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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. )
)

NOTICE OF APPEAL

PLEASE TAKE NOTICE that the Indiana State Teachers Retirement Fund, the Indiana

State Police Pension Trust, and the Indiana Major Moves Construction Fund (collectively, the

“Indiana Pensioners”), hereby appeal to the United States District Court for the Southern District

of New York under 28 U.S.C. § 158(a) from the Opinion And Order Regarding Emergency

Economic Stabilization Act Of 2008 And Troubled Asset Relief Program, dated May 31, 2009.

A copy of the Order appealed from is attached hereto as Exhibit A.

MIAMI 821968 (2K)

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The names of all parties to the orders appealed from and the names, addresses, and

telephone numbers of their respective attorneys are as follows:

Parties Attorneys
Indiana Pensioners Thomas E Lauria, Esq.
White & Case LLP
Wachovia Financial Center
200 South Biscayne Boulevard, Suite 4900
Miami, FL 33131
Phone: (305) 371-2700

The Debtor Corinne Ball, Esq.

Veerle Roovers, Esq.
JONES DAY
222 East 41st Street
New York, New York 10017
Phone: (212) 326-3939

Jeffrey B. Ellman, Esq.

JONES DAY
1420 Peachtree Street, N.E.
Suite 800
Atlanta, Georgia 30309
Phone: (404) 521-3939

Office of the United States Trustee Office of the United States Trustee, Southern
District of New York
Attn: Brian S. Masumoto, Esq.
33 Whitehall Street, 21st Floor
New York, New York 10004
Telephone: (212) 510-0500
Facsimile: (212) 668-2255

MIAMI 821968 (2K) 2

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Official Committee of Unsecured Creditors Thomas Moers Mayer, Esq.

Kenneth H. Eckstein, Esq.
Robert T. Schmidt, Esq.
Adam C. Rogoff, Esq.
KRAMER LEVIN NAFTALIS & FRANKEL
LLP
1177 Avenue of the Americas
New York, New York 10036
Telephone: (212) 715-9100
Facsimile: (212) 715-8000

United States Department of the Treasury 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

Counsel to the United States Jeannette Vargas, Esq.

Tara M. La Morte, Esq.
Assistant United States Attorneys
Southern District of New York
86 Chambers Street, 3rd Floor
New York, NY 10007
Telephone: (212) 637-2678/2730
Facsimile: (212) 637-2702/2730

Counsel to Export Development Canada Michael J. Edelman, Esq.

Vedder Price P.C.
1633 Broadway, 47th Floor
New York, New York 10019
Phone: 212-407-7770
Facsimile: 212-407-7799

UAW James L. Bromley, Esq.

Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza,
New York, New York 10006
Babette Ceccotti, Esq.
Cohen, Weiss and Simon LLP
330 W. 42nd St.
New York, New York 10036

MIAMI 821968 (2K) 3

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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 821968 (2K) 4

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EXHIBIT A

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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF NEW YORK
__________________________________________
:
In re : Chapter 11
:
CHRYSLER LLC, et al., : Case No. 09 B 50002 (AJG)
:
Debtors. : (Jointly Administered)
:
__________________________________________:

OPINION AND ORDER REGARDING EMERGENCY ECONOMIC

STABILIZATION ACT OF 2008 AND TROUBLED ASSET RELIEF PROGRAM

On April 30, 2009 (the “Petition Date”), Chrysler LLC (“Chrysler”) and 24 of its

domestic direct and indirect subsidiaries (collectively with Chrysler, the “Original Debtors”)

filed for protection under title 11 of the United States Code (the “Bankruptcy Code”). On May

1, 2009, an Order was entered directing that the Original Debtors’ cases be jointly administered

for procedural purposes, pursuant to Rule 1015(a) of the Federal Rules of Bankruptcy Procedure.

On May 19, 2009, Alpha Holding LP1 (“Alpha” and with the Original Debtors, the “Debtors”)

filed a petition for relief under title 11 of the Bankruptcy Code. On May 26, 2009, an order (the

“Alpha Order”) was entered directing the joint administration of Alpha’s bankruptcy case with

the cases of the Original Debtors.2 The Debtors continue to operate their respective businesses

as debtors-in-possession pursuant to sections 1107 and 1108 of the Bankruptcy Code. On May

5, 2009, an Official Committee of Unsecured Creditors (the “Creditors’ Committee”) was

formed.

