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HomeMy WebLinkAbout08-4116C A Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 j goldberg@ssbc-law.com PA ID #46782 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C BRASHER, Plaintiffs CIVIL TERM (LAW) V. NO. d k LII 1 & C, v' I `fel^ CHRYSLER, LLC, Defendants JURY TRIAL DEMANDED NOTICE YOU HAVE BEEN SUED IN COURT. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this Complaint and Notice are served, by entering a written appearance personally or by attorney and filing in writing with the Court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the Court without further notice for any money claimed in the Complaint or for any other claim of relief requested by the Plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH INFORMATION ABOUT HIRING A LAWYER IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH THE INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUCED FEE OR NO FEE. Cumberland County Bar Association 32 S. Bedford Street Carlisle, PA 17013 (717) 249-3166 (800) 990-9108 t 04 Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 jgoldberg@ssbc-law.com PA 1D #46782 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C. BRASHER, CIVIL TERM (LAW) Plaintiffs V. NO. 7 /l ?o C d? ;' `fcloti CHRYSLER, LLC, Defendants JURY TRIAL DEMANDED COMPLAINT AND NOW COME the Plaintiffs, Lisa R. Brasher and James C. Brasher, by and through attorney, Joseph K. Goldberg, Esquire, who bring this action under the Pennsylvania Automobile Lemon Law (hereinafter "Lemon Law"), 73 P.S. § 1951, et seq.; the Pennsylvania Unfair Trade Practices and Consumer Protection Law (hereinafter "Consumer Protection Law"), 73 P.S. § 201-1, et seq, and the Magnuson- Moss Warranty Act, 15 U.S.C. § 2301, et seq., and in support thereof aver as follows: 1. Plaintiffs are Lisa R. Brasher and James C. Brasher, a married couple who are adult individuals residing at P.O. Box 42, 203 Railroad Street, Tower City, PA 17980. 2. Defendant Chrysler, LLC, is a Delaware limited liability company registered to do business in the Commonwealth of Pennsylvania, with a registered agent and address c/o C.T. Corporation Systems, 1515 Market Street, Suite 1210 r Philadelphia, PA. 3. Defendant is a "manufacturer" - as that term is defined by § 1952 of the Lemon Law - of motor vehicles and sells its products through licensed dealers at various locations throughout the Commonwealth, including in Cumberland County through Cumberland Valley Motors, 6714/26 Carlisle Pike, Mechanicsburg, Pennsylvania 17050. 4. On September 24, 2007, Plaintiffs purchased a new motor vehicle, manufactured by Defendant, from Cumberland Valley Motors in Cumberland County. 5. The vehicle purchased is a 2007 Dodge Charger, Vehicle Identification Number 2B3KK43G57H611359. 6. Plaintiffs purchased the vehicle primarily for personal, family and household purposes. 7. From the time of purchase to the present, the vehicle has been titled in the Commonwealth of Pennsylvania. 8. At the time of purchase, the Plaintiffs received a written warranty from the Defendant, a copy of which is attached hereto as Exhibit A. 9. Within the first several weeks of purchase, the vehicle manifested a defect which substantially impairs its safety, use and/or value, and which continues through the present. This nonconformity is an unknown defect that has manifested itself in the form of severe valve tapping. 10. Plaintiffs' first report of the nonconformity to Defendant took place with less than 12,000 miles on the vehicle's odometer. 11. Despite repeated repair attempts, the defect persists. The Plaintiffs 2 1 1 brought the car to the Defendant's authorized dealer/repair facility, Cumberland Valley Motors, on the following four (4) occasions for the purpose of repairing the nonconformity: a) February 13, 2008 b) March 6, 2008 C) March 17, 2008 d) April 21, 2008 12. The Defendant has failed to correct the nonconformity. 13. The customer assistance center of Defendant has been notified of the existence of the nonconformity. 14. The amounts demanded by Plaintiffs exceed $50,000.00 dollars, thereby making this action not subject to compulsory arbitration. COUNTI VIOLATION OF THE LEMON LAW 15. Paragraphs 1 through 14 are incorporated herein by reference as if fully set forth. 16. The vehicle sold to Plaintiffs contains a nonconformity which substantially impairs the safety, use and/or value of the vehicle. 17. The vehicle has been subject to at least repair attempts for the nonconformity. 18. The Defendant has failed to remedy the nonconformity. 19. The Plaintiffs have exhausted all available remedies required prior to institution of this action. 3 N WHEREFORE, Plaintiffs respectfully request this Honorable Court grant judgment in favor of Plaintiffs and against Defendant as follows: a) judgment in the amount of $30,931.20 (which represents Plaintiffs' entire purchase price of the vehicle, plus all collateral charges, less rebate supplied by Defendant), plus interest paid on their automobile loan, less a reasonable allowance for usage prior to the first occurrence of the defect not to exceed the lesser of $.10 per mile driven prior to the first report of the defect, or ten percent (10%) of the purchase price; b) an award of Plaintiffs' attorney's fees and all costs; and c) such other relief the court deems just and proper. COUNT II VIOLATION OF THE UNFAIR TRADE PRACTICES AND CONSUMER PROTECTION LAW 20. Paragraphs 1 through 19 are incorporated herein by reference as if fully set forth herein. 21. At all times relevant hereto, Defendant was engaged in trade or commerce as defined in Section 2(3) of the Consumer Protection Law, 73 P.S. § 201- 2(3). 22. Pursuant to Section 9.2 of the Consumer Protection Law, Plaintiffs aver that Defendant's acts violate Section 3 of the Consumer Protection Law, 73 P. S. § 201- 3, by violating the following subsections of Section 2(4) of the Consumer Protection Law, 73 P.S. § 201-2(4): (v) Representing that goods or services have sponsorship, approval, characteristics, ingredients, uses, benefits or quantities that they do not have or that a person has a sponsorship, approval, status, affiliation, or connection that 4 he does not have; (vii) Representing that goods or services are of a particular standard, quality or grade, or that goods are of a particular style or model, if they are of another; (ix) Advertising goods or services with intent not to sell them as advertised; (xiv) Failing to comply with the terms of any written guarantee or warranty given to the buyer at, prior to or after a contract for the purchase of goods or services is made; (xxii) Engaging in any other fraudulent or deceptive conduct which creates a likelihood of confusion or of misunderstanding. 23. Defendant's violations of the Lemon Law as alleged in Count I are also violations of the Consumer Protection Law by virtue of the Lemon Law at 73 P.S. § 1961. 24. The Plaintiffs reasonably and justifiably relied on the representations of the Defendant in deciding to purchase the vehicle. 25. As a result of Defendant's violations of the Consumer Protection Law, Plaintiffs have suffered an ascertainable loss of money or property, in that their vehicle is reduced in value. WHEREFORE, Plaintiffs respectfully request this Honorable Court grant judgment in favor of Plaintiffs and against Defendant as follows: a) a judgment in the amount of three times the loss suffered by Plaintiffs as proven at trial of this matter; b) an award of attorney's fees and all costs of Plaintiffs; and, c) such other relief the court deems just and proper. 5 COUNT III VIOLATION OF THE MAGNUSON-MOSS WARRANTY ACT 26. Paragraphs 1 through 25 are incorporated herein by reference as if set forth fully herein. 27. The subject vehicle is a consumer product, the Defendant is a warrantor, and Plaintiffs are consumers as defined by the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301, et seq. 28. At the time of purchase, Defendant provided Plaintiffs with a written warranty for their new motor vehicle. 29. The failure of Defendant to correct the defect, despite repeated demand, constitutes a breach of warranty. 30. The aforesaid acts constitute a violation of the Magnuson-Moss Warranty Act. 31. By failing to respond to the serious nonconformity in the vehicle, the Defendant has exhibited a callous disregard for the health, safety and welfare of the Plaintiffs and others in the general population. 32. The amount claimed under the Magnuson-Moss Warranty Act, exclusive of costs and attorney's fees, is less than $50,000, thereby vesting exclusive jurisdiction in the courts of this state. WHEREFORE, Plaintiffs respectfully request this Honorable Court grant judgment in favor of Plaintiffs and against Defendant as follows: a) a judgment in the amount of their loss as proven at trial of this matter; b) an award of attorney's fees and all costs of Plaintiffs; and, 6 c) such other relief the court deems just and proper. Respectfully submitted, Jos p lol r squire orney ID 8 2080 Lingle n Road, Suite 106 Harrisburg, PA 17110 717-703-3600 Attorney for Plaintiffs Dated: 7 I IMPORTANT This booklet contains DaimlerChrysler Motors Company LLC limited warranties. It should be kept in your vehicle and presented to your Dealer if any warranty service is needed. The warranty text begins on page 4 of this booklet. EXHIBIT A r y WARRANTY COVERAGE ATA GLANCE DESCRIPTION LIZO Y! L Y3 Y00 , 000 36,000 0 Basi=1-11.dW.rrant, Coverage 3 Yr! 3 Yr/ 5 Yd 5 Yr/ 0,000 Unlmtd 50 000 7 Yr/ 7 Yd 8 Yr/ 100 000 70 000 100 000 80,000 1 TABLE OF CONTENTS 1. Your Legal Rights Under These Limited Warranties .................... 4 1.1 Incidental and Consequential Damages Not Covered .................. 4 2. What's Covered Under DaimlerChrysler's Warranties 2.1 Basic Limited Warranty ................... 5 22 Corrosion Warranty ................... 8 23 Restraint System Limited Warranty ...........9 4. 3. What's Not Covered 3.1 Modifications Not Covered ............. 10 32 Environmental Factors Not Covered ...... 11 33 Maintenance Costs Not Covered.......... 12 3.4 Racing Not Covered ..................13 3.5 Certain Kinds of Corrosion Not Covered ........................13 3.6 Other Exclusions .....................13 3.7 Total Loss, Salvage, Junk, or Scrap Vehicles Not Covered .................... 14 3.8 Restricted Warranty .....................15 Other Terms of Your Warranties 4.1 Exchanged Parts May Be Used in Warranty Repairs .................... 16 42 Pre-Delivery Service ................... 17 4.3 Production Changes ................... 17 4.4 Governing Law and Other Terms ............17 2 © 2006 DaimlerChrysler Corporation 5. Emission Warranties Required by Law 5.1 Federal Emission Warranty ... . 5.2 Emission Performance Warrant 18 5.3 California Emission Warranty . y .. ' ' ' • ' ' • • • • .. • 20 6- How to Get Warranty Service 6.1 Where to Take Yo 6-2 ur Vehicle . , , How to Get Tow Service - ' ' ' ' ' • • • .26 6.3 Emergenc U•S• or Canada Only . Y Warranty Repairs 28 ... . 6.4 Getting Service Under the Federal • 29 Emission Performance Warranties ... . 6.5 Getting Service Under the 29 California Emission Warranties -••.30 TABLE OF CONTENTS 7. How to Deal with Warranty problems 7.1 Steps to Take ... , 7.2 Helpful Addresses and Tele 33 Numbers .... , . Phone 8. Optional Service Contract .... , 9. Maintenance 38 9.1 General Maintenance • 39 9.2 Where to Go For Maintena nce . .'.'.' .•. 40 Maintenance Log . - • . ................ 41 3 LEGAL RIGHTS I.-' Your Leggy TM" f..a 4-jue` r `VKil1I Clm 1 a? express 4 " 3 LLGf"D yrvgt? stafie 'adl llerii ?'?e?1(? cr ,an t "s ?l?1`?i? impose d5 ta?? eve sf the vel?i?l 4 ¦ e spow, ? > an Illlph F T may not ". S y ak? ou y ..Y .. , q Y r sC a 7 x onp ny a- ? ?'S tEt:rL 1?r r r n pllohe , 5 si ! rfP?tY, and Pzd for racing 1 a ?'CC . _ . usroaa 2 2 WHATS COVERED UNDER DAIMLERCHRYSLER'S WARRANTIES 2. What's Covered Under DaimlerChrysler°s Warranties 2.1 Basic Limited Warranty A. Who Is Covered? You are covered by the Basic Limited Warranty if you are a purchaser for use of the vehicle. B. What's Covered The Basic Limited Warranty covers the cost of all parts and labor needed to repair any item on your vehicle when it left the manufacturing plant that is defective in material, workmanship or factory preparation. There is no list of covered parts since the only exception are tires and Koss headphones. You pay nothing for these repairs. These warranty repairs or adjustments - including all parts and labor connected with them - will be made by your dealer at no charge, using new or remanufactured parts. C. Items Covered by Other Warranties The following are covered by separate warranties offered by their makers. They are not covered by the Basic Limited Warranty: • tires; • Koss headphones; or WHATS COVERED UNDER DAIMLERCHRYSLER'S WARRANTIES • items added or changed after your vehicle left the covered part has failed. If you choose to go to manufacturing plant, such as accessories or another dealership, you will be responsible for the protection products, or items changed because of cost if the extra distance exceeds 10 miles. See customization or van conversion. Section 6.2 for information on how to get towing service in the United States and Canada. Be sure you get a copy of any warranty that applies to these items from your dealer, or from the maker of the product. You can find the tire and Koss head- phone warranty statements in your Owner's Literature Package. D. Towing Costs Are Covered Under Certain Circumstances The Basic Limited Warranty covers the cost of towing your vehicle to the nearest Chrysler, Dodge or Jeep dealer if your vehicle can't be driven because a E. When It Begins The Basic Limited Warranty begins on either of the following dates, whichever is earlier: • the date you take delivery of the vehicle; or • the date when the vehicle was first put into service - for example, as a dealer "demo" or as a DaimlerChrysler company vehicle. WHAT'S COVERED UNDER DAIMLERCHRYSLER'S WARRANTIES F. When It Ends The. Basic Limited Warranty lasts for 36 months from the date it begins or for 36,000 miles on the odometer, whichever occurs first. But the following items are covered only for 12 months or for 12,000 miles on the odometer, whichever occurs first: • brakes (rotors, pads. linings, and drums'); • wiper blades; • clutch discs or modular clutch assembly (as equipped); • windshield and rear window; and • wheel alignment and wheel balancing WHAT'S COVERED UNDER DAIMLERCH RYSLER"S WARRANTIES H'. If Your Vehicle Leaves the United States (We Include U.S. Possessions and Territories as Part of the United States for Warranty Purposes): EXCEPT WHERE SPECIFICALLY REQUIRED BY LAW, THERE IS NO WARRANTY COVERAGE ON THIS VEHICLE IF IT IS SOLD IN OR REG STERED IN COUNTRIES OTHER THAN THE UNITED STATES. This policy does not apply to vehicles that have received authorization for export from Daimler- Chrysler. Dealers may not give authorization for export. You should consult an authorized dealer to determine this vehicle's warranty coverage if you have any questions. This policy does not apply to vehicles registered to U .S. government officials or military personnel on assignment outside of the United States. G. Registration and Operation Requirements The Basic Limited Warranty covers your vehicle only if: • it was built for sale in the U.S.; • it's registered in the U.S.; • it's driven mainly in the U.S. or Canada; and • it's operated and maintained in the manner described in your Owner's Manual. 2.2 Corrosion Warranty A. Who Is Covered? You are covered if you are a purchaser for use of the vehicle. B. What's Covered This warranty covers the cost of all parts and labor needed to repair or replace any sheet metal panels that get holes from rust or other corrosion. If a hole occurs because of something other than corrosion, this warranty does not apply. Cosmetic or surface corrosion -resulting, for example, from stone chips or scratches in the paint __ is not covered. For more details on what isn't covered by this warranty, sec. 3.5. • l . ti WHAT'S COVERED UNDER DAIMLERCHRXSLER'S WARRANTIES C. How Long It Lasts 2.3 Restraint System Limited Warranty This warranty starts when your Basic Limited (Vehicles sold and registered in the Warranty begins under 2.1{F}_ State of Kansas only) This warranty has two time-and-mileage limits: • For sheet metal panels, the limit is 36 months, with no mileage limit. • For an outer-body sheet metal panel -- -a one that is finish-painted and that someone can see when walking around the vehicle, the limits are 5 years or 100,000 miles on the odometer, whichever occurs first. For vehicles sold and registered in the State of Kansas, seatbelts and related seatbelt components are warranted against defects in workmanship and materials for 10 years, regardless of mileage. This warranty does not cover replacement of seatbelts and related components required as the result of collision. WHAT'S NOT COVERED . What's Not Covered 3.1 Modifications Not Covered A. Some Modifications Don't Void the Warranties But Aren't Covered Certain changes that you might make to your vehicle do not, by themselves, void the warranties described in this b? oklet. Examples of some of these changes are: installing non-DaimierChrysier Motors Company LLC ("Dai mlerChrysler") parts, components, or equipment (such as a non- DaimlerChrysler radio or speed control), and • using special non-DaimlerChrysler materials or additives. But your warranties don't corer any part that was not on your vehicle when it left the manufacturing plant or is not certified for use on your vehicle. Igor do they cover the costs of any repairs or adjustments that might be caused or needed because of the installation or use of non-DaimlerChrysler parts, components, equipment, materials, or additives. Performance or racing parts are considered to be non- Daim lerChrysler parts. Repairs or adjustments caused by their use are not cohered under your warranties. Examples of the types of alterations not covered are: • installing accessories __ except for genuine DaimlerC;hrysler ' MOPAR accessories installed by an authorized Chrysler, Dodge or Jeep dealer, 10 t ! 0 % WHAT'S NOT COVERED • applying rustproohng or other protection products, or • using any refrigerant that ®aimlerC.`hrysler has not approved, B. Modifications That WILL Void Your Warranties 'these actions will void your warranties: • disconnecting, tampering; with, or altering the odometer will void your warranties, unless your repairing technician follows the legal require- ments for repairing or replacing odometers, or • attaching any device that disconnects the odometer will also void your warranties. 3.2 Environmental Factors Not Covered Your warranties don't cover damage caused by environmental factors such as airborne fallout, bird droppings, insect damage, chemicals, tree sap, salt, ocean spray, acid rain, and road hazards. "for do your warranties cover damage caused by hailstorms, windstorms, tornadoes, sandstorms, lightning, floods. and earthquakes. Your warranties do not cover conditions resulting from anything impacting the vehicle. This includes cracks and chips in glass, scratches and chips in painted surfaces, or damage from collision. tt '`:HAT'S 1 £ T CC E E 3.3 Maintenance Costs Not Covered Your warranties don't cover the costs of repairing, damage caused by poor or improper maintenance. Nor do they cover damage caused by the use of contami- nated fuels, or by the use of fuels, oils, lubricants, cleaners or fluids other than those recommended in your Owner's Manual- The warranties don't carver the costs of your vehicle's normal or scheduled maintenance,-- the parts and services that all vehicles routinely need. Some of these parts and services, which your warran- ties don't cover, include: • lubrication; • engine tune-ups; • replacing filters, coolant, spark plugs, bulbs, or fuses (unless those costs result from a covered repair); • cleaning and polishing,; and • replacing worn wiper blades, worn brake pads and linings, or clutch linings. f ? ? 7 -:j . 3.4 Racing Not Covered Yo it -arranti . don t corer tf?, cr,st? ::d1r c4?t rosiOn of € cd by raclIT, ?;. spcctai cr?nvcrsiorh ? to they or equipment that v : <<r r ->t as defcc,t5 that rtre found as the €3r c ehicle when it Ic si1: f•.r.-ticihMt.i.in = n a rjcan?, c...C. t. left the Illanu3<t£ I l ira i €<€r.x or not supplied hti Dal inlert:: hrvsler. 3.5 Certain Kinds of Corrosion Not Covered Your ?v errant€cs don't cover the f-ollowin o: = cOrrosiO a caused by accident da t . aht,ise. tat " litcle alteratl gin: `+tlt tac:e= Cori psts)n catised by sticl' ')mgr as ltl trill da(lr,:l,[, s'and, sa hail, and stones: or abnofmal •: ?f'ril iC<tls, .6 Other Exclusions ?li?t?C xYe"? 1 `e? dEan`t c£Eler tlkc CG'?t? ??? repaarmsC, dant wi or ?cnditions caused b any o the following: • faro, or accident„ • abi c Or negligence; ' zj' ? -- fclr c xam .le, drrx:;n l' ? ob"Ce" c41ri?s <)r t:< ii,t'>tr}ilL. ;call the eMISSif n sYsterns. or c}ith a Part that could affect the emission Sy°ste.tns: u=;c ()fused parts, even if ihey were originally supplied by Dainllet-C:hrt 1cr(however, authorized Daim]e;r(hrysier? MOPAR rernanufactured parts are ct,, ered): • u ind JhJ,,ld Or rear window, damage from external any .:. << made to your vehicle that don't corm,',, ? .th T ):,inilerC"hrysler or using asp; i rid that doesn't meet the minimum rc comnletaci.:ttions in your Owneesklantial. 3.7 Total Loss, Salvage, Junk, or Scrap Vehicles Not Covered A vehicle has no warranty coverage of any kind if • the vehicle is declared to he a total loss by an insurance company-, • the vehicle is re=built after being declared to be a total loss by an insurance company; or • (,he vehicle is issued a certificate of title; indicat- ing that it is designated as "salvage," "junk.;, "rebuilt.' "scrap," or some similar uvord. DairnlerC:hrvsler will deny warranty coverage without notice if it learns that a-ehicle is ineligible for coverage for any of these reasons. t + } 3.8 Restricted Warranty Your v,,arranties can also be restricted bw DainderC:;hrysler_ DaimIk.TChryslermay restrict the v,arrarwy, on your vehicle if the vehicle is not properly maintained. or if the vehicle is abused or neglected, and the abuse or neglect interferes vvith the proper function- of the vehicle, ffthe warranty is restricted, coveray ho denied or subject to approval by t).ix lcK,'hrysler before covered repairs are perfortred. OTHER TERMS OF YOUR WARRANTIES 4. Other Terms of Your Warranties 4.1 Exchanged Parts May Be Used in Warranty Repairs In the interest of customer satisfaction. DaimlerChrysler Motors Company LLC ("DaimlerC;hrysfer") may offerexchange service on some vehicle parts. This service is intended to reduce the amount of time your vehicle is not available for your use because of repairs. Parts used in exchange service may be new, remanufactured, reconditioned, or repaired, depending on the part involved. All exchange parts that might be used meet DaimlerChrysler standards, and have the same warranties as new parts. Examples ofthe-kinds of parts that might be serviced in this way are: • engine assemblies; • transmission assemblies; • instrument cluster assemblies; • radios, tape, CD and DVD players; • speedometers; and • powertrain control modules. To help control suspected ozone-depleting agents, the EPA requires the capture, purification, and reuse of automotive air-conditioning refrigerant gases. As a result, a repair to the sealed portion of your air-conditioning system may involve the installation ofpurifted reclaimed refrigerant. 16 IF, 1 0 ? OTHER TERMS OF YOUR WARRANTIES 4.2 Pre-Delivery Service A defect in or damage to the mechanical, electrical, sheet-metal, paint, trim, and ether components of your vehicle may have occurred at the factory or while it was being shipped to the dealer. Such a defect or damage is usually detected and corrected at the factory. In addition, dealers must inspect each vehicle before delivery, They repair any defects or damage detected before the vehicle is delivered to you. 4.3 Production Changes Changes may be made in vehicles sold by DaimlerChrysler and its dealers at any time without incurring any obligation to make the same or similar changes on vehicles previously built or sold. 4,4 Governing Law and Other Terms All of the warranties, except for the Federal Emissions and noise warranty and the California Emissions warranties, are made under Michigan law, and Michi- gan law, will be used to interpret therm. Punitive. exemplary or multiple damages may not be recovered unless applicable state or local law prohibits their disclaimer. No person, including DaimlerChrysler employees or dealers may modiCy or waive any part of these warranties. EMISSION WARRANTIES REQUIRED BY LAW 5, Emission Warranties Required By Law 5.9 Federal Emission Warranty A. Parts Covered for 2 Years or 24,004 Miles Federal law requires DaimlerChrysler Motors Company LLC ("DaimlerChrysier") to warrant the following emissions parts for 2 years or 24,000 miles, whichever occurs first. DaimlerC:hrysler covers all of these parts under the Basic Limited Warranty for 3 years or 36,000 miles, whichever occurs first- • Air ;system controls; • distributor and its components: • electronic fuel injection system, including injector, • evaporative-emission canister and controls; • exhaust manifold; • exhaust gas recirculation -valve and control system; • exhaust pipes (between exhaust manifold and catalyst); • fuel cap and tank assembly, pump, and fuel lines-, • ignition coil and ignition module; • intake manifold; • on-board diagnostic.-system components; • oxygen sensors; 18 h ....._.._.. EMISSION WARRANTIES RECyl11REL} BY LAW d for 8 years or 80,000 miles positive crankcase-ventilation (pCV") valve or orifice; • secondary ignition wires; • spark plugs, • throttle body; • transmission-control m0dfittings. as well as and • vacuum hoses, clamps, component:; tubing, used for these comp • temperature, altitude, speed, time- vacuum ve valves, sensors, and switches used in senstheseiti, components and systems. B. Parts Covere following {,arts, this if your vehicle has one of the Federal f;tnission Warranty covers t iatlpar ix urs trst. hever period of 8 years or 80,000 mites, e when Your These limits are counted frmlle t l i under t(F,)- The basic Limited Warranty beg covered parts are: • catalytic converter; and powertrain control module. C. Additional Emission Warranties if your vehicle is equipped with a California Certified Emission Control System and is registered in California, vtassachafsetts, Maine or Vermont, the California Emission Warranty -- described in Section 53 -also applies. EMISSION WARRAt4TIES REQUIRED BY t-AW 5.2 Emission performance Warranty This warranty supplements the federal warranty under 5.l , it lasts for 2 years or 24,000 miles on the odom- eter, whichever occurs first. If your vehicle has one of the following parts, catalytic converter and powertrain control module, this Federal Emission Warranty covers that part for a period of 8 years or 80,400 miles, whichever occurs first. "l`hese limits are counted from the time when your Basic Limited Warranty begins render 2.I(E). The Emission performance Warranty covers the cost of repairing or adjusting any compo- nents or parts that might be needed for your vehicle to pass Federal Emission Standards for a federally approved state or local emissions test, but only it. • your vehicle has failed a federally approved state or local emissions test; • your vehicle has been maintained and operated properly up until it fails such a test; and fine or • you face a real penalty --- for example, the loss of the use of your vehicle ---- because the vehicle has failed the test. Section 6.4 explains how to get service under this warranty. 20 a ' i S HOW TO GET WARRANTY SERVICE 6. Haw to Get Warranty Service B. In Canada and Mexico: Ifyou are traveling temporarily in Canada orlblexico, Where 6.1 to Take Your Vehicle and your vehicle remains registered in the United States, your DaimlerChrysler warranty still A. In the United States (We Include U S applies. Service may be requested at any authorized . . -Possessions and Territories as Part of Chrysler, badge or Jeep dealership. the United States for Warranty Purposes): C. In a Foreign Country Outside of N th Warranty service must be done by an authorized or America: Chrysler, Dodge or Jeep dealer. We strongly recommend that you take your vehicle to If you are traveling temporarily outside of North your Selling Dealer. They know you and your vehicle America, and your vehicle remains registered in the United States: best, and are most concerned that you get prompt and high quality service. If you move within the l;nited States, warranty service ma • You should take your vehicle to an authorized y be requested from any authorizers Chrysler Chrysler, Dodge or Jeep dealer. They should give , Dodge or Jeep dealer. you the same warrant}- service Vol) receive in the United States. 