1- in the United States Bankruptcy Court for The

Case 15-10054-CSS Doc 105 Filed 02/20/15 Page 1 of 10

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

Suntech America, Inc., et al., 1 Case No. 15-10054 (CSS)

Debtors. Jointly Administered

Hearing Date: March 17, 2015 at 10:00 a.m. (ET) Objection Deadline: March 10, 2015 at 4:00 p.m. (ET)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER & HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

The Official Committee of Unsecured Creditors (the “Committee”) of Suntech

America, Inc. and Suntech Arizona, Inc. (collectively, the “Debtors”), submits this application

(the “Application”) for entry of an order pursuant to sections 105, 328(a) and 1103 of title 11 of

the United States Code (11 U.S.C. §§ 101 et. seq. as amended, the “Bankruptcy Code”), Rules

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and

Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the “Local Rules”) authorizing the Committee to

retain Sheppard Mullin Richter & Hampton LLP (“Sheppard Mullin”) as its lead counsel in the

Debtors’ chapter 11 cases, nunc pro tunc to January 22, 2015. In support of this Application, the

Committee respectfully states as follows:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

§§ 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This

1 The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax identification numbers, are Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 501 Second Street, Suite 575, San Francisco, CA 94107.

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matter is a core proceeding pursuant to 28 U.S.C. § 157(b). The statutory and rule predicates for

the relief requested herein are Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy Rule

2014, and Local Rule 2014-1.2

BACKGROUND

2. On January 12, 2015 (the “Petition Date”), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. On January 13, 2015, the

Court entered an order providing for the joint administration of the Debtors’ chapter 11 cases for

procedural purposes only pursuant to Bankruptcy Rule 1015.

3. On January 22, 2015, pursuant to Bankruptcy Code section 1102, the

United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed the Committee.

The Committee is currently comprised of the following three members: (i) Gintech Energy

Corp.; (ii) Wuxi Suntech Power Co., Ltd.; and (iii) The Solyndra Residual Trust.

4. Also on January 22, 2015 (the “Retention Date”), pursuant to Bankruptcy

Code section 1103(a), the Committee selected Sheppard Mullin to serve as lead counsel to the

Committee and Pepper Hamilton LLP (“Pepper Hamilton”) to serve as its Delaware counsel.3

RELIEF REQUESTED

5. By this application, the Committee respectfully requests that this Court

enter an order authorizing the Committee to employ and retain Sheppard Mullin, as its lead

counsel, pursuant to Bankruptcy Code sections 105, 328(a) and 1103(a), effective as of the

Retention Date.

2 Pursuant to Local Rule 9013(f), the Committee hereby consents to the entry of final orders or judgments by the Court if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the Unites States Constitution.

3 An application of the Committee to retain and employ local Delaware counsel, Pepper Hamilton, has been filed simultaneously herewith.

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QUALIFICATIONS

6. The Committee seeks to retain Sheppard Mullin because of the firm’s

experience and knowledge in the field of debtor and creditor rights and business reorganizations

under chapter 11 of the Bankruptcy Code. The Committee believes that Sheppard Mullin and its

attorneys are particularly well suited for the type of representation required by the Committee

because of their substantial experience appearing before courts in this District and their

substantial experience representing committees and creditors in complex bankruptcy cases.

7. Accordingly, the Committee has determined that Sheppard Mullin and its

attorneys have the resources and experience necessary to deal effectively with many of the potential legal issues that may arise in the context of the Debtors' chapter 11 cases. The

Committee believes that Sheppard Mullin’s employment is in the best interest of the Committee and its constituents. Thus, the Committee desires that Sheppard Mullin represent them as lead counsel in connection with these cases.

COMPLIANCE WITH UST GUIDELINES

8. As required by the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “UST Guidelines”), Sheppard Mullin

responds to the questions set forth in Section D of the UST Guidelines as follows:

a. Sheppard Mullin did not agree to a variation of its standard or customary billing arrangement for this engagement;

b. None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases;

c. Sheppard Mullin did not represent the Committee prior to the Petition Date; and

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d. Sheppard Mullin intends to negotiate an acceptable budget with the Committee. The Committee has approved Sheppard Mullin’s proposed rates and staffing plan (as described more fully below).

