case 8:12-bk-22808-sc doc 942 filed 02/14/13 …please take notice that american suzuki motor...

This form is mandatory. It has been approved for use in the United States Bankruptcy Court for the Central District of California.

December 2012 F 9013-1.2.NO.HEARING.DEC DOCS_LA:264211.1 12832/002

Attorney or Party Name, Address, Telephone & FAX Nos., State Bar No. & Email Address

FOR COURT USE ONLY

Richard M. Pachulski (CA Bar No. 90073) James I. Stang (CA Bar No. 94435) Dean A. Ziehl (CA Bar No. 84529) Linda F. Cantor (CA Bar No. 153762) Debra I. Grassgreen (CA Bar No. 169978) Shirley S. Cho (CA Bar No. 192616) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067 Telephone: 310/277-6910 Facsimile: 310/201-0760

Movant(s) appearing without an attorney Attorney for Movant(s) American Suzuki Motor Corporation

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA – SANTA ANA DIVISION

In re: American Suzuki Motor Corporation,

CASE NO.: 8:12-bk-22808-SC

CHAPTER: 11

DECLARATION RE: ENTRY OF ORDER WITHOUT HEARING PURSUANT TO

LBR 9013-1(o)

[No Hearing Required] Debtor(s).

1. I am the Movant(s) or attorney for Movant(s) or employed by attorney for Movant(s).

2. On: January 30, 2013 Movant(s) filed a motion entitled:Notice of Motion and Motion for Order (I) Authorizing Debtor to Enter into Settlement of

Claims Agreement with Siltanen, Inc. and (II) Granting Related Relief; Memorandum of Points and Authorities; Supporting Declaration [docket no. 822]

3. A copy of the motion and notice of motion is attached hereto.

4. On January 30, 2013 , Movant(s) served a copy of the notice of motion or the motion and notice of motion on required parties using the method(s) identified on the Proof of Service of the notice of motion.

5. Pursuant to LBR 9013-1(o), the notice of motion provides that the deadline for filing and serving a written response and request for a hearing is 14 days after the date of service of the notice of motion, plus 3 additional days if served by mail, electronically, or pursuant to F.R.Civ.P. 5(b)(2)(D), (E), or (F).

6. More than 14 days have passed since Movant(s) served the notice of motion.

7. I have checked the docket for this bankruptcy case and/or adversary proceeding, and no response and request for hearing has been timely filed.

Case 8:12-bk-22808-SC Doc 942 Filed 02/14/13 Entered 02/14/13 14:04:06 Desc Main Document Page 1 of 62


December 2012 F 9013-1.2.NO.HEARING.DEC DOCS_LA:264211.1 12832/002

8. No response and request for hearing has been timely served on Movant(s) at the street address, email address, or facsimile number specified in the notice of motion.

9. Based upon the foregoing, and pursuant to LBR 9013-1(o), a hearing is not required.

10. A proposed order on the motion has been lodged concurrent with the filing of this declaration. A copy of the proposed order has been served upon the judge pursuant to LBR 5005-2(d) and the Court Manual, together with a LOU confirmation receipt if the order was lodged electronically. Pursuant to LBR 9021-1(b)(2) and the Court Manual, if self-addressed, stamped envelopes are required, they were also included with the proposed order.

WHEREFORE, Movant(s) requests that the motion be granted and an order be entered without a hearing on the motion.

I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

Date: February 14, 2013 /s/Shirley S. Cho Signature

Shirley S. Cho Printed name


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Richard M. Pachulski (CA Bar No. 90073)James I. Stang (CA Bar No. 94435) Dean A. Ziehl (CA Bar No. 84529) Linda F. Cantor (CA Bar No. 153762) Debra I. Grassgreen (CA Bar No. 169978) Shirley S. Cho (CA Bar No. 192616) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Fl. Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: [email protected]

[email protected] [email protected] [email protected]

[email protected] [email protected] Attorneys for Debtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURT

CENTRAL DISTRICT OF CALIFORNIA

SANTA ANA DIVISION In re: American Suzuki Motor Corporation,1

Debtor.

Case No.: 8:12-bk-22808-SC Chapter 11 NOTICE OF MOTION AND MOTION FOR ORDER (I) AUTHORIZING DEBTOR TO ENTER INTO SETTLEMENT OF CLAIMS AGREEMENT WITH SILTANEN, INC. AND (II) GRANTING RELATED RELIEF; MEMORANDUM OF POINTS AND AUTHORITIES; SUPPORTING DECLARATION [No Hearing Required Unless Requested Pursuant to Local Bankruptcy Rule 9013-1]

TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE, THE DEBTOR’S PREPETITION AND POSTPETITION SECURED LENDER, COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, THE OFFICE OF THE UNITED STATES TRUSTEE, AND PARTIES REQUESTING SPECIAL NOTICE:

1The last four digits of the Debtor’s federal tax identification number are (8739). The Debtor’s address is: 3251 East Imperial Highway, Brea, CA 92821.


Case 8:12-bk-22808-SC Doc 942 Filed 02/14/13 Entered 02/14/13 14:04:06 Desc Main Document of 62

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PLEASE TAKE NOTICE that American Suzuki Motor Corporation, the above-captioned

debtor and debtor in possession (the “Debtor”), hereby moves this Court for entry of an order,

pursuant to sections 105(a), 363(b), 365(a), 502 of title 11 of the United States Code (the

“Bankruptcy Code”), Rules 3007 and 9019 of the Federal Rules of Bankruptcy Procedure (the

“Bankruptcy Rules”): (i) authorizing the Debtor to enter into the "Settlement of Claims Agreement"

attached hereto with Siltanen, Inc., d/b/a Siltanen & Partners Advertising (“Siltanen”); (ii)

approving the allowance of Siltanen’s claim in the agreed amount set forth in its Settlement of

Claims Agreement; (iii) rejecting the Siltanen agreements pursuant to the terms of the Settlement of

Claims Agreement; and (iv) granting related relief as described herein and in the Memorandum of

Points and Authorities in support hereof.

PLEASE TAKE FURTHER NOTICE that this Motion is based on the annexed

Memorandum of Points and Authorities and exhibits, the annexed Declaration of M. Freddie Reiss

in support of Motion, the arguments of counsel, and other admissible evidence properly before the

Court at or prior to the hearing on this Motion.

PLEASE TAKE FURTHER NOTICE that the Debtor will serve this Notice and Motion

and the attached Memorandum of Points and Authorities on: (a) the Office of the United States

Trustee; (b) counsel for the Official Committee of Unsecured Creditors; (c) counsel to Suzuki Motor

Corporation (“SMC”), the Debtor’s prepetition and postpetition lender; (d) Siltanen and its counsel

and (e) the parties that file with the Court requests for notice of all matters in accordance with

Bankruptcy Rule 2002.

PLEASE TAKE FURTHER NOTICE that Local Bankruptcy Rule 9013-1(o)(1) requires

that any response to the Motion be filed with the Bankruptcy Court and served upon counsel for the

Debtor and the United States Trustee within fourteen (14) days after the date of service of this

Notice of Motion and Motion. Pursuant to Local Bankruptcy Rule 9013-1(h), the failure to timely

file and serve a written response may be deemed by the Court to be consent to the granting of the

relief requested in the Motion.



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WHEREFORE, the Debtor respectfully requests that the Court grant this Motion and enter

an Order substantially in the form attached as Exhibit A hereto (i) authorizing the Debtor to enter

into the Settlement of Claims Agreement with Siltanen; (ii) allowing Siltanen’s claims in the Other

Settling Creditor Liquidated Claim (as defined below) amount as set forth in the Settlement of

Claims Agreement for all purposes associated with this case; (iv) authorizing distributions by the

Debtor on account of the participation payment made by SMC to Siltanen to be remitted directly to

SMC or its designee by the Debtor as provided in the Participation Agreement (as defined below);

and (v) granting the Debtor such other relief as the Court deems necessary and appropriate.