26 If the authorized dealership charges you for repairs which you fc el should be covered under your warranty, please get a detailed receipt for the work done. 1141ake sure, that this receipt lists all warranty repairs and parts that were involved. (This receipt will be similar to the one used by the dealer who normally sere=ices your vehicle,) When your vehicle returns to the United states, contact the DaimlerChrysler Customer Assistance Center (section 7.2) for reimbursement consideration. You will normally need to provide a copy of the receipt. your vehicle registration and any otherrel- evaut documents. Reimbursement will not be considered ifthe vehicle does not return io the United States, HOW TO GET WARRANTY SERVICE D. if You Move: If you move to another country, be sure to ctmtact the DaimlerChrysler Customer Assistance ("enter (section 7.2) and the customs department of the destination cotutltry before you move, vehicle importation rules vary considerably from country to country. You may be required to present documen. tatio,n of your move to t)aitnlerC"hrysler in order to continue your warranty coverage You may also he required to obtain documentation from. DaimlerChrysler in order to register your vehicle in your new country, E. Notice: If your vehicle is registered outside of the t.inited States, and you have not followed the procedure set out above, your vehicle bvill no longer be eligible fir 2? .. - 14 " HOW TO GET WARRANTY SERVICE warranty coverage of any kind. (Vehicles registered to United States government officials or military person- nel on assignment outside of the U.S. will continue to be covered.) - 6.2 How To Get Tow Service - U.S. or Canada Only * A. What To Do: If your vehicle requires towing due to a defect covered under the Basic Limited Warranty, dial toll- free 1-800-521-2779. Provide your name, vehicle identification number, license plate number, and your location, including the telephone number from which you are calling. Briefly describe the nature of the problem and answer a few simple questions. 28 You will be given the name of the service provider and an estimated time of arrival. If you feel you are in an "unsafe situation", please let us know. With your consent, we will contact local police or safety authori- ties. B. If Unable to Contact 24-Hour Towing Assistance: If you are unable to contact 24-Hour Towing Assis- tance and you obtain towing services on your own, you may submit your original receipts from the licensed towing or service facility, for services * Towing services provided through Cross Country Motor Club, Inc., Medford, MA 02155, except in AK, CA, HI, OR, WI, and WY, where services are provided by Cross Country Motor Club of California, Inc., Medford„ MA 02155. HOW TO GET WARRANTY SERVICE rendered within 30 days of the occurrence. Be sure to include your vehicle identification number, odometer mileage at the time of service and current mailing address. We will process the claim based on vehicle and service eligibility. If eligible, we will reimburse you for the reasonable amounts you actually paid, based on the usual and customary charges for that service in the area where they were provided. DaimlerChrysier Motors Company LLC's determination relating to reimbursement are final. Correspondence should be mailed to: DaimlerChrysler Towing Assistance P.O. Box 9145 Medford, MA 02155 Attention: Claims Department 6.3 Emergency Warranty Repairs If you have an emergency and have to get a warranty repair made by someone other than an authorized Chrysler, Dodge or Jeep dealer, follow the reimburse- ment procedure in 6.1(C). 6.4 Getting Service Under the Federal Emission Performance Warranties A. What to Do If your vehicle has failed an emissions test described in 5.2: • Take it to an authorized Chrysler, Dodge or Jeep dealer as soon as possible. • Give the service representative the printout showing that your vehicle failed the test. 29 HOW TO GET WARRANTY SERVICE • If possible, bring all service receipts, maintenance logs, and records proving that your vehicle has been properly maintained, since you may be required to show them. B. Further Steps You Can Take, and How to Get More Information If you think your dealer has wrongly denied you emission-warranty coverage, follow the steps described in 7.1. DaimlerChrysler will reply to you in writing within 30 days after receiving your complaint (or within the time limit required by local or state law). If the owner is not notified within 30 days that a performance warranty claim is denied, the manufacturer must repair the vehicle free of charge. If you want more information about getting service under the Federal Emission Warranty or the Performance Warranty, or if you want to report what you think is a violation of these warranties, you can contact: Manager, Certification and Compliance Division Warranty Claims 'Environmental Protection Agency 1200 Pennsylvania Avenue, NW Mail Code 6403) Washington, D. C. 20460 6.5 Getting Service Under the California Emission Warranty A. What to Do If You Fail a Smog Check If a vehicle fails a state Smog Check test during the coverage period, DaimlerChrysler Motors 30 HOW TO GET WARRANTY SERVICE Company, LLC ("DaimlerChrysler") will repair the vehicle so that it will pass a State Smog Check re- test. The owner should take the vehicle to any authorized Chrysler, Dodge or Jeep dealer for warranty repairs and give a copy of the failed Smog Check test report to the dealer. If the owner is not notified within 30 days that a performance warranty claim is denied, the manufacturer must repair the vehicle free of charge. B. What to Do to Get Warranty Service To get warranty service -- even if you're traveling -- take your vehicle to any Chrysler, Dodge or Jeep dealer. (DaimlerChrysler recommends that you take your vehicle to a dealer who sells the same make of vehicle as yours.) That dealer will perform any warranty service without charging you for diagno- sis, parts or labor. C. Emergency Emission Warranty Service If you need emergency service under this warranty and a Chrysler, Dodge or Jeep dealer is not readily available, you may have your vehicle repaired by anyone using any brand of repair parts. However, DaimlerChrysler recommends that you do the follow- ing before having repairs made: • Contact the DaimlerChrysler Motors Company, LLC Customer Assistance Center and ask for help with emission warranty service. (You'll find the address and telephone number of the Customer Assistance Center at 7.2.) • The Customer Assistance Center will recommend an authorized servicing dealer or help you find a qualified independent servicing dealer. • If you are going to have to use an independent servicing dealer, make arrangements during your first contact with the Customer Assistance Center 31 ? 4 4., HOW TO GET WARRANTY SERVICE for getting reimbursed for emergency repairs (including labor and diagnosis). You will need to get and keep the replaced parts, as well as the original invoice marked "paid". You should review with the Customer Assistance Center any questions you have about the emission warranty. Reimbursement for parts will be based on DaimlerChrysler's suggested retail price. Reimburse- ment for labor will be based on DaimlerChrysler's recommended time allowance for the repair and on the appropriate hourly labor rate in the geographic area where you had the work done. Before DaimlerChrysler will reimburse you for emer- gency repairs under this warranty, you will have to provide DaimlerChrysler with details on why the situation was an emergency and why dealer service was unavailable. 32 Under this warranty, an emergency occurs if a part will not be available within 30 days or if a repair can't be completed within 30 days. D. How to Get More Information if you want more information about getting service under the California Emission Warranty, you can contact one of the following: DaimlerChrysler Motors Company LLC Customer Assistance Center (800)992-1997 California Air Resources Board 9480 Telstar Avenue, Suite 4 El Monte, California 91731 HOW TO DEAL WITH WARRANTY PROBLEMS 3 Step 1: Discuss your problem with the owner or 7. HOW to Deal With Warranty general manager of the dealership. Problems 7.1 Steps to Take A. In General Normally, warranty problems can be resolved by your dealer's sales or service departments. That's why you should always talk to your dealer's service manager or sales manager first. But if you're not satisfied with your dealer's response to your problem, DaimlerChrysler Motors Company LLC ("DaimlerChrysler") recommends that you do the following: Step 2: If your dealership still can't resolve the problem, contact the DaimlerChrysler Customer Assis- tance Center. You'll find the address in section 7.2. B. What DaimlerChrysler Will Do Once you have followed the two steps described in 7.1(A), a DaimlerChrysler representative at DaimlerChrysler headquarters will review your situation. If it's something that DaimlerChrysler can help you with, DaimlerChrysler will provide your dealer with all the information and assistance necessary to resolve the problem. Even ifDaimlerChrysler can'thelp you, DaimlerChrysler will acknowledge your contact and explain DaimlerChryslees position. 33 x • •! " 34 HOW TO DEAL WITH WARRANTY PROBLEMS C. If Your Problem Still Isn't Resolved For Customers Residing in Arkansas, Idaho, Kentucky and Minnesota ONLY: (NOTE: This Process is not available for residents of other states.) If you can't resolve your warranty problem after following the two steps described in 7.1(A), and you live in Arkansas, Idaho, Kentucky or Minnesota ONLY, you can contact the DaimlerChrysler Motors Company LLC Customer Arbitration Process in your area. You may obtain a brochure describing DaimlerChrysler Motors Company LLC's Customer Arbitration Process, including an application, by calling 1-800-992-1997. This service is strictly voluntary, and you may submit your dispute directly to the Customer Arbitration Process (CAP) at no cost. The CAP is administered by an independent dispute settlement organization and may be contacted in writing at the following address: National Center for Dispute Settlement DaimlerChrysler Motors Company LLC Customer Arbitration Process P.O. Box 560208 Dallas, TX 75356-0208 The CAP reviews only vehicle disputes involving DaimlerChrysler Motors Company LLC ("DaimlerChrysler") Limited Warranty or a DaimlerChrysler / Mopar Part Limited Warranty. The CAP does not review disputes involving the sale of a new or used vehicle, personal injury/property damage claims, disputes relating to design of the vehicle or part, or disputes which are already the subject of litigation. The CAP will need the following information from you: 1) Legible copies of all documents and repair orders relevant to your case, 2) Vehicle identification number of your vehicle, 3) A brief description of your unresolved HOW TO DEAL WITH WARRANTY PROBLEMS concern, 4) The identity of your servicing/selling dealer, 5) The date(s) ofrepair(s) and mileage at the time, 6) Current mileage, and 7) A description of the action you expect to resolve your concern. Upon receipt of your request: • The National Center for Dispute Settlement (NCDS) will acknowledge receipt of your request, by mail, within ten (10) days, and advise you whether or not your dispute is within the jurisdiction of the Process. • When your request is within jurisdiction NCDS will request DaimlerChrysler and the dealer to present their side of the dispute. You will receive copies of their responses. • While your dispute is pending NCDS or Daimler- Chrysler may contact you to see if your case can be settled by agreement. If a settlement is offered to you, DaimlerChrysler will ask you to sign a form that contains that settlement. Your case will then be closed. There is no requirement for you to participate in this settlement process. • If you requested an oral hearing, a decision-maker will contact you to arrange a convenient time and place for a hearing. Usually, this will be at a dealership near you. • If you request a documents-only review, an NCDS panel will review and decide your case. Neither you, the dealer nor DaimlerChrysler need be present. • NCDS will send you a written Statement of Decision. This statement will include the decision, any action to be taken by the dealer or DaimlerChrysler and the time by which the action must be taken. The decision will be binding on the dealer and DaimlerChrysler but not on you unless you accept the decision. 35 .. • As HOW TO DEAL WITH WARRANTY PROBLEMS • If any action is required on the part of the dealer or DaimlerChrysler you will be contacted within ten (10) days after the date by which the dealer or DaimlerChrysler must act to determine whether performance has been rendered. • The entire dispute settlement process will normally take no longer than 40 days. • The CAP dispute settlement procedure does not take the place of any state or Federal legal remedies available to you. Whether or not you decide to submit your dispute to the Process, you are free to pursue other legal remedies. D. Notice Under State Lemon Laws Some states have laws allowing you to get a re- placement vehicle or a refund of the vehicle's purchase price under certain circumstances. These 36 laws vary from state to state. If your state law al- lows, DaimlerChrysler requires that you first notify us in writing of any service difficulty that you may have experienced so that we can have a chance to make any needed repairs before you are eligible for remedies provided by these laws. In all other states, we ask that you give us written notice of any service difficulty. Send your written notice to the DaimlerChrysler Customer Assis- tance Center at the address in 7.2. 7.2 Helpful Addresses and Telephone Numbers Here are the addresses and telephone numbers of the DaimlerChrysler Customer Assistance Center that can help you wherever you happen to be. Contact the one that covers your area: • In the United States: DaimlerChrysler Customer Assistance Center P.O. Box 21-8004 Auburn Hills, Michigan 48321-8004 Phone: (800) 992-1997 To contactDaimlerChrysler by email, simply access the following websites: www.chrysler.com (click on the "Contact Chrysler" button) OR www.dodge.com (click on the "Contact Us" button) In Canada: DaimlerChrysler Canada, Inc. Customer Service Chrysler Centre P.O. Box 1621 Windsor, Ontario N9A4H6 Phone: (800) 465-2001 HOW TO DEAL WITH WARRANTY PROBLEMS • In Mexico, contact the Customer Relations Office for Chrysler, Jeep and Dodge vehicle at: 1240 Prolongacion Paseo de la Reforma Av. Santa Fe, C.P. 05109 Deleg. Cuajimalpa, Mexico Phone (in Mexico): (015) 5081-7568 Phone (outside Mexico): (800) 505-1300 In Puerto Rico and U.S. Virgin Islands: Customer Service Chrysler International Services, S.A. Box 191857 San Juan, Puerto Rico 009 1 9-1 857 Phone: (787) 782-5757 Fax:(787)782-3345 37 -W Alp VERIFICATION I, Lisa R. Brasher, hereby state that I have reviewed the foregoing Complaint, and verify that the facts set forth in the document are true and correct to the best of my knowledge, information and belief; and that this statement is made subject to the penalties of 18 Pa. C.S. § 4904 relating to unsworn falsification to authorities. Dated: /0 10Y" A A ? i a L0LISA R. BRASHER -b1 ?-- v r PIC - C s- c? SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2008-04116 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND BRASHER LISA R ET AL VS CHRYSLER LLC R. Thomas Kline Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT to wit: CHRYSLER LLC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within COMPLNT, INTERROG, REQ DO On July 24th , 2008 , this office was in receipt of the attached return from DAUPHIN Sheriff's Costs: So answers: Docketing 18.00 Out of County 9.00 ?JLCL Surcharge 10.00 R. Thoma Kline Dep Dauphin County 41.25 Sheriff of Cumberland County Postage 2.44 8 0. 6 9 ? F 07/24/2008 JOSEPH GOLDBECK Sworn and subscribe to before me this day of A. D. fire of the -cr?rff Mary Jane Snyyder Real Estate Depu William T. Tully Solicitor Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 780-6590 fax: (717) 255-2889 Charles E. Sheaffer Chief Deputy Michael W. Rinehart Assistant Chief Deputy Jack Lotwick Sheriff Commonwealth of Pennsylvania County of Dauphin LISA & JAMES BRASHER VS CHRYSLER LLC Sheriffs Return No. 2008-T-1599 OTHER COUNTY NO. 08-4116 And now: JULY 21, 2008 at 9:30:00 AM served the within COMPL, INTERR, REQ FOR PROD OF DOCUMENTS & NOTICE upon CHRYSLER LLC by personally handing to BOB SERSCH 1 true attested copy of the original COMPL, INTERR, REQ FOR PROD OF DOCUMENTS & NOTICE and making known to him/her the contents thereof at C/O CT CORPORATION SYSTEM 116 PINE STREET SUITE 320 HARRISBURG PA 17101 CORPORATE OPERATIONS SPECIALIST Sworn and subscribed to before me this 21 ST day of July, 2008 A7? NOTARIAL SEAL FARY JANE SNYDER, Notary Publi Highspire, Dauphin County M Commission Expires Set 1 2010 So Answers, )(%,? Sheriff of Dauphin C Deputy Sheriff Deputy: R HOPKINS Sheriffs Costs: $41.25 7/18/2008 In The Court of Common Pleas of Cub m6 rland County, ]Pennsylvania Lisa R. Brasher et al vs. Chrysler LLC No. 08-4116 civil c/o cr corporation System NOW, July 15, 2008 I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. Sheriff of Cumberland County, PA Affidavit of Service Now, _ within upon at by handing to a and made known to Sworn and subscribed before me this day of , 20 copy of the original So answers, the contents thereof. Sheriff of COSTS SERVICE _ MILEAGE AFFIDAVIT 20 , at o'clock M. served the County, PA TO PLAINTIFFS: YOU ARE HEREBY NOTIFIED TO PLEAD TO THE ENCLOSED NEW MATTER WITHIN (20) DAYS FROM THE SERVICE HEREOF DEFAULT JUDGMENT NTERED AGAINST YOU. omey for I?Cfendant Chrysler LLC, s/h/a Chrysler, LLC THE ROSE LAW FIRM, PLLC By: Keith B. Rose, Esquire Identification No.: 202676 501 New Karner Road Albany, New York 12205 (518) 869-9200 Attorney for Defendant: Chrysler LLC, s/h/a Chrysler, LLC LISA R. BRASHER AND JAMES C. BRASHER COURT OF COMMON PLEAS CUMBERLAND COUNTY VS. CHRYSLER, LLC NO.: 08-4116 DEFENDANT CHRYSLER LLC, S/H/A CHRYSLER, LLC ANSWER WITH NEW MATTER TO PLAINTIFFS' COMPLAINT Defendant Chrysler LLC, s/h/a Chrysler, LLC, by and through its attorneys, The Rose Law Firm, PLLC, hereby answers Plaintiffs' Complaint and asserts new matter defenses as follows: 1. Denied. After reasonable investigation, Answering Defendant is without information or knowledge sufficient to form a belief as to the truth of this averment and the same therefore, is denied. 2. Admitted in part; denied in part. Chrysler LLC is a limited liability company authorized to transact business in the Commonwealth of Pennsylvania. The remaining averments are denied. I 3. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required and refers statutory interpretation to the trial court. 4. Denied. After reasonable investigation, Answering Defendant is without information or knowledge sufficient to form a belief as to the truth of this averment and the same therefore, is denied. 5. Denied. After reasonable investigation, Answering Defendant is without information or knowledge sufficient to form a belief as to the truth of this averment and the same therefore, is denied. 6. Denied. After reasonable investigation, Answering Defendant is without information or knowledge sufficient to form a belief as to the truth of this averment and the same therefore, is denied. 7. Denied. After reasonable investigation, Answering Defendant is without information or knowledge sufficient to form a belief as to the truth of this averment and the same therefore, is denied. 8. Admitted in part; denied in part. Chrysler LLC provides a written limited warranty on all vehicles manufactured by it but refers to the trial court questions regarding the terms and conditions of the written limited warranty. The remaining averments are denied. 9. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 10. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 11. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 2 12. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 13. Denied. After reasonable investigation, Answering Defendant is without information or knowledge sufficient to form a belief as to the truth of this averment and the same therefore, is denied. 14. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. WHEREFORE, Defendant Chrysler LLC, respectfully demands judgment in its favor and against Plaintiffs, together with costs. COUNTI VIOLATION OF THE LEMON LAW 15. Defendant, Chrysler LLC hereby incorporates its previous answers to Plaintiffs' Complaint as though the same was set forth herein at length. 16. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 17. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 18. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 19. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. WHEREFORE, Defendant Chrysler LLC, respectfully demands judgment in its favor and against Plaintiffs, together with costs. 3 COUNT II VIOLATION OF THE UNFAIR TRADE PRACTICES AND CONSUMER PROTECTION LAW 20. Defendant, Chrysler LLC, hereby incorporates its previous answers to Plaintiffs' Complaint as though the same were set forth herein at length. 21. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 22. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 23. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 24. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 25. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. WHEREFORE, Defendant Chrysler LLC, respectfully demands judgment in its favor and against Plaintiffs, together with costs. COUNT III VIOLATION OF THE MAGNUSON-MOSS WARRANTY ACT 26. Defendant, Chrysler LLC, hereby incorporates its previous answers to Plaintiffs' Complaint as though the same were set forth herein at length. 27. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 4 28. Admitted in part; denied in part. Chrysler LLC provides a written limited warranty on all vehicles manufactured by it but refers to the trial court questions regarding the terms and conditions of the written limited warranty. The remaining averments are denied. 29. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 30. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 31. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. 32. Denied. The averments contained in this paragraph constitute conclusions of law to which no response is required. WHEREFORE, Defendant Chrysler LLC, respectfully demands judgment in its favor and against Plaintiffs, together with costs. NEW MATTER 33. Plaintiffs' Complaint fails to state a claim for which relief may be granted against Chrysler LLC. 34. Plaintiffs' claims are barred and/or limited by the applicable disclaimers of warranty and limitations of damage provision. 35. Plaintiffs claims are barred and/or limited by their neglect, misuse, abuse, modification, and/or alteration of the vehicle which is the subject of this litigation. 36. Plaintiffs' claims are barred and/or limited by their failure to mitigate damages. 5 37. If Plaintiffs sustained any alleged injuries, damages or losses, the injuries, damages or losses were caused by persons and/or entities over whom Answering Defendant has no control and for whom Answering Defendant is not responsible. 38. Plaintiffs' alleged claims of nonconformity do not substantially impair the use, value, or safety of the vehicle. 39. Plaintiffs' claims are, or may be, barred by the applicable doctrine of laches, estoppels or waiver or by any applicable contracts, releases, and/or agreements. 40. Plaintiffs' Complaint fails to state a claim for which any attorney fees may be awarded. 41. Plaintiffs' claims may be barred and/or limited by the Lemon Law, Unfair Trade Practices and Consumer Protection Law, Uniform Commercial Code and the Magnuson-Moss Warranty Act. 42. If it is determined that Plaintiffs did not obtain or use the vehicle primarily or normally for personal use, family or household purposes, Plaintiffs are not entitled to recovery under the Lemon Law, Magnuson-Moss Warranty Act, or the Pennsylvania Unfair Trade Practices Act. 43. Plaintiffs' Complaint may be barred by the applicable statute of limitations. 44. Plaintiffs may have failed to provide timely and adequate notice of Plaintiffs' claims to Chrysler LLC. 45. Plaintiffs' damages if any, were caused by the intervening and/or superseding acts and/or omissions of persons and/or entities for whose conduct Chrysler LLC cannot be held liable. 6 46. The vehicle referred to in Plaintiffs' Complaint was fit for its intended uses, did not contain any nonconformities or defects, and complied with all applicable express limited written warranties. 47. Some or all of the damages claimed in Plaintiffs' Complaint are not recoverable under applicable law. 48. Plaintiffs' claims may be barred and/or limited as a result of their failure to fulfill the conditions precedent of, and/or failure to, comply with the terms and conditions of any express limited warranty under which Plaintiffs assert causes of action. 49. No act, conduct or omission of Chrysler LLC caused any injury/damage or loss to Plaintiffs. 50. Plaintiffs accepted the vehicle; failed to or improperly revoked their acceptance; and/or improperly revoked their acceptance; and/or improperly rejected or failed to reject the vehicle. 51. Plaintiffs may have failed to join an indispensable party to this matter, including but not limited to, the selling and servicing dealership requiring that this matter be dismissed. 52. There is no privity of contract between Plaintiffs and Chrysler LLC. Therefore, as a matter of law, Plaintiffs' Complaint to the extent it seeks revocation of acceptance fails to state a cause of action. 53. Under the terms of Chrysler LLC's written limited warranty, Chrysler LLC has disclaimed all implied warranties of merchantability and fitness for a specific use or has limited the duration of any implied warranty to the terms of the written limited warranty. 7 54. Under the terms of Chrysler LLC's written limited warranty, Chrysler LLC's sole obligation to Plaintiffs is to pay for repairs and/or the performance of repairs and needed adjustments to correct defects related to factory material and workmanship. Chrysler LLC has paid for or performed all such repairs and needed adjustments and therefore, there has been no breach of the written limited warranty. 55. Under the terms of Chrysler LLC's written limited warranty, the payment for and/or the performance of repairs and needed adjustments to correct defects related to factory material or workmanship is Plaintiffs' exclusive remedy. 56. Under the terms of Chrysler LLC's written limited warranty, the payment for and/or the performance of repairs and needed adjustments to correct defects related to factory material or workmanship is Plaintiffs' exclusive remedy. Chrysler LLC has paid for and/or performed all repairs and needed adjustments and therefore, there has been no breach of the written limited warranty. 57. Under the terms of Chrysler LLC's written limited warranty, Chrysler LLC is not liable for incidental or consequential damages resulting from breach of the written limited warranty. 58. Chrysler LLC has no obligation to modify or alter the vehicle to address a design characteristic of the vehicle which is not to the liking of Plaintiffs. 59. Plaintiffs failed to inspect the vehicle within a reasonable period of time and therefore, are barred by the doctrine of laches from rescinding the contract or revoking acceptance. 60. Plaintiffs have accepted the vehicle and are not entitled to rescission or to revoke acceptance because Plaintiffs have performed acts inconsistent with the Answering Defendant's 8 ownership, and exercised dominion and control over the vehicle. Should the court determine that Plaintiffs' alleged revocation was proper, Answering Defendant is entitled to an offset for Plaintiffs' use of the vehicle. 61. Plaintiffs failed to offer to tender the vehicle to Answering Defendant. Thus, as a matter of law, Plaintiffs fail to state a cause of action for rescission, rejection and/or revocation of acceptance. 62. Plaintiffs examined the vehicle as fully as Plaintiffs desired or refused to examine it. Thus, there is no implied warranty with regard to defects to which an examination ought in the circumstances to have revealed. 63. The vehicle was not non-conforming at the time of purchase. Therefore, Plaintiffs fail to state a cause of action for rescission, rejection, breach of implied warranty and/or revocation of acceptance. 64. Plaintiffs have failed to mitigate Plaintiffs' damages. 65. Upon information and belief, Plaintiffs no longer are in possession of the vehicle. Therefore, as a matter of law, Plaintiffs fail to state a cause of action for rescission, rejection, revocation of acceptance or pursuant to the Lemon Law. 66. Plaintiffs have failed and/or have refused to allow the Answering Defendant a reasonable opportunity to cure the alleged defect or the alleged breach of warranty. Therefore, Plaintiffs fail to state a cause of action for revocation of acceptance. 67. Plaintiffs failed and/or refused to allow the vehicle's warrantor a reasonable opportunity to repair the vehicle's alleged defects or cure the alleged breach of warranty. Therefore, Plaintiffs have failed to satisfy a condition prerequisite to a Magnuson-Moss claim. 9 68. Any attempted revocation of acceptance of the vehicle which is the subject of this matter was not undertaken prior to a substantial change in condition of the vehicle which was not caused by any alleged defect. 69. Plaintiffs have reaccepted the vehicle following the alleged revocation and therefore, are not entitled to the revocation remedy. 