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. :
:
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ORDER ON RECONSIDERATION,
PURSUANT TO SECTIONS 105 AND 365 OF THE BANKRUPTCY CODE
(A) VACATING THE JUNE 9, 2009 REJECTION
ORDER AND CLAIMS BAR DATE; (B) VACATING THE JUNE 19, 2009 REJECTION OPINION;
(C) ORDERING 2/' CHRYSLER TO RETROACTIVELY ASSUME REJECTED DEALERS’
CONTRACTS; (D) APPROVING NUNC PRO TUNC ASSUMPTION OF THE REJECTED
DEALERS’ CONTRACTS BY NEW CHRYSLER;
(E) ORDERING THAT MOVANTS’ CLAIMS ARE PRIORITY ADMINISTRATIVE
CLAIMS; (F) REVERSING PAYMENT TO PRIORITY LIEN HOLDERS; (G)
ORDERING PAYMENT OF DAMAGES TO MOVANTS AS $'0,1,675$7,9(&/$,0
HOLDERS; AND (H) ORDERING AN EVIDENTIARY HEARING
TO ESTABLISH THE DAMAGES OF MOVANTS.

This matter coming before the Court on certain Rejected Dealers’ 1 Motion for

Reconsideration of the June 9, 2009 Rejection Order and the June 19, 2009 Rejection Opinion,

Pursuant to Fed.R.Civ.P. 60(b)(1), and 60(d)(3), and Pursuant to Sections 105, 265 and 525 of

the Bankruptcy Code, moving the Court for an Order (A) Vacating the June 9, 2009 Rejection Order

and Claims Bar Date therein (B) Vacating the June 19, 2009 Rejection Opinion; (C) Ordering

Old Chrysler to retroactively assume rejected dealers’ contracts; (D) approving Nunc Pro Tunc the

assumption of the rejected dealers’ contracts by Old Chrysler;

1
The rejected dealers bringing the motion are Island Jeep Incorporated (#26272), Scotia Motors Inc. (#54885), Golden
Motors (#68423), John Hine Pontiac (#68445), Pen Motors Inc. (#26517), West End Garage (#6948), Mauro Motors,
Inc. (#5977), Bollinger’s, Inc. (#25078), Brother’s Motors Inc. (#68771), St Pete Jeep Chrysler (#26318), Rallye
Auto Plaza Inc. (#44078), Neil Huffman Incorporated (#68107 & #43947), Bill Spurlock Dodge, Inc. (#43024),
Rock of Texas Automotive Inc. (#60020), South Holland Dodge (#43020), Pride Chrysler Jeep (#67773), Thomas
Dodge Corp (#44098), Taylor-Parker Motor Company (#67959), Evansville Chrysler Inc. (#66101), and Alley’s of
Kingsport, Inc., (#42002).
(E) Ordering that Movants’ claims are priority administrative claims; (F) reversing payment to

priority lien holders; (G) ordering payment of damages to Movants as administrative claims holders; and

(H) ordering an evidentiary hearing to establish the damages of Movants, the Court having reviewed

1. The statements of counsel and the evidence adduced with respect to the Motion, including at

hearings before the Court on May 27, 2009, May 28 2009, May 29,2009, June 4, 2009 and June 9, 2009

(collectively, the “Hearings”). 2. The depostition of James Press which was designated into the record.