Dated: January 30, 2013 PACHULSKI STANG ZIEHL & JONES LLP

By: /s/ Shirley S. Cho Richard M. Pachulski James I. Stang Dean A. Ziehl Linda F. Cantor Debra I. Grassgreen Shirley S. Cho Attorneys for Debtor and Debtor in Possession



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MEMORANDUM OF POINTS AND AUTHORITIES

American Suzuki Motor Corporation, the above-captioned debtor and debtor in possession

(the “Debtor”), hereby files this Memorandum of Points and Authorities in support of Motion For

Order (I) Authorizing Debtor To Enter Into Settlement of Claims Agreement with Siltanen, Inc. and

(II) Granting Related Relief and respectively represents as follows:

I.

INTRODUCTION

By this Motion, the Debtor seeks approval to enter into the Settlement of Claims Agreement

with Siltanen attached hereto as Exhibit B. Siltanen provided advertising related services to the

Debtor in connection with the Debtor’s automobile division. Siltanen filed proof of claim number

404 in the amount of $2,572,355.68 against the estate on an unsecured and administrative priority

basis for amounts it claimed was outstanding under various pre-petition service and fee agreements

between the parties as identified more specifically in the Settlement of Claims Agreement (the “Pre-

Petition Agreements”). Under the Settlement of Claims Agreement, the parties have agreed to a

consensual liquidation of Siltanen’s contested claim for $1,500,000 as a general unsecured claim,

which represents a significant reduction in the amount of the asserted, as well as the consensual

termination and rejection of the Pre-Petition Agreements. Without such resolution, the Debtor

believes that the estate would have been subjected to time-consuming and expensive contested

litigation on the amount of Siltanen’s claim.

II.

RELIEF REQUESTED

By this Motion, the Debtor seeks entry of an Order in the form attached as Exhibit A hereto

(i) authorizing the Debtor to enter into the Settlement of Claims Agreement with Siltanen; (ii)

allowing the consensual claim in the Other Settling Creditor Liquidated Claim amount as set forth in

the Settlement of Claims Agreement for all purposes associated with this case in the amount of

$1,500,000 as a general unsecured claim; (iii) authorizing the Debtor to reject the Pre-Petition

Agreements with Siltanen effective as of the date of entry of an order approving this Motion; and

(iv) authorizing distributions by the Debtor on account of the participation payment made by SMC to



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Siltanen to be remitted directly by the Debtor to SMC or its designee pursuant to the terms of the

Participation Agreement.

Approval of this Motion will help minimize the expense, delay and uncertainty in the claims

objection and settlement process, which, in turn, will help conserve the resources of the Court and

the Debtor’s estate and aid confirmation. As such, the Debtor submits that the Motion should be

granted pursuant to sections 105(a), 363(b) of the Bankruptcy Code and Bankruptcy Rules 3007 and

9019.

III.

SETTLEMENT OF CLAIMS AGREEMENT AND PARTICIPATION AGREEMENT1

The Debtor has entered into the Settlement of Claims Agreement with Siltanen, subject to

Bankruptcy Court Approval, resolving Siltanen’s contested litigation claim against the estate. In

addition, Siltanen and SMC are parties to a "Participation Agreement", also summarized below.

A. Settlement of Claims Agreement

The Settlement of Claims Agreement is a two party agreement between the Debtor and

Siltanen. The key terms of the Settlement of Claims Agreement are:

Liquidation of Siltanen’s claim in the amount set forth in the Settlement of Claims

Agreement or $1,500,000 (the “Other Settling Creditor Liquidated Claim”) for all

purposes associated with the case, the Debtor's Third Amended Plan of Liquidation

Under Chapter 11 of the Bankruptcy Code (as it may be amended, the “Plan”)

(including voting of the claim by Siltanen), and distribution under the Plan, with the

Other Settling Creditor Liquidated Claim calculated by considering the disputed

amount owed to Siltanen under various allegations that have been made.

In consideration of the Other Settling Creditor Liquidated Claim, Siltanen provides a

release of ASMC and other Released Parties as defined in the Settlement of Claims

Agreements from all claims.

1The summaries of the Settlement of Claims Agreement and Participation Agreement below are provided for illustrative purposes only and are qualified in their entirety by the underlying documents.



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Siltanen has agreed upon the termination date of the Pre-Petition Agreements to be

November 7, 2012.

The Debtor has agreed to withdraw its motion to reject the Pre-Petition Agreements

previously filed, as such rejection is encompassed in the Settlement of Claims

Agreement. The parties have agreed that the Pre-Petition agreements will be rejected

effective as of the date of entry of the order approving this Motion.

B. Participation Agreement

The Participation Agreement is a two party agreement between SMC (or its designee) and

Siltanen, and is attached hereto as Exhibit C. The key terms of the Participation Agreement are:

SMC (or its designee) will (a) pay a Participation Payment (as defined in the

Participation Agreement) to Siltanen equal to approximately 50% of the Other

Settling Creditor Liquidated Claim and (b) will agree to voluntarily subordinate its

prepetition secured claim to the Other Settling Creditor Liquidated Claim as provided

in the Participation Agreement for Siltanen.

Siltanen agrees to provide a general release to SMC and other related parties (the

“Claimant Release”) upon the Closing Date (as defined in the Participation

Agreement) and payment of the Participation Payment. The Claimant Release will

cover any and all claims, known or unknown, accruing prior to the Closing Date,

against SMC, all of its subsidiaries and affiliates, and all of their respective present

and former officers, directors, managers, employees, professionals, advisors and other

agents (with the Debtor expressly excluded from the release).

In exchange for the payment and other consideration set forth in the Participation

Agreement, SMC (or its designee) will be entitled to receive all distributions payable

from the estate, whether under a plan of reorganization or otherwise, on account of

the Other Settling Creditor Liquidated Claim after Siltanen receives the difference

between the Other Settling Creditor Liquidated Claim and the Participation Payment.

Pursuant to the Participation Agreement, Siltanen has instructed the Debtor to pay the



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distribution to SMC (or its designee) directly. By this Motion, the Debtor requests

authority to make such payment directly to SMC (or its designee).

IV.

ARGUMENT

A. Entry Into the Settlement of Claims Agreement Is In the Best Interests of the Estate

Approval of the Settlement of Claims Agreement is critical to the Debtor’s Plan confirmation

efforts and the Debtor’s efforts to preserve the going concern value of its estate. The bankruptcy

court’s central inquiry of whether to approve the relief requested herein and the related use of estate

assets are “fair and equitable” and are in the best interests of the estate. See, e.g., Protective Comm.

for Indep. Stockholders of TMT Trailer Ferry, Inc. v. Anderson, 390 U.S. 414, 424 (1968) (noting

that “[c]ompromises are a ‘normal part of the process of reorganization,’” and holding that in

determining whether a settlement is in the best interests of the estate, the court considers whether the

settlement is “fair and equitable”) (citation omitted).

The Ninth Circuit has held, consistent with TMT Trailer, that in deciding whether a proposed

settlement agreement meets the requisite standards of fairness, equity, and reasonableness, the court

should consider the paramount interest of creditors and offer a proper deference to their reasonable

views. See Martin v. Kane (In re A&C Properties), 784 F.2d 1377, 1381 (9th Cir. 1986); accord

CAM/RPC Electronics v. Robertson (In re MGS Marketing), 111 B.R. 264, 267 (BAP 9th Cir. 1990).

A court’s role in approving any settlement under Rule 9019 is “limited.” In re Pacific Gas & Elec.,

304 B.R. 395, 416-17 (Bankr. N.D. Cal. 2004). A court should not substitute its own judgment for

the judgment of a trustee or the debtor. See In re Carla Leather, Inc., 44 B.R. 457, 465 (Bankr.

S.D.N.Y. 1984), aff’d, 50 B.R. 764 (S.D.N.Y. 1985). Further, a court, in reviewing a proposed

settlement, is not “to decide the numerous questions of law and fact . . . but rather to canvass the

issues and see whether the settlement falls below the lowest point in the range of reasonableness.”

Cosoff v. Rodman (In re W.T. Grant & Co.), 699 F.2d 599, 608 (2d Cir. 1983); Pacific Gas & Elec.,

304 B.R. at 417 (this court need only find that the settlement was negotiated in good faith and is

reasonable, fair and equitable”).