70. Plaintiffs' third count fails to state a cause of action as a matter of law. It does not allege that Answering Defendant was provided with a reasonable opportunity to cure its alleged breach of warranty, which is a prerequisite to a claim under the Federal Magnuson-Moss Warranty Act. 71. Venue is improper. WHEREFORE, Defendant Chrysler LLC, s/h/a Chrysler, LLC, respectfully demands judgment in its favor and against Plaintiffs, together with costs. Respectfully submitted, THE ROSE LAW FIRM, PLLC By: Keith B. Rose, q. Attorney fo efendant: Chrysler L C, s/h/a Chrysler, LLC Dated: August 11, 2008 10 VERIFICATION I, Keith B. Rose, Esquire, hereby state that I am the attorney for Defendant Chrysler LLC, s/h/a Chrysler, LLC, and I verify that the statements made in the foregoing Answer with New Matter of Defendant Chrysler LLC, s/h/a Chrysler, LLC, to Plaintiffs' Complaint, are true and correct to the best of my knowledge, information and belief. The undersigned understands that the statements therein are made subject to the penalties of 18 Pa. C. S. §4904, relating to unworn falsification to authorities. Keith B 11 CERTIFICATE OF SERVICE I, Keith B. Rose, Esquire, do hereby certify that I am the attorney for Defendant Chrysler LLC, s/h/a Chrysler, LLC, in the within action; that I am duly authorized to make this certification, and that on this 11th day of August, 2008, I did cause a true and correct copy of the Entry of Appearance, Answer and New Matter of Defendant Chrysler LLC, s/h/a Chrysler, LLC, to Plaintiffs' Complaint, to be forwarded via First Class Mail, to counsel below as follows: Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, Pennsylvania 17110 Keith B. Ro ,Esquire JAData\Chrysler PA Lit\matter\17457\Pleadings\Answer.doc 12 C o n d ..? i? 7 Sz! rr, Cn > CD THE ROSE LAW FIRM, PLLC By: Keith B. Rose, Esquire Identification No.: 202676 501 New Kamer Road Albany, New York 12205 (518) 869-9200 Attorney for Defendant: Chrysler LLC, s/h/a Chrysler, LLC LISA R. BRASHER AND JAMES C. BRASHER COURT OF COMMON PLEAS CUMBERLAND COUNTY VS. CHRYSLER, LLC NO.: 08-4116 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter my appearance on behalf of the Defendant Chrysler LLC, s/h/a Chrysler, LLC, in connection with the above-captioned matter. Respectfully submitted, THE ROSE LAW By: KEITH B,,ROSE, ESQUIRE JAData\Chrysler PA Lit\matter\17457\Pleadings\Entry of Appearance.doc o ? o Z .'-T' Lq Z Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 j gol dberg@ssbc-1 aw. com PA ID #46782 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C. BRASHER, CIVIL TERM (LAW) Plaintiffs V. NO. 08-4116 CIVIL CHRYSLER, LLC, Defendants JURY TRIAL DEMANDED PLAINTIFFS' REPLY TO NEW MATTER 33. Paragraph 33 is a conclusion of law to which no response is required. 34. Paragraph 34 is a conclusion of law to which no response is required. 35. Paragraph 35 is a conclusion of law to which no response is required. To the extent the averments are factual, the averments are denied, as the Plaintiffs performed no modification/alteration to the vehicle; they properly maintained it; and in no way abused, neglected or misused it. 36. Paragraph 36 is a conclusion of law to which no response is required. 37. Denied. As set forth in the Complaint, the loss suffered by the Plaintiffs was caused by the Defendant's manufacturing of the Plaintiffs' vehicle. 38. Denied, for the reasons set forth in Plaintiffs' Complaint. 39. Paragraph 39 is a conclusion of law to which no response is required. 40. Paragraph 40 is a conclusion of law to which no response is required. J 41. Paragraph 41 is a conclusion of law to which no response is required. 42. Paragraph 42 is a conclusion of law to which no response is required, and is an incorrect statement of law as it applies to the Magnuson-Moss Warranty Act. 43. Paragraph 43 is a conclusion of law to which no response is required. 44. Paragraph 44 is a conclusion of law to which no response is required. To the extent the averments are factual, they are denied, as adequate notice and opportunity to repair were provided by the Plaintiffs on several occasions and on a timely basis. 45. Paragraph 45 is a conclusion of law to which no response is required. 46. Denied, for the reasons set forth in the Plaintiffs' Complaint. 47. Paragraph 47 is a conclusion of law to which no response is required. 48. Paragraph 48 is a conclusion of law to which no response is required. 49. Paragraph 49 is a conclusion of law to which no response is required. To the extent the averments are factual, they are denied for the reasons set forth in the Plaintiffs' Complaint. 50. Paragraph 50 is a conclusion of law to which no response is required. 51. Paragraph 51 is a conclusion of law to which no response is required. 52. Paragraph 52 is a conclusion of law to which no response is required. 53. Paragraph 53 is a conclusion of law to which no response is required. 54. Paragraph 54 is a conclusion of law to which no response is required. 55. Paragraph 55 is a conclusion of law to which no response is required. 56. Paragraph 56 is a repeat of the same averments of paragraphs 54 and 55, and no additional response is required. 57. Paragraph 57 is a conclusion of law to which no response is required. 58. Paragraph 58 is a conclusion of law to which no response is required. 59. Paragraph 59 is a conclusion of law to which no response is required. 60. Paragraph 60 is a conclusion of law to which no response is required. 61. Paragraph 61 is a conclusion of law to which no response is required. 62. Paragraph 62 is a conclusion of law to which no response is required. 63. Paragraph 63 is a conclusion of law to which no response is required. 64. Paragraph 64 is a repeat of the same averments of paragraph 36, and no additional response is required. 65. Denied. To the contrary, the Plaintiffs still have ownership and possession of the vehicle. 66. Paragraph 66 is a conclusion of law to which no response is required. To the extent the averments are factual, they are denied, as the Plaintiffs provided the opportunity to cure on several occasions. 67. Paragraph 67 is a conclusion of law to which no response is required. To the extent the averments are factual, they are denied, as the Plaintiffs provided the opportunity to repair on several occasions. 68. Paragraph 68 is a conclusion of law to which no response is required. To the extent the averments are factual, they are denied, as there has not been any change in condition to the vehicle except for those caused by the nonconformity and made by the Defendant's authorized repair facility under the Defendant's warranty and paid for by the Defendant. 69. Paragraph 69 is a conclusion of law to which no response is required. 70. Paragraph 70 is a conclusion of law to which no response is required. To the extent the averments are factual, they are denied, for the reasons set forth in paragraph 29 of the Plaintiffs' Complaint. 71. Denied, for the reasons set forth in the Plaintiffs' Complaint. Paragraph 71 should be stricken, as the Defendant failed to raise improper venue by Preliminary Objection and has thereby waived any objection to venue. WHEREFORE, the Defendant's New Matter should be denied, and judgment granted in favor of Plaintiffs as demanded in their Complaint. submitted, Date: 0 -Ao b -JbjVhX--Gldb , Esquire A r808O ey ID No. 782 2 Lin glest n Road, Suite 106 Harrisburg, P 17110 (717)703-3600 Attorney for Plaintiffs VERIFICATION I, Lisa R. Brasher, hereby state that I have reviewed the foregoing Reply to New Matter, and verify that the facts set forth in the document are true and correct to the best of my knowledge, information and belief, and that this statement is made subject to the penalties of 18 Pa. C.S. § 4904 relating to unswom falsification to authorities. Dated: j7d 4e-4-1- "2 4te L SA R. BRASHER CERTIFICATE OF SERVICE I, the undersigned, hereby certify that on the day of 44-1 2008, served a copy of the foregoing Plaintiff's Reply to New Matter, by first-class mail, postage prepaid, upon the following: Keith B. Rose, Esquire The Rose Law Firm, PLLC 501 New Karner Road Albany, NY 12205 Attorney for Defendant i"~ti d'V cam, `j r .J ? .i• THE ROSE LAW FIRM, PLLC By: Keith B. Rose, Esquire Identification No.: 202676 501 New Karner Road Albany, New York 12205 (518) 869-9200 LISA R. BRASHER AND JAMES C. BRASHER vs. CHRYSLER, LLC Attorney for Defendant: Chrysler LLC, s/h/a Chrysler, LLC COURT OF COMMON PLEAS CUMBERLAND COUNTY NO.: 08-4116 PRAECIPE FOR WITHDRAWAL OF APPEARANCE TO THE PROTHONOTARY: Kindly withdraw my appearance on behalf of the Defendant Chrysler !,LC in the above- captioned matter. Respectfully submitted, THE ROSE LAW FIRM, PLLC By: fH KEIB. SE, ESQUIRE AV . LISA R. BRASHER AND IN THE COURT OF COMMON PLEAS JAMES C. BRASHER, : CUMBERLAND COUNTY PENNSYLVANIA Plaintiffs, NO. 08-4116 V. CHRYSLER, LLC, Defendant. CERTIFICATE OF SERVICE I, Angela C. Zilla, an employee of Marshall, Dennehey, Warner, Coleman & Goggin, do hereby certify that this 0 -3+Vday of August, 2008, I served a copy of the foregoing via First Class United States Mail, postage prepaid, as follows: Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 Angel illa rat c77 _ ` C + MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Matthew L. Owens, Esquire I.D. No. 76080 4200 Crums Mill Road Harrisburg, PA 17112 (717) 651-3501 LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, Attorneys for Defendant Chrysler LLC IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA : NO. 08-4116 V. CHRYSLER, LLC, Defendant. ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter the appearance of Marshall, Dennehey, Warner, Coleman & Goggin and Matthew L. Owens, Esquire, on behalf of Defendant, Chrysler, LLC, in connection with the above-captioned matter. MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGII?L__ BY: Matt L. Owens, Esquire Attorney for Defendant o?? &/q 10 8 I } LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA NO. 08-4116 CERTIFICATE OF SERVICE I, Angela C. Zilla, an employee of Marshall, Dennehey, Warner, Coleman & Goggin, do hereby certify that this ? 6of August, 2008, I served a copy of the foregoing via First Class United States Mail, postage prepaid, as follows: Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 Angela ilia Ci P MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Matthew L. Owens, Esquire I.D. No. 76080 4200 Crums Mill Road Harrisburg, PA 17112 (717) 651-3501 Attorneys for Defendant Chrysler LLC LISA R. BRASHER AND IN THE COURT OF COMMON PLEAS JAMES C. BRASHER, CUMBERLAND COUNTY PENNSYLVANIA Plaintiffs, NO. 08-4116 V. : CHRYSLER, LLC, Defendant. NOTICE TO PLEAD TO: Lisa Brasher and James Brasher, Plaintiffs c/o Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 You are hereby notified to plead to the enclosed Answer with New Matter to Plaintiffs' Complaint within twenty (20) days from service hereof or a default judgment may be filed against you. MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN DATE: (1 27 ?l O BY: 1 MATTHEW L. OWENS, ESQUIRE MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Matthew L. Owens, Esquire I.D. No. 76080 4200 Crums Mill Road Harrisburg, PA 17112 (717) 651-3501 Attorneys for Defendant Chrysler LLC LISA R. BRASHER AND IN THE COURT OF COMMON PLEAS JAMES C. BRASHER, CUMBERLAND COUNTY PENNSYLVANIA Plaintiffs, NO. 08-4116 V. : CHRYSLER, LLC, Defendant. DEFENDANT CHRYSLER LLC'S ANSWER WITH NEW MATTER TO PLAINTIFFS' COMPLAINT AND NOW comes Defendant, Chrysler, LLC, by and through their attorney, Matthew L. Owens, Esquire, and Marshall, Dennehey, Warner, Coleman & Goggin, who file this Answer with New Matter and in support thereof aver as follows: 1. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 1 and the same are therefore denied. 2. Admitted. 3. Denied. Paragraph 3 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 4. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 4 and the same are therefore denied, with strict proof thereof required at trial. 5. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 5 and the same are therefore denied, with strict proof thereof required at trial. 6. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 6 and the same are therefore denied, with strict proof thereof required at trial. 7. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 7 and the same are therefore denied, with strict proof thereof required at trial.. 8. Denied. Paragraph 8 is denied in that the same references a written document which speaks for itself. 9. Denied. Paragraph 9 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 10. Denied. Paragraph 10 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 11. Denied. Paragraph 11 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 2 12. Denied. Paragraph 12 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 13. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 13 and the same are therefore denied, with strict proof thereof required at trial. 14. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 14 and the same are therefore denied, with strict proof thereof required at trial. COUNTI VIOLATION OF THE LEMON LAW 15. Defendant incorporates paragraphs 1-14 as if set forth herein. 16. Denied. Paragraph 16 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 17. Denied. After reasonable investigation, answering defendant is without knowledge or information sufficient to form a belief as to the truth of the averments in Paragraph 17 and the same are therefore denied, with strict proof thereof required at trial. 18. Denied. Paragraph 18 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 19. Denied. Paragraph 19 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 3 WHEREFORE, Defendant demands judgment in their favor and against Plaintiffs, together with such other fees and costs this Honorable Court deems appropriate. COUNT II VIOLATION OF THE UNFAIR TRADE PRACTICES AND CONSUMER PROTECTION LAW 20. Defendant incorporates paragraphs 1-19 as if set forth herein. 21. Denied. Paragraph 21 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 22. Denied. Paragraph 22 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 23. Denied. Paragraph 23 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 24. Denied. Paragraph 24 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 25. Denied. Paragraph 25 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. WHEREFORE, Defendant demands judgment in their favor and against Plaintiffs, together with such other fees and costs this Honorable Court deems appropriate. 4 COUNT III VIOLATION OF THE MAGNUSON-MOSS WARRANTY ACT 26. Defendant incorporates paragraphs 1-25 as if set forth herein. 27. Denied. Paragraph 27 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 28. Denied. Paragraph 28 is denied in that the same references a written document which speaks for itself. 29. Denied. Paragraph 29 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 30. Denied. Paragraph 30 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 31. Denied. Paragraph 31 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. 32. Denied. Paragraph 32 is denied in that the same contains conclusions of law to which no response is required, and therefore, the same is denied with strict proof thereof required at trial. WHEREFORE, Defendant demands judgment in their favor and against Plaintiffs, together with such other fees and costs this Honorable Court deems appropriate. 5 NEW MATTER 33. Plaintiffs' Complaint fails to state a claim for which relief may be granted against DaimlerChrysler Corporation. 34. Plaintiffs' claim is barred and/or limited by the applicable disclaimers of warranty and limitations of damage provision. 35. Plaintiffs' claims are barred and/or limited by his neglect, misuse, abuse, modification and/or alteration of the vehicle, which is the subject of this litigation. 36. Plaintiffs' claims are barred and/or limited by his failure to mitigate damages. 37. If the Plaintiff sustained any alleged injuries, damages or losses, the injuries, damages or losses were caused by persons and/or entities over whom answering Defendant had no control and for whom answering Defendant is not responsible. 38. Plaintiffs' alleged claims of non-conformity do not substantially impair the use, value or safety of the vehicle. 39. Plaintiffs' claims are or may be barred by the applicable doctrine of laches, estoppel or waiver. 40. Plaintiffs' Complaint fails to state a claim for which any attorney's fees may be awarded. 41. Plaintiffs' claims may be barred and/or limited by the Lemon Law, Unfair Trade Practices and Consumer Protection Law, Uniform Commercial Code and the Magnuson-Moss Warranty Act. 42. It is denied that Plaintiff obtained the vehicle primarily or normally for personal, family or household purposes and Plaintiff is not entitled to recovery under the Lemon Law, Magnuson-Moss Warranty Act or the Pennsylvania Unfair Trade Practices Act. 43. Plaintiffs' Complaint may be barred by the applicable statute of limitations. 6 WHEREFORE, Defendant demands judgment in their favor and against Plaintiffs, together with such other fees and costs this Honorable Court deems appropriate. Respectfully submitted, DATE: 1 UV4 , 3 MARSHALL, DENNEHEY WARNER, COLEMAN BY: Matthew L. Owens, Esquire 7 VERIFICATION Matthew L. Owens, Attorney for Defendant, Chrysler, LLC, verifies that the facts set forth in the Answer with New Matter to Plaintiffs' Complaint are true to the best of his knowledge, information and belief. If the above statements are not true, the deponent is subject to the penalties of 18 Pa.C.S. §4904 relating to unsworn falsification to authorities. DATE: 7 /?00 V/6? MATTHEW-L. OWENS, ESQUIRE LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA NO. 08-4116 CERTIFICATE OF SERVICE I, Angela C. Zilla, an employee of Marshall, Dennehey, Warner, Coleman & Goggin, do hereby certify that this 4R IY' 11day of September, 2008, I served a copy of the foregoing via First Class United States Mail, postage prepaid, as follows: Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 Angela la f7 Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 j goldberg@ssbc-law.com PA ID #46782 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C BRASHER, Plaintiffs V. CHRYSLER, LLC, CIVIL TERM (LAW) NO. 08-4116 CIVIL Defendants JURY TRIAL DEMANDED CERTIFICATE PREREQUISITE TO SERVICE OF A SUBPOENA PURSUANT TO RULE 4008.22 As a prerequisite to service of a subpoena for documents and things pursuant to Rule 4009.22, the Plaintiff certifies that: (1) a notice of intent to serve the subpoena with a copy of the subpoena attached thereto was mailed or delivered to each party at least twenty days prior to the date on which the subpoena, or, alternatively, each party waived in writing the twenty-day notice period; (2) a copy of the notice of intent, including the proposed subpoena, and waiver, if appropriate, are attached to this certificate; (3) no objection to the subpoena has been received; and (4) the subpoena which will be served is identical to the subpo?na which is attached to the notice of intent to serve the sera, Date: ? - l &,70 rney for Pla berg, E;ggore \. M. Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 jgoldberg@ssbe-law.com PA ID #46782 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C BRASHER, V. CIVIL TERM (LAW) Plaintiffs NO. 08-4116 CIVIL CHRYSLER, LLC, Defendants JURY TRIAL DEMANDED NOTICE OF INTENT TO SERVE A SUBPOENA TO PRODUCE DOCUMENTS AND THINGS FOR DISCOVERY PURSUANT TO RULE 4009.21 The Plaintiff intends to serve a subpoena identical to the one that is attached to this notice. You have twenty (20) days from the date listed below in which to file of record and serve upon the undersigned an objection to the subpoena. If no objection is made the subpoena may be served. Date: - 0? K. ?b g, 1 s4ire for Plaintiff WAIVER OF TWENTY DAY PERIOD: 1, attorney for Defendant, have no objection to the request the above- referenced subpoena, and agree to waive the twenty (20) day period in which to file an objection to the subpoena. Date: Attorney for Defendant 41 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ??sa ?. Brs?erC TAMS C File No. sk LLC ' SUBPOENA TO PRODUCE DOCUMENTS OR THINGS FOR DISCOVERY PURSUANT TO RULE 4009.22 TO: Udi(/4tii (Name of Person or Entity) Within twenty (20) days after service of this subpoena, you are ordered by the court to produce the following documents or things: at You may deliver or mail legible copies of the documents or produce things requested by this subpoena, together with the certificate of compliance, to the party making this request at the address listed above. You have the right to seek in advance the reasonable cost of preparing the copies or producing the things sought. If you fail to produce the documents or things required by this subpoena within twenty (20) days after its service, the party serving this subpoena may seek a court order compelling you to comply with it. THIS SUBPOENA WAS ISSUED AT THE REQUEST OF THE FOLLOWING PERSON: NAME: - ADDRESS": "1? O Gi+ /d TELEPHONE: 719- SUPREME COURT ID # oZ ATTORNEY FOR: BY THE COURT: Date: -Seal of the Court Prothonotary, Civil Division Deputy 1?71/a Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 jgoldberg@ssbc-law.com PA ID #46782 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C. BRASHER, CIVIL TERM (LAW) Plaintiffs V. CHRYSLER, LLC, NO. 08-4116 CIVIL Defendants JURY TRIAL DEMANDED DOCUMENTS TO BE PRODUCED PURSUANT TO THE SUBPOENA ISSUED TO CUMBERLAND VALLEY MOTORS, INC. You are to produce all of the items listed below which in any way relate to the 2007 Dodge Charger, Vehicle Identification Number 2B3KK43G57H611359, owned by Lisa R. Brasher and James C. Brasher. This request includes documents stored or maintained by you electronically. 1. All documents and other records which in any way relate to inspection, repair or service to the vehicle, or requests for the same. 2. All documents and other records which in any way relate to the submission to Chrysler, LLC, or any subsidiary, affiliate, agent or employee thereof, for warranty reimbursement. 3. All documents and other records received from Chrysler, LLC, or any subsidiary, affiliate, agent or employee thereof, which in any way relate to the request(s) for warranty reimbursement. 4. All other documents received from Chrysler, LLC, or any subsidiary, affiliate, agent or employee thereof, or attorney for, concerning Lisa R. Brasher and James C. Brasher or the above-referenced vehicle. 5. All other documents you provided to Chrysler, LLC, or any subsidiary, affiliate, agent or employee thereof, or attorney for, concerning Lisa R. Brasher and James C. Brasher or the above-referenced vehicle. 6. All documents received by you from Chrysler, LLC, or any subsidiary, affiliate, agent or employee thereof, or attorney for, concerning problems with or defects in, valves and/or rocker arms in Chrysler, LLC vehicles for the years 2006-2008. This includes, but is not limited to, manuals, technical service bulletins, dealer alerts and other notices relating to such problems. Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 jgoldberg@ssbc-law.com PA ID #46782 IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C. BRASHER, CIVIL TERM (LAW) Plaintiffs V. NO. 08-4116 CIVIL CHRYSLER, LLC, Defendants JURY TRIAL DEMANDED NOTICE TO: Custodian of Records for Cumberland Valley Motors, Inc. You are required to complete the following Certificate of Compliance when producing documents or things pursuant to the Subpoena. CERTIFICATE OF COMPLIANCE WITH SUBPOENA TO PRODUCE DOCUMENTS OR THINGS PURSUANT TO RULE 4009.23 certify to the best of my knowledge, information and belief that all document or things required to be produced pursuant to the subpoena issued on00 have been produced. Date: (Signature of person served with subpoena) ?:: `.! ?: =,= 4 _ ? 1 MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire I.D. No. 46446 4200 Crums Mill Road Harrisburg, PA 17112 (717) 651-3501 Attorneys for Defendant Chrysler LLC LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA NO. 68-4116 CERTIFICATE PREREQUISITE TO SERVICE OF A SUBPOENA PURSUANT TO RULE 4009.22 As a prerequisite to service of a subpoena for documents and things pursuant to Rule 4009.22, on behalf of Defendant, Chrysler LLC, I certify that: (1) a notice of intent to serve the subpoena with a copy of the subpoena attached thereto was mailed or delivered to each party at least twenty days prior to the date on which the subpoena is sought to be served, (2) a copy of the notice of intent,' including the proposed subpoena, is attached to this Certificate, (3) no objection to the subpoena has been received, and (4) the subpoena which will be served is identical to the subpoena which is attached to the notice of intent to serve the subpoena. Date: January 4-, 2009 KEVIN M. McKEON, ESQUIRE Attorney for Defendant, Chrysler LLC CERTIFICATE OF SERVICE I hereby certify that I am attorney for the Defendant, Chrysler LLC in the within action; that I am duly authorized to make this certification and that on January Ld 2009 I did cause a true and correct copy of Defendant, Chrysler.LL,C's Certificate Prerequisite to Service of Subpoena Pursuant to Rule 4009.22 to be forwarded by U.S. First Class Mail to counsel below as follows: Joseph K. Goldberg, Esquire 2080 Linglestown Road Suite 106 Harrisburg, PA 17110 MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: KEV N M. McKEON, ESQUIRE Attorney for Defendant, Chrysler LLC MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire I.D. No. 46446 4200 Crums Mill Road Harrisburg, PA 17112 (717) 651-3501 LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, (Person Served with Subpoena) You are required to complete the following Certificate of Compliance with producing documents or things pursuant to the Subpoena. Send the documents or things, along with this Certificate of compliance (with your original signature), to the person at whose request the subpoena was issued. Attorneys for Defendant Chrysler LLC : IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA NO. 08-4116 Defendant. NOTICE TO: Records Custodian, Walmart Service Center, 200 Kocher Lane, Elizabethville, PA 17023 1, (Person Served with Subpoena) certify to the best of my knowledge, information and belief that all documents or things required to be produced pursuant to the subpoena issued on 110 /09 Have (Date ojSu6poena) been produced. Date: Certificate of Compliance With Subpoena to Produce Documents or Things Pursuant to Rule 4009.23 (Signature of Person Served with Subpoena) 10-238 (Rev. 12199) (Reverse) 2rt INs w CIO =-c MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN By: Kevin M. McKeon, Esquire Identification No.: 46446 1845 Walnut Street, 21" Floor Philadelphia, PA 19103 (215) 575-2684 Attorney for Defendant: Chrysler LLC LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, v. CHRYSLER, LLC, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA NO. 08-4116 ENTRY OF APPEARANCE TO THE PROTHONOTARY: Kindly enter my appearance on behalf of Defendant, Chrysler LLC, with respect to the above-referenced matter. MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN DATE: 11,220161 BY: A AIXC KEVIN M. McKEON, ESQUIRE CyL'7 rl") 1.,o 17 7I MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Matthew L. Owens, Esquire I.D. No. 76080 4200 Crums Mill Road Harrisburg, PA 17112 (717) 651-3501 Attorneys for Defendant Chrysler LLC LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA : NO. 08-4116 WITHDRAWAL OF APPEARANCE TO THE PROTHONOTARY: Kindly withdraw the appearance of Matthew L. Owens, Esquire on behalf of Defendant, Defendant, Chrysler LLC, with respect to the above-referenced matter. MARSHALL DENNEHEY WARNER COLEMAI & GOGGIN DATE: _ BY: Matthew L. Owens, Esquire ?.., ?-, ?:? `? ? r ?.. _., ?i???? ??? ?? --? ?