Friday, May 8, 2009

May 14 Date for Acceptance or Rejection of Dealer Agreements

The Bankrupty Judge has signed the proposed order of sale of Chryslers assets for May 27th, Docket # 492. May 14th appears to be judgment day:

Section 19(a) provides:

(a) Initial Contract Designations. Not fewer than 13 days prior to the Sale
Hearing, the Debtors shall file with this Court and shall serve on each non-debtor
counterparty to an executory contract or unexpired lease with any of the Debtors (each, a
"Non-Debtor Counterparty") that the Debtors may assume and assign to the Purchaser
(the "Initial Designated Agreements"), by overnight delivery service, a notice of
assumption and assignment of executory contracts and unexpired leases in substantially
the form of the Assignment Notice attached hereto as Exhibit D. The Debtors shall attach
to the Assignment Notice a list identifying the Non-Debtor Counterparties to the Initial
Designated Agreements and the corresponding Cure Costs under the Initial Designated
Agreements as of April 30, 2009; provided that such Assignment Notice shall in no way
limit such Non-Debtor Counterparty’s entitlement to Cure Costs accruing during the
period after April 30, 2009. In addition, the Debtors shall serve a copy of the Assignment
Notice on a Non-Debtor Counterparty's counsel of record in these chapter 11 cases as of
the date of the Assignment Notice ("Counsel of Record").


Paragraph 19(f) of the Order states:

Direct Dealer Agreements. Certain executory dealer agreements will be
identified as Designated Agreements to be assumed and assigned. Although most U.S.
dealers have entered into standard uniform dealership agreements in the form of the
Chrysler Corporation Sales and Service Agreement (the "Sales and Service Agreement"),
some dealers are party to older agreements in the form of the Chrysler Direct Dealer
Agreement (each, a "Direct Dealer Agreement"). If a Direct Dealer Agreement is
identified as a Designated Agreement pursuant to the procedures above, then such Direct
Dealer Agreement will only be assumed and assigned to the Purchaser if the counterparty
to the Direct Dealer Agreement first agrees to modify such Direct Dealer Agreement and
restate it in the form of the Sales and Service Agreement (each such modified Direct
Dealer Agreement and Sales and Service Agreement, a "Dealer Agreement"). If the
counterparty and the Debtors do not so modify and restate such Direct Dealer Agreement
in the form of the Sales and Service Agreement, then notwithstanding any other
provisions of these Contract Procedures, such Direct Dealer Agreement will not be
assumed and assigned pursuant to these Contract Procedures.

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