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In A&C Properties, the Ninth Circuit set forth four factors courts must consider in

determining whether a settlement agreement is fair, reasonable and adequate:

(1) Probability of success in the litigation;

(2) Difficulties, if any, to be encountered in the matter of collection;

(3) Complexity of litigation involved and the expense, inconvenience, and delay;

and

(4) Paramount interest of creditors and a proper deference to their reasonable

views.

A&C Properties, 784 F.2d at 1381.

The Debtor believes that absent settlement, litigating Siltanen’s claim would be time

consuming, factually intensive, and very costly. The proposed allowed general unsecured claim

represents the product of extensive arms-length negotiation in good faith between the Debtor and

Siltanen. Overall, the amount agreed to in the Settlement of Claims Agreement represents a

significant reduction in the size of the asserted proof of claim by Siltanen. The settlement amount is

based on the judgment of the Debtor upon consideration of (a) the probability of success if the claim

is litigated or arbitrated; (b) the complexity, expense and likely duration of any litigation or

arbitration with respect to such claim; (c) other factors relevant to assessing the wisdom of the

settlement; and (d) the fairness of the settlement vis-à-vis the Debtor’s estate and creditors.

Accordingly, the Debtor submits that the settlement should be approved as a sound exercise of the

Debtor’s business judgment under section 363(b) of the Bankruptcy Code and Bankruptcy Rule

9019.

B. Rejection of the Pre-Petition Agreements Is Within the Debtor’s Sound Business

Judgment

Pursuant to the terms of the Settlement of Claims Agreement, the parties have stipulated that

the Pre-Petition Agreements terminated on November 7, 2012. In an abundance of caution, to the

extent that the Pre-Petition Agreements were still in effect as of the Petition Date, the Debtor seeks

rejection of the Pre-Petition Agreements under section 365(a) of the Bankruptcy Code.



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Section 365(a) of the Bankruptcy Code provides that a debtor in possession, “subject to the

court’s approval, may assume or reject any executory contract or unexpired lease of the debtor.” 11

U.S.C. § 365(a). This provision allows a debtor in possession “to relieve the bankruptcy estate of

burdensome agreements which have not been completely performed.” Stewart Title Guar. Co. v.

Old Republic Nat’l Title Co., 83 F.3d 735, 741 (5th Cir. 1996) (citing In re Muerexco Petroleum,

Inc., 15 F.3d 60, 62 (5th Cir. 1994)). The standard applied to determine whether the rejection of an

executory contract should be authorized is the “business judgment” standard. See In re Taylor, 913

F.2d 102 (3rd Cir. 1990); NLRB v. Bildisco (In re Bildisco), 682 F.2d 72, 79 (3rd Cir. 1982) (“The

usual test for rejection of an executory contract is simply whether rejection would benefit the estate,

the ‘business judgment’ test”); In re Buckhead America Corp., 180 B.R. 83 (D. Del. 1995).

As the Bankruptcy Appellate Panel for the Ninth Circuit held in In re Chi-Feng Huang, 23

B.R. 798, 800 (B.A.P. 9th Cir. 1982), the Debtor may exercise its business judgment to reject

executory contracts that are no longer useful or necessary to the bankruptcy estate. The standard for

rejection is satisfied when a debtor has made a business determination that rejection will benefit the

estate. See Commercial Fin. Ltd. v. Haw. Dimensions, Inc. (In re Haw. Dimensions, Inc.), 47 B.R.

425, 427 (Bankr. D. Haw. 1985) (“[U]nder the business judgment test, a court should approve a

debtor’s proposed rejection if such rejection will benefit the estate.”). The business judgment

standard mandates that a court approve a debtor’s business decision unless the decision is in bad

faith, or results from whim or caprice. See Lubrizol Enters. v. Richmond Metal Finishes, 756 F.2d

1043, 1047 (4th Cir. 1980), cert. denied, 475 U.S. 1057 (1986). In applying the business judgment

standard, courts show great deference to the debtor’s decision to reject. See, e.g., In re First

Wellington Canyon Assocs., 1989 WL 106838, at *3 (N.D. Ill. Sept. 8, 1989) (“Under this test, the

debtor’s business judgment on whether to reject an executory contract must be accorded deference

unless shown that the bankrupt’s decision was taken in bad faith or in gross abuse of the bankrupt’s

retained discretion.”); Summit Land Co. v. Allen (In re Summit Land Co.), 13 B.R. 310, 315 (Bankr.

D. Utah 1981) (noting that, absent extraordinary circumstances, court approval of a debtor’s decision

to assume or reject an executory contract “should be granted as a matter of course”).



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The Pre-Petition Agreements relate to advertising services for the Debtor’s automobile

division that the Debtor no longer requires given that the Debtor is orderly winding down its

automobile division. Accordingly, rejection of any Pre-Petition Agreements with Siltanen should be

approved effective as of the date of entry of an order approving this Motion.

C. Honoring the Participation Agreement Is Within the Debtor’s Sound Business

Judgment

Pursuant to the Participation Agreement, Siltanen and SMC have agreed that SMC should

receive distributions from the Debtor after Siltanen receives the difference between the Other

Settling Creditor Liquidated Claim and the Participation Payment in order to reimburse SMC for the

payments made to Siltanen. Although the Debtor is not a party to the Participation Agreement, the

Participation Agreement is a critical component of Siltanen’s motivation to enter into the Settlement

of Claims Agreement with the Debtor. It is through the Participation Agreement and payment from

SMC that Siltanen is receiving 50% of its Other Settling Creditor Liquidated Claim in short order.

Therefore, in aid of the proposed settlement embodied under the agreements as described above, the

Debtor submits that honoring the request under the Participation Agreement is within the sound

business judgment of the Debtor.

V.

CONCLUSION

Based upon the foregoing, the Debtor respectfully requests that the Court grant this Motion

and enter an Order authorizing the Debtor to (i) enter into the Settlement of Claims Agreement with

Siltanen; (ii) allowing Siltanen’s claim in the Other Settling Creditor Liquidated Claim amount as set

forth in the Settlement of Claims Agreement for all purposes associated with this case; (iii)

authorizing the Debtor to reject the Pre-Petition Agreements; (iv) authorizing distributions by the

Debtor on account of the Participation Payment to be remitted directly to SMC or its designee as

provided in the Participation Agreement; and (v) granting such other relief to the Debtor as the Court

deems necessary and appropriate.



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Dated: January 30, 2013 PACHULSKI STANG ZIEHL & JONES LLP

By: /s/ Shirley S. Cho Richard M. Pachulski James I. Stang Dean A. Ziehl Linda F. Cantor Debra I. Grassgreen Shirley S. Cho

Attorneys for Debtor and Debtor in Possession



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DECLARATION OF M. FREDDIE REISS IN SUPPORT OF MOTION

M. Freddie Reiss, being duly sworn, hereby deposes and says:

1. I am the Chief Restructuring Officer of American Suzuki Motor Corporation, a

corporation organized under the laws of the State of California (the “Debtor”). American Suzuki

Motor Corporation is the debtor and debtor in possession in the above-captioned chapter 11 case. I

was engaged in May 2012 to advise the Debtor regarding a long-term business plan and evaluate

restructuring alternatives. Between the time of the engagement and the Petition Date, I have become

familiar with the Debtor’s business operations and analyzed various alternative ways to restructure

the Debtor’s operations. Based upon my involvement with the Debtor, I am generally familiar with

the day-to-day operations, business, and financial affairs of the Debtor. Accordingly, I am

authorized to submit this declaration (the “Declaration”) in support of the Motion For Order (I)

Authorizing Debtor To Enter Into Settlement of Claims Agreements with Siltanen, Inc., and (II)

Granting Related Relief (the “Motion”).2

2. Except as otherwise indicated, all facts set forth in this Declaration are based on my

personal knowledge, information supplied by employees under my supervision, or my opinion based

on experience, knowledge, and information concerning the operations of the Debtor.