`"? ":u .. ? MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire Attorney ID # 46446 1845 Walnut Street - 21St Floor Philadelphia, PA 19103 (215) 575-2684 LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, Defendant. Attorney for Defendant, Chrysler LLC IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA : NO. 08-4116 PRAECIPE TO FILE NOTICE OF SUGGESTION OF BANKRUPTCY TO THE PROTHONOTARY: Kindly file the attached Notice of Suggestion of Bankruptcy on the docket in the above- referenced matter. Respectfully submitted, MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: 1e**'-x KEVIN M. MCKEON, ESQUIRE Attorney for Defendant, Chrysler LLC V MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire Attorney ID # 46446 1845 Walnut Street - 21S` Floor Philadelphia, PA 19103 (215) 575-2684 Attorney for Defendant, Chrysler LLC LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA NO. 08-4116 V. CHRYSLER, LLC, Defendant. NOTICE OF SUGGESTION OF BANKRUPTCY PLEASE TAKE NOTICE THAT on April 30, 2009, Chrysler LLC ("Chrysler") and certain domestic direct and indirect subsidiaries (the 'Debtors"), filed a voluntary petition for relief in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") under chapter 11 of title 11 of the United States Code (the 'Bankruptcy Code"), which is being jointly administered and which is pending before the Honorable Arthur J. Gonzalez as Case No. 09-50002 (AJG). PLEASE TAKE FURTHER NOTICE THAT, in accordance with the automatic stay imposed by operation of section 362 of the Bankruptcy Code, from and after the Petition Date no cause of action arising prior to, or relating to the period prior to, the Petition Date, including this action, may be commenced or prosecuted against the Debtors including the Defendant, Chrysler LLC, in this civil action, and no related judgment may be entered or enforced against the Debtors outside of the Bankruptcy Court without the Bankruptcy Court first issuing an order lifting or modifying the automatic stay for such specific purpose. Respectfully submitted, MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: A " KEVIN M. MCKEON, ESQUIRE Attorney for Defendant, Chrysler LLC DATE: ??J CERTIFICATE OF SERVICE I, Kevin M. McKeon, Esquire certify that I served copies of Defendant, Chrysler LLC's Praecipe to File Notice of Suggestion of Bankruptcy and Notice of Suggestion of Bankruptcy via first class mail, postage pre-paid, to the following counsel: Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, Pennsylvania 17110 MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: /e'*I z KEVIN M. MCKEON, ESQUIRE Attorney for Defendant, Chrysler LLC DATE: ??719i FILE L, 41 1; OF THE P'R'A i P('???7ARY 2009 KAY -8 P 12* 3 C?;u .1i?N 3 MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire I.D. No. 46446 1845 Walnut Street Philadelphia, PA 19103 (215) 575-2684 LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, CHRYSLER, LLC, V. Defendant. Attorney For Defendant, Chrysler LLC, n/k/a Old Carco LLC IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA : NO. 08-4116 PRAECIPE TO FILE NOTICE REGARDING TREATMENT OF LEMON LAW CLAIMS IN CONNECTION WITH CHRYSLER LLC BANKRUPTCY CASES AND SALE OF ASSETS TO CHRYSLER GROUP LLC TO THE PROTHONOTARY: Kindly file the attached Notice Regarding Treatment of Lemon Law Claims in Connection With Chrysler LLC Bankruptcy Cases and Sale of Assets to Chrysler Group LLC with Exhibits "A" and "B" attached thereto, in the above-referenced matter. Respectfully Submitted, MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: KEVIT? M. MC EON, ESQUIRE Attorney for Defendant, Chrysler LLC, n/k/a Old Carco LLC MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire I.D. No. 46446 1845 Walnut Street Philadelphia, PA 19103 (215) 575-2684 LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, CHRYSLER, LLC, V. Defendant. Attorney For Defendant, Chrysler LLC, n/k/a Old Carco LLC IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA : NO. 08-4116 NOTICE REGARDING TREATMENT OF LEMON LAW CLAIMS IN CONNECTION WITH CHRYSLER LLC BANKRUPTCY CASES AND SALE OF ASSETS TO CHRYSLER GROUP LLC PLEASE TAKE NOTICE OF THE FOLLOWING MATTERS: On April 30, 2009 (the "Petition Date"), Old Carco LLC f/k/a Chrysler LLC and certain of its affiliates (collectively, the "Debtors"),' certain of which are named defendants in the above-captioned proceeding, filed voluntary petitions for relief in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") under chapter 11 of title 11 of the United States Code, 11 U.S.C. §§ 101-1532 (the "Bankruptcy i The Debtors are Alpha Holding LP, DCC 929, Inc., Dealer Capital, Inc., Global Electric Motorcars, LLC, NEV Mobile Service, LLC, NEV Service, LLC, Old Carco Aviation Inc., (Wa Chrysler Aviation Inc.), Old Carco Dutch Holding LLC, (Fk/a Chrysler Dutch Holding LLC), Old Carco Dutch Investment LLC (fwa Chrysler Dutch Investment LLC), Old Carco Dutch Operating Group LLC, (f/k/a Chrysler Dutch Operating Group LLC), Old Carco Institute of Engineering, Old Carco International Corporation, (Wa Chrysler International Corporation), Old Carco International Limited, LLC (f/k/a Chrysler International Limited, LLC), Old Carco International Services, S.A., (Wa Chrysler International Services, S.A.), Old Carco Motors LLC, (f/k/a Chrysler Motors LLC), Old Carco Realty Company LLC, (FWa Chrysler Realty Company LLC), Old Carco Service Contracts Florida, Inc., Old Carco Service Contracts Inc. (f/k/a Chrysler Service Contracts Inc.), Old Carco Technologies Middle East Ltd. , (f/k/a Chrysler Technologies Middle East Ltd.), Old Carco Transport Inc., (Flda Chrysler Transport Inc.), Old Carco Vans LLC (f/k/a Chrysler Vans LLC), Peapod Mobility LLC, TPF Asset, LLC, Case No.: 09-50022, TPF Note, LLC and Utility Assets LLC. Code"). The Debtors' chapter 11 cases are pending before the Honorable Arthur J. Gonzalez, United States Bankruptcy Judge, and are being jointly administered by the Bankruptcy Court under Case Number 09-50002 (AJG). 2. In accordance with the automatic stay imposed by section 362 of the Bankruptcy Code, among other things, from and after the Petition Date no cause of action arising prior to, or relating to the period prior to, the Petition Date may be commenced, prosecuted or continued against any of the Debtors, and no related judgment may be entered or enforced against any of the Debtors outside of the Bankruptcy Court without the Bankruptcy Court first issuing an order lifting or modifying the automatic stay for such specific purpose. The above- captioned proceeding (this "Action") is stayed pursuant to the terms of section 362 of the Bankruptcy Code. In connection with the commencement of their bankruptcy cases, the Debtors, Fiat S.p.A. and New CarCo Acquisition LLC n/k/a Chrysler Group, LLC ("New C sler") entered into a Master Transaction Agreement dated as of April 30, 2009 (as amended and collectively with other ancillary and supporting documents, the "Purchase Agreement"). The Purchase Agreement provided, among other things, that: (a) Old Carco would transfer the majority of its operating assets to New Chrysler, a newly established Delaware limited liability company formed by Fiat; and (b) in exchange for those assets, New Chrysler would assume certain of the Debtors' liabilities and pay to Old Carco $2 billion in cash (collectively with the other transactions contemplated by the Purchase Agreement, the "Fiat Transaction") 4. On May 31, 2009, the Bankruptcy Court issued: (a) an Opinion Granting the Debtors' Motion Seeking Authority to Sell, Pursuant to § 363, Substantially All of the Debtors' Assets (Docket No. 3073) (the "Sale Opinion"); and (b) an Opinion and Order Regarding Emergency Economic Stabilization Act of 2008 and Troubled Asset Relief Program (Docket Nos. 3074 and 3229) (together with the Sale Opinion, the "Opinions"). On June 1, 2009 and consistent with the Sale Opinion, the Bankruptcy Court entered an Order authorizing the Fiat Transaction (Docket No. 3232) (the "Sale Order"). A copy of the Sale Order (without exhibits) is attached hereto as Exhibit A. On June 5, 2009, the United States Court of Appeals for the Second Circuit affirmed the Opinions and the Sale Order. Consistent with the Sale Order, the Fiat Transaction was consummated on June 10, 2009 (the "Closin "). 5. In connection with the entry of the Sale Order, New Chrysler agreed to assume many of the Debtors' liabilities under "Lemon Laws." Paragraph 19 of the Sale Order (the "Lemon Law Provision") sets forth the portion of the Debtors' liabilities under Lemon Laws that New Chrysler has agreed to assume and pay. In particular, the Lemon Law Provision of the Sale Order, provides, in its entirety, as follows: Notwithstanding anything else contained herein or in the Purchase Agreement, in connection with the purchase of the Debtors' brands and related Purchased Assets, the Purchaser, from and after the Closing, will recognize, honor and pay liabilities under Lemon Laws for additional repairs, refunds, partial refunds (monetary damages) or replacement of a defective vehicle (including reasonable attorneys' fees, if any, required to be paid under such Lemon Laws and necessarily incurred in obtaining those remedies), and for any regulatory obligations under such Lemon Laws arising now, including but not limited to cases resolved prepetition or in the future, on vehicles manufactured by the Debtors in the five years prior to the Closing (without extending any statute of limitations provided under such Lemon Laws), but in any event not including punitive, exemplary, special, consequential or multiple damages or penalties and not including any claims for personal injury or other consequential damages that may be asserted in relationship to such vehicles under the Lemon Laws. As used herein, "Lemon Law" means a federal or state statute, including, but not limited to, claims under the Magnuson-Moss Warranty Act based on or in conjunction with a state breach of warranty claim, requiring a manufacturer to provide a consumer remedy when the manufacturer is unable to conform the vehicle to the warranty after a reasonable number of attempts as defined in the applicable statute. In connection with the foregoing, the Purchaser has agreed to continue addressing Lemon Law claims (to the extent that they are Assumed Liabilities) using the same or substantially similar procedural mechanisms previously utilized by the Debtors. Sale Order at ¶ 19. 6. On July 16, 2009, the Bankruptcy Court entered an order to assist in the implementation of the Lemon Law Provision (the "Implementation Order"). A copy of the Implementation Order is attached hereto as Exhibit B. Among other things, the Implementation Order authorizes the Debtors to provide the information contained in this Notice concerning the assumption by New Chrysler of liabilities under the Lemon Laws pursuant to the Lemon Law Provision. The Implementation Order also authorizes the Debtors to file any papers necessary in this action to allow claimants under Lemon Laws (collectively, the "Lemon Law Claimants") to pursue the liabilities assumed by New Chrysler under the Lemon Law Provision, while maintaining the stay of all other causes of action or damage theories asserted against the Debtors in this case, consistent with the terms of the paragraphs below. 7. Under the Implementation Order, any Lemon Law Claimant is authorized to pursue the liabilities assumed by New Chrysler under the Lemon Law Provision (the "Assumed Lemon Law Liabilities") in one of the following three ways (collectively, the "Approved Alternatives"): (a) filing the appropriate papers in a Lemon Law Action (consistent with applicable procedural requirements in such action) to indicate that New Chrysler is being substituted for the Debtors as the defendant in the proceeding, provided that such papers contain an affirmative statement that only Assumed Lemon Law Liabilities are being pursued against New Chrysler, solely to the extent permitted by the Lemon Law Provision of the Sale Order, and that any additional pre-Closing liabilities will be pursued (if at all) only by filing a proof of claim in the Debtors' bankruptcy cases; (b) dismissing the Lemon Law Action and filing a new action solely against New Chrysler, which seeks only relief with respect to the Assumed Lemon Law Liabilities; or (c) any other similar arrangement acceptable to the Debtors and New Chrysler in their sole discretion that results in no claims being pursued against the Debtors in any nonbankruptcy forum and no Excluded Liabilities being pursued against New Chrysler. These Approved Alternatives may be used to pursue the Assumed Lemon Liabilities asserted in this Action against New Chrysler. 8. Any Lemon Law Claimant who complies with one of the Approved Alternatives will be deemed to not be in violation of the automatic stay and, to the extent necessary, the Lemon Law Claimant will be granted limited relief from the automatic stay under section 362 of the Bankruptcy Code solely to effectuate such Approved Alternative. For the avoidance of doubt, no relief from the automatic stay has been granted to permit any claims or causes of action to proceed against the Debtors, or to permit any action to proceed where the Debtors remain a party; however, the Lemon Law Claimants retain their respective rights to assert the Excluded Liabilities or any other pre-Closing claims not assumed by New Chrysler by filing timely and proper proofs of claim in the Debtors' chapter 11 cases. Except as expressly provided in the Implementation Order, the automatic stay under section 362 of the Bankruptcy Code shall remain in effect in all Lemon Law Actions, including this Action. 9. Any party having questions concerning this Notice is encouraged to contact the New Chrysler Lemon Law Notice Information Line at (248) 267-3268 and leave a message. New Chrysler will then have the appropriate person call the Lemon Law Claimant to coordinate the implementation of the Approved Alternative or to answer any other questions. Any person seeking to implement an Approved Alternative by an agreement with both the Debtors and New Chrysler also should contact the Debtors by calling their counsel, Zach Bertke at (614) 281-3997. Respectfully Submitted, MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: Kvm KEVIN M. MCKE N, ESQUIRE Attorneys for Defendant, Chrysler LLC, n/k/a Old Carco LLC Date: July 29, 2009 CERTIFICATE OF SERVICE Kevin M. McKeon, Esquire certifies that on the date set forth below a copy of the foregoing Notice was served upon counsel and all interested parties named below by the Court via U.S. First Class Mail: Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: V a Kevin M. McKeon, Esquire Attorney for Defendant, Chrysler LLC, n/k/a Old Carco LLC Date: July 29, 2009 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------x In re Chapter 11 Chrysler LLC, et al., Case No. 09-50002 (AJG) Debtors. (Jointly Administered) ---------------------------------------------------------x ORDER (I) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS' ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, (II) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION THEREWITH AND RELATED PROCEDURES AND (III) GRANTING RELATED RELIEF This matter coming before the Court on the motions, dated May 3, 2009 and May 22, 2009 (Docket Nos. 190 and 1742) (collectively, the "Sale Motion") I filed by the above- captioned debtors and debtors in possession (collectively, the "Debtors") for entry of an order (the "Sale Order"), pursuant to sections 105, 363 and 365 of the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (the "Bankruptcy Code"), Rules 2002, 6004, 6006, 9008 and 9014 of the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") and Rules 2002-1, 6004-1, 6006-1 and 9006-1(b) of the Local Bankruptcy Rules for the United States Bankruptcy Court for the Southern District of New York: (i) authorizing and approving the entry into, performance under and terms and conditions of the Master Transaction Agreement, dated as of April 30, 2009 (collectively with all related agreements, documents or instruments and all exhibits, schedules and addenda to any of the foregoing, and as amended, the "Purchase Agreement"), substantially Unless otherwise stated, all capitalized terms not defined herein shall have the meanings given to them in the Sale Motion and the Bidding Procedures Order (as defined below). NYI-4178439x24 in the form attached hereto as Exhibit A (without all of its voluminous exhibits), between and among Fiat S.p.A. ("Fiat"), New CarCo Acquisition, LLC (the "Purchaser"), a Delaware limited liability company formed by Fiat, and the Debtors,2 whereby the Debtors have agreed to sell, and the Purchaser has agreed to purchase the "Purchased Assets" (as such term is defined in Section 2.06 of the Purchase Agreement), which Purchased Assets include, without limitation, the Assumed Agreements (as defined below), substantially all of the Debtors' tangible, intangible and operating assets related to the research, design, manufacturing, production, assembly and distribution of passenger cars, trucks and other vehicles (including prototypes) under brand names that include Chrysler, Jeep® or Dodge (the "Business"), certain of the facilities related thereto and all rights, intellectual property, trade secrets, customer lists, domain names, books and records, software and other assets used in or necessary to the operation of the Business or related thereto to the Purchaser (collectively, and including all actions taken or required to be taken in connection with the implementation and consummation of the Purchase Agreement, the "Sale Transaction"); (ii) authorizing and approving the sale by the Debtors of the Purchased Assets, free and clear of liens, claims (as such term is defined by section 101(5) of the Bankruptcy Code), liabilities, encumbrances, rights, remedies, restrictions and interests and encumbrances of any kind or nature whatsoever whether arising before or after the Petition The following Debtors are "Sellers" under the Purchase Agreement: Alpha Holding, LP ("Alpha"), Chrysler, LLC; Chrysler Aviation Inc.; Chrysler Dutch Holding LLC; Chrysler Dutch Investment LLC; Chrysler Dutch Operating Group LLC; Chrysler Institute of Engineering; Chrysler International Corporation; Chrysler International Limited, L.L.C.; Chrysler International Services, S.A.; Chrysler Motors LLC; Chrysler Realty Company LLC; Chrysler Service Contracts Florida, Inc.; Chrysler Service Contracts Inc.; Chrysler Technologies Middle East Ltd.; Chrysler Transport Inc.; Chrysler Vans LLC; DCC 929, Inc.; Dealer Capital, Inc.; Global Electric Motorcars, LLC; NEV Mobile Service, LLC; NEV Service, LLC; Peapod Mobility LLC; TPF Asset, LLC; TPF Note, LLC; and Utility Assets LLC. NY1-4178439x24 -2- Date,3 whether at law or in equity, including all claims or rights based on any successor or transferee liability, all environmental claims, all change in control provisions, all rights to object or consent to the effectiveness of the transfer of the Purchased Assets to the Purchaser or to be excused from accepting performance by the Purchaser or performing for the benefit of the Purchaser under any Assumed Agreement and all rights at law or in equity (collectively, "Claims") (other than certain liabilities that are expressly assumed or created by the Purchaser, as set forth in the Purchase Agreement or as described herein (collectively, the "Assumed Liabilities")); (iii) authorizing the assumption and assignment to the Purchaser of certain executory contracts and unexpired leases of the Debtors (collectively, the "Assumed Agreements") in accordance with the Contract Procedures set forth in the Bidding Procedures Order, the Purchase Agreement and this Sale Order; (iv) authorizing and approving the entry into, performance under and terms and conditions of the UAW Retiree Settlement Agreement (as defined herein); and (v) granting other related relief, the Court having conducted a hearing on the Sale Motion on May 27, 2009 through May 29, 2009 (collectively, the "Sale Hearing") at which time all interested parties were offered an opportunity to be heard with respect to the Sale Motion; the Court having reviewed and considered, among other things, (i) the Sale Motion and the exhibits thereto, (ii) the Purchase Agreement attached hereto as Exhibit A, (iii) this Court's prior order (Docket No. 492), dated May 8, 2009 (the "Bidding Procedures Order") approving competitive bidding procedures for the Purchased Assets (the "Bidding Procedures"), (iv) all objections to the Sale Transaction filed in accordance with the Bidding Procedures Order or raised on the record at the Sale Hearing, (v) Memorandum of Law in Support of Sale Motion As used herein, "Petition Date" refers to (a) April 30, 2009 for all of the Debtors other than Alpha and (b) May 19, 2009 for Alpha. NYI-4178439x24 -3- (Docket No. 191), (vi) Supplemental Memorandum of Law in Support of Sale Motion (Docket No. 2130), (vii) the Consolidated Reply to Objections to the Sale Motion (Docket Nos. 2155 and 2565), (viii) the Statement of the United States Department of the Treasury in Support of the Commencement of Chrysler LLC's Chapter 11 Case (Docket No. 69), (ix) the Statement of the Official Committee of Unsecured Creditors in Support of Debtors Motion for Order Authorizing the Sale of Substantially All of the Debtors' Assets Free and Clear of Liens, Claims, Interests and Encumbrances (the "Creditors' Committee Statement"), and the related Memorandum of Law (Docket No. 1846 and 2147); (x) the Response to Various Objections Relating to Successor Liability Issues (Docket No. 2111); (xi) the Response of International Union, United Automobile, Aerospace and Agricultural Implement Workers of America to Motion of the Debtors and Debtors in Possession for an Order Authorizing the Sale of Substantially All of the Debtors' Operating Assets and Other Relief (Docket No. 2085); (xii) the Supplemental Statement of the International Union, United Automobile, Aerospace, and Agricultural Implement Workers Union of America, AFL-CIO in Support of Motion of the Debtors and Debtors in Possession for an Order Authorizing the Sale of Substantially All of the Debtors' Operating Assets and Other Relief and Response to Individual Retiree Statements Concerning Approval of UAW Retiree Settlement Agreement (Docket No. 2094) and (xiii) the arguments of counsel made, and the evidence proffered or adduced, at the Sale Hearing; and it appearing that due notice of the Sale Motion and the Bidding Procedures Order has been provided in accordance with the Bidding Procedures Order and that the relief requested in the Sale Motion is in the best interests of the Debtors, their estates and creditors and other parties in interest; and upon the record of the Sale Hearing and these cases; and after due deliberation thereon; and good and sufficient cause NYI-4178439x24 -4- appearing therefore, including for the reasons set forth in the Court's Opinion dated May 31, 2009 (Docket No. 3073); IT IS HEREBY FOUND AND DETERMINED THAT: THE DEBTORS AND THESE CASES A. As of the Petition Date and for a period of more than a year before the commencement of these chapter 11 cases, the Debtors worked with financial advisors and with their various constituencies to try to raise capital or implement a viable transaction that would allow them to continue the Debtors' operations. (See DX 20; May 27, 2009 Hearing Tr. (Testimony of Tom Lasorda); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli); Deposition of Scott Garberding, May 24, 2009, Exhibit 2, at 87-92). The Debtors presented credible evidence that, as of the Petition Date, they had explored strategic alternatives for the Business over an extended period of time and had communicated with more than 15 parties about possible sales, mergers, combinations and alternatives regarding debt or equity capital investments or financing and had prepared standalone business plans in the event that strategic alternatives did not materialize or were insufficient. (See Id.). The Sale Transaction is the result of the Debtors' extensive efforts. JURISDICTION, FINAL ORDER AND STATUTORY PREDICATES B. This Court has jurisdiction over the Sale Motion, the Sale Transaction and the Purchase Agreements pursuant to 28 U.S.C. §§ 157(b)(1) and 1334(a), and this matter is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A), (N) and (O). Venue of these cases and the Sale Motion in this district is proper under 28 U.S.C. §§ 1408 and 1409. Debtor Peapod Mobility LLC ("Peapod") is a New York limited liability company. Debtor Chrysler Realty Company LLC ("Chrysler Realty") is the owner of certain valuable real property located on NYI-4178439x24 -5- 11th Avenue in New York, New York. Debtor Chrysler is the direct or indirect parent of Peapod, Chrysler Realty and each of the other Debtors. C. This Sale Order constitutes a final and appealable order within the meaning of 28 U.S.C. § 158(a). Notwithstanding Bankruptcy Rules 6004(h) and 6006(d), the Court expressly finds that there is no just reason for delay in the implementation of this Sale Order, and expressly directs entry of judgment as set forth herein. D. The statutory predicates for the relief sought in the Sale Motion and granted in this Sale Order include, without limitation, sections 105(a), 363(b), (f) and (in) and 365(a), (b) and (f) of the Bankruptcy Code, and Bankruptcy Rules 2002, 6004 and 6006. JUDICIAL NOTICE E. Pursuant to Federal Rule of Evidence 201(c), incorporated into these proceedings pursuant to Bankruptcy Rule 9017, the Court takes judicial notice of the (1) March 30, 2009 Remarks by the President of the United States on the American Automotive Industry; (2) April 30, 2009 Remarks by the President of the United States on the Auto Industry; and (3) the fact of the publication of the Notice of Proposed Sale of Substantially All of the Debtors' Assets Free and Clear of Liens, Claims, Interests and Encumbrances and Final Sale Hearing Related Thereto in the national editions of The New York Times on May 12, 2009, The Wall Street Journal on May 12, 2009 and USA Today on May 13, 2009, and the worldwide edition of The Financial Times on May 13, 2009. (See DX 8; DX 18; DX 19). SOUND BUSINESS PURPOSE F. The Debtors seek to convey the Purchased Assets, including those related to the research, design, manufacture (at 16 domestic manufacturing facilities), assembly (at seven domestic assembly plants) and wholesale distribution of passenger cars and trucks under NYI-4178439x24 -6- the brand names Chrysler, Jeeps and Dodge, all of which are subject to Claims, including those held by the Debtors' prepetition secured lenders. See DX 64, at §2.06). G. In the second half of 2008, Chrysler began to experience an "unprecedented" loss of cash (See May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)). Currently, the Debtors are losing over $100 million dollars per day. See Deposition of Matthew Feldman, May 26, 2009, at 65:18-66:5). Unless the Sale Transaction is approved without delay, the Debtors' assets will continue to erode, and they will be forced to liquidate in the near term. (See May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli); Deposition of Frank Ewasyshyn, May 24, 2009, at Exhibit 1, at 7-29)). H. The Debtors have demonstrated, and the Purchase Agreement reflects, both (1) good, sufficient and sound business purposes and justifications for the immediate approval of the Purchase Agreement and the Sale Transaction (May 28, 2009 Hearing Tr. (Testimony James Chapman); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)); and (2) compelling circumstances for the approval of the Purchase Agreement and the Sale Transaction outside of the ordinary course of the Debtors' business pursuant to section 363(b) of the Bankruptcy Code prior to, and outside of, a plan of reorganization in that, among other things, the Debtors' estates will suffer immediate and irreparable harm if the relief requested in the Sale Motion is not granted on an expedited basis (See May 28, 2009 Hearing Tr. (Testimony of Alfredo Altavilla); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli); Deposition of Scott Garberding, May 24, 2009, Exhibit 2, at 9-27; Deposition of Frank Ewasyshyn, May 24, 2009, Exhibit 1, at 8-29). In light of the exigent circumstances of these chapter 11 cases and the risk of deterioration in the going concern value of the Purchased Assets pending the proposed Sale Transaction, time is of the essence in (a) consummating the Sale Transaction, (b) preserving NY1 4178439v24 -7- the viability of the Debtors' businesses as going concerns and (c) minimizing the widespread and adverse economic consequences for the Debtors' estates, their creditors, employees, retirees, the automotive industry and the broader economy that would be threatened by protracted proceedings in these chapter 11 cases. See DX 13; DX 14; May 27, 2009 Hearing Tr. (Testimony of Thomas Lasorda); May 28, 2009 Hearing Tr. (Testimony of Ronald Nardelli); May 27, 2009 Hearing Tr. (Testimony of Alfredo Altavilla); May 28, 2009 Hearing Tr. (Testimony of James Chapman); Deposition Tr, of Ronald Bloom, at 65; see generally DX 20). The consummation of the Sale Transaction outside of a plan of reorganization pursuant to the Purchase Agreement neither impermissibly restructures the rights of the Debtors' creditors nor impermissibly dictates the terms of a liquidating plan of reorganization for the Debtors. The Sale Transaction does not constitute a sub rosa plan of reorganization. (See DX 4; DX 5; DX 10; May 27, 2009 Hearing Tr. (Testimony of Robert Manzo)). Entry of an order approving the Purchase Agreement and all the provisions thereof is a necessary condition precedent to the Purchaser's consummation of the Sale Transaction, as set forth in the Purchase Agreement. (See DX 64, at § 8.02(q)). K. The Purchase Agreement was not entered into, and none of the Debtors, the Purchaser or the Purchaser's present or contemplated owners, have entered into the Purchase Agreement or propose to consummate the Sale Transaction, for the purpose of hindering, delaying or defrauding the Debtors' present or future creditors. None of the Debtors, the Purchaser nor the Purchaser's present or contemplated owners is entering into the Purchase Agreement, or proposing to consummate the Sale Transaction, fraudulently for the purpose of statutory and common law fraudulent conveyance and fraudulent transfer claims whether under NY1 4178439v24 -8- the Bankruptcy Code or under the laws of the United States, any state, territory, possession thereof, or the District of Columbia or any other applicable jurisdiction with laws substantially similar to the foregoing. (See DX 5; DX 6; DX 10; May 27, 2009 Hearing Tr. (Testimony of Altavilla)). HIGHEST AND BEST OFFER L. On May 8, 2009, this Court entered the Bidding Procedures