1
Alpha is a holding company that conducts no business other than holding capital stock of Chrysler Canada Inc. and
Chrysler Mexico Holding S.de R.L de C.V.
2
In addition, the Alpha Order provided that, to the extent applicable, (a) any order that previously had been entered
in the jointly administered Original Debtors’ cases was applicable to Alpha, nunc pro tunc, to the date that Alpha
filed its bankruptcy petition, and (b) that future orders entered in the Debtors cases would apply to Alpha.
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There is no dispute that the Indiana State Teachers Retirement Fund, Indiana State Police

Pension Trust, and the Indiana Major Move Construction (the “Indiana Funds”) are parties in

interest in this bankruptcy case under § 1109(b). See 11 U.S.C. § 1109(b) (“A party in interest,

including the debtor, the trustee, a creditors' committee, an equity security holders' committee, a

creditor, an equity security holder, or any indenture trustee, may raise and may appear and be

heard on any issue in a case under this chapter.”). The Indiana Funds are creditors in this case

and may be heard on the issues they raised. See In re Comcoach Corp., 698 F.2d 571, 573 (2d

Cir. 1983). But standing under § 1109(b) is “generally interpreted broadly to allow parties in

interest an opportunity to appear and be heard in proceedings that affect their interests.”

Asbestos Settlement Tr. v. Porth Auth. of N.Y & N.J. (In re Celotex Corp.), 377 B.R. 345, 350

(Bankr. M.D. Fla. 2006). However, standing to be heard under § 1109(b) does not automatically

impart upon the Court the ability to adjudicate all issues raised by parties in interest. Allen v.

Wright, 468 U.S. 737, 750-51 (1984) (“In essence the question of standing is whether the litigant

is entitled to have the court decide the merits of the dispute or of particular issues.") (citing

Warth v. Seldin, 422 U.S. 490, 498 (1975)). Rather, the Indiana Funds must still satisfy the

prerequisites of standing that are attendant to any attempt to have a federal court adjudicate a

dispute.

Standing Under the Emergency Economic Stabilization Act of 2008

In late 2008, Congress promulgated the Emergency Economic Stabilization Act of 2008

(“EESA”) Pub L. NO. 110-343, 122 Stat. 3765 (Oct. 3, 2008) (codified at 12 U.S.C. §§ 5201 et

seq.), which established the Troubled Asset Relief Program (“TARP”). TARP authorizes the

Secretary of the Treasury (the “Secretary”) to purchase troubled assets to restore confidence in

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the economy and stimulate the flow of credit. The Indiana Funds have raised the issue that the

U.S. Treasury has exceeded its Congressional grant of authority under EESA by providing

financing under TARP to New CarCo Acquisition LLC (the “New Chrysler”) to facilitate the

acquisition of the Debtor’s assets pursuant to the § 363 sale. Specifically, the Indiana Funds

claim that the U.S. Treasury cannot use funds under TARP to finance the transaction because

Congress prescribed the scope of EESA to permit the Secretary to purchase “troubled assets

from any financial institution . . . .” 12 U.S.C. § 5211(a)(1).

As a threshold inquiry, the Court must determine whether the Indiana Funds have

standing to challenge the actions of the U.S. Treasury pursuant to EESA and TARP. See Warth,

422 U.S. at 498 (“In its constitutional dimension, standing imports justiciability: whether the

plaintiff has made out a ‘case or controversy’ between himself and the defendant within the

meaning of Art. III. This is the threshold question in every federal case, determining the power

of the court to entertain the suit.”). In a hearing before the United States District Court for the

Southern District of New York (the “District Court”), the District Court found that the Indiana

Funds have standing to raise and be heard on the motions before the District Court, namely, the

Indiana Funds’ (1) Motion to Withdraw the Reference and (2) Motion for a Stay. Nowhere in

the District Court’s opinion or the transcript of the hearing, referenced by the District Court in its

opinion, did the District Court reach the issue of the Indiana Funds’ standing under EESA.

Rather, the District Court found that TARP and EESA needed to be interpreted. Interpretation of

those statutes necEESArily requires a determination of whether the parties have standing to have

the issues adjudicated. See e.g., Ortiz v. Fibreboard Corp., 527 U.S. 815, 831 (1999) (a “court

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must be sure of its own jurisdiction before getting to the merits.”) (citing Steel Co. v. Citizens

For Better Environment, 523 U.S. 83, 88-89 (1998)).