3. I have reviewed the Motion, am familiar with the factual information set forth therein, and

incorporate such facts into this Declaration by reference and adopt them as my own as if they were

set forth herein. If I were called upon to testify, I would testify competently to the facts set forth

herein and in the Motion.

4. The Debtor is in receipt of, and has counter executed, a Settlement of Claims Agreement

with Siltanen, Inc. (“Siltanen”). A true and correct copy of the Settlement of Claims Agreement is

attached as Exhibit B to the Motion. The Debtor has been informed and believes that Siltanen has

entered into a Participation Agreement with SMC substantially in the form attached to the Motion as

Exhibit C.

5. I believe litigating Siltanen’s claim would have been time consuming, factually intensive,

and very costly. As part of the settlement, the Debtor and Siltanen have agreed upon the Other

2Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Motion.



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Settling Creditor Liquidation Claim amount, which will help conserve resources of the Court and the

Debtor’s estate. Moreover, I believe the Other Settling Creditor Liquidation Claim amount

represents a good faith compromise based on the Debtor’s reasoned business judgment after taking

into account several different components of the potential damages claim, including among others,

the complexity, expense and likely duration of any litigation or arbitration with respect to such

claim.

6. Finally, I believe that authorizing the Debtor to direct payments to SMC or its designee

pursuant to agreement between SMC and Siltanen represents a sound exercise of the Debtor’s

business judgment and is in aid of the Debtor’s Plan confirmation efforts.

7. For the reasons stated herein and in the Motion, I believe that the relief requested therein

is in the best interests of the Debtor’s estate and creditors, and other parties in interest.

Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is true and

correct.

Executed on this 30th date of January 2013 at Los Angeles, California.

M. Freddie Reiss



EXHIBIT A



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Richard M. Pachulski (CA Bar No. 90073)James I. Stang (CA Bar No. 94435) Dean A. Ziehl (CA Bar No. 84529) Debra I. Grassgreen (CA Bar No. 169978) Linda F. Cantor (CA Bar No. 153762) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: [email protected]

[email protected] [email protected] [email protected] [email protected]

Attorneys for Debtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

SANTA ANA DIVISION

In re: American Suzuki Motor Corporation,1

Debtor.

Case No.: 8:12-bk-22808-SC Chapter 11 ORDER (I) AUTHORIZING DEBTOR TO ENTER INTO SETTLEMENT OF CLAIMS AGREEMENT WITH SILTANEN, INC. AND (II) GRANTING RELATED RELIEF [Related to Docket No. __] [No Hearing Required Unless Requested]

Upon the motion (the “Motion”) at Docket No. __ of the above-captioned debtor and debtor

in possession (the “Debtor”) for entry of an order, (i) authorizing the Debtor to enter into the

Settlement of Claims Agreement with Siltanen, Inc. (“Siltanen”); (ii) the allowance of Siltanen’s

claim in the stipulated amount for all purposes associated with this Case; (iii) approving consensual

rejection and termination of the pre-petition agreements identified in the Settlement of Claims

Agreement (the “Pre-Petition Agreements”) effective as of the date of entry of an order approving

this Motion; and (iv) granting related relief; and the Court having jurisdiction to consider the Motion

and the relief requested therein pursuant to 28 U.S.C. §§ 157 and 1334; and consideration of the

1 The last four digits of the Debtor’s federal tax identification number are (8739). The Debtor’s address is: 3251 East Imperial Highway, Brea, CA 92821.



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Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. § 157(b)(2);

and venue being proper pursuant to 28 U.S.C. §§ 1408 and 1409; and it appearing that the relief

requested in the Motion is in the best interests of the Debtor's estate, its creditors, and all other

parties in interest; and the Debtor having provided adequate and appropriate notice of the Motion

and the opportunity for a hearing on the Motion under the circumstances and no other or further

notice need be provided; and the Court having reviewed the Motion; and the Court having

considered the Motion, and all pleadings and papers filed in connection with the Motion, including

the Declaration of M. Freddie Reiss in Support of Motion and the Memorandum of Points and

Authorities filed in support thereof, and after due deliberation and sufficient cause appearing

therefor, it is HEREBY ORDERED THAT:

1. The Motion is granted;

2. The Debtor is authorized to enter into the Settlement of Claims Agreement2 attached

as Exhibit B to the Motion, which Settlement of Claims Agreement is hereby approved;

3. The Pre-Petition Agreements with Siltanen are rejected as of the date of entry of this

Order;

4. The Other Settling Creditor Liquidated Claim of Siltanen is allowed for all purposes

associated with this case including the Plan and voting thereon in the amount of $1,500,000

regardless of any amounts that may have been previously scheduled by the Debtor in its Schedules

of Assets and Liabilities for Siltanen or filed in any proof of claim by Siltanen;

5. The Debtor is authorized to make any distributions from the estate on account of

Siltanen’s Settling Creditor Claim to which Suzuki Motor Corporation or its designee (“SMC

Party”) is entitled under the Participation Agreement attached as Exhibit C to the Motion directly to

such SMC Party;

6. Notwithstanding Bankruptcy Rule 6004(h), the terms and conditions of this Order

shall be immediately effective and enforceable upon its entry;

7. The Debtor is authorized to take all actions necessary to effectuate the relief granted

pursuant to this Order in accordance with the Motion; and

2 Defined terms not defined herein shall have the meaning ascribed to them in the Motion.



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8. The Court retains jurisdiction to interpret and enforce the terms of this Order.

##



EXHIBIT B



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SETTLEMENT OF CLAIMS STATEMENT OF TERMS

1. Parties. This Settlement of Claims Agreement (“Claims Agreement”) is entered

into by and between American Suzuki Motor Corporation (“ASMC”), on the one hand, and Siltanen, Inc., d/b/a Siltanen & Partners Advertising (“Siltanen”), on the other. ASMC and Siltanen are collectively referenced as “the Parties.” Simultaneously with this Claims Agreement, Siltanen has also entered a Participation Agreement with Suzuki Motor Corporation (“SMC”) or another entity designated by SMC (the party entering the Participation Agreement with Siltanen shall be referenced as the “Participant Party”).

2. Effective Date. This Claims Agreement shall become effective on the date (the

“Effective Date”), which is the last to occur of (a) ASMC’s receipt of this Claims Agreement executed by Siltanen; (b) SMC's receipt of the Participation Agreement executed by Siltanen; and (c) approval of this Claims Agreement by the United States Bankruptcy Court for the Central District of California (“Bankruptcy Court”) by final order. The terms of this Claims Agreement are expressly subject to and conditioned upon approval by the Bankruptcy Court.

3. Settling Creditor Claim.

a. In exchange for Siltanen’s execution of this Claims Agreement and compliance with the terms of this Claims Agreement, ASMC agrees that Siltanen will hold a Settling Creditor Claim (as defined below) in the Bankruptcy Case (as defined below) in the amount of $1,500,000. In connection with Siltanen’s Settling Creditor Claim, Siltanen shall make the Settlement Election (as defined in the Plan), including: (a) executing and timely submitting a ballot; (b) agreeing to the amount of the Other Settling Creditor Claim (as defined in the Plan) set forth on the ballot, which shall be an amount equal to the Settling Creditor Claim; and (c) electing on the ballot to grant the Class 4 Release (as defined in the Plan).

b. The Settling Creditor Claim shall constitute the total amount of Siltanen’s claims

for all purposes associated with the case of In re American Suzuki Motor Corporation, Case No. 8:12-bk-22808 (the “Bankruptcy Case”), pending in the Bankruptcy Court, including without limitation ASMC’s Third Amended Plan of Liquidation under Chapter 11 of the Bankruptcy Code dated January 16, 2013, as it may be amended, modified, or supplemented from time to time with SMC’s consent (the “Plan”), voting on the Plan, and any distribution. Siltanen acknowledges and covenants that the “Settling Creditor Claim” consists of all claims, demands, charges, actions and causes of action, both at law and in equity, arising under statute, common law or otherwise, whether known or unknown, foreseen or unforeseen (“Claims”) which Siltanen may have or may claim to have arising based upon, connected with, incident to, or arising out of (a) Siltanen’s business relationships with ASMC; (b) the Pre-Petition Agreements (as defined below); (c) Siltanen’s pre-petition transactions with ASMC; (d) any claims forming all or part of the basis for the Proof of Claim filed as Claim 404 in the Bankruptcy Case; and (e) any other events, transactions, discussions, Claims, or occurrences of any kind arising in whole or in part prior to the date of this Claims Agreement.