3. The Debtor's Omnibus Motion of May 14, 2009 For Authorization To Reject Executory Contracts Of

Certain Domestic Dealers. 4. This Court's Rejection Order Dated June 9, 2009. 5. This Court's Rejection

Opinion dated June 19, 2009 6. This Court's Sale Order Dated June 1, 2009. 7. This Court's Sale Opinion

Dated May 31, 2009. 8. Movant's Memorandum of Law Dated December 25, 2009. 9. The remainder

of the files and records docketed in respect of this action;the Court having considered the pleadings

and the evidence adduced with respect to the Motion for Reconsideration, including at hearings

before the Court on May 27, 2009, May 28 2009, May 29,2009, June 4, 2009 and June 9, 2009

(collectively, the “Hearings”):

THE COURT HEREBY FINDS AND DETERMINES THAT:

A. The Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334.

B. This is a core proceeding pursuant to 28 U.S.C. §§ 157(b) and 1334.

C. Venue is proper in this district pursuant to 28 U.S.C. § 1409.

D. Adequate notice of the Motion and an opportunity to be heard

with respect to the relief granted herein was afforded to all necessary and appropriate interested

parties.
 E. Each of the Rejected Dealer Agreements (collectively, the “Rejected Agreements”)

is an executory contract capable of being assumed under section 365 of the Bankruptcy Code.

F. The rejection of the Rejected Agreements, (1) does not constitute an exercise of sound

business judgment by the Debtors, as the Debtors did not make the rejections for legitimate

commercial reasons; (2) were not appropriate and necessary under the circumstances described

in the Motion for Reconsideration; and (3) is not warranted nor permissible under sections 105

and 365 of the Bankruptcy Code.

G. The Court having considered the pleadings and the evidence adduced with respect to

the Motion for Reconsideration, including at hearings before the Court on May 27, 2009, May 28,

2009, May 29, 2009, June 4, 2009 and June 9, 2009 (collectively, the “Hearing”) establishes just

cause for vacating the Order of June 9, 2009 and the Opinion of June 19, 2009, just cause for the

relief granted herein, and the findings made herein.

NOW, THEREFORE, IT IS HEREBY ORDERED THAT:

1. The Motion for Reconsideration is GRANTED to the extent set forth herein. All objections to the
extent not otherwise resolved as set forth herein or on the record of the Hearing, are OVERRULED.

2. The Claims Bar Date is vacated.

3. The Debtors are not authorized to reject the Rejected Agreements with respect to
the following dealers: Island Jeep Incorporated (#26272), Scotia Motors Inc. (#54885), Golden Motors
(#68423), John Hine Pontiac (#68445), Pen Motors Inc. (#26517), West End Garage (#6948), Mauro Motors,
Inc. (#5977), Bollinger’s, Inc. (#25078), Brother’s Motors Inc. (#68771), St Pete Jeep Chrysler (#26318),
Rallye Auto Plaza Inc. (#44078), Neil Huffman Incorporated (#68107 & #43947), Bill Spurlock Dodge, Inc.
(#43024), Rock of Texas Automotive Inc. (#60020), South Holland Dodge (#43020), Pride Chrysler Jeep
(#67773), Thomas Dodge Corp (#44098), Taylor-Parker Motor Company (#67959), Evansville Chrysler
Inc. (#66101), and Alley’s of Kingsport, Inc., (#42002)
4. The Order of June 9, 2009 (the “Rejection Order”) is hereby VACATED.

5. The Opinion of June 19, 2009 (the “Rejection Opinion”) is hereby VACATED.

6. Old Chrysler, is now ORDERED to retroactively assume the rejected dealers’ contracts of the
named dealers herein.

7. The assumption of the rejected dealers’ contracts by New Chrysler is APPROVED

nunc pro tunc.

8. Movants’ claims are priority administrative claims under section 503(a) of the Bankruptcy Code.

9. The payment to priority lien holders to the extent paid is now REVERSED.

10. Movants are entitled to have their administrative claims paid from the fund from which priority
lien holders have been paid, and it is hereby ORDERED that such funds shall be used to make payment
to the Movants, the damage amount to be established by means of an evidentiary hearing.

11. An evidentiary hearing to establish the damages of Movants is hereby ORDERED to occur within
90 days of this Order.
12. This Order shall be immediately effective and enforceable upon its entry.

Dated: _________________ _____________________________________

New York, New York UNITED STATES BANKRUPTCY JUDGE