the United States government. Under thesecircumstances, the Sale Motion should be denied.
On April 30, 2009 (the “Petition Date”), each of the Debtors filed petitionsfor relief under chapter 11 of the Bankruptcy Code, thereby commencing their respective chapter11 cases (collectively, the “Chapter 11 Cases”). The Debtors are operating their business asdebtors and debtors in possession pursuant to sections 1107 and 1108 of the Bankruptcy Code.The Chapter 11 Cases are being jointly administered for procedural purposes.2.
Chrysler and certain of its affiliates are parties to that certain Amendedand Restated First Lien Credit Agreement, dated as of August 3, 2007 (as may have beenamended or supplemented, the “Senior Credit Agreement”) with JPMorgan Chase Bank N.A., asadministrative agent, and certain lenders party thereto from time to time (the “Senior Lenders”),
Certain of the facts set forth herein are based upon the representations of the Debtors in the Sale Motion.The Chrysler Non-TARP Lenders reserve the right to challenge such representations, and nothing herein shallconstitute a waiver of such right.