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c. Siltanen agrees to cooperate as reasonably necessary to obtain any Bankruptcy Court approval and provide and/or file any necessary documentation in connection with such approval of the Settling Creditor Claim, including signing and returning the amended proof of claim attached hereto as Tab 1, which you authorize ASMC to file on your behalf in the Bankruptcy Case and that Siltanen agrees will supersede and replace any and all other proofs of claim filed by or on behalf of Siltanen in the Bankruptcy Case.

d. Notwithstanding any statement in this Claims Agreement, the amount of the

eventual payment on the Settling Creditor Claim in the Bankruptcy Case is unknown at this time and ASMC makes no representations or warranties regarding the amount or timing of the ultimate distribution on account of Siltanen’s Settling Creditor Claim. ASMC cannot assure you that the Plan will be confirmed and, if confirmed, your Settling Creditor Claim will be paid in full. The only assurance that can be given you is that you will receive the payment from the Participant Party on your Settling Creditor Claim without any other conditions and that SMC will subordinate its pre-bankruptcy secured claims to any allowed Settling Creditor Claim under the Plan, if that Plan is confirmed.

e. Any payment by ASMC on account of your Settling Creditor Claim is expressly

subject to and conditioned upon: (i) Bankruptcy Court approval of the Settling Creditor Claim and any proposed payment pursuant to the Plan or otherwise; and (ii) Siltanen’s compliance with the terms of this Claims Agreement. In addition to all other remedies available to ASMC, Siltanen's failure to comply with the terms of this Claims Agreement shall entitle ASMC or its assignee to repayment of any Settling Creditor Claim paid.

4. Rejection Motion. ASMC and Siltanen agree that any obligations arising under the pre-petition agreements set forth on Tab 3 hereto (the “Pre-Petition Agreements”) were terminated as of November 7, 2012. The Pre-Petition Agreements shall be rejected effective as of the date of entry of an order approving this Agreement. ASMC shall withdraw the current motion to reject on file without prejudice.

5. Participation by SMC; Distributions.

a. In consideration of the funds paid by Participant Party and other consideration set forth in the Participation Agreement, Siltanen shall execute the Participation Agreement with Participant Party. The Participation Agreement is attached hereto as Tab 2. Please note the Participation Agreement also requires that you represent and warrant that you own your claims free and clear of any lien and that you have not assigned and will not assign them.

b. Siltanen hereby irrevocably appoints and designates ASMC as disbursing agent

for Distributions (as defined in the Participation Agreement) on account of Siltanen’s Settling Creditor Claim and directs ASMC to make Distributions on account of such claim as follows: (i) first to Siltanen until Siltanen recovers, taking into account the Participation Payment (as defined in the Participation Agreement) and Distributions received by Siltanen, an amount equal to the amount of the Settling Creditor Claim, without interest (“Recovery Limit”) and (ii) then, upon Siltanen’s receipt of the Recovery Limit, 100% of all remaining Distributions to Participant Party on account of Siltanen’s Settling Creditor Claim, whether or not the Bankruptcy Court’s



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allowance of the claim in favor of Siltanen is more than or less than Siltanen’s Settling Creditor Claim.

6. Complete Waiver of Rights; Release.

a. Upon the effective date of the Plan and except for the Settling Creditor Claim against ASMC in the Bankruptcy Case, Siltanen hereby releases, relinquishes, surrenders, cancels and forever discharges and, by these presents, for themselves, their heirs, executors, estates, partners, shareholders, members, owners, administrators, beneficiaries, subsidiaries, parent companies, affiliates and aliases, agents and assigns (collectively with Siltanen, the “Releasing Parties”), do hereby, release, relinquish, surrender, cancel and forever discharge any, every and all Claims which Releasing Parties may have, or which Releasing Parties may claim to have, against ASMC and its subsidiaries, parent companies, affiliates, predecessors, successors and assigns (collectively, with the Agents as defined herein, the “Released Parties”) and each of their respective officers, directors, shareholders, lenders, owners, employees, managers, members, professionals, attorneys, partners, fiduciaries, and other legal representatives (collectively, “Agents”), based upon, connected with, incident to, or arising out of: (a) Siltanen’s business relationships with ASMC; (b) the Pre-Petition Agreements entered into with ASMC; (c) Siltanen’s Claims Agreement with ASMC except for performance thereunder by ASMC and/or the purchaser (“Purchaser”) under the proposed sale in the Bankruptcy Case, as applicable; (d) Siltanen’s pre-petition transactions with ASMC; (e) any claims forming all or part of the basis for the Proof of Claim filed as Claim 404 in the Bankruptcy Case; and (f) any other events, transactions, discussions, Claims, or occurrences of any kind arising in whole or in part prior to the date of this Claims Agreement, it being the intent and purpose of this Release that it shall evidence a full, final and complete release of all Claims which Releasing Parties may have, or claim to have, against Released Parties by reason of anything that has occurred prior to the date of this Claims Agreement. Nothing in this paragraph shall limit the effectiveness of the releases given under Siltanen’s Participation Agreement.

b. Release of Unknown and Unanticipated Claims. The Releasing Parties

acknowledge there is a risk that, after the execution of this Claims Agreement, they may discover, incur, or suffer damages from Claims (as defined above) which were unknown or unanticipated at the time this Claims Agreement was executed, including, without limitation, unknown or unanticipated Claims. The Releasing Parties hereto acknowledge that they are assuming the risk of such unanticipated Claims and agree that this Claims Agreement applies thereto. The Releasing Parties hereto expressly waive the benefits of Section 1542 of the California Civil Code, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

The Releasing Parties hereto waive and relinquish all rights and benefits which they have or may have under Section 1542 or the law of any other state or jurisdiction to the same or similar effect to the full extent that they may lawfully waive and relinquish all rights and benefits pertaining to the Claims (as defined above) that are the subject matter of this Claims Agreement.



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7. Consent to Assignment; Waiver of Rights upon Conversion.

a. Siltanen acknowledges that ASMC has the right, but not the obligation, to assign this Claims Agreement to the Purchaser or a third party overbidder approved by the Bankruptcy Court to acquire certain of ASMC’s assets (“Overbidder”). ASMC may, at its sole option, assign this Claims Agreement to Purchaser or Overbidder, provided the proposed sale to Purchaser or Overbidder closes. Siltanen specifically agrees to such assignments, agrees that it will not object to such assignments, and waives any right to request assurance of future performance by Purchaser or Overbidder.

b. In consideration of ASMC’s entry into this Claims Agreement and proposed

assignment to Purchaser or Overbidder, in the event the Bankruptcy Case is converted to one under Chapter 7 of the Bankruptcy Code, Siltanen (i) acknowledges that it shall not be entitled to assert an administrative priority claim for the Settling Creditor Claim, which claim is resolved by this Claims Agreement and is a pre-petition, general unsecured claim; (ii) waives the right to assert an administrative priority claim for any subsequent rejection of this Claims Agreement; (iii) waives any right under Section 365 of the Bankruptcy Code for the assumption or rejection of the Claims Agreement, as applicable, within sixty days of such date of conversion, including without limitation the right to have such agreements deemed rejected if not assumed during such time period; and (iv) upon a rejection or termination of this Claims Agreement by the Chapter 7 trustee, waives any and all rights existing under any applicable agreement or applicable laws, rules, or regulations.

8. Cooperation. Siltanen shall cooperate with ASMC, SMC, and the Participant

Party and take all reasonable and necessary steps to effectuate the agreements set forth herein and pursue confirmation of the Plan, as it may be modified from time to time, which shall be consistent with the provisions of the settlement set forth herein; provided, however, that nothing herein shall be construed to require a specific vote on the Plan by Siltanen in the absence of a disclosure statement approved by the Bankruptcy Court.