SCOPE OF EMPLOYMENT

9. The Committee respectfully submits that it will be necessary to employ

and retain Sheppard Mullin as its lead counsel to provide, among other things, the following assistance in coordination with the Committee’s local Delaware counsel:

a. Advise the Committee with respect to its rights, duties and powers in these cases;

b. Assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases;

c. Attend meetings and negotiate with representatives of the Debtors and other parties in interest;

d. Assist the Committee in analyzing the claims of the Debtors’ creditors and the Debtors’ capital structure and in negotiating with the holders of claims and, if appropriate, equity interests;

e. Assist the Committee’s investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors’ business;

f. Assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a disclosure statement and plan of reorganization or liquidation for the Debtors;

g. Assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases;

h. Represent the Committee at all hearings and other proceedings;

i. Review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court;

j. Negotiate with the key constituents in furtherance of the development of a chapter 11 liquidating plan, either co-sponsored, supported or not supported by the Debtors;

k. Assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; and

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l. Perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code.

10. Sheppard Mullin intends to work closely with Pepper Hamilton to ensure

that there is no unnecessary duplication of services performed or charged to the Debtors’ estates

in connection with representation of the Committee.

SHEPPARD MULLIN DISINTERESTEDNESS

11. Upon information and belief, and except to the extent set forth in the

Affidavit of Craig A. Wolfe in Support of the Application (the “Wolfe Affidavit”), Sheppard

Mullin does not represent and does not hold any interest adverse to the Debtors’ estates or their

creditors in the matters upon which Sheppard Mullin is to be engaged. However, Sheppard

Mullin is a large firm with a national practice and does represent and has represented, certain of the Debtors’ creditors or other parties-in-interest in matters unrelated to these cases as set forth in

Wolfe Affidavit filed concurrently herewith. Specifically, and as disclosed further in the Wolfe

Affidavit, Sheppard Mullin represented (1) Suntech America, Inc. approximately four years ago in a limited capacity, which engagement lasted approximately one year and resulted in total fees and expenses paid, in full, in the amount of less than $106,000; and (2) Wuxi Suntech Power

Co., Ltd. (“Wuxi”), a creditor of both of the Debtors and the chair of the Committee, which

representation resulted in fees and expenses of less than $37,000 having been fully paid, and which representation included (i) advice on information requests made of Wuxi, (ii) general corporate advice, and (iii) the general status of and public filings in connection with the insolvency proceedings of the Debtors and its affiliated entities. Additional “connections” to other creditors, potential stakeholders and parties in interest are disclosed in the Wolfe Affidavit.

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PROFESSIONAL COMPENSATION

12. Section 328(a) of the Bankruptcy Code authorizes the employment by the

Committee of a professional person on any reasonable terms and conditions of employment,

including on an hourly basis. See 11 U.S.C. § 328(a). Subject to this Court’s approval,

Sheppard Mullin will charge for its legal services on an hourly basis in accordance with its

ordinary and customary hourly rates in effect on the date such services are rendered and for its

actual, reasonable and necessary out-of-pocket disbursements incurred in connection therewith,

as set forth in the annexed Wolfe Affidavit.

13. The identities and hourly rates currently charged by the Sheppard Mullin

attorneys and paraprofessionals staffed on this case, subject to modification depending upon

further development, are as set forth below4:

Name Title Hourly Rate

Craig A. Wolfe Partner $6905

Malani J. Cademartori Partner $685

Evan Zisholtz Associate $610

Shantel D. Watters Law Clerk $335

14. Sheppard Mullin’s attorneys and paraprofessionals bill their time in one-

tenth hour increments.

15. The Committee submits that these rates are reasonable.

4 Sheppard Mullin has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases and Sheppard Mullin fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so.

5 This hourly rate for Craig Wolfe has been established for his representation of creditors’ committees and is $40 lower than his standard hourly rate for non-committee engagements.

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16. The Committee understands that from time to time, it may be necessary for professionals and paraprofessionals employed by Sheppard Mullin, other than those set forth above, to provide services to the Committee. The Committee further understands that the hourly rates reflected above may be subject to periodic adjustments (typically on January 1 of each year) to reflect economic and other conditions.