Order approving Bidding Procedures for the Purchased Assets. The Bidding Procedures provided a full, fair and reasonable opportunity for any entity to make an offer to purchase the Purchased Assets. No additional Qualifying Bids for the Purchased Assets were received by the Debtors. Therefore, the Purchaser's bid, as reflected in the Purchase Agreement, is the only Qualified Bid for the Purchased Assets and was designated as the Successful Bid pursuant to the Bidding Procedures Order (Docket No. 492). Likewise, no party came forward at the Sale Hearing with a bid or offer. As such, no Auction was conducted, and the Purchaser's bid, as reflected in the Purchase Agreement, was presented to the Court as the Successful Bid. See May 27, 2009 Hearing Tr. (Testimony of Robert Manzo)). M. As demonstrated by the testimony and other evidence proffered or adduced prior to or at the Sale Hearing, and in light of the exigent circumstances presented and emergency nature of the relief requested (1) the Debtors have adequately marketed the Purchased Assets (See May 27, 2009 Hearing Tr. (Testimony of Thomas Lasorda); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli); Deposition of Scott Garberding, May 24, 2009, Exhibit 2, at 87-92)); (2) the Purchased Assets are deteriorating rapidly in value and there are good business reasons to sell these assets outside of a plan of reorganization See May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli); Deposition of Frank Ewasyshyn, May 24, 2009, at Exhibit 1, at 7-29; Deposition of Matthew Feldman, May 26, 2009, at 65:21-66:5)); (3) the consideration NYI-4178439x24 -9- provided for in the Purchase Agreement constitutes the highest or otherwise best offer for the Purchased Assets and provides fair and reasonable consideration for the Purchased Assets See May 27, 2009 Hearing Tr. (Testimony of Robert Manzo); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)); (4) the Sale Transaction, as a transfer of deteriorating assets, is an extraordinary, non-market transaction, the consideration for which exceeds what would have been obtainable in a transaction subject to ordinary market forces (See Deposition of Ronald Bloom, May 26, 2009, at 65:4-66:10); (5) the Sale Transaction is the only alternative to liquidation available to the Debtors See May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)); (6) if the Sale Transaction is not approved and consummated, the Debtors will have no alternative but to cease operations and liquidate (See May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)); (7) the Sale Transaction will provide a greater recovery for the Debtors' creditors than would be provided by any other practical available alternative, including, without limitation, liquidation whether under chapter 11 or chapter 7 of the Bankruptcy Code (See DX; May 27, 2009 Hearing Tr. (Testimony of Robert Manzo)); (8) no other party or group of parties has offered to purchase the Purchased Assets for greater economic value to the Debtors or their estates (See May 27, 2009 Hearing Tr. (Testimony of Robert Manzo); May 27, 2009 Hearing Tr. (Testimony of Thomas Lasorda); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)); (9) the consideration to be paid by the Purchaser under the Purchase Agreement exceeds the liquidation value of the Purchased Assets See May 27, 2009 Hearing Tr. (Testimony of Robert Manzo)) and (10) the consideration to be paid by the Purchaser under the Purchase Agreement constitutes reasonably equivalent value and fair consideration (as those terms may be defined in each of the Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act and section 548 of the Bankruptcy Code) under the Bankruptcy Code and under the laws of the NY]-4178439x24 -10- United States, any state, territory or possession thereof or the District of Columbia, or any other applicable jurisdiction with laws substantially similar to the foregoing. (See DX 14; DX 15; May 28, 2009 Hearing Tr. (Testimony of James Chapman); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)). The Debtors' determination that the Purchase Agreement constitutes the highest and best offer for the Purchased Assets constitutes a valid and sound exercise of the Debtors' business judgment. See May 27, 2009 Hearing Tr. (Testimony of Thomas Lasorda); May 28, 2009 Hearing Tr. (Testimony of James Chapman); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli)). N. Neither the Purchaser nor Fiat have furnished the Debtors with a good faith deposit in connection with the Purchase Agreement. The Debtors submit that in light of the extensive prepetition negotiations culminating in the various complex agreements with the Debtors, the United States Department of the Treasury (the "U.S. Treasury"), the International Union, United Automobile, Aerospace and Agricultural Implement Workers of America (the "UAW") and other stakeholders, as well as Fiat's substantial investment of time and resources, the Purchaser's and Fiat's commitment to consummate the Fiat Transaction is clear without the need to provide a good faith deposit. See May 27, 2009 Hearing Tr. (Testimony of Alfredo Altavilla); May 28, 2009 (Testimony of David Curson); May 28, 2009 (Testimony of Robert Nardelli); May 28, 2009 (Testimony of James Chapman); Deposition of Matthew Feldman, May 26, 2009, at 37:21-39:1)). BEST INTEREST OF CREDITORS 0. Approval of the Purchase Agreement and the consummation of the Sale Transaction with the Purchaser at this time is in the best interests of the Debtors, their estates, creditors, employees, retirees and other parties in interest. See DX 6; Creditors' Committee Statement, at ¶ 2, Docket No. 1846; May 28, 2009 Hearing Tr. (Testimony of David Curson)). NY14178439v24 -1 1- DESCRIPTION OF THE PURCHASER AND THE PURCHASERS GOOD FAITH P. The Purchaser is a newly formed Delaware limited liability company that as of the date of the Sale Hearing, is a wholly-owned subsidiary of Fiat. The Purchaser is not an "insider" of any of the Debtors, as that term is defined by section 101(31) of the Bankruptcy Code. (See DX 64, at Art. IV-A). Q. Upon the closing of the Sale Transaction (the "Closing"), (1) Fiat will contribute to the Purchaser certain valuable technology and management expertise, (2) the U.S. Treasury and Export Development Canada ("EDC") will lend the Purchaser approximately $8 billion in new financing and (3) the UAW Retiree Settlement Agreement, the entry into which is a condition to the UAW CBA (as defined below) and its assumption and assignment to Purchaser, will become effective. Following the making of the foregoing contributions to the Purchaser, Fiat, the VEBA (as defined below), the U.S. Treasury and EDC, through 7169931 Canada Inc., will hold 100% of the equity in the Purchaser. (DX 3; DX 64, Exhibit J, K). R. The Purchaser is a person with whom the Debtors are associated within the meaning of section 525 of the Bankruptcy Code. S. The Purchase Agreement and each of the transactions contemplated therein were negotiated, proposed and entered into by the Debtors and the Purchaser in good faith, without collusion and from arm's-length bargaining positions. The Purchaser has proceeded in good faith in all respects in connection with this proceeding, is a "good faith purchaser" within the meaning of section 363(m) of the Bankruptcy Code and, as such, is entitled to all the protections afforded thereby. None of the Debtors, the Purchaser nor the Purchaser's present or contemplated owners have engaged in any conduct that (1) would cause or permit the Purchase Agreement or any of the transactions contemplated thereby to be avoided; (2) would tend to hinder, delay or defraud creditors; or (3) impose costs and damages under section 363(n) NYI-4178439x24 -12- of the Bankruptcy Code. See May 27, 2009 Hearing Tr. (Testimony of Alfredo Altavilla); May 27, 2009 (Testimony of Robert Manzo); May 28, 2009 Hearing Tr. (Testimony of David Curson); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli); Deposition of Matthew Feldman, May 26, 2009, at 37:21-39:1; Deposition Tr. of Ronald Bloom, at 87). NOTICE OF THE SALE MOTION, AND THE CURE AMOUNTS T. As evidenced by the affidavits and certificates of service filed with the Court, in light of the exigent circumstances of these cases and the wasting nature of the Debtors' temporarily idled facilities and assets and based upon the representations of counsel at the Sale Hearing and the testimony of the Debtors' claims and noticing agent, the Court finds that: (1) proper, timely, adequate and sufficient notice of the Sale Motion, the Bidding Procedures Order, the Sale Hearing and the UAW Retiree Settlement Agreement has been provided by the Debtors in accordance with the Bidding Procedures Order; (2) such notice, and the form and manner thereof, was good, sufficient, reasonable and appropriate under the exigent circumstances prevailing in these chapter I 1 cases; and (3) no other or further notice of the Sale Motion, the Sale Transaction, the Bidding Procedures, the Sale Hearing or the UAW Retiree Settlement Agreement is or shall be required. (See DX 7; May 27, 2009 Hearing Tr. (Testimony of Daniel McElhinny)). In light of the need to grant the relief requested in the Sale Motion on an expedited basis to avoid any erosion in the going concern value of the Purchased Assets, a reasonable opportunity to object or be heard with respect to the Sale Motion and the relief requested therein has been afforded to all interested persons and entities, including, but not limited to, the following: (i) counsel to the Official Committees of Unsecured Creditors appointed in these chapter 11 cases under section 1102 of the Bankruptcy Code (the "Creditors Committee"); NYI-4178439v24 -13- (ii) the U.S. Treasury, a prepetition lender and the provider of the debtor in possession financing approved by this Court on a final basis on May 20, 2009 (the "DIP Financing _Facility")"), outside counsel to the U.S. Treasury and the Acting United States Attorney for the Southern District of New York; (iii) counsel to EDC, a lender under the DIP Financing Facility; (iv) counsel to the UAW; (v) counsel to the Purchaser; (vi) counsel to the administrative agent and collateral agent for the Debtors' prepetition secured First Lien Lenders (as defined below); (vii) counsel to Cerberus; (viii) counsel to Daimler; (ix) parties who, in the past year, have expressed in writing to the Debtors an interest in acquiring the Purchased Assets; (x) nondebtor parties (collectively, the "Non-Debtor Counterparties") to the Assumed Agreements; (xi) all parties who are known or reasonably believed to have asserted a lien, encumbrance, claim or other interest in the Purchased Assets or who are reflected as secured parties in lien searches conducted by the Debtors; (xii) the Securities and Exchange Commission; (xiii) the Internal Revenue Service; (xiv) all applicable state attorneys general, local environmental enforcement agencies and local regulatory authorities; (xv) all applicable state and local taxing authorities; (xvi) the Office of the United States Trustee for the Southern District of New York; (xvii) the Federal Trade Commission; (xviii) the United States Attorney General/Antitrust Division of Department of Justice; (xix) the Environmental Protection Agency; (xx) the United States Attorney; NYI-4178439x24 -14- (xxi) the Pension Benefit Guaranty Corporation; (xxii) applicable foreign regulatory authorities in non-U.S. countries in which the Debtors do business; (xxiii) all parties that filed objections to the Sale Motion; (xxiv) all entities that have requested notice in these chapter 11 cases under Bankruptcy Rule 2002; (xxv) the Debtors' retirees and surviving spouses represented by the UAW, including the members of the "Class" as defined in the UAW Retiree Settlement Agreement; (xxvi) all employees of the Debtors; (xxvii) all dealers with current agreements for the sale or leasing of Chrysler, Jeep or Dodge brand vehicles; (xxviii) any other party identified on the creditor matrix in these cases. (See DX 7). U. Additionally, the Debtors published notice of the Sale Transaction in the national editions of USA Today, The Wall Street Journal and The New York Times, as well as the worldwide edition of The Financial Times. See DX 8). With regard to parties who have claims against the Debtors, but whose identities are not reasonably ascertainable by the Debtors (including, but not limited to, parties with potential contingent warranty claims against the Debtors), the Court finds that such publication notice was sufficient and reasonably calculated under the circumstances to reach such parties. V. In accordance with the Contract Procedures as set forth in the Bidding Procedures Order, the Debtors have provided notice or shall provide notice (an "Assignment Notice") of their intent to assume and assign the Assumed Agreements and of the related proposed amounts ("Cure Costs") to cure prepetition and postpetition defaults under Assumed Agreements with each such Non-Debtor Counterparty. See Notices of Filing of Schedules of Designated Agreements (DX 16; DX 62; DX 63; Deposition of Scott Garberding, May 24, 2009, NY14178439v24 -15- Exhibit 1). The service and provision of the Assignment Notices that were served in accordance with the Bidding Procedures Order, was good, sufficient and appropriate under the circumstances and no further notice need be given with respect to the Cure Costs for the Assumed Agreements described by the Assignment Notices and the assumption and assignment of the Assumed Agreements. (See Affidavits of Service (Docket Nos. 1041, 1996, 1997, 1998, 2003, 2004, 2016, 2017, 2018, 2019, 2020, 2022, 2023, 2025, 2026, 2027, 2028, 2029, 2030, 2081 and 2108). All Non-Debtor Counterparties to the Assumed Agreements have had an opportunity to object to both the Cure Costs listed in the Assignment Notices and the assumption and assignment of the Assumed Agreements (including objections related to the adequate assurance of future performance and objections based on whether applicable law excuses the Non-Debtor Counterparty from accepting performance by, or rendering performance to, the Purchaser for purposes of section 365(c)(1) of the Bankruptcy Code). With respect to executory contracts or unexpired leases that are designated by the Debtors as Assumed Agreements pursuant to the Contract Procedures and Section 2.10 of the Purchase Agreement and for which responses to Assignment Notices are due after the entry of this Sale Order, the Contract Procedures provide all Non-Debtor Counterparties to such Assumed Agreements with the opportunity to object to both the Cure Costs identified in any Assignment Notice delivered to any such Non-Debtor Counterparty and the assumption and assignment of the applicable Assumed Agreement (including objections related to the adequate assurance of future performance and objections based on whether applicable law excuses the Non-Debtor Counterparty from accepting performance by, or rendering performance to, the Purchaser for purposes of section 365(c)(1) of the Bankruptcy Code). NY1-4178439x24 -16- SECTION 363M REQUIREMENTS MET FOR FREE AND CLEAR SALE W. The Debtors may sell the Purchased Assets free and clear of all Claims because, in each case where a Claim is not an Assumed Liability, one or more of the standards set forth in section 363(f)(1)-(5) of the Bankruptcy Code have been satisfied. Except as provided in this Sale Order, the assumption and assignment of each of the Assumed Agreements is also free and clear of all Claims other than the payment of the Cure Costs. X. The Debtors are the sole and lawful owners of the Purchased Assets and no other person has any ownership right title or interest therein. The Debtors' non-Debtor affiliates have acknowledged and agreed to the sale and, as required by and in accordance with the Transition Services Agreement, transferred any legal, equitable or beneficial right, title or interest they may have in or to the Purchased Assets to the Purchaser. (See DX 64). Y. The transfer of Purchased Assets constituting "Collateral" as defined under that certain Second Amended and Restated Collateral Trust Agreement (the "CTA"), dated as of January 2, 2009, among, inter alia, certain of the Debtors and their subsidiaries, JPMorgan Chase Bank, N.A. as both First Priority Agent ("First Priority Agent") and Second Priority Agent, the U.S. Treasury as Third Priority Agent and Wilmington Trust Company as Collateral Trustee (the "Collateral Trustee") has been consented to for purposes of section 363(f)(2) of the Bankruptcy Code, subject to and in accordance with that certain Consent to Sale and Liquidation of Collateral delivered by the First Priority Agent as "Controlling Party" under the CTA to the Debtors (the "First Priority Consent"), subject to the terms of the First Priority Consent, including, without limitation, to the indefeasible payment by the Purchaser immediately upon the sale of the Purchased Assets of $2 billion in immediately available funds to the First Priority Agent to be applied as set forth in the First Priority Consent. The First Priority Consent binds all NYI-4178439x24 -17- parties holding debt under the First Lien Credit Agreement in their capacity as such (collectively, the "First Lien Lenders"). See DX 55; DX 57). Z. In addition, those holders of Claims who did object fall within one or more of the other subsections of sections 363(f) and 365 of the Bankruptcy Code as (1) the consideration received in exchange for the Purchased Assets is greater than the aggregate value of all liens on the Purchased Assets See May 27, 2009 Hearing Tr. (Testimony of Robert Manzo)), (2) there is a bona fide dispute with respect to certain of the Claims asserted (e.g , claims of certain dealers relating to the proposed rejection of their dealership agreements) (See May 28, 2009 Hearing Tr. (Testimony of Peter Grady); May 27, 2009 Hearing Tr. (Testimony of Alfredo Altavilla)); or (3) such holders could be compelled in a legal or equitable proceeding to accept a money satisfaction of their Claims. The transfer of the Purchased Assets to the Purchaser under the Purchase Agreement will be a legal, valid and effective transfer of all of the legal, equitable and beneficial right, title and interest in and to the Purchased Assets free and clear of all Claims that are not Assumed Liabilities (including, specifically and without limitation, any products liability claims, environmental liabilities, employee benefit plans and any successor liability claims), except as otherwise provided in this Sale Order. All holders of Claims are adequately protected - and the Sale Transaction thus satisfies section 363(e) of the Bankruptcy Code - by having their Claims, if any, attach to the proceeds of the Sale Transaction ultimately attributable to the property against which they have a Claim or other specifically dedicated funds, in the same order of priority and with the same validity, force and effect that such Claim holder had prior to the Sale Transaction, subject to any rights, claims and defenses of the Debtors or their estates, as applicable, or as otherwise provided herein. NYI-4178439x24 -18- AA. The Purchaser would not have entered into the Purchase Agreement and would not consummate the Sale Transaction, thus adversely affecting the Debtors, their estates, creditors, employees, retirees and other parties in interest if the sale of the Purchased Assets was not free and clear of all Claims other than Assumed Liabilities, or if the Purchaser would, or in the future could, be liable for any such Claims, including, without limitation and as applicable, certain liabilities (collectively, the "Excluded Liabilities") that expressly are not assumed by the Purchaser, as set forth in the Purchase Agreement or in this Sale Order. The Purchaser asserts that it will not consummate the Sale Transaction unless the Purchase Agreement specifically provides and this Court specifically orders that none of the Purchaser, its affiliates, their present or contemplated members or shareholders (other than the Debtors as the holder of equity in Purchaser), or the Purchased Assets will have any liability whatsoever with respect to, or be required to satisfy in any manner, whether at law or in equity, whether by payment, setoff or otherwise, directly or indirectly, (a) any Claim other than (x) an Assumed Liability or (y) a Claim against any "Purchased Company" (as such term is defined in the Purchase Agreement) or (b) any successor liability for any of the Debtors. (See May 27, 2009 Hearing Tr. (Testimony of Alfredo Altavilla)). BB. Without limiting the generality of the foregoing, the Purchase Agreement provides the Debtors with reasonably equivalent value and fair consideration (as those terms are defined in the Uniform Fraudulent Transfer Act, the Uniform Fraudulent Conveyance Act and the Bankruptcy Code), and was not entered into for the purpose or, nor does it have the effect of, hindering, delaying or defrauding creditors of any of the Debtors under any applicable laws. Except for the Assumed Liabilities, the Sale Transaction shall not impose or result in the imposition of any liability or responsibility on Purchaser or its affiliates, successors or assigns or NY1 4178439v24 -19- any of their respective assets (including the Purchased Assets), and the transfer of the Purchased Assets to the Purchaser does not and will not subject the Purchaser or its affiliates, successors or assigns or any of their respective assets (including the Purchased Assets), to any liability for any Claims, including, without limitation, for any successor liability or any products liability for the sale of any vehicles by the Debtors or their predecessors or affiliates, except as expressly identified as an Assumed Liability. ASSUMPTION AND ASSIGNMENT OF THE ASSUMED AGREEMENTS CC. The assumption and assignment of the Assumed Agreements are integral to the Purchase Agreement, are in the best interests of the Debtors and their estates and represent the reasonable exercise of the Debtors' sound business judgment. See May 27, 2009 Hearing Tr. (Testimony of Alfredo Altavilla); May 28, 2009 Hearing Tr. (Testimony of David Curson); May 28, 2009 Hearing Tr. (Testimony of Peter Grady); May 27, 2009 Hearing Tr. (Testimony of Thomas Lasorda); May 28, 2009 Hearing Tr. (Testimony of Robert Nardelli); May 28, 2009 Hearing Tr. (Testimony of James Chapman)). DD. With respect to each of the Assumed Agreements, the Debtors have met all requirements of section 365(b) of the Bankruptcy Code. Further, the Purchaser has provided all necessary adequate assurance of future performance under the Assumed Agreements in satisfaction of sections 365(b) and 365(f) of the Bankruptcy Code. See May 27, 2009 Hearing Tr. (Testimony of Alfredo Altavilla)). Accordingly, the Assumed Agreements can be assumed by the Debtors and assigned to the Purchaser, as provided for in the Contract Procedures set forth in the Bidding Procedures Order, the Sale Motion and the Purchase Agreement. The Contract Procedures are fair, appropriate and effective and, upon the payment by the Purchaser of all Cure Costs (which costs are the sole obligation of the Purchaser under the Purchase Agreement) and the payment of such other obligations assumed pursuant to this Sale Order and approval of the NY1 4178439x24 -20- assumption and assignment for a particular Assumed Agreement thereunder, the Debtors shall be forever released from any and all liability under the Assumed Agreement. EE. The Purchaser has acknowledged that it will be required to comply with the National Traffic and Motor Vehicle Safety Act, as amended and recodified ("NTMVSA"), as applicable to the business of the Purchaser after the Closing Date. In addition, the Purchaser has agreed to assume as Assumed Liabilities under the Purchase Agreement and this Sale Order the Debtors' notification, remedy and other obligations under 49 U.S.C. §§ 30116 through 30120 of the NTMVSA relating to vehicles manufactured by the Debtors prior to the Closing Date that have a defect related to motor vehicle safety or do not to comply with applicable motor vehicle safety standards prescribed under the NTMVSA. The Purchaser shall not otherwise be liable for any failure by the Debtors to comply with the provisions of the NTMVSA. FF. For the avoidance of doubt, and notwithstanding anything else in this Sale Order to the contrary: the Debtors are neither assuming nor assigning to the Purchaser the settlement agreement (the "2008 Settlement Agreement") between the Debtors, the UAW and certain of the Debtors' retirees, dated March 31, 2008, which was approved by the United States District Court for the Eastern District of Michigan on July 31, 2008, in the class action of Intl Union, UAW, et al. v. Chrysler, LLC, Case No. 07-CV-14310 (E.D. Mich. filed Oct. 11, 2007) and established, among other things, an independent Voluntary Employee Beneficiary Association (the "VEBA") that would become responsible for retiree health care on behalf of current and future UAW retirees of the Debtors and their surviving spouses and eligible dependents (the "English Case VEBA") (DX 4; May 28, 2009 Hearing Tr. (Testimony of David Curson)); the 2007 Chrysler-UAW National Agreement, including (1) the Production, Maintenance and Parts National Agreement, (2) the Engineering Office & Clerical National Agreement, (3) the Toledo Assembly Plant/Jeep Unit, Local 12 Agreement, (4) Daimler Chrysler Financial Services North America, LLC (Farmington) and (5) Daimler Chrysler Financial Services North America, LLC (Detroit), and all appendices, memoranda of understanding, supplemental agreements, local agreements and benefit plans, as modified effective April 30, 2009 (the "UAW CBA"), shall be assumed by the Debtors and assigned to the Purchaser pursuant to this Sale Order and section 365 of the Bankruptcy NYI-4178439v24 -21- Code. Assumption and assignment of the UAW CBA is integral to the Sale Transaction and the Purchase Agreement, is in the best interests of the Debtors and their estates, creditors, employees and retirees and represent the reasonable exercise of the Debtors' sound business judgment See May 28, 2009 Hearing Tr. (Testimony of David Curson)); the UAW, as the exclusive collective bargaining representative of employees of the Purchaser and the "authorized representative" of UAW-represented retirees of the Debtors under section 1114(c) of the Bankruptcy Code, and the Purchaser engaged in good faith negotiations in conjunction with the Sale Transaction regarding the funding of retiree health benefits within the meaning of section 1114(a) of the Bankruptcy Code. Conditioned upon the consummation of the Sale Transaction and the assumption and assignment of the UAW CBA, the UAW and the Purchaser have entered into a Retiree Settlement Agreement (the "UAW Retiree Settlement Agreement"), which, among other things, provides for the financing by the Purchaser of modified retiree health care obligations for the Class and Covered Group (as defined in the UAW Retiree Settlement Agreement) through contributions by the Purchaser to the English Case VEBA. The Debtors, the Purchaser and the UAW specifically intend that their actions in connection with the UAW Retiree Settlement Agreement and related undertakings incorporate the compromise of certain claims and rights and shall be deemed to satisfy the requirements of 29 U.S.C. § 186(c)(2) (See DX 4; May 28, 2009 Hearing Tr. (Testimony of David Curson)); and • the Debtors' sponsorship of the Internal Existing VEBA (as defined in the UAW Retiree Settlement Agreement) shall be transferred to the Purchaser under the Purchase Agreement (See DX 64, at § 6.08). VALIDITY OF THE TRANSFER GG. As of the closing of the Sale Transaction (the "Closing"), the transfer of the Purchased Assets to the Purchaser will be a legal, valid and effective transfer of the Purchased Assets, and will vest the Purchaser with all right, title and interest of the Debtors in and to the Purchased Assets, free and clear of all Claims other than Assumed Liabilities. HH. With the entry of this Sale Order, the Debtors (1) have full corporate power and authority to execute the Purchase Agreement and all other documents contemplated thereby, and the Sale Transaction has been duly and validly authorized by all necessary corporate action of the Debtors; (2) have all of the corporate power and authority necessary to consummate the transactions contemplated by the Purchase Agreement; (3) have taken all actions necessary to NY14178439v24 -22- authorize and approve the Purchase Agreement and the consummation by the Debtors of the transactions contemplated thereby; and (4) upon entry of this Sale Order, need no consents or approvals, other than those expressly provided for in the Purchase Agreement, which may be waived by the Purchaser, to consummate such transactions. (See DX 38; DX 64 at Art. IV-A). II. To the extent that the right, title and interest of the Debtors in and to any of the Purchased Assets ultimately is transferred to the Purchaser after the Closing pursuant to a plan of reorganization confirmed in these chapter 11 cases, such transfer shall be deemed a transfer pursuant to section 1146 of the Bankruptcy Code and shall not be taxed under any law imposing a stamp, transfer or any other similar tax. PERSONALLY IDENTIFIABLE INFORMATION JJ. The Debtors currently maintain certain privacy policies that govern the use of "personally identifiable information" (as such term is defined by section 101(41 A) of the Bankruptcy Code) in the operation of their businesses. The Debtors propose to sell certain assets containing personally identifiable information in a manner that is not in compliance with their current existing privacy policies. As such, in the Bidding Procedures Order, the Court directed the U.S. Trustee to promptly appoint a consumer privacy ombudsman in accordance with section 332 of the Bankruptcy Code, and Alan Chapell, CIPP (the "Privacy Ombudsman") was appointed as a consumer privacy ombudsman under section 332 of the Bankruptcy Code on May 11, 2009 (Docket No. 594). The Privacy Ombudsman is a disinterested person as required by section 332(a) of the Bankruptcy Code. The Privacy Ombudsman filed his report with the Court on May 28, 2009 (Docket No. 2790) (the "Ombudsman Report") and presented his report at the Sale Hearing, and the Ombudsman Report has been reviewed and considered by the Court. The Court has given due consideration to the (1) facts, (2) exigent circumstances surrounding and (3) the conditions of the sale of personally identifiable information in connection with the NYI-4178439x24 -23- Sale Transaction, including as set forth in the Ombudsman Report. No showing has been made that the sale of personally identifiable information in connection with the Sale Transaction violates applicable non-bankruptcy law, and the Court concludes that such sale is appropriate in conjunction with the Sale Transaction. NOW THEREFORE, IT IS HEREBY ORDERED, ADJUDGED, AND DECREED THAT: GENERAL PROVISIONS 1. The Sale Motion is granted in its entirety and entry into and performance under and in respect of the Purchase Agreement and the Sale Transaction is approved, as set forth in this Sale Order. 