The issue of standing "involves both constitutional limitations on federal-court

jurisdiction and prudential limitations on its exercise.” Bennett v. Spear, 520 U.S. 154, 162

(1997). The Supreme Court’s standing jurisprudence has established three prerequisite elements

to constitutional standing: (1) the plaintiff must have suffered an “injury in fact,” which is actual

or imminent, and that is a concrete and particularized invasion of a legally protected right; (2)

there must be a causal connection between the injury and the conduct complained of; and (3) it

must be likely, not merely speculative, that the injury will be redressed by a favorable decision.

See Lujan v. Defenders of Wildlife, 504 U.S. 555, 560-61 (1992) (internal citations omitted).

These elements must be shown to satisfy the “case or controversy” requirement of Article III.

Further, there are judicially-proscribed prudential limitations to standing, one of which is “the

plaintiff's grievance must arguably fall within the zone of interests protected or regulated by the

statutory provision or constitutional guarantee invoked in the suit.” Bennett, 520 U.S. at 162

(internal citations omitted).

The Court finds that the Indiana Funds do not have standing under EESA to challenge the

actions of the U.S. Treasury’s pursuant to TARP in connection with this case. With respect to

their secured claims, the Indiana Funds cannot allege an injury in fact for two reasons. First, in

the “Opinion and Order Granting Debtor’s Motion Seeking Authority to Sell, Pursuant to 11

U.S.C. § 363, Substantially All of the Debtors’ Assets,” (the “Sale Opinion”) issued

contemporaneously with this Opinion and Order, the Court found that the Indiana Funds are

bound, under the Collateral Trust Agreement, by the Administrative Agent’s agreement to

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consent to the sale under § 363(f)(2) and to receive $2 billion upon the release of the collateral.

The Administrative Agent agreed to the disposition of the collateral as set forth under the terms

of the § 363 sale. Therefore the Indiana Funds are bound by that action and cannot allege an

injury. Second, even if the Indiana Funds were not bound by the Administrative Agent’s actions,

in the Sale Opinion the Court found that the value of the collateral at issue was no greater than

$2 billion, i.e., the same amount the first lien senior secured lenders are receiving under the

transaction approved pursuant to the Sale Opinion. Therefore, the Indiana Funds will receive the

pro-rata distribution of the value of the collateral and cannot allege injury in fact.

Further, even if the Indiana Funds had an injury in fact with respect to their secured

claim, the Indiana Funds cannot show the alleged injury is fairly traceable to the U.S. Treasury’s

use of TARP funds. If a non-governmental entity were providing the funding in this case, the

Indiana Funds would be alleging the same injury, i.e., interference with their collateral. In this

light, it is not the actions of the lender that the Indiana Funds are challenging but rather the

transaction itself. Specifically, the Indiana Funds’ alleged injury is not fairly traceable to the

U.S. Treasury’s actions because the Indiana Funds would suffer the same injury regardless of the

identity of the lender. For these reasons, the Court finds that the Indiana Funds do not have

standing under EESA to challenge the actions of the U.S. Treasury pursuant to TARP.

Turning to the unsecured deficiency claim of the Indiana Funds, the Court finds that the

Indiana Funds have similarly failed to show any injury in fact. In view of the fact that the face

value of liens on the collateral exceeds the value of the collateral itself, all holders of unsecured

claims are receiving no less than what they would receive under a liquidation. Therefore, there

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is no injury with respect to the unsecured deficiency claim of the Indiana Funds. See 11 U.S.C. §

1129(a)(7)(A)(ii).

Further, as explained and for the reasons set forth above, even if an injury could be

shown with respect to the Indiana Funds’ unsecured claim, it is not fairly traceable to the actions

of the U.S. Treasury under EESA and TARP.

Because the Indiana Funds do not have standing, the Court does not reach the merits of

any of the TARP and EESA issues raised by the Indiana Funds.

Accordingly, it is hereby

ORDERED, the Indiana Funds lack standing to challenge the U.S. Treasury’s actions

under EESA and TARP; and it is further

ORDERED, any request for relief related to the issues regarding EESA and TARP is

denied.

Dated: New York, New York

May 31, 2009

s/Arthur J. Gonzalez
UNITED STATES BANKRUPTCY JUDGE