9. Indemnification. Siltanen shall indemnify, defend, and hold harmless ASMC,

SMC, Purchaser, Overbidder, and Participant Party, as applicable, and any of their respective Agents, affiliates, subsidiaries, assigns and successors in interest from any and all claims, demands, fines, penalties, suits, causes of action, liabilities, losses, damages, judgments, and expenses (including without limitation reasonable costs and attorneys’ fees) which may be imposed or incurred by ASMC, SMC, Purchaser, and Participant Party, as applicable, arising from, relating to, or caused by (a) Siltanen’s breach of this Claims Agreement; or (b) Siltanen’s execution, delivery of, or performance under this Claims Agreement.

10. Miscellaneous.

a. Assignment. This Claims Agreement may not be assigned or transferred by Siltanen, in whole or in part, directly or indirectly, voluntarily or by operation of law, without the prior written consent of ASMC, Purchaser, or Overbidder, as applicable. Any assignment, transfer or delegation by Siltanen in contradiction of this provision will be null and void. This Claims Agreement will bind and inure to the benefit of the successors and assigns of ASMC,



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Purchaser, or Overbidder, as applicable, and Siltanen. Nothing in this paragraph limits the rights of SMC or its designee under the Participation Agreement.

b. Authority. Siltanen and the individuals executing this Claims Agreement on

Siltanen’s behalf hereby represent and warrant that this Claims Agreement has been duly authorized by Siltanen and that all necessary corporate action has been taken and all necessary corporate approvals have been obtained in connection with the execution and delivery of this Claims Agreement.

c. No Implied Waiver. The delay or failure by ASMC, Purchaser, or Overbidder, as

applicable, to require performance by Siltanen or the waiver by ASMC, Purchaser, or Overbidder, as applicable, of a breach of any provision of this Claims Agreement will not affect the right to subsequently require performance. Any continuation of business relations between the parties following the termination or expiration of this Claims Agreement shall not be deemed to be a waiver of the termination or expiration, nor shall it imply that either party has committed to continue to do business with the other at any time in the future.

d. Sole Agreement of the Parties; Amendment. This Claims Agreement contains the

entire, integrated agreement between Siltanen and ASMC and there are no prior or other agreements or understandings, either oral or written, between the parties with respect to the subject matter hereof. This Claims Agreement cancels and supersedes all previous agreements between the parties relating to the subject matter covered hereof. No change or addition to, or deletion of, any portion of this Claims Agreement shall be valid or binding upon the parties to this Claims Agreement unless the same is approved in writing by an officer of each of the parties.

e. Voluntary Act; No Reliance. Siltanen has reviewed this Claims Agreement with

their legal, tax, or other advisors, or had the opportunity to do so, and is fully aware of all of their rights and alternatives. In executing this Claims Agreement, Siltanen acknowledges that their decisions and actions are entirely voluntary and free from any duress.

SILTANEN ACKNOWLEDGES THAT NO REPRESENTATIONS OR STATEMENTS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT WERE MADE BY ASMC, SMC, OR ANY OF THEIR RESPECTIVE OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES THEREOF, OR WERE RELIED UPON BY SILTANEN IN ENTERING INTO THIS CLAIMS AGREEMENT. f. Severability. If any provision of this Claims Agreement should be held invalid or

unenforceable for any reason whatsoever, or should violate any law of the United States, the District of Columbia, or any State or Territory thereof, this Claims Agreement shall be considered divisible as to such provisions, and such provisions shall be deemed deleted from this Claims Agreement in such jurisdiction as if such provisions were not included herein.

g. Attorneys’ Fees. Each party shall bear its own attorneys’ fees in connection with

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the Bankruptcy Court. In any action, proceeding or dispute arising in connection with any alleged breach of this Claims Agreement or otherwise relating in any way to this Claims Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

h. Jurisdiction; Applicable Laws. By executing this Claims Agreement, Siltanen

hereby consents and agrees that the Bankruptcy Court shall retain full, complete, and exclusive jurisdiction to interpret, enforce, and adjudicate disputes concerning the terms of this Claims Agreement and any other matter relating thereto. In the event the Bankruptcy Court declines jurisdiction over any such dispute, Siltanen hereby consents and agrees that jurisdiction shall be in the United States District Court for the Central District of California. Except as modified, waived, or displaced herein, this Claims Agreement is subject to all applicable state and federal laws.

i. Benefit. Siltanen agrees that SMC, Participant Party, and Purchaser or

Overbidder, as applicable, are express beneficiaries of this Claims Agreement and shall be entitled to enforce the terms of this Claims Agreement and to obtain remedies in connection therewith. No other person or entity not a party to this Claims Agreement shall have rights under this Claims Agreement as a third party beneficiary or otherwise.

j. Survival. The provisions of this Claims Agreement, which by their nature survive

expiration or termination of the agreement, shall survive, including without limitation, Sections 6, 7(b), 8, 9, and 10(h).

k. Counterparts; Signatures. This Claims Agreement may be signed in counterparts

with the same effect as if the signatures were upon a single instrument, and all such counterparts together shall be deemed an original of this Claims Agreement. For purposes of this Claims Agreement, a facsimile or scanned copy of a party’s signature shall be sufficient to bind such party.

l. No Strict Construction. In the event an ambiguity or question of intent or

interpretation arises, this Claims Agreement shall be construed as jointly drafted by Siltanen, on the one hand, and ASMC, on the other hand, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Claims Agreement. Without limitation as to the foregoing, no rule of strict construction construing ambiguities against the draftsperson shall be applied against any party with respect to this Claims Agreement.



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In witness hereof, ASMC and Siltanen have executed this Claims Agreement on the date indicated below.

AMERICAN SUZUKI MOTOR CORPORATION

By: M. Freddie Reiss Its: Chief Restructuring Officer SILTANEN, INC., D/B/A SILTANEN & PARTNERS ADVERTISING ______________________________________ By: Timothy Murphy President, Siltanen & Partners Advertising APPROVED AND AGREED TO THIS 22ND DAY OF JANUARY 2013

Tab 1 – Amended Proof of Claim Tab 2 – Participation Agreement Tab 3 – Pre-Petition Agreements



TAB 1



TAB 2



TAB 3



DOCS_LA:262443.2

TAB 3

(Pre-Petition Agreements)

DEBTOR COUNTERPARTY ADDRESS CONTRACT TITLE


SILTANEN, INC., a California corporation, d/b/a Siltanen & Partners Advertising

Attn: Tim Murphy 353 Coral Circle El Segundo, CA 90245

SERVICES AGREEMENT (dated September 3, 2009)




LETTER AGREEMENT (dated February 11, 2011)




AMENDMENT NO. 2 TO SERVICES AGREEMENT (dated March 28, 2012)




SUZUKI STAFFING AND AGENCY FEE PROPOSAL 2013 FISCAL YEAR (dated February 27, 2012)



EXHIBIT C



This form is mandatory. It has been approved for use by the United States Bankruptcy Court for the Central District of California. June 2012 F 9013-3.1.PROOF.SERVICE DOCS_LA:263096.9 12832/002

PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10100 Santa Monica Blvd., Ste. 1300, Los Angeles, CA 90067

A true and correct copy of the foregoing documents entitled (specify): NOTICE OF MOTION AND MOTION FOR ORDER (I) AUTHORIZING DEBTOR TO ENTER INTO SETTLEMENT OF CLAIMS AGREEMENT WITH SILTANEN, INC. AND (II) GRANTING RELATED RELIEF; MEMORANDUM OF POINTS AND AUTHORITIES; SUPPORTING DECLARATION will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document were served by the court via NEF and hyperlink to the document. On (date) January 30, 2013, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) January 30, 2013, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Counsel for Siltanen, Inc. Stuart Richter Christopher E. Stiner Katten Muchin Rosenman LLP 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012

SILTANEN, INC.a California corporation d/b/a Siltanen & Partners Advertising Attn: Tim Murphy 353 Coral Circle El Segundo, CA 90245

Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) January 30, 2013, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. Via Overnight Mail The Honorable Scott C. Clarkson U.S. Bankruptcy Court 411 West Fourth Street, Courtroom 5C Santa Ana, CA 92701-4593 Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. January 30, 2013 Sophia L. Lee /s/Sophia L. Lee Date Printed Name Signature




1. SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Allison R Axenrod for Cred Claims Recovery Group LLC

[email protected]

Jason W Bank for Int Pty Courtesy NEF [email protected], [email protected]

Martin R Barash for Cred Suzuki Motor Corporation [email protected]

Yelena Bederman for Other Professional Rust Consulting Omni Bankruptcy, a Division of Rust Consulting, Inc. [email protected]

Michael J Bujold for U.S. Trustee United States Trustee (SA) [email protected]

Frank Cadigan for U.S. Trustee United States Trustee (SA) [email protected]

Charles Canter for Cred United States of America [email protected]

Linda F Cantor for Debtor American Suzuki Motor Corporation [email protected], [email protected]

George B Cauthen for Debtor American Suzuki Motor Corp [email protected], [email protected];[email protected];[email protected];[email protected]

Wendy Chang for Cred Ally Financial Inc. [email protected]

Shirley Cho for Debtor American Suzuki Motor Corporation [email protected]

Shawn M Christianson for Int Pty Courtesy NEF [email protected]

Kristin Corbett [email protected]

Donald H Cram for Cred Nissan Motor Acceptance Corp [email protected]

Joseph A Eisenberg for Cred Dealer's Network [email protected]

Andrew S Elliott for Cred Nissan Motor Acceptance Corp [email protected]

Scott Ewing for Int Pty Courtesy NEF [email protected], [email protected];[email protected]

William A Frazell for Cred Texas Comptroller of Public Accts [email protected]

Barry V Freeman for Int Pty Courtesy NEF [email protected], [email protected]

Donald L Gaffney for Int Pty Courtesy NEF [email protected]

Amir Gamliel for Cred Shizouka Bank, Ltd. [email protected], [email protected]

Duane M Geck for Cred Nissan Motor Acceptance Corp [email protected]

Michael I Goldberg for Cred Sonar Credit Partners II, LLC [email protected]

Debra I Grassgreen for Debtor American Suzuki Motor Corp [email protected]

Eric M Heller for Int Pty Courtesy NEF [email protected]

Desmond J Hinds for Cred Ally Financial Inc. [email protected], [email protected]

Jeffrey A Hokanson for Int Pty Courtesy NEF [email protected], [email protected]

Teddy M Kapur for Debtor American Suzuki Motor Corp [email protected]

Andy Kong for Cred Fitzgerald Auto Mall, Inc. [email protected]

Kristin R Lamar for Cred Eplica, Inc. [email protected]

Kenneth T Law for Cred United Parcel Service Inc [email protected]

John W Lucas for Debtor American Suzuki Motor Corp [email protected]

Kerri A Lyman for Attorney Irell & Manella [email protected]

Gabriel R Macconaill for Cred GE Capital Retail Bank [email protected]

Michael P McMahon for Cred Committee OCUC [email protected], [email protected]

Laura A Meyerson for Cred So Cal Edison Company [email protected]

Mike D Neue for Cred D2K, Inc. [email protected], [email protected];[email protected]

Valerie B Peo for Cred JF Enterprises, LLC, dba Jeremy Franklin's Suzuki of Kansas City [email protected], [email protected]

David M Poitras for Int Pty Courtesy NEF [email protected]

Robert S Prince for Cred Ogio International, Inc. [email protected], [email protected]

Jeffrey M. Reisner for Cred Committee OCUC [email protected]

Stuart M Richter for Int Pty Courtesy NEF [email protected], [email protected],[email protected]

James S Riley for Cred Sierra Liquidity Fund, LLC [email protected]

Susan K Seflin for Cred Classic Suzuki, LLC [email protected]

Esperanza Segarra for Cred Ally Financial Inc. [email protected], [email protected]

Alan D Smith for Cred Shizouka Bank, Ltd. [email protected]

James Stang for Debtor American Suzuki Motor Corp [email protected]

Howard Steinberg for Int Pty South Motors Suzuki, Inc. [email protected], [email protected]

Charles M Tatelbaum for Cred Ally Financial Inc. [email protected], [email protected]

United States Trustee (SA) [email protected]

Elizabeth Weller for Cred Dallas County [email protected]

Kimberly S Winick for Cred Software Management [email protected]

Dean A Ziehl for Debtor American Suzuki Motor Corp [email protected], [email protected]




3. SERVED BY UNITED STATES MAIL: Employment Development Dept. Bankruptcy Group MIC 92E PO Box 826880 Sacramento, CA 94280-0001

Internal Revenue Service PO Box 7346 Philadelphia, PA 19101

Securities & Exchange Commission 5670 Wilshire Blvd., 1th Floor Los Angeles, CA 90036

State Board of Equalization Attn: Special Procedures Section PO Box 942879, 450 N. St. Sacramento, CA 95814

US Attorney General US Dept. of Justice Ben Franklin Station PO Box 683 Washington, DC 20044

Franchise Tax Board CA Bankruptcy Section, MS: A-340 PO Box 2952 Sacramento, CA 95812-2952

Michael G. Wilson One Energy Plaza Jackson, MI 49201

Missouri Dept. of Revenue Bankruptcy Unit Attn: Steven A. Ginther P.O. Box 475 Jefferson City, MO 65105-0475

Tennessee Department of Revenue c/o Tennessee Attorney General’s Office, Bankruptcy Division PO Box 20207 Nashville, TN 37202-0207

SERVED BY EMAIL: Counsel for Suzuki Motor Corporation Klee Tuchin Bogdanoff & Stern LLP Michael L. Tuchin, Lee R. Bogdanoff Martin R. Barash & David A. Fidler Email: [email protected] [email protected] [email protected] [email protected]

Office of the United States Trustee Frank Cadigan Michael J. Bujold Email: [email protected]; [email protected]

Counsel to the Official Committee of Unsecured Creditors Jeffrey M. Resiner, Esq., Kerri A. Lyman, Esq., Alan J. Friedman, Michael P. McMahon, Irell & Manella LLP Email: [email protected] [email protected] [email protected] [email protected]

Counsel for the Texas Comptroller of Accounts William A. Frazell, Assistant Attorney Email: [email protected]

Counsel to Nissan Motor Acceptance Corporation Duane M. Geck, Andrew S. Elliot, Donald H. Cram Severson & Werson, P.C. Email: [email protected] [email protected] [email protected]

Counsel for GE Commercial Distribution Finance and GE Capital Retail Bank Larry J. Nyhan Gabriel MacConaill Email: [email protected] [email protected]

Counsel for Oracle USA, Inc. Shawn M. Christianson, Esq. Buchalter Nemer Email: [email protected]

Counsel for Classic Suzuki, LLC Wallace Jordan Ratliff & Brandt LLC c/o Stephen P. Leara, Esq Email: [email protected] [email protected]

Counsel for American Suzuki Motor Corporation George B. Cauthen, Esq. Nelson Mullins Riley & Scarborough, LLP Email: [email protected] [email protected] [email protected] [email protected]

Attorneys for Ogio International, Inc. Kirton McConkie Robert S. Prince Christopher S. Hill [email protected] [email protected]

Counsel for EPLICA, Inc. Nikhil Chawla, Esq. Kristin Lamar, Esq. New Chapter Law Group Email: [email protected]

Counsel for United Parcel Service, Inc. Lawrence M. Schwab, Esq. Kenneth T. Law, Esq. Bialson Bergen & Schwab Email: [email protected]

Counsel to Fitzgerald Auto Mall, Inc., Wheaton Motor City, Inc. and Fitzgerald Motors, Inc. ARENT FOX LLP Attn: Andy S. Kong, Esq. Email: [email protected]

Counsel to SunTrust Bank Robert K. Imperial, Esq. Williams Mullen Email: [email protected]

Counsel to Ally FinancialDesmond J. Hinds Filomena E. Meyer Charles M. Tatelbaum Hinshaw & Culberton LLP Email: [email protected] [email protected] [email protected]