2. The findings of fact and conclusions of law set forth in the Court's Opinion, dated May 31, 2009 (Docket No. 3073), as supplemented by the findings of fact stated above and conclusions of law stated herein shall constitute this Court's findings of fact and conclusions of law pursuant to Bankruptcy Rule 7052, made applicable to this proceeding pursuant to Bankruptcy Rule 9014. To the extent any finding of fact later shall be determined to be a conclusion of law, it shall be so deemed, and to the extent any conclusion of law later shall be determined to be a finding of fact, it shall be so deemed. All objections, if any, to the Sale Motion or the relief requested therein that have not been withdrawn, waived or settled as announced to the Court at the Sale Hearing or by stipulation filed with the Court, and all reservations of rights included therein, are hereby overruled on the merits with prejudice, except as expressly provided herein. Attached hereto as Exhibit B is a summary schedule of filed objections and the treatment of each. NYI-4178439x24 -24- APPROVAL OF THE PURCHASE AGREEMENT 4. The Purchase Agreement, all transactions contemplated therein and all of the terms and conditions thereof are hereby approved, subject to the terms and conditions of this Sale Order to the extent of any express conflict herewith. In the event of any direct conflict between the terms and conditions of the Purchase Agreement and those of this Sale Order as in effect at the Closing Date, the terms and conditions of this Sale Order shall govern, provided that no change to this Sale Order made after the Closing Date without the consent of the Purchaser shall affect the rights or obligations of the Purchaser arising out of or relating to the Purchase Agreement in any manner. 5. Pursuant to sections 105, 363 and 365 of the Bankruptcy Code, the Debtors are authorized and directed to perform their obligations under and comply with the terms of the Purchase Agreement and consummate the Sale Transaction, pursuant to and in accordance with the terms and conditions of the Purchase Agreement and this Sale Order. 6. The Debtors, as well as their affiliates, officers, employees and agents, are authorized and directed to execute and deliver, and empowered to perform under, consummate and implement, the Purchase Agreement, in substantially the same form as the Purchase Agreement attached hereto as Exhibit A, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the Purchase Agreement and to take all further actions and execute such other documents as may be (a) reasonably requested by the Purchaser for the purpose of assigning, transferring, granting, conveying and conferring to the Purchaser, or reducing to possession, the Purchased Assets (including, but not limited to, all necessary transition services to be provided to the Purchaser by the Debtors), (b) necessary or appropriate to the performance of the obligations contemplated by the Purchase Agreement and (c) as may be reasonably requested by Purchaser to implement the Purchase Agreement and NYI-4178439x24 -25- consummate the Sale Transaction in accordance with the terms thereof, all without further order of the Court. 7. This Sale Order and the Purchase Agreement shall be binding in all respects upon the Purchaser, the Debtors, their affiliates, any trustees appointed in the Debtors' cases (whether under chapter 11 or chapter 7 of the Bankruptcy Code), all creditors (whether known or unknown) of any Debtors, all interested parties and their successors and assigns, including, but not limited to, any party asserting a Claim and any Non-Debtor Counterparty to the Assumed Agreements. Nothing contained in any chapter 11 plan confirmed in these bankruptcy cases or the order confirming any such chapter 11 plan shall conflict with or derogate from the provisions of the Purchase Agreement or this Sale Order, and to the extent of any conflict or derogation between this Sale Order or the Purchase Agreement and such future plan or order, the terms of this Sale Order and the Purchase Agreement shall control to the extent of such conflict or derogation. 8. All amounts, if any, to be paid by Debtors' pursuant to the Purchase Agreement shall constitute administrative expenses pursuant to sections 503(b) and 507(a)(1) of the Bankruptcy Code and shall be due and payable if and when any Debtors' obligations arise under the Purchase Agreement without further order of the Court. TRANSFER OF PURCHASED ASSETS FREE AND CLEAR 9. Pursuant to sections 105(a) and 363(f) of the Bankruptcy Code, the Debtors are authorized and directed to transfer the Purchased Assets in accordance with the terms of the Purchase Agreement. The Purchased Assets shall be transferred to the Purchaser, and upon consummation of the Purchase Agreement, such transfer (a) shall be a valid, legal, binding and effective transfer; (b) shall vest the Purchaser with all right, title and interest of the Debtors in the Purchased Assets; and (c) shall be free and clear of all Claims except for NY14178439v24 -26- Assumed Liabilities with all such Claims to attach to the proceeds of the Sale Transaction ultimately attributable to the Purchased Assets against or in which such Claims are asserted, or other specifically dedicated funds, in the order of their priority, with the same validity, force and effect which they now have as against the Purchased Assets, subject to any rights, claims and defenses the Debtors or their estates, as applicable, may possess with respect thereto. 10. In connection with the transfer of the Purchased Assets to the Purchaser (a) the Debtors are authorized and directed to execute, deliver and perform their obligations under the First Priority Consent, including by indefeasibly paying, or causing the indefeasible payment of, immediately upon consummation of such transfer of the Purchased Assets, $2 billion in immediately available funds to the First Priority Agent to be applied as set forth in the First Priority Consent; and (b) Wilmington Trust Company as Collateral Trustee under the CTA is authorized and directed to comply with the Direction Letter dated as of May 27, 2009 delivered to it by the First Priority Agent as "Controlling Party" under the CTA, including by executing and delivering such documents as are necessary to permit the transfer of the Purchased Assets free and clear of liens on the Purchased Assets held by Wilmington Trust Company as Collateral Trustee under the CTA. 11. Notwithstanding paragraph 15 below or anything to the contrary in this Sale Order or the Purchase Agreement, (a) any Purchased Asset that is subject to any mechanics', carriers', workers', repairers', shippers', marine cargo, construction, toolers', molders' or similar lien or any statutory lien on real and personal property for property taxes not yet due shall continue to be subject to such lien after the Closing Date if and to the extent that such lien (i) is valid, perfected and enforceable as of the Petition Date (or becomes valid, perfected and enforceable after the Petition Date as permitted by section 546(b) or 362(b)(18) of the NYI-4178439x24 -27- Bankruptcy Code), (ii) could not be avoided by any Debtor under sections 544 to 549, inclusive, of the Bankruptcy Code or otherwise, were the Closing not to occur; and (iii) the Purchased Asset subject to such lien could not be sold free and clear of such lien under applicable non- bankruptcy law, and (b) any Liability as of the Closing Date that is secured by a lien described in clause (a) above (such lien, a "Continuing Lien") that is not otherwise an Assumed Liability shall constitute an Assumed Liability with respect to which there shall be no recourse to the Purchaser or any property of the Purchaser other than recourse to the property subject to such Continuing Lien. The Purchased Assets are sold free and clear of any reclamation rights; provided, however, that nothing, in this Sale Order or the Purchase Agreement shall in any way impair the right of any claimant against. the Debtors with respect to any alleged reclamation right to the extent such reclamation right is not subject to the prior rights of a holder of a security interest in the goods or proceeds with respect to which such reclamation right is alleged, or impair the ability of a claimant to seek adequate protection against the Debtors with respect to any such alleged reclamation right. Further, nothing in this Sale Order or the Purchase Agreement shall prejudice any rights, defenses, objections or counterclaims that the Debtors, the Purchaser, the U.S. Treasury, EDC, the Creditors' Committee or any other party in interest may have with respect to the validity or priority of such asserted liens or rights, or the type (or amount), if any, of required adequate protection. 12. Except as otherwise provided in the Purchase Agreement, all persons and entities (and their respective successors and assigns), including, but not limited to, all debt security holders, equity security holders, affiliates, governmental, tax and regulatory authorities, lenders, customers, dealers, employees, trade creditors, litigation claimants and other creditors, holding Claims (whether legal or equitable, secured or unsecured, known or unknown, matured NY1-4178439x24 -28- or unmatured, contingent or non-contingent, liquidated or unliquidated, senior or subordinated) except for Assumed Liabilities or Claims against any Purchased Company, arising under or out of, in connection with, or in any way relating to, the Debtors, the Purchased Assets, the operation of the Business prior to Closing or the transfer of the Purchased Assets to the Purchaser, are hereby forever barred, estopped and permanently enjoined from asserting such Claims against the Purchaser, its successors or assigns, its property or the Purchased Assets. No such persons or entities shall assert against the Purchaser or their successors in interest any Claim arising from, related to or in connection with the ownership, sale or operation of any Asset prior to the Closing, except for Assumed Liabilities. 13. This Sale Order (a) shall be effective as a determination that, as of the Closing, (i) no Claims other than (x) Assumed Liabilities relating to the Purchased Assets or (y) Claims against any Purchased Company, will be assertable against the Purchaser, its affiliates, successors or assigns or any of their respective assets (including the Purchased Assets), (ii) the Purchased Assets shall have been transferred to the Purchaser free and clear of all Claims and (iii) the conveyances described herein have been effected; and (b) is and shall be binding upon and govern the acts of all entities, including, without limitation, all filing agents, filing officers, title agents, title companies, recorders of mortgages, recorders of deeds, registrars of deeds, registrars of patents, trademarks or other intellectual property, administrative agencies, governmental departments, secretaries of state, federal and local officials and all other persons and entities who may be required by operation of law, the duties of their office or contract, to accept, file, register or otherwise record or release any documents or instruments, or who may be required to report or insure any title or state of title in or to any lease; and each of the foregoing persons and entities is hereby directed to accept for filing any and all of the documents and NYI-4178434v24 -29- instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 14. If any person or entity that has filed financing statements, mortgages, mechanic's liens, lis pendens or other documents or agreements evidencing Claims against or in the Debtors or the Purchased Assets shall not have delivered to the Debtors prior to the Closing of the Sale Transaction, in proper form for filing and executed by the appropriate parties, termination statements, instruments of satisfaction, releases of all interests that the person or entity has with respect to the Debtors or the Purchased Assets or otherwise, then only with regard to Purchased Assets that are purchased by the Purchaser pursuant to the Purchase Agreement and this Sale Order (a) the Debtors are hereby authorized and directed to execute and file such statements, instruments, releases and other documents on behalf of the person or entity with respect to the Purchased Assets; and (b) the Purchaser is hereby authorized to file, register or otherwise record a certified copy of this Sale Order, which, once filed, registered or otherwise recorded, shall constitute conclusive evidence of the release of all Claims against the applicable Purchased Assets other than the Assumed Liabilities. This Sale Order is deemed to be in recordable form sufficient to be placed in the filing or recording system of each and every federal, state, or local government agency, department or office. 15. All persons or entities in possession of some or all of the Purchased Assets are directed to surrender possession of such Purchased Assets to the Purchaser or its respective designees at the time of the Closing of the Sale Transaction. 16. Following the Closing of the Sale Transaction, no holder of any Claim shall interfere with the Purchaser's title to or use and enjoyment of the Purchased Assets based NY14178439v24 -30- on or related to any such Claim, or based on any actions the Debtors may take in their chapter 11 cases. 17. All persons and entities are prohibited and enjoined from taking any action to adversely affect or interfere with the ability of the Debtors to transfer the Purchased Assets to the Purchaser in accordance with the Purchase Agreement and this Sale Order. 18. To the extent provided by section 525 of the Bankruptcy Code, no governmental unit may revoke or suspend any permit or license relating to the operation of the Purchased Assets sold, transferred or conveyed to the Purchaser on account of the filing or pendency of these chapter 11 cases or the consummation of the Sale Transaction contemplated by the Purchase Agreement. 19. Notwithstanding anything else contained herein or in the Purchase Agreement, in connection with the purchase of the Debtors' brands and related Purchased Assets, the Purchaser, from and after the Closing, will recognize, honor and pay liabilities under Lemon Laws for additional repairs, refunds, partial refunds (monetary damages) or replacement of a defective vehicle (including reasonable attorneys' fees, if any, required to be paid under such Lemon Laws and necessarily incurred in obtaining those remedies), and for any regulatory obligations under such Lemon Laws arising now, including but not limited to cases resolved prepetition or in the future, on vehicles manufactured by the Debtors in the five years prior to the Closing (without extending any statute of limitations provided under such Lemon Laws), but in any event not including punitive, exemplary, special, consequential or multiple damages or penalties and not including any claims for personal injury or other consequential damages that may be asserted in relationship to such vehicles under the Lemon Laws. As used herein, "Lemon Law" means a federal or state statute, including, but not limited to, claims under the Magnuson- NYI-4178439x24 -31- Moss Warranty Act based on or in conjunction with a state breach of warranty claim, requiring a manufacturer to provide a consumer remedy when the manufacturer is unable to conform the vehicle to the warranty after a reasonable number of attempts as defined in the applicable statute. In connection with the foregoing, the Purchaser has agreed to continue addressing Lemon Law claims (to the extent that they are Assumed Liabilities) using the same or substantially similar procedural mechanisms previously utilized by the Debtors. 20. The Purchased Owned Real Property and PP&E (as such terms are defined in the Purchase Agreement) that, as of the Closing, are subject to existing statutory liens or any liens that may be created or perfected in accordance with section 362(b)(18) of the Bankruptcy Code shall be transferred to the Purchaser subject to (a) any applicable property taxes for the tax year 2009 (collectively, the "2009 Prope Taxes") owed to state and local taxing authorities in the United States (collectively, the "Relevant Taxing Authorities") and (b) any liens related to such 2009 Property Taxes. The 2009 Property Taxes shall be paid by the Purchaser; however, as between the Purchaser and the Debtors such 2009 Property Taxes shall be prorated as of the Closing Date and settled upon receipt of the relevant property tax bills. The Relevant Taxing Authorities shall bill their 2009 Property Taxes to the Purchaser in the ordinary course, not as an expedited or jeopardy assessment. 21. The Debtors shall deposit designated funds in the amount of $63 million in a dedicated escrow account (the "Tax Escrow") to satisfy sales and use taxes, Michigan business taxes and other taxes owed to the Relevant Taxing Authorities in respect of any of the Debtors (including predecessors of the Debtors) and not covered by paragraph 20 above, to the extent such taxes are (a) secured taxes or may become secured by liens that may be created or perfected in accordance with section 362(b)(18) of the Bankruptcy Code or (b) of the nature authorized to NY1 4178439v24 -32- be paid under the Order, Pursuant to Sections 105(a), 363(b), 507(a) and 541 of the Bankruptcy Code, Authorizing the Debtors and Debtors in Possession to Pay Certain Prepetition Taxes (Docket No. 355) to the extent such taxes were or may be asserted or assessed against individuals (collectively, the "Additional Taxes"). Any Claims for Additional Taxes shall attach to, and be satisfied from, the Tax Escrow. 22. (a) Notwithstanding any contrary provision of this Sale Order or the Purchase Agreement, the 61 Vehicles, as described and defined in the response of Wilmington Trust Company to the Sale Motion (Docket No. 1188), will be treated as Excluded Assets that will not be transferred to the Purchaser. (b) Pursuant to sections 105(a), 363 and 365 of the Bankruptcy Code, the Debtors' assumption and assignment to the Purchaser of all of the Debtors' right, title and interest in or under the Debtors' guaranteed depreciation program agreement and ancillary agreements related thereto (collectively, the "GDP Agreement") with Dollar Thrifty Automotive Group, Inc. and its affiliates (collectively, "DTAG") are hereby approved, and all requirements of section 365 of the Bankruptcy Code are hereby deemed satisfied as of the date of, and effective only upon, the Closing of the Sale Transaction. DTAG has consented to such assumption and assignment and agrees that, subject to payment of Cure Costs, such assumption and assignment shall not constitute an event of default thereunder or permit the termination thereof. The Debtors and DTAG shall confer in good faith to determine the amount of the Cure Costs to be paid under the GDP Agreement. If the Debtors and DTAG are unable to reach a resolution of such cure cost amount, either of such parties may apply to the Court for an order, upon notice and a hearing, determining the correct Cure Cost amount. N YI-4178439v24 -33- (c) All obligations of Chrysler LLC under the GMAC MAFA Term Sheet (the "GMAC Term Sheet") attached to the Purchase Agreement as Exhibit A, or if executed, the definitive GMAC Master Autofinance Agreement, which agreement shall be substantially on the same terms as the GMAC Term Sheet or the Annexes thereto, as well as any intellectual property licensing agreements entered into connection therewith and all the other agreements that are specified in the GMAC Term Sheet, including, without limitation, one or more repurchase agreements with substantially the same terms as set forth in Annex D to Exhibit A of the Purchase Agreement (collectively with the GMAC Term Sheet, the "GMAC MAFA Documents") shall be assigned by the Debtors to the Purchaser, and the Purchaser shall be deemed to have assumed the GMAC MAFA Documents, pursuant to this Sale Order and the Bidding Procedures Order, and each non-Debtor party to the GMAC MAFA Documents shall be deemed to have consented to such assumption and assignment. Assumption and assignment of the GMAC MAFA Documents are integral to the Sale Transaction and the Purchase Agreement, are in the best interests of the Debtors and their estates, creditors, employees and retirees and represent the reasonable exercise of the Debtors' sound business judgment. (d) At the Purchaser's written election, to be made by notice to Chrysler Financial Services Americas LLC ("Chrysler Financial") no later than June 12, 2009, or such other date as the Purchaser and Chrysler Financial may agree, either: (i) (A) the vehicles related to unperformed or partially unperformed repurchase obligations arising from or related to agreements between the Debtors and dealers whose dealerships were terminated prepetition, or arising from or related to prepetition agreements between Chrysler Financial and the Debtors (collectively, the "Repurchased Vehicles"), and (B) the vehicles commonly referred to by Chrysler Financial and the Debtors as "conversion vehicles" that are currently in the possession NYI-4178439x24 -34- of entities that convert such vehicles into "conversion vehicles" (together with Repurchased Vehicles, the "Conversion and Repurchased Vehicles"), will be treated as "Excluded Assets" that will not be transferred to the Purchaser; or (ii) will be treated as Purchased Assets and the alleged liens in favor of Chrysler Financial or its affiliates on the Conversion and Repurchased Vehicles will be Continuing Liens to the extent they meet the requirements of subparagraphs 11(a)(i) through (iii) above. (e) Chrysler Financial and its affiliates object to the sale to the Purchaser of any insurance policy, surety bond or related indemnity arrangement to the extent that it (i) is an executory contract to extend a financial accommodation or a personal services contract and therefore not assumable and assignable to the Purchaser pursuant to section 365(c)(1) or (c)(2) of the Bankruptcy Code or (ii) is property the sale of which is not permitted under state or contract law and that entitles Chrysler Financial and its affiliates to adequate protection pursuant to section 363(e) of the Bankruptcy Code or that may not be sold free and clear of the interests of Chrysler Financial and its affiliates pursuant to section 363(f) of the Bankruptcy Code. The parties reserve all rights (including, without limitation, any rights under the Contract Procedures and, in the case of the Purchaser, any rights against the Debtors pursuant to Sections 2.11 and 2.12 of the Purchase Agreement) and agree that no such policy, bond or arrangement shall be deemed to be transferred to Purchaser and that no liens, rights of setoff, equitable subrogation or equitable lien arising in favor of Chrysler Insurance Company, as insurer or surety, as against any Debtor's estate shall be terminated, diminished or affected by reason of any provision of the Purchase Agreement or this Sale Order until such objections are resolved by the Court. NY14178439v24 -35- 23. Nothing in this Sale Order or in the Purchase Agreement releases, nullifies or enjoins the enforcement of any liability to a governmental unit under police and regulatory statutes or regulations that any entity would be subject to as the owner or operator of property after the date of entry of this Sale Order. APPROVAL OF UAW RETIREE SETTLEMENT AGREEMENT 24. The UAW Retiree Settlement Agreement, all transactions contemplated therein and all of the terms and conditions thereof are fair, reasonable and in the best interests of the retirees and are hereby approved. The Debtors, the Purchaser and the UAW are authorized to perform their obligations under, or in connection with, the implementation of the UAW Retiree Settlement Agreement and comply with the terms of the UAW Retiree Settlement Agreement pursuant to and in accordance with the terms and conditions of the UAW Retiree Settlement Agreement and this Sale Order. The Trust Amendments are hereby approved and the English Case VEBA Trust Agreement is reformed accordingly (as such terms are defined in the UAW Retiree Settlement Agreement). ASSUMPTION AND ASSIGNMENT OF ASSUMED AGREEMENTS 25. Pursuant to sections 105(a), 363 and 365 of the Bankruptcy Code, and in accordance with the Contract Procedures, the Debtors' assumption and assignment or other transfer to the Purchaser of all of the Debtors' right, title and interest in or under the Assumed Agreements are hereby approved, with only such exceptions as Purchaser may agree in writing, and all requirements of section 365 of the Bankruptcy Code are hereby deemed satisfied. For the avoidance of doubt, subject to the Contract Procedures (including the resolution of any Section 365 Objection and the issuance of a Confirmation Notice, as set forth in the Bidding Procedures Order), the Debtors shall be deemed to have assumed and assigned each of the Assumed Agreements as of the date of and effective only upon the Closing of the Sale Transaction and, NYI-4178439x24 -36- absent such Closing, each of the Assumed Agreements shall neither be deemed assumed nor assigned and shall in all respects be subject to subsequent assumption or rejection by the Debtors under the Bankruptcy Code. 26. Except as provided herein, the Debtors are hereby authorized in accordance with sections 105(a) and 365 of the Bankruptcy Code and the Contract Procedures to assume and assign, sell and otherwise transfer the Assumed Agreements of all of the Debtors' right, title or interest therein or thereunder to the Purchaser free and clear of all Claims, and to execute and deliver to the Purchaser such documents or other instruments as may be necessary to assign and transfer the Assumed Agreements to the Purchasers. 27. In accordance with the Contract Procedures, the Assumed Agreements shall be transferred to, and remain in full force and effect for the benefit of, the Purchaser in accordance with their respective terms, notwithstanding any provision in any such Assumed Agreement (including those of the type described in sections 365(e)(1) and (f) of the Bankruptcy Code) that prohibits, restricts or conditions such assignment or transfer. There shall be no rent accelerations, assignment fees, penalties, increases or any other fees charged to the Purchaser or the Debtors as a result of the assumption or assignment of the Assumed Agreements. No Assumed Agreement may be terminated, or the rights of any party modified in any respect, including pursuant to any "change of control" clause, by any other party thereto as a result of the transactions contemplated by the Purchase Agreement. 28. To the extent that the Purchaser exercises its right to exclude any Assumed Agreement from the Sale Transaction prior to the applicable Agreement Assumption Date, such Assumed Agreement shall (a) be deemed never to have been assumed by the Debtors or assigned NY1 4178439v24 -37- to the Purchaser and (b) remain subject to assumption, rejection or assignment by the Debtors at any time in the future. 