17. Except as disclosed in footnote 5 below, the hourly rates set forth above are Sheppard Mullin’s standard hourly rates for legal work of this nature both inside and outside of the bankruptcy context. These rates are set at a level designed to fairly compensate Sheppard

Mullin for its work and to cover fixed and routine overhead expenses. It is Sheppard Mullin’s policy to charge its clients in all areas of practice for all other expenses incurred in connection with the client’s case. The expenses charged to clients include, among other things, mail and express mail charges, special or hand delivery charges, document processing, photocopying and printing charges, travel expenses, expenses for working meals, computerized research, and transcription costs, as well as non-ordinary overhead expenses such as overtime for secretarial personnel and other staff. Sheppard Mullin will charge the Debtors’ estates for these expenses in a manner and at rates consistent with charges made generally to Sheppard Mullin’s clients outside of bankruptcy. Sheppard Mullin believes that these expenses should be fairly charged to the clients incurring them rather than increasing hourly rates and spreading expenses among all clients. In addition, Sheppard Mullin intends to seek compensation for all time and expenses associated with its retention in accordance with sections 330 and 331 of the Bankruptcy Code and any orders of this Court, including the preparation of this Application, the Wolfe Affidavit, and related documents, as well as any monthly fee statements or interim or final fee applications and related issues.

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18. There is no proposed arrangement to compensate Sheppard Mullin that is different than that set forth herein. Sheppard Mullin has not shared, nor agreed to share, (a) any compensation it has received or may receive with any other party or person, other than with the partners and associates of Sheppard Mullin, or (b) any compensation another person or party has received or may receive.

19. The Committee requests that all legal fees and related costs and expenses incurred by the Committee on account of services rendered by Sheppard Mullin in these cases be paid as administrative expenses of the estates. Sheppard Mullin intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders entered by this Court. The Committee, subject to the provisions of the Bankruptcy Code, the

Bankruptcy Rules and any orders entered by this Court, proposes to pay Sheppard Mullin its customary hourly rates in effect from time to time as set forth in Declaration of Dongxia Hang as

Representative of Wuxi Suntech Power Co., Ltd. in Support of the Application (the “Committee

Chairman Declaration”) filed concurrently herewith.

20. Because of the extensive legal services that may be necessary in these cases, and the fact that the full nature and extent of such services are not known at this time, the

Committee believes that the employment of Sheppard Mullin to serve as lead counsel to the

Committee is appropriate and in the best interests of the unsecured creditor body that the

Committee represents.

REQUEST FOR APPROVAL NUNC PRO TUNC

21. The Committee requests that Sheppard Mullin’s retention be made effective as of January 22, 2015 (i.e., the Retention Date) in order to allow Sheppard Mullin to be compensated for the work it performed for the Committee as of and following the Retention

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Date and prior to the Court's consideration and approval of this Application. Due to the size and complex nature of these chapter 11 cases and the insolvency proceedings and liquidations of the

Debtors’ various global affiliates, as well as the significant issues that have arisen at the early stages of these chapter 11 cases, there was an immediate need for Sheppard Mullin to perform services for the Committee. Accordingly, immediately upon the selection of Sheppard Mullin as lead counsel to the Committee on the Retention Date, Sheppard Mullin turned its attention to urgent matters including, but not limited to, addressing a variety of issues relating to certain motions filed on and shortly after the Petition Date, including without limitation, the Motion For

Sale of Property Free and Clear of Liens under Section 363(f) [Docket No. 32]. The Committee submits that under the circumstances, and to avoid irreparable harm to the Committee and the unsecured creditors that may have occurred if Sheppard Mullin was not immediately retained and deployed, retroactive approval to the Retention Date is warranted. See, e.g., F/S Airlease II,

Inc. v. Simon (In re F/S Airlease II, Inc.), 844 F.2d 99, 103 (3d Cir. 1988), cert. denied, 88 U.S.

852 (1988); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 51 (D. Del. 1989).

NOTICE

22. Notice of the Application, including the Wolfe Affidavit and the

Committee Chairman Declaration attached hereto, has been given to: (a) each member of the

Committee; (b) the Debtors; (c) proposed counsel to the Debtors, Richards Layton & Finger,

P.A. (Attn: Mark D. Collins, Esq.); (d) the Office of the United States Trustee for the District of

Delaware; and (e) all parties requesting notice pursuant to Bankruptcy Rule 2002. The

Committee respectfully submits that, in light of the nature of the relief requested herein, no further notice is necessary or required.