December 2012 Page 3 F 9013-1.2.NO.HEARING.DEC DOCS_LA:264211.1 12832/002

PROOF OF SERVICE OF DOCUMENT

I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10100 Santa Monica Blvd., Ste. 1300, Los Angeles, CA 90067

A true and correct copy of the foregoing document entitled: DECLARATION RE: ENTRY OF ORDER WITHOUT HEARING PURSUANT TO LBR 9013-1(o) will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below:

1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) February 14, 2013 I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below:

Service information continued on attached page

2. SERVED BY UNITED STATES MAIL: On (date) February 14, 2013, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Counsel for Siltanen, Inc. Stuart Richter Christopher E. Stiner Katten Muchin Rosenman LLP 2029 Century Park East, Suite 2600 Los Angeles, CA 90067-3012

SILTANEN, INC. a California corporation d/b/a Siltanen & Partners Advertising Attn: Tim Murphy 353 Coral Circle El Segundo, CA 90245


3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) February 14, 2013 , I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. Via Overnight Mail The Honorable Scott C. Clarkson U.S. Bankruptcy Court 411 West Fourth Street, Courtroom 5C Santa Ana, CA 92701-4593


I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

February 14, 2013 Sophia L. Lee /s/Sophia L. Lee Date Printed Name Signature



1. SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF) Allison R Axenrod for Cred Claims Recovery Group LLC

[email protected]

Jason W Bank for Int Pty Courtesy NEF [email protected], [email protected]

Martin R Barash for Cred Suzuki Motor Corporation [email protected]

Yelena Bederman for Other Professional Rust Consulting Omni Bankruptcy, a Division of Rust Consulting, Inc. [email protected]

Michael J Bujold for U.S. Trustee United States Trustee (SA) [email protected]

Frank Cadigan for U.S. Trustee United States Trustee (SA) [email protected]

Charles Canter for Cred United States of America [email protected]

Linda F Cantor for Debtor American Suzuki Motor Corporation [email protected], [email protected]

George B Cauthen for Debtor American Suzuki Motor Corp [email protected], [email protected];[email protected];[email protected];[email protected]

Wendy Chang for Cred Ally Financial Inc. [email protected]

Shirley Cho for Debtor American Suzuki Motor Corporation [email protected]

Shawn M Christianson for Int Pty Courtesy NEF [email protected]

Kristin Corbett [email protected]

Donald H Cram for Cred Nissan Motor Acceptance Corp [email protected]

Joseph A Eisenberg for Cred Dealer's Network [email protected]

Andrew S Elliott for Cred Nissan Motor Acceptance Corp [email protected]

Scott Ewing for Int Pty Courtesy NEF [email protected], [email protected];[email protected]

William A Frazell for Cred Texas Comptroller of Public Accts [email protected]

Barry V Freeman for Int Pty Courtesy NEF [email protected], [email protected]

Donald L Gaffney for Int Pty Courtesy NEF [email protected]

Amir Gamliel for Cred Shizouka Bank, Ltd. [email protected], [email protected]

Duane M Geck for Cred Nissan Motor Acceptance Corp [email protected]

Michael I Goldberg for Cred Sonar Credit Partners II, LLC [email protected]

Debra I Grassgreen for Debtor American Suzuki Motor Corp [email protected]

Eric M Heller for Int Pty Courtesy NEF [email protected]

Desmond J Hinds for Cred Ally Financial Inc. [email protected], [email protected]

Jeffrey A Hokanson for Int Pty Courtesy NEF [email protected], [email protected]

Teddy M Kapur for Debtor American Suzuki Motor Corp [email protected]

Andy Kong for Cred Fitzgerald Auto Mall, Inc. [email protected]

Kristin R Lamar for Cred Eplica, Inc. [email protected]

Kenneth T Law for Cred United Parcel Service Inc [email protected]

John W Lucas for Debtor American Suzuki Motor Corp [email protected]

Kerri A Lyman for Attorney Irell & Manella [email protected]

Gabriel R Macconaill for Cred GE Capital Retail Bank [email protected]

Michael P McMahon for Cred Committee OCUC [email protected], [email protected]

Laura A Meyerson for Cred So Cal Edison Company [email protected]

Mike D Neue for Cred D2K, Inc. [email protected], [email protected];[email protected]

Valerie B Peo for Cred JF Enterprises, LLC, dba Jeremy Franklin's Suzuki of Kansas City [email protected], [email protected]

David M Poitras for Int Pty Courtesy NEF [email protected]

Robert S Prince for Cred Ogio International, Inc. [email protected], [email protected]

Jeffrey M. Reisner for Cred Committee OCUC [email protected]

Stuart M Richter for Int Pty Courtesy NEF [email protected], [email protected],[email protected]

James S Riley for Cred Sierra Liquidity Fund, LLC [email protected]

Susan K Seflin for Cred Classic Suzuki, LLC [email protected]

Esperanza Segarra for Cred Ally Financial Inc. [email protected], [email protected]

Alan D Smith for Cred Shizouka Bank, Ltd. [email protected]

James Stang for Debtor American Suzuki Motor Corp [email protected]

Howard Steinberg for Int Pty South Motors Suzuki, Inc. [email protected], [email protected]

Charles M Tatelbaum for Cred Ally Financial Inc. [email protected], [email protected]

United States Trustee (SA) [email protected]

Elizabeth Weller for Cred Dallas County [email protected]

Kimberly S Winick for Cred Software Management [email protected]

Dean A Ziehl for Debtor American Suzuki Motor Corp [email protected], [email protected]



2. SERVED BY UNITED STATES MAIL Employment Development Dept. Bankruptcy Group MIC 92E PO Box 826880 Sacramento, CA 94280-0001

Internal Revenue Service PO Box 7346 Philadelphia, PA 19101

Securities & Exchange Commission 5670 Wilshire Blvd., 1th Floor Los Angeles, CA 90036

State Board of Equalization Attn: Special Procedures Section PO Box 942879, 450 N. St. Sacramento, CA 95814

US Attorney General US Dept. of Justice Ben Franklin Station PO Box 683 Washington, DC 20044

Franchise Tax Board CA Bankruptcy Section, MS: A-340 PO Box 2952 Sacramento, CA 95812-2952

Michael G. Wilson One Energy Plaza Jackson, MI 49201

Missouri Dept. of Revenue Bankruptcy Unit Attn: Steven A. Ginther P.O. Box 475 Jefferson City, MO 65105-0475

Tennessee Department of Revenue c/o Tennessee Attorney General’s Office, Bankruptcy Division PO Box 20207 Nashville, TN 37202-0207

3. SERVED BY EMAIL Michael L. Tuchin -- [email protected] Lee R. Bogdanoff -- [email protected] Martin R. Barasch -- [email protected] David A. Fidler -- [email protected] Michael J. Bujold -- [email protected] Jeffrey M. Reisner -- [email protected] Kerri A. Lyman -- [email protected] Alan J. Friedman – [email protected] Michael P. McMahon [email protected] William A. Frazell -- [email protected] Duane M. Geck -- [email protected] Andrew S. Elliot -- [email protected] Donald H. Cram -- [email protected] Larry J. Nyhan -- [email protected] Gabriel MacConaill -- [email protected] Shawn M. Christianson – [email protected] Stephen P. Leara -- [email protected] [email protected] George B. Cauthen -- [email protected] Jody Bedenbaugh -- [email protected] Steve Morrison -- [email protected] Steve McKelvey -- [email protected] Charles M. Tatelbaum -- [email protected] New Chapter Law Group -- [email protected] Kenneth T. Law -- [email protected] Andy S. Kong -- [email protected] [email protected] Desmond J. Hinds -- [email protected] Filomena E. Meyer -- [email protected] Robert K. Imperial -- [email protected] Robert S. Prince -- [email protected] Christopher S. Hill -- [email protected] Lee Gordon ‐‐ [email protected]


case 8:12-bk-22808-sc doc 942 filed 02/14/13 …please take notice that american suzuki motor...

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