29. Except as may be otherwise agreed to by the parties to an Assumed Agreement, the Cure Costs under the Assumed Agreements shall be paid by the Purchaser as soon as practicable and in no event later than ten days after the later of (a) the Closing of the Sale Transaction or (b) following the date on which such Assumed Agreement is deemed assumed and assigned in accordance with the Contract Procedures. With respect to Disputed Cure Costs, the Purchaser shall reserve sufficient funds to pay the full amount of any Disputed Cure Costs related to the Sale Transaction until such time as there is a resolution among the parties or a final order of this Court determining the correct Cure Costs. In addition to the Cure Costs (but without duplication), the Purchaser will assume and pay, in the ordinary course of business and as they come due, all amounts for goods delivered and services provided prepetition for which payment was not due as of the Petition Date and for postpetition goods delivered and services provided to the Debtors under each Assumed Agreement to the extent due and payable and not otherwise paid by the Debtors. 30. Payment of the Cure Costs shall be a full satisfaction of any and all defaults under the Assumed Agreements, whether monetary or non-monetary, and upon payment of the Cure Costs any default of the Debtors thereunder shall have been irrevocably cured. Upon the assumption and assignment of an Assumed Agreement under the Contract Procedures, the Debtors shall be released from any liability whatsoever arising under the Assumed Agreements and the Cure Costs and ongoing obligations under the Assumed Agreement shall be solely the obligation of the Purchaser. Except as otherwise provided in this Sale Order, each Non-Debtor Counterparty to an Assumed Agreement hereby is forever barred, estopped and N Y1-4178439x24 -38- permanently enjoined from asserting against the Debtors or the Purchaser, their successors or assigns or the property of any of them, any default existing as of the date of the assumption of the Assumed Agreement. 31. The failure of the Debtors or the Purchaser to enforce at any time one or more terms or conditions of any Assumed Agreement shall not be a waiver of such terms or conditions, or of the Debtors' and the Purchaser's rights to enforce every term and condition of the Assumed Agreements. 32. Upon the Agreement Assumption Date (or such earlier date as set forth in the Contract Procedures), the Purchaser shall be fully and irrevocably vested with all right, title and interest of the Debtors under the Assumed Agreements. 33. The assignments of each of the Assumed Agreements are made in good faith under sections 363(b) and (m) of the Bankruptcy Code. 34. In connection with the foregoing and consistent with the Contract Procedures, the Purchaser and the Creditors' Committee have agreed to the following: (a) no later than the second calendar day after the initial Section 365 Objection Deadline, the Purchaser will serve Confirmation Notices on the applicable Non-Debtor Counterparties; (b) no later than the second calendar day after the initial Section 365 Hearing, the Purchaser will serve additional Confirmation Notices on the applicable Non-Debtor Counterparties; (c) the Purchaser and the Creditors' Committee acknowledge that, if the Closing occurs prior to June 12, 2009, the terms of the Contract Procedures provide that the Assurance Letter procedure will not apply; and (d) paragraph 20 of the Bidding Procedures Order is clarified to provide that all Designated Agreements (rather than all contracts) that have not become Confirmed Contracts as of the Closing Date shall constitute "Excluded Contracts" for purposes of the Purchase Agreement NY1 4178439v24 -39- (without any requirement to update the Company Disclosure Letter) unless such Designated Agreements subsequently become Confirmed Contracts in accordance with the Contract Procedures. The failure of the Purchaser to deliver a Confirmation Notice with respect to any Non-Debtor Counterparty as contemplated in clause (a) and (b) of this paragraph 34, whether because the parties have not agreed to Cure Costs or otherwise, shall not preclude the ability of the Purchaser to deliver a Confirmation Notice to such Non-Debtor Counterparty after such time and prior to the "Final Designation Date" (as defined in the Bidding Procedures Order). ADDITIONAL PROVISIONS 35. Except for the Assumed Liabilities expressly set forth in the Purchase Agreement or described therein or Claims against any Purchased Company, none of the Purchaser, its successors or assigns or any of their respective affiliates shall have any liability for any Claim that (a) arose prior to the Closing Date, (b) relates to the production of vehicles prior to the Closing Date or (c) otherwise is assertible against the Debtors or is related to the Purchased Assets prior to the Closing Date. The Purchaser shall not be deemed, as a result of any action taken in connection with the Purchase Agreement or any of the transactions or documents ancillary thereto or contemplated thereby or the acquisition of the Purchased Assets, to: (a) be a legal successor, or otherwise be deemed a successor to the Debtors (other than with respect to any obligations arising under the Assumed Agreements from and after the Closing); (b) have, de facto or otherwise, merged with or into the Debtors; or (c) be a mere continuation or substantial continuation of the Debtors or the enterprise of the Debtors. Without limiting the foregoing, the Purchaser shall not have any successor, derivative or vicarious liabilities of any kind or character for any Claims, including, but not limited to, on any theory of successor or transferee liability, de facto merger or continuity, environmental, labor and employment, NY14178439v24 -40- products or antitrust liability, whether known or unknown as of the Closing, now existing or hereafter arising, asserted or unasserted, fixed or contingent, liquidated or unliquidated. 36. The Purchaser (or its designee) is authorized and directed, in accordance with Section 5.20 of the Purchase Agreement, to substitute, backstop or replace, as the case may be, in a manner reasonably satisfactory to the Debtors, those letters of credit existing as of the Closing that secure future obligations of the Purchaser under an Assumed Agreement and are identified in writing by the Debtors as part of the Cure Costs. The Purchaser shall cause the originals of any such substituted or replaced letters of credit to be returned to the Debtors or the issuer thereof with no further drawings made thereunder. 37. The Purchaser is hereby granted a first priority lien and super-priority administrative claim over the proceeds of any tax refunds (including interest thereon), returns of withholding taxes or similar payments, and any proceeds of tax sharing, contribution or similar agreements (in each case, other than on refunds due to be paid to third parties pursuant to the Original Contribution Agreement, as defined in the Purchase Agreement) to secure the payment of all amounts due to the Purchaser from any of the Debtors under the tax indemnities in Article 9 of the Purchase Agreement. 38. Effective upon the Closing and except as otherwise set forth herein or provided by stipulations filed with or announced to the Court with respect to a specific matter, all persons and entities are forever prohibited and enjoined from commencing or continuing in any matter any action or other proceeding, whether in law or equity, in any judicial, administrative, arbitral or other proceeding against the Purchaser, its successors and assigns, or the Purchased Assets, with respect to any (a) Claim other than (i) Assumed Liabilities or (ii) Claims against any Purchased Company or (b) successor liability of the Purchaser for any of the Debtors, including, NYI-4178439x24 -41- without limitation, the following actions with respect to clauses (a) and (b): (i) commencing or continuing any action or other proceeding pending or threatened against the Debtors as against the Purchaser, or its successors, assigns, affiliates or their respective assets, including the Purchased Assets; (ii) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against the Debtors as against the Purchaser or its successors, assigns, affiliates or their respective assets, including the Purchased Assets; (iii) creating, perfecting or enforcing any lien, claim, interest or encumbrance against the Debtors as against the Purchaser or its successors, assigns, affiliates or their respective assets, including the Purchased Assets; (iv) asserting any setoff, right of subrogation or recoupment of any kind (in the case of recoupment only, except as a defense for payment of an obligation other than an Assumed Agreement) for any obligation of any of the Debtors as against any obligation due the Purchaser or its successors, assigns, affiliates or their respective assets, including the Purchased Assets; (v) commencing or continuing any action, in any manner or place, that does not comply, or is inconsistent with, the provisions of this Sale Order or other orders of this Court, or the agreements or actions contemplated or taken in respect thereof; or (vi) revoking, terminating or failing or refusing to renew any license, permit or authorization to operate any of the Purchased Assets or conduct any of the businesses operated with such assets. 39. Except for the applicable Assumed Liabilities, the Purchaser shall not have any liability or other obligation of the Debtors or their affiliates arising under or related to the Purchased Assets. Without limiting the generality of the foregoing, and except as otherwise specifically provided herein or in the Purchase Agreement, the Purchaser shall not be liable for any claims against the Debtors or any of their predecessors or affiliates, and the Purchaser shall have no successor or vicarious liabilities of any kind or character, including, but not limited to, NY1 4178439v24 -42- any theory of antitrust, environmental, successor or transferee liability, labor law, de facto merger or substantial continuity, whether known or unknown as of the Closing, now existing or hereafter arising, whether fixed or contingent, asserted or unasserted, liquidated or unliquidated, with respect to the Debtors or their affiliates or any obligations of the Debtors or their affiliates arising prior to the Closing, including, but not limited to, liabilities on account of any taxes arising, accruing or payable under, out of, in connection with, or in any way relating to the operation of the Purchased Assets prior to the Closing of the Sale Transaction. 40. Upon the Debtors' assignment of the Assumed Agreements to the Purchaser under the provisions of this Sale Order and any additional order contemplated by the Purchase Agreement, no default shall exist under any Assumed Agreement, and no counterparty to any Assumed Agreement shall be permitted to declare a default by the Purchaser under such Assumed Agreement or otherwise take action against the Purchaser as a result of any Debtor's financial condition, bankruptcy or failure to perform any of its obligations under the relevant Assumed Agreement. 41. For the avoidance of doubt: (a) with respect to each Excluded Contract, the Purchaser is not acquiring any right, title or interest in, to and under such Excluded Contract, including without limitation any claim, cause of action, right of recoupment or receivable (whether for money or property), and all rights of a Non-Debtor Counterparty against the Debtors arising under such Excluded Contract, including rights of setoff, are not modified or waived; (b) with respect to each Assumed Agreement, nothing in this Sale Order or the Purchase Agreement affects the contractual rights and remedies of a Non-Debtor Counterparty under such Assumed Agreement, including, without limitation, any right of setoff, recoupment, subrogation, indemnity rights and any defenses to performance, except to the extent such contractual rights and remedies result from the financial condition or bankruptcy of a Debtor or arise out of or relate to a default or failure to perform under such Assumed Agreement at or prior to the time of assumption and assignment; NY14178439v24 -43- (c) with respect to Purchased Assets (whether Assumed Agreements or other Purchased Assets such as Claims and receivables), nothing in this Sale Order or the Purchase Agreement affects any other defense or right of the non-Debtor obligor under applicable law, provided that a non-Debtor obligor may not assert any setoff, recoupment or other right or defense to the extent (a) resulting from the financial condition or bankruptcy of a Debtor or arising out of or relating to a default or failure to perform under such Assumed Agreement at or prior to the time of assumption and assignment or (b) arising out of or relating to an Excluded Liability; and (d) with respect to leases, nothing in this Sale Order or the Purchase Agreement shall (a) affect the rights of any lessor of property leased by a Debtor under an unexpired lease except to the extent such unexpired lease becomes an Assumed Agreement in accordance with the Contract Procedures and applicable law, (b) sell to the Purchaser any leased property not owned by a Debtor or (c) with respect to leases that are Excluded Contracts, affect possessory or ownership rights as against any Debtor or the Purchaser. 42. The Purchaser has given substantial consideration under the Purchase Agreement for the benefit of the holders of Claims. The discrete consideration given by the Purchaser shall constitute valid and valuable consideration for the releases of any potential claims of successor liability of the Purchaser, which releases shall be deemed to have been given in favor of the Purchaser by all holders of any Claims of any kind whatsoever. 43. While the Debtors' bankruptcy cases are pending, this Court shall retain jurisdiction to, among other things, interpret, enforce and implement the terms and provisions of this Sale Order and the Purchase Agreement, all amendments thereto, any waivers and consents thereunder (and of each of the agreements executed in connection therewith in all respects), to adjudicate disputes related to this Sale Order or the Purchase Agreement and to enter any orders under sections 105, 363 and/or 365 (or other relevant provisions) of the Bankruptcy Code with respect to the Assumed Agreements. 44. Nothing in this Sale Order or the Purchase Agreement releases, nullifies, or enjoins the enforcement of any liability to a governmental unit under environmental statutes or NY1 4178439v24 -44- regulations (or any associated liabilities for penalties, damages, cost recovery or injunctive relief) that any entity would be subject to as the owner or operator of property after the date of entry of this Sale Order. Notwithstanding the foregoing sentence, nothing in this Sale Order shall be interpreted to deem the Purchaser as the successor to the Debtors under any state law successor ,liability doctrine with respect to any liabilities under environmental statutes or regulations for penalties for days of violation prior to entry of this Sale Order or for liabilities relating to off-site disposal of wastes by the Debtors prior to entry of this Sale Order. Nothing in this paragraph should be construed to create for any governmental unit any substantive right that does not already exist under law. 45. No bulk sales law, or similar law of any state or other jurisdiction shall apply in any way to the transactions contemplated by the Purchase Agreement, the Sale Motion and this Sale Order. 46. The transactions contemplated by the Purchase Agreement are undertaken by the Purchaser in good faith, as that term is used in section 363(m) of the Bankruptcy Code, and accordingly, the reversal or modification on appeal of the authorization provided herein to consummate the Sale Transaction shall not affect the validity of the Sale Transaction (including the assumption and assignment of the Assumed Agreements), unless such authorization is duly stayed pending such appeal. 47. The consideration provided by the Purchaser for the Purchased Assets constitutes reasonably equivalent value and fair consideration (as those terms may be defined in each of the Uniform Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act and section 548 of the Bankruptcy Code) under the Bankruptcy Code and under the laws of the NY1 4178439v24 -45- United States, any state, territory or possession thereof or the District of Columbia or any other applicable jurisdiction with laws substantially similar to the foregoing. 48. The Sale Transaction may not be avoided under section 365(n) of the Bankruptcy Code. 49. The terms and provisions of the Purchase Agreement and this Sale Order shall be binding in all respects upon, and shall inure to the benefit of, the Debtors, their estates, their creditors, the Purchaser, the respective affiliates, successors and assigns of each, and any affected third parties, including,.but not limited to, all persons asserting claims in the Purchased Assets to be sold to the Purchaser pursuant to the Purchase Agreement, notwithstanding any subsequent appointment of any trustee(s), examiner(s) or receiver(s) under any chapter of the Bankruptcy Code or any other law, and all such provisions and terms shall likewise be binding on such trustee(s), examiner(s) or receiver(s) and shall not be subject to rejection or avoidance by the Debtors, their estates, their creditors, their shareholders or any trustee(s), examiner(s), or receiver(s). 50. The failure specifically to include any particular provision of the Purchase Agreement in this Sale Order shall not diminish or impair the effectiveness of such provision, it being the intent of the Court that the Purchase Agreement and its exhibits and ancillary documents be authorized and approved in their entirety. 51. The Purchase Agreement may be modified, amended or supplemented by the parties thereto, in a writing signed by both parties, and in accordance with the terms thereof, without further order of the Court, provided that any such modification, amendment or supplement does not materially change the terms of the Purchase Agreement or modify the express terms of this Sale Order. NYI-4178439x24 -46- 52. Each and every federal, state and local governmental agency, department or official is hereby directed to accept any and all documents and instruments necessary and appropriate to consummate the transactions contemplated by the Purchase Agreement. 53. Subject to further order of the Court and consistent with the terms of the Purchase Agreement and the Transition Services Agreement, the Debtors and the Purchaser are authorized to, and shall, take appropriate measures to maintain and preserve, until the consummation of any chapter 11 plan for the Debtors, the books, records and any other documentation, including tapes or other audio or digital recordings and data in or retrievable from computers or servers relating to or reflecting the records held by the Debtors or their affiliates relating to the Debtors' businesses. 54. Consistent with the terms of the Purchase Agreement and the Transition Services Agreement, the Debtors have agreed to transfer to the Purchaser (or one or more of its subsidiaries, as applicable) a substantial portion of the Debtors' cash management system maintained pursuant to an order of this Court (Docket No. 1303) entered on May 20, 2009, including, without limitation, several bank accounts maintained by the Debtors. Such cash management system assets, including such bank accounts, constitute Purchased Assets under the Purchase Agreement. Notwithstanding the foregoing transfers, the Debtors will maintain such bank accounts and a cash management system that is necessary to effect the orderly administration of the Debtors' chapter 11 estates, including any modifications thereof after the Closing, to ensure a reasonable accounting and segregation of the Debtors' cash To the extent any funds of the Debtors that do not constitute Purchased Assets are held in accounts transferred to the Purchaser (or one or more of its subsidiaries), such funds shall be promptly returned to the appropriate Debtor, and such funds shall remain subject to any and all liens of the Debtors' NY14178439v24 -47- lienholders thereon. Likewise, to the extent that any funds that constitute Purchased Assets are held in accounts maintained by one or more Debtors after the Closing, such funds shall be promptly transferred to the Purchaser. The applicable Debtors and the Purchaser (and/or one or more of its subsidiaries, as applicable), may execute any agreement, assignment, novation, instrument or other document the parties deem necessary or appropriate to effectuate the transfers described in this paragraph, which is consistent with the general authority to the same provided in paragraph 6 hereof. 55. Those powers of attorney granted by Chrysler LLC and any of the other Debtors and any related documentation entered into by such entities for the purpose of (a) effectuating the transfers of such entities' interests in their non-debtor foreign affiliates to the Purchaser, Chrysler Motors LLC or their respective designees in connection with consummation of the Sale Transaction or (b) effectuating the transfers of interests in certain foreign affiliates to Chrysler LLC or any of the other Debtors prior to consummation of the Sale Transaction are here by ratified and approved in all respects, regardless of whether such powers of attorney or other documentation were issued or entered into prior to or subsequent to the Petition Date. 56. The Debtors are hereby authorized and empowered, upon and in connection with the Closing, to change their corporate names and the caption of these chapter 11 cases, consistent with applicable law. The Debtors shall file a notice of change of case caption within one business day of the Closing, and the change of case caption for these chapter 11 cases shall be deemed effective as of the Closing. 57. As provided by Bankruptcy Rules 6004(h) and 6006(d), this Sale Order shall not be stayed for ten days after its entry and shall be effective as of 12:00 noon, Eastern Time, on Friday June 5, 2009, and the Debtors and the Purchaser are authorized to close the Sale NYI-4178439x24 -48- Transaction on or after 12:00 noon, Eastern Time, on Friday June 5, 2009.4 Any party objecting to this Sale Order must exercise due diligence in filing an appeal and pursuing a stay or risk its appeal being foreclosed as moot in the event Purchaser and the Debtors elect to close prior to this Sale Order becoming a Final Order. 58. Any amounts payable to the Purchaser shall be paid by the Debtors in the manner provided in the Purchase Agreement without further order of this Court, shall be an allowed administrative claim under sections 503(b) and 507(a)(2) of the Bankruptcy Code, shall be protected as provided in the Bidding Procedures Order and shall not be altered, amended, discharged or affected by any plan proposed or confirmed in these cases without the prior written consent of the Purchaser. 59. This Court retains jurisdiction to interpret, implement and enforce the terms and provisions of this Sale Order including to compel delivery of the Purchased Assets, to protect the Purchaser against any Claims and to enter any orders under sections 105, 363 or 365 (or other applicable provisions) of the Bankruptcy Code to transfer the Purchased Assets and the Assumed Agreements to the Purchaser. Dated: New York, New York June 1, 2009 s/Arthur J. Gonzalez UNITED STATES BANKRUPTCY JUDGE 4 The Court considered the Debtor's request for a waiver of the stay imposed, pursuant to Bankruptcy Rules 6004(h) and 6006(d), objections filed to that request, and Debtors' modified request as of June 1, 2009, whereby Debtors' sought a waiver of the stay imposed to permit a closing to take place on Thursday, June 4, 2009 at 9:00 a.m. In their modified request, the Debtors reference the deposition testimony of Matthew Feldman, an advisor to the President's Auto Task Force, indicating that the Debtors are losing $100 million a day, and the other exigent circumstances facing Chrysler, including the continuing deterioration of its asset value, its supply chain, and its going-concern value. The Court determines that a partial waiver of the stay is justified. Any request to further modify the stay should be made to the appellate court. NYI-4178439x24 -49- UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re --------------------------------------------------x Chapter 11 Old Carco LLC Case No. 09-50002 (AJG) (f/k/a Chrysler LLC), et al., (Jointly Administered) Debtors. x ORDER, PURSUANT TO SECTIONS 105 AND 362 OF THE BANKRUPTCY CODE, APPROVING PROCEDURES TO IMPLEMENT LEMON LAW PROVISIONS OF ORDER (I) AUTHORIZING THE SALE OF SUBSTANTIALLY ALL OF THE DEBTORS' ASSETS FREE AND CLEAR OF ALL LIENS, CLAIMS, INTERESTS AND ENCUMBRANCES, (II) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS AND UNEXPIRED LEASES IN CONNECTION THEREWITH AND RELATED PROCEDURES AND (III) GRANTING RELATED RELIEF This matter coming before the Court on the Motion of Debtors and Debtors in Possession, Pursuant to Sections 105 and 362 of the Bankruptcy Code, for an Order Approving Procedures to Implement Lemon Law Provisions of Order (I) Authorizing the Sale of Substantially All of the Debtors' Assets Free and Clear of All Liens, Claims, Interests and Encumbrances, (II) Authorizing the Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection Therewith and Related Procedures and (III) Granting Related Relief (Docket No. 4414) (the "Motion"),' filed by the debtors and debtors in possession in the above-captioned cases (collectively, the "Debtors"); objections to the Motion (collectively, the "Objections") having been filed by (a) Adam Becker and Theodore Becker (Docket No. 4590), (b) the Ohio Attorney General (Docket No. 4591) and (c) Don Kozich (Docket No. 4675); the Court having reviewed the Motion and the Objections and having considered the Capitalized terms not otherwise defined herein shall have the meanings given to them in the Motion. NY1 42001130 statements of counsel and the evidence adduced with respect to the Motion at a hearing before the Court (the "Hearing"); the Court finding that (i) the Court has jurisdiction over this matter pursuant to 28 U.S.C. §§ 157 and 1334, (ii) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2), (iii) notice of the Motion and the Hearing was sufficient under the circumstances and (iv) the relief granted herein is proper and necessary to effectuate the provisions of the Sale Order and is in the best interests of the Debtors' estates and creditors; and the Court having determined that the legal and factual bases set forth in the Motion and at the Hearing establish just cause for the relief granted herein; IT IS HEREBY ORDERED THAT: The Motion is GRANTED as set forth herein. 2. Any Objections or responses to the Motion that have not been withdrawn, waived or settled prior to the entry of this Order are hereby OVERRULED. 3. Pursuant to sections 105 and 362 of the Bankruptcy Code, to the extent deemed necessary or appropriate by the Debtors, the Debtors are authorized, without further order of this Court, to file (a) the Notice Packages in the Lemon Law Actions and serve such notice on the claimants in each such action and (b) any dismissals, stipulations or other papers to allow the Lemon Law Claimants to pursue the Assumed Lemon Law Liabilities solely against New Chrysler consistent with the Approved Alternatives (as such term is defined below), while maintaining the protections afforded by the automatic stay under section 362 of the Bankruptcy Code and preserving the terms, conditions and limitations imposed by the Sale Order. 4. Each Lemon Law Claimant is authorized to pursue the Assumed Lemon Law Liabilities, in compliance with the Lemon Law Provision, in one of the following three ways (collectively, the "Approved Alternatives"): (a) filing the appropriate papers in a Lemon NY142001130 -2- Law Action (consistent with applicable procedural requirements in such action) to indicate that New Chrysler is being substituted for the Debtors as the defendant in the proceeding, provided that such papers contain an affirmative statement that only Assumed Lemon Law Liabilities are being pursued against New Chrysler, solely to the extent permitted by the Lemon Law Provision of the Sale Order, and that any additional pre-Closing liabilities will be pursued (if at all) only by filing a proof of claim in these cases; (b) dismissing the Lemon Law Action and filing a new action solely against New Chrysler, which seeks only relief with respect to the Assumed Lemon Law Liabilities; or (c) any other similar arrangement acceptable to the Debtors and New Chrysler in their sole discretion that results in no claims being pursued against the Debtors in any nonbankruptcy forum and no Excluded Liabilities being pursued against New Chrysler. Any Lemon Law Claimant who complies with one of the Approved Alternatives will be deemed to not be in violation of the automatic stay and, to the extent necessary, the Lemon Law Claimant will be granted limited relief from the automatic stay under section 362 of the Bankruptcy Code solely to effectuate such Approved Alternative. For the avoidance of doubt, no relief from the automatic stay is hereby granted to permit any claims or causes of action to proceed against the Debtors, or to permit any action to proceed where the Debtors remain a party; however, the Lemon Law Claimants retain their respective rights to assert the Excluded Liabilities or any other pre-Closing claims not assumed by New Chrysler by filing timely and proper proofs of claim in these cases. Except as expressly provided herein, the automatic stay under section 362 of the Bankruptcy Code shall remain in effect in all Lemon Law Actions. 