23. No previous application for the relief herein has been made to this or to any other court.

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WHEREFORE, the Committee requests that an order be entered authorizing it to retain Sheppard Mullin to represent it in these proceedings, nunc pro tunc to January 22, 2015, and providing the Committee such other and further relief as the Court may deem just and proper.

Dated: February 20, 2015 Respectfully Submitted New York, New York SCHIFF HARDIN LLP, Attorneys for Wuxi Suntech Power Co. Ltd., in its capacity as Committee Chairperson and not in its individual capacity

/s/ Louis T. Delucia Louis T. Delucia 666 Fifth Avenue New York, New York 10103 Telephone: (212) 753-5000 Facsimile: (212) 753-5044 Email: [email protected]

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

Suntech America, Inc., et al., 1 Case No. 15-10054 (CSS)

Debtors. Jointly Administered

Hearing Date: March 17, 2015 at 10:00 a.m. (ET) Objection Deadline: March 10, 2015 at 4:00 p.m. (ET)

NOTICE OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER & HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

PLEASE TAKE NOTICE that, on February 20, 2015, the Office Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in- possession (the “Debtors”) filed the Application of the Official Committee of Unsecured Creditors to Retain and Employ Sheppard Mullin Richter & Hampton LLP, as Lead Counsel, Nunc Pro Tunc to January 22, 2015 (the “Application”).

PLEASE TAKE FURTHER NOTICE that any objection or response to the Application must be (i) filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before March 10, 2015 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”) and (ii) served so as to be actually received no later than the Objection Deadline by the undersigned proposed counsel to the Committee.

PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application is scheduled to be held before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 6, 824 Market Street, Wilmington, Delaware 19801 on March 17, 2015 at 10:00 a.m. (Eastern Time).

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING.

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Dated: February 20, 2015 PEPPER HAMILTON LLP Wilmington, Delaware /s/ John H. Schanne II David M. Fournier (DE No. 2812) Donald J. Detweiler (DE No. 3087) John H. Schanne II (DE No. 5260) Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, Delaware 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Email: [email protected] [email protected] [email protected]

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SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Craig A. Wolfe Malani J. Cademartori 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 653-8700 Facsimile: (212) 653-8701 Email: [email protected] [email protected]

Proposed Co-Counsel for the Official Committee of Unsecured Creditors of Suntech America, Inc., et al.

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

SUNTECH AMERICA, INC., et al., 1 Case No. 15-10054 (CSS)

Debtors. Jointly Administered

AFFIDAVIT OF CRAIG A. WOLFE IN SUPPORT OF THE APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER & HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

I, Craig A. Wolfe, being duly sworn, state as follows::

1. I am a partner of the law firm of Sheppard Mullin Richter & Hampton,

LLP (“Sheppard Mullin”), which maintains offices at 30 Rockefeller Plaza, New York, New

York 10112.

2. This Affidavit (the “Affidavit”) is being submitted in support of the

Application of the Official Committee of Unsecured Creditors of Suntech America, Inc. and

Suntech Arizona, Inc. (the “Debtors”) to Retain and Employ Sheppard Mullin Richter &

Hampton LLP, as Lead Counsel, Nunc Pro Tunc to January 22, 2015 (the “Application”). I

make this Affidavit pursuant to sections 328(a) and 1103(b) of the Bankruptcy Code, Bankruptcy

Rule 2014 and Local Rule 2014-1. All capitalized terms not defined herein shall have the

meanings ascribed to them in the Application.

3. Unless otherwise stated, I have personal knowledge of the facts set forth

hereinafter. To the extent that any information disclosed herein requires amendment or

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modification upon Sheppard Mullin’s completion of further analysis or as additional party-in-

interest information becomes available to me, I will submit a supplemental verified statement to

this Court.

SHEPPARD MULLIN’S PROCEDURES

4. In preparing this Affidavit, I utilized a set of procedures established by

Sheppard Mullin to ensure compliance with the Bankruptcy Code, Bankruptcy Rules and Local

Rules regarding the employment of professionals serving bankruptcy estates under the

Bankruptcy Code.

5. Sheppard Mullin maintains and systematically updates its conflicts search

system in the regular course of business of the firm, and it is the regular practice of the firm to

make and maintain these records. The conflict check system is designed to include: (i) every matter for which the firm is now or has been engaged; (ii) the entity by which the firm is now or has been engaged; (iii) the identity of known related parties; (iv) the identity of known adverse parties; and (v) the identity of the attorney in the firm that is knowledgeable about the matter.

6. In accordance with Sheppard Mullin’s policies, no new matters may be

accepted or opened within the firm without completing and submitting to those charged with

maintaining the conflict check system and adverse party index the information necessary to

check each such matter for conflicts, including the identity of the prospective client, the matter

description and the identity of related and adverse parties. Accordingly, the database is regularly

updated for every new matter undertaken by Sheppard Mullin. The scope of the system is a

function of the completeness and accuracy of the information submitted by the attorney opening

a new matter.

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7. In connection with Sheppard Mullin’s disclosure obligations in these cases, I caused to be submitted for review under the firm’s conflict check system a list of the following parties in interest in these cases: (1) the parties in interest identified on a conflict search list provided by Debtors’ counsel; (2) a list of non-Debtor affiliates identified from a corporate chart provided by the Debtors, and (3) a number of additional parties that warranted a conflict review that I personally identified through my investigation of the Debtors over the past few weeks (collectively, the “Searched Parties”). A list of the Searched Parties is attached to this

Affidavit as Exhibit 1. I then supervised the comparison of the Search Parties to the names that

Sheppard Mullin has compiled into its conflict check system and adverse party index. Any matches between Sheppard Mullin’s conflict check system and the Searched Parties were identified (“Client Match List”). The Client Match List is attached hereto as Exhibit 2.

8. From time to time, Sheppard Mullin will update its disclosures as necessary.

SHEPPARD MULLIN’S CONNECTIONS

9. Sheppard Mullin represented in the past, currently represents, and/or may represent in the future the entities listed on Exhibit 2. Certain of the entities listed on Exhibit 2 are former or inactive clients at this time. I supervised an inquiry, where appropriate, of the respective Sheppard Mullin personnel responsible for the current or former matters identified on

Exhibit 2 to verify that Sheppard Mullin does not represent or hold an interest adverse to the interests of the estates or otherwise in connection with the Debtors or these chapter 11 cases.

10. In addition, I supervised an inquiry regarding whether any of those entities appearing on the Client Match List represented, individually, more than 1% of the revenue of the firm in the past calendar year. Except as otherwise provided herein, the revenues derived from

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each of the entities appearing on Exhibit 2 represents less than 1% of the firm’s revenues during

the past calendar year.

11. In accordance with Bankruptcy Rule 2014(a), Sheppard Mullin hereby

discloses its connections with the Debtors, their creditors, all other parties-in-interest, and their

respective attorneys as follows.

a. Sheppard Mullin began representing the Committee on January 22, 2015.

b. Sheppard Mullin is anticipating being paid by the Debtors or their estates for Sheppard Mullin’s services at the rates it usually charges for such services, to the extent allowed by the Court after application, notice, and hearing in accordance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules and Local Rules.

c. Sheppard Mullin is not a creditor of the Debtors and no longer has any direct or indirect relationship to, current connection with, or interest in the Debtors, their affiliates listed on Exhibit 1, or thethe Debtors’ officers and directors.

d. Except as disclosed herein or on Exhibit 2 attached hereto, Sheppard Mullin has no prior connections with the Debtors.

e. Except as disclosed herein or on Exhibit 2 attached hereto, Sheppard Mullin has no direct or indirect relationship to, current connection with, or interest in the creditors of any of the Debtors.

12. In addition to the disclosures set forth on Exhibit 2, Sheppard Mullin

makes the specific following disclosures:

13. Prior Representation of Debtor. The firm previously advised Suntech

Power Holdings, Co. Ltd. on regulatory matters regarding whether the manufacturing of solar

panels at the Suntech Arizona, Inc. facility in Goodyear, Arizona constituted a “substantial

transformation” that would qualify the solar panels produced at that facility as U.S. products for purposes of certain U.S. Government funded programs. Although the engagement letter was originally signed by the General Counsel of Suntech America, Inc. on March 28, 2011, the advice was provided to Suntech Power Holdings, Co. Ltd. The engagement began