5. Nothing contained in this Order shall be deemed to modify or waive (a) the scope of the Assumed Lemon Law Liabilities or the Excluded Liabilities as established by the Sale Order, (b) the provisions of the Sale Order prohibiting the assertion of the Excluded NYi-42001130 -3- Liabilities against New Chrysler, (c) the protections of the automatic stay against the assertion of the Excluded Liabilities against the Debtors other than by the filing of a proof of claim in these cases or (d) the rights of New Chrysler to assert any defense against the Assumed Lemon Law Liabilities that is available under applicable nonbankruptcy law. 6. Nothing contained in this Order shall impair the ability of (a) any Lemon Law Claimant to file a proof of claim on account of any Excluded Liabilities in these cases in accordance with any bar date established by this Court, or the Debtors or (b) any other party in interest to object to any such proof of claim. In addition, the Lemon Law Claimants retain whatever rights they have to seek relief in these cases or in any Lemon Law Action, including the right to seek relief from the automatic stay imposed by section 362 of the Bankruptcy Code, subject in each case to the rights of the Debtors, New Chrysler or any other party in interest to object to any such request for relief on any and all available grounds. 7. The action captioned Don T. Kozich v. DaimlerChrysler Corp., et al., Broward County Case No. 01-3823 (51), shall be deemed removed from Exhibit A to the Motion and shall not be subject to the relief granted herein. 8. The Debtors are authorized to take such other or additional actions as may be necessary or appropriate to implement the relief granted by this Order. 9. The Court shall retain jurisdiction to hear and determine all matters arising from or related to the implementation of this Order. Dated: July 16, 2009 New York, New York s/Arthur J. Gonzalez UNITED STATES BANKRUPTCY JUDGE NYI-42001130 -4- f1? OF THE 2Ga° A'UG, -3 Fri 12: 1 1 MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire I.D. No. 46446 1845 Walnut Street Philadelphia, PA 19103 (215) 575-2684 LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, Defendant. Attorney for Defendant: Chrysler LLC, n/k/a Old Carco LLC IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA : NO. 08-4116 STIPULATION TO DISMISS, DISCONTINUE AND END TO THE PROTHONOTARY: The parties in the above matter having consented to the above matter being dismissed without prejudice as to Chrysler LLC only, it is hereby stipulated and ORDERED that the above matter is discontinued, ended and dismissed without prejudice against Chrysler LLC, without costs against either party, and that Chrysler Group LLC is substituted as a defendant pursuant to the attached Consent Order and Stipulation of Substitution being filed simultaneously '1410?t KEVIN M. McKEON, ESQUIRE Attorney For Defendant Chrysler LLC n/k/a Old Carco LLC herewith. ALE CE 2009 SEP 14 P 2: 1 1 CUV1_ - *v? Y ? 6.J of MARSHALL DENNEHEY WARNER COLEMAN & GOGGIN BY: Kevin M. McKeon, Esquire I.D. No. 46446 1845 Walnut Street Philadelphia, PA 19103 (215) 575-2684 ocT ? I ?Ofl4 6 Attorney for Defendant: Chrysler LLC, n/k/a Old Carco LLC LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER, LLC, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA : NO. 08-4116 CONSENT ORDER AND STIPULATION OF SUBSTITUTION WHEREAS, on April 30, 2009 (the "Petition Date"), Old Carco LLC f/k/a Chrysler LLC ("Carco") and certain domestic direct and indirect subsidiaries (the "Debtors"), filed voluntary petitions for relief in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court") under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"), which cases are being jointly administered and which are pending before the Honorable Arthur J. Gonzalez as Case No. 09-50002 (AJG); and WHEREAS, pursuant to, and as a result of, such filing, Carco filed with this Court a Notice of Suggestion of Bankruptcy in accordance with Section 362 of the Bankruptcy Code which provides for an automatic stay of proceedings as against the Debtors; and WHEREAS, on June 1, 2009, the Bankruptcy Court issued an Order ("Sale Order") (I) Authorizing the sale to an entity now known as Chrysler Group LLC of substantially all of the Debtors' assets free and clear of all liens, claims, interests and encumbrances, (II) Authorizing 0101- the assumption and assignment of certain executory contracts and unexpired leases in connection therewith and related procedures, and (III) Granting related relief; and WHEREAS, Paragraph 19 of the Sale Order, provides as follows: Notwithstanding anything else contained herein or in the Purchase Agreement, in connection with the purchase of the Debtors' brands and related Purchased Assets, the Purchaser, from and after the Closing, will recognize, honor and pay liabilities under Lemon Laws for additional repairs, refunds, partial refunds (monetary damages) or replacement of a defective vehicle (including reasonable attorneys' fees, if any, required to be paid under such Lemon Laws and necessarily incurred in obtaining those remedies), and for any regulatory obligations under such Lemon Laws arising now, including but not limited to cases resolved prepetition or in the future, on vehicles manufactured by the Debtors in the five years prior to the Closing (without extending any statute of limitations provided under such Lemon Laws), but in any event not including punitive, exemplary, special, consequential or multiple damages or penalties and not including any claims for personal injury or other consequential damages that may be asserted in relationship to such vehicles under the Lemon Laws. As used herein, "Lemon Law" means a federal or state statute, including, but not limited to, claims under the Magnuson-Moss Warranty Act based on or in conjunction with a state breach of warranty claim, requiring a manufacturer to provide a consumer remedy when the manufacturer is unable to conform the vehicle to the warranty after a reasonable number of attempts as defined in the applicable statute. In connection with the foregoing, the Purchaser has agreed to continue addressing Lemon Law claims (to the extent that they are Assumed Liabilities) using the same or substantially similar procedural mechanisms previously utilized by the Debtors WHEREAS, by motion dated June 30, 2009, the Debtors moved the Bankruptcy Court for an Order approving certain procedures to assist in effectuating the terms of Paragraph 19 (the "Lemon Law Provision") of the Sale Order; and WHEREAS, by order dated July 16, 2009, the Bankruptcy Court granted the Debtor's motion ("Lemon Law Order"). NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED BY AND BETWEEN COUNSEL FOR THE PARTIES HERETO, THE FOLLOWING: 1. Chrysler Group LLC shall be substituted as a defendant in the instant action in place and stead of Carco and the Debtors that are parties to this action. 1' 2. Simultaneously with the substitution of Chrysler Group LLC as the defendant herein, the Parties shall execute a Stipulation of Dismissal without prejudice as against Carco and the Debtors that are parties to this action (Stipulation of Dismissal, Exhibit "A"). I Plaintiffs affirmatively state that notwithstanding the causes of action or counts asserted in the complaint herein as against Carco and the Debtors, Plaintiff shall pursue herein only Assumed Lemon Law Liabilities as set forth in Paragraph 19 of the Sale Order against Chrysler Group LLC and agree that any additional liabilities will be pursued (if at all) only by filing a proof of claim in the Bankruptcy Court as against Carco in accordance with the terms of the Lemon Law Order. 4. The caption of the action hereby is amended to read: LISA R. & JAMES C. BRASHER, IN THE COURT OF COMMON PLEAS Plaintiffs, CUMBERLAND COUNTY V. CHRYSLER GROUP LLC NO.: 08-4116 Defendant. : 5. Chrysler Group LLC and the Debtors that are parties to this action shall have 20 days from the date this stipulation is entered as an order of the court to answer, move or otherwise respond if necessary, to the complaint previously served by Plaintiff upon Carco. 6. The parties shall have 30 days from the date this stipulation is entered as an order of the court to answer or otherwise respond to any outstanding unanswered written discovery (including, notices to, or requests for, admission) previously served. 7. The parties agree to submit this stipulation to the court and jointly request that the court enter it as an order. Dated: vania 2009 i i r Dated: Philadelphia, Pennsylvania ?2? , 2009 Jylseph K. Uo rg, Esquire Attorney for P14intiffs, Lisa R. & James C. Bras 2080 Linglestown Roa uite 106 Harrisburg, Pennsylvania 717-703-3600 Dated: Philadelphia, Pennsylvania S/fir , 2009 MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN By:. b4 Ad ?4 x Kevin . McKeon, Esquire Attorney for Original Defendant, Chrysler LLC, n/k/a Old Carco LLC 1845 Walnut Street Philadelphia, PA 19103 215-575-2684 MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN z -t?: By: / '4 ` Kevin M. cKeon, Esquire Attorney for Substituted Party, Chrysler Group LLC 1845 Walnut Street Philadelphia, PA 19103 215-575-2684 I' "So Ordered" Gam'' Z-3? 2,0-01 r AW j K. At NO-44UD J9+41 J . aa&419e? Cop 1'eS .-nad Lccc lo??a?o4 ?i? GAF THE FPCHONDMAY 2009 OCT 23 Ph 2: 22 CLA W;4? Plaintiff G1?.r• ?- s-o 1..1..?- 'Defendant In The Court of Common Pleas of Cumberland County, Pennsylvania No. 67 -Ml t to Civil Action -- Law. Oath We do solemnly swear (or affirm) that we will support, obey and defend the Constitution of the United States and the Constitution of this Commonwealth and that we will discharge the duties of our office with fidelity. 16? r Si;nature L Via, Name (Chairman) Law Firm i q h.We4- Sow S* Address 'T' I V13 City, Zip Si re (;ew4L C??s z '-S Name Law Firm Y s- 3 -,6-a C/I Address ?'?fLc L-? 16 , 4A City, Zip Award Signature Name Law Firm s?- -3 u " Address G,rl,sl OA- 17013 City, Zip We, the undersigned arbitrators, having been duly appointed and sworn (or affirmed), make the following award: (Note: If damages for delay are awarded, they shall be separately stated.) ?G ? ,.ti 7 ??? n??Ut(?- ?v#'" P?:4 ?,?r7"?f??S,?.iS,4- ?- ?`?a?€'? ?52?'_ t <<t ot.?1 ?a,? 1 ?. 3St? !RArbitrator, dissents. (Insert name if applicable.) Date of Hearing: 2_1(i2 Date of Award: 7.1Z-1 1 2 Notice of Entry of Award Now, the ! day of -L 20/- - , at °?C?`? .M., the above award was entered upon the docket and notice thereof g Ken by mail to the parties or their attorneys. Arbitrators' compensation to be paid upon appeal: S -1A;'-S'6 1) -?? By Prothonotary Deputy M dw- \A e? 12' F c.B 7 PN 2, u w;UMBE-BLAND GOUNT`f PENNSYLVANIA ?d? L MARSHALL, DENNEHEY, WARNER, N T A TTORNEY FOR: DEFENDANT COLEMAN & GOGGIN H AR 26 Fri 4* (WRYSLER GROUP LLC BY: KEVIN M. MCKEON, ESQU IDENTIFICATION NO.: 46446 c lij•IBERL AND COUNTY 1845 WALNUT STREET- 21 IT FLWREHNSYLVAN1A PHILADELPHIA, PA 19103 (215) 575-2684 .............................................................................. 1 LISA R. BRASHER AND JAMES C. BRASHER, Plaintiffs, V. CHRYSLER GROUP LLC, Defendant. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PENNSYLVANIA NO. 08-4116 NOTICE OF APPEAL FROM AWARD OF BOARD OF ARBITRATORS AND DEMAND FOR NON-JURY TRIAL TO THE PROTHONOTARY: Notice is hereby given that Defendant, Chrysler Group LLC, appeals from the award of the board of arbitrators entered in this case on February 27, 2012. I hereby certify that: X The compensation of the arbitrators has been paid. Application has been made for permission to proceed in forma pauperis. X Defendant demands a trial by non jury. Respectfully submitted, Date: 03/23/2012 MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: 2l%( Kevin M. McKeon, Esquire Attorney for Defendant V? a?? Plaintiff G1,?r-? s1 max- C roves 1--U-c Defendant In The Court of Common Pleas of Cumberland County, Pennsylvania No. 67 - * l c Civil Action - Law. Oath We do solemnly swear (or affirm) that we will support, obey and defend the Constitution of the United States and the Constitution of this Commonwealth and that we will discharge the duties of our office with fidelity. Signature ?- Name (Chairman) Law Firm AL We.* 4 ztN S'?' Address jv?r\mNe. 0013 City, Zip 1 Si re G? rl,?G ?S?z??ctsS Name Law Finn Address (i4aL-14L c , VA tad r ?j City, Zip Award Signature Aj(,L,,.l -S. 1?l?..?e Name Law Firm Pun. V Address OA 17013 City, Zip We, the undersigned arbitrators, having been duly appointed and sworn (or affirmed), make the following award: (Note: If damages for delay are awarded, they shall be separately stated.) K) c- ar-, F??c rl " P? 4 ,N-Z'? S 1.1 S i4- Sfl E? 2,4-? C Date of Hearing: 2421 A %-L Date of Award: ZI Z'? 1 2 ___ to Notice of Entry of Award trator, dissents. (Insert name if applicable.) Now, the ?D-7 day of h d 2,L , 20/o-7- , at , /0 .M., the above award was entered upon the docket and notice thereof g Ken by mail to the parties or their attorneys. Arbitrators' compensation to be paid upon appeal: $ "1141-0 TRUE C D Deputy ProthonotV14stimony whereof, I here unto set my hand and th smeal of said at Carlisle, Pa. This.2,_day of.14- 20 Prothon CERTIFICATE OF SERVICE I, Kevin M. McKeon, Esquire, hereby certify that I am the attorney for the Defendant, Chrysler Group LLC, in the within action; that I am duly authorized to make this certification, and that on the below indicated date, I did cause a true and correct copy of my Notice of Appeal to be forwarded via U.S. Postal Mail: Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 MARSHALL, DENNEHEY, WARNER, COLEMAN & GOGGIN BY: KEVIN M. Mc ON, ESQUIRE Attorney for Defendant, Chrysler Group LLC Date: 03/23/2012 ~~~~.. i..i, , PRAECIPE FOR LISTING CASE FOR NON JURY TRIAL a • ; ";) , • ~ ~~ (Must be typewritten and submitted in triplicate) ~ '---~-, ~ i-~i~~ ~ ' 'C^, y tr,"~,4~s~,~~E TO THE PROTHONOTARY OF CUMBERLAND COUNTY Please list the following case for a TRIAL WITHOUT A JURY. ----------------------------------------------------------------------------------------------------------------------------- -- CAPTION OF CASE jentire caption must be stated in fulll (check one) ^ Civil Action -Law ^^ Appeal from arbitration Lisa R. Brasher and James C. Brasher (other) (Plaintiff) No. 08-4116 Civil Term vs. Chrysler Group, LLC (Defendant) vs. Indicate the attorney who will try case for the party who files this praecipe: Joseph K. Goldberg for Lisa and James Brasher Indicate trial counsel for other parties if known: Kevin M. McKeon for Chrysler Group, LLC This case is ready for trial. Date: November 19, 2012 ~~ ~ ~ ~ ~' S ~ b~, ~.~ a 3 Signed Print N e: os h K. Gold Attorney for: Plaintiffs CERTIFICATE OF SERVICE I, the undersigned, hereby certify that on the ~ day of /~/N~~l~ , 2012, served a copy of the foregoing Praecipe for Listing Case for Non Jury Trial, by first- class mail, postage prepaid, upon the following: Kevin M. McKeon, Esquire Marshall, Dennehey, Warner, Coleman & Goggin 23~d Floor 2000 Market Street Philadelphia, PA 19103 Attorney for Defendant LISA R. BRASHER & JAMES C. BRASHER, PLAINTIFF V. CHRYSLER GROUP, LLC. DEFENDANT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-4116 CIVIL ORDER OF COURT r3 "+"~ .~ l rya a ~ ':`i -." ''T ~ i T~ C 6""' N ~- C: ~ ~; r... ~' -'n a~Q "t] ~T, `~ •-- = ~ ~ c. AND NOW, this 29`h day of November, 2012, the non-jury trial in the above referenced case has been assigned to this Court. Prior to setting an actual trial date, IT IS HEREBY ORDERED AND DIRECTED that the parties in this case file a pre-trial memorandum with the Court on or before December 31, 2012, in the following format: I. A concise statement of factual issues to be decided at trial. II. A list of witnesses the party intends to call at trial along with a concise statement of their anticipated testimony. III. A list of all exhibits each party anticipates presenting at trial. IV. A statement of any legal issues each party anticipates being raised at trial along with copies of any cases which may be relevant to resolution of the stated issue. V. An estimate of the anticipated time needed for the party to present its case. Upon receipt and review of these memorandums, the Court will set a trial date for this case. By the Court, ~~ M. L. Ebert, Jr., ~ ~ J. / Joseph K. Goldberg, Esquire ~ ~ g~ Attorney for Plaintiffs //)~ __ Ma ~ l~'ies ~~ '~ Kevin M. Mc eon, squire ~~ aal I D~ Attorney for Defendant bas LISA R. BRASHER & JAMES C. BRASHER, PLAINTIFF V. CHRYSLER GROUP, LLC. DEFENDANT IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 08-4116 CIVIL ORDER OF COURT ~y u~~rrJ ice". T`..~ (gin-7 ~~~ i }~ .~ ~7 ~~ ~ T~ r' ~ C'" N ~= -~ -., ~ y ~ r ,a r~~ :..~ ~ T , AND NOW, this 29'h day of November, 2012, the non-jury trial in the above referenced case has been assigned to this Court. Prior to setting an actual trial date, IT IS HEREBY ORDERED AND DIRECTED that the parties in this case file a pre-trial memorandum with the Court on or before December 31, 2012, in the following format: I. A concise statement of factual issues to be decided at trial. II. A list of witnesses the party intends to call at trial along with a concise statement of their anticipated testimony. III. A list of all exhibits each party anticipates presenting at trial. IV. A statement of any legal issues each party anticipates being raised at trial along with copies of any cases which may be relevant to resolution of the stated issue. V. An estimate of the anticipated time needed for the party to present its case. Upon receipt and review of these memorandums, the Court will set a trial date for this case. By the Court, "~~ M. L. Ebert, Jr., ~/ ~ J. _, / Joseph K. Goldberg, Esquire ; ~ 8~ Attorney for Plaintiffs //II ~~ Ma (~P'es a Kevin M. McKeon, Esquire aa/1 Attorney for Defendant 1 ~ I ,D bas Joseph K. Goldberg, Esquire 2080 Linglestown Road, Suite 106 Harrisburg, PA 17110 (717) 703-3600 jgoldberggssbc-law. com PA ID #46782 pi? "I LJ L kJ IN THE COURT OF COMMON PLEAS, CUMBERLAND COUNTY, PENNSYLVANIA LISA R. BRASHER and JAMES C BRASHER, Plaintiffs V. CHRYSLER, LLC, Defendants CIVIL TERM (LAW) NO. 08-4116 CIVIL JURY TRIAL DEMANDED PLAINTIFFS' REPLY TO DEFENDANT'S RESPONSE TO PLAINTIFFS' MOTION IN LIMINE Plaintiffs, by and through their attorney, Joseph K. Goldberg, file this Reply to the response of Defendant to Plaintiffs' Motion in Limine, as follows': 1. Plaintiffs filed a Motion in Limine to exclude two defense witnesses and prevent the introduction of a video recording as an exhibit at trial. 2. Defendant failed to identify one expert witness at all in its discovery responses and did not provide Plaintiffs with an expert report, disclosure of the witness's opinion, basis therefore and qualifications, all of which were requested in discovery over four years ago. The second witness was identified in discovery as a non-expert witness, but was identified in Defendant's Pre-trial Memorandum as an expert. The exhibit contains audio commentary which includes impermissible expert 'In its Response, Defendant correctly notes that the Motion contains a cite to Pa. R.C.P. No. 4018, which has been rescinded. The citation should have been to Pa. R.C.P. No. 4019, the rule on sanctions. opinions. Chrysler Representative Kenneth Kase 3. In its Pre-trial Memorandum, Defendant identified Joseph Morton, a "Chrysler representative," as an expert, although it later notified Plaintiffs' counsel that he would be replaced at trial by Kenneth Kase. Prior to filing its Pre-trial Memorandum, Defendant had never disclosed that it intended to call a Chrysler representative as a witness, let alone identify any individual in that capacity. 4. Despite identifying an expert and providing information regarding opinions, factual bases and qualifications in responses to interrogatories as recently as September 27, 2012, Defendant never disclosed its intent to call a Chrysler representative as an expert or non-expert witness until filing the Pre-trial Memorandum. See Exhibit C to Defendant's Response to the Motion in Limine. 5. Defendant states in its Pre-trial Memorandum and its Response to Plaintiffs' Motion in Limine that the Chrysler representative "will be testifying with regard to documents and records which have already been produced in this lawsuit by Chrysler Group, LLC." Even if this disclosure could be considered timely, it is not responsive to Plaintiffs' Interrogatories, which were served on Plaintiff with the Complaint in July, 2008. Plaintiffs requested, and are entitled under Pa. R.C.P. No. 4003.5 to know, the opinions of each expert, the factual and other bases for the opinions and the expert's qualifications. Defendant has not provided this information. 6. Pa. R.C.P. No. 4003.5(b) provides that where a party has failed to identify an expert and the expert's opinions in response to an interrogatory requesting the same, the expert "shall not be permitted to testify on behalf of the defaulting party at 2 trial of the action." 7. Although Defendant now offers to permit Plaintiffs to take the deposition of such representative, Plaintiffs should not be required to incur the expense and expend the time to do so at this stage of the litigation, especially in the absence of any guidance as to the nature of the expert's opinions. Defendant provided 132 pages of documents from its records. Without knowing the expert's opinions, taking a deposition to learn of them would be nothing more than shooting in the dark - counsel would have no idea where the target is located. The expert's opinions based on the records could involve a multitude of items. The purpose of providing a report or disclosing the experts opinions and bases for them is so the opposing party is informed of the those without have to engage in discovery such as this. 8. Even if the Chrysler representative's testimony will not truly be expert testimony, Plaintiffs' discovery requests from 2008 also sought information about non- expert witnesses and their expected testimony. In its response to that interrogatory, Defendant likewise never disclosed that a Chrysler representative would testify. 9. Defendant's only argument in support of its position that it should be permitted to call an undisclosed expert is essentially this: Plaintiffs' counsel should have known it would do so. That argument ignores the history of this case and the Rules of Civil Procedure. In the more than four years this case has been litigated, there has been no indication at all that a manufacturer's representative would testify. At the February 27, 2012, Arbitration Hearing in this case, Defendant did not bring an in-house representative to testify, even though it did bring a paid expert to testify about mechanical issues. In addition, the discovery rules required Defendant to make timely 3 disclosure of its intended witnesses. Defendant suggests that it can fail to comply with those rules without repercussion since the opposing party can guess who its witnesses will be. WHEREFORE, Plaintiffs respectfully request that the court grant their Motion in Limine and not permit Defendant to call a Chrysler representative as a witness in the trial of this case. Henry Gill 10. In discovery responses, Defendant identified Henry Gill as a non-expert witness who would testify about his making of a video exhibit; however, in its Pre-trial Memorandum, Defendant identified Mr. Gill as an expert. Now, in its Response to the Pre-trial Memorandum, Defendant's position is that Mr. Gill was incorrectly identified as an expert and will only testify as a non-expert, and will "testify as a lay opinion witness based on his background and experience." 11. Plaintiff has no objection to Mr. Gill testifying if his testimony is truly limited to that of a fact witness. He should not be permitted to provide opinions as to an engine sounding "normal" or making similar statements which are strictly within the province of an expert. A fact witness can only testify as to observations. 12. Pa. R.E. 701 restricts lay opinion testimony so that it cannot include opinions based on scientific, technical, or other specialized knowledge. According to Defendant's Response #2 in its supplemental responses to Interrogatories - which are Exhibit C to Defendant's Response to the Motion in Limine - Mr. Gill will testify that "any characteristics or `noises' emanating from [the two vehicles] are similar," and "that the sounds that are found or heard on the videotape are normal for the subject engine." 4 That is not lay opinion. Those opinions are necessarily based on scientific, technical or other specialized knowledge, making them inadmissible under Pa. R.E. 701 when stated by a non-expert. 13. As with the Chrysler representative, Defendant has not provided discovery responses about Mr. Gill which properly disclose the opinions, factual bases and qualifications requested. Mr. Gill has testified as an expert on behalf of Defendant for many years. See DiVigenze v. Chrysler Corp., 785 A.2d 37, 50 (N.J. Super. Ct. 2001); Stabile v. DaimlerChryslerCorp., No. A-4579-05T3A (N.J. Super. Ct. April 11, 2007). It is naive to believe he will testify simply as a lay witness at this trial. WHEREFORE, Plaintiffs respectfully request that the court disallow expert testimony from Henry Gill, and restrict his testimony to non-expert matters disclosed by Defendant in its responses to Plaintiffs' discovery requests. Video Tape Exhibit 14. The video tape at issue is a recording made by Mr. Gill with audio of an engine running in a car that Defendant asserts is similar to Plaintiffs.' 15. The audio portion of the tape contains commentary by Mr. Gill which includes his opinions comparing the engine sound of the car to that of other similar vehicles, and as to the sound being "normal." 16. Those are expert opinions and not lay testimony. Mr. Gill, as a lay witness, cannot testify to those matters. 17. In addition, the statements in the tape are hearsay and, for that reason, not admissible. Pa. R.E. 802, 3. 18. Any use of the tape should be restricted so that the statements made 5 46 within it are excluded. WHEREFORE, Plaintiffs respectfully request the court disallow the use and admission of the video tape, or, alternatively, to restrict admissibility to those portions of the tape which do not contain hearsay statements by Mr. Gill. Date: Respectfully submitted, oldberg, J ,Attorney ID No. 44 19 2080 Linglesto of Harrisburg, 17110 (717)703-3600 Attorney for Plaintiffs , Suite 106 6 i CERTIFICATE OF SERVICE the undersigned, hereby certify that on the d/day of ??N? , 2013, served a copy of the foregoing Plaintiffs' Reply to Defendant's Response to Plaintiffs Motion in Limine, by first-class mail, postage prepaid, upon the following: Kevin M. McKeon, Esquire Marshall, Dennehey, Warner, Coleman & Goggin 23' Floor 2000 Market Street Philadelphia, PA 19103 Attorney for Defendant tkeii ' �x4 �•�. �° .ant LISA R. BRASHER & IN THE COURT OF COMMON PLEAS OF JAMES C. BRASHER, CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF V. CHRYSLER GROUP, LLC. DEFENDANT NO. 08-4116 CIVIL IN RE: PLAINTIFFS' MOTION IN LIMINE ORDER OF COURT AND NOW, this 1 st day of April, 2013, upon consideration of Plaintiff's Motion in Limine, Defendant's Response thereto, the legal memorandums filed by the Parties and after oral argument, IT IS HEREBY ORDERED AND DIRECTED that: 1. Chrysler representatives, Joseph Morton or Kenneth Kase (only one will be allowed)will be allowed to testify in the trial of this matter regarding documents and records relating to Chrysler Group, LLC's practices and procedures in responding to consumer complaints in general and the Plaintiffs' complaint herein. Accordingly, Plaintiffs Motion in Limine to Exclude the testimony of Morton and/or Kase is DENIED. 2. The Court finds that Henry Gill's testimony as to "characteristics and noises emanating from various vehicle engines" is expert testimony and as such Henry Gill will not be permitted to testify as an expert witness and the video tape prepared by Henry Gill will not be admitted in evidence at trial. Accordingly, Plaintiffs' Motion in Limine regarding Henry Gill and the video tape identified as exhibit#15 in Defendant's Pre-Trial Memorandum is GRANTED. By the Court, U%AA M. L. Ebert, Jr., J. Joseph K. Goldberg, Esquire Attorney for Plaintiffs V Kevin M. McKeon, Esquire Attorney for Defendant bas I C'6 Wa,mw 11411, LISA R. BRASHER & IN THE COURT OF COMMON PLEAS OF JAMES C. BRASHER, CUMBERLAND COUNTY, PENNSYLVANIA PLAINTIFF V. CHRYSLER GROUP, LLC. DEFENDANT NO. 08-4116 CIVIL IN RE: DEFENDANT'S MOTION IN LIMINE ORDER OF COURT AND NOW, this 1st day of April, 2013, upon consideration of Defendant's Motion in Limine, Plaintiffs Response thereto, the legal memorandums filed by the Parties and after oral argument, IT IS HEREBY ORDERED AND DIRECTED that Defendant's Motion in Limine is DENIED. J. Kenneth Belli will be permitted to testify as an expert regarding his opinion of the value of the Plaintiff's 2007 Dodge Charger SXT AWD. By the Court, M. L. Ebert, Jr., J. C-5 rn 1/Joseph K. Goldberg, Esquire Wr::0 -<> Attorney for Plaintiffs VlNVA1,kSNN3d nviNmwno t/' Kevin M. McKeon, Esquire Attorney for Defendant L4 :C Wd � ` bas J J {d(-11-IlUd 141 .-1-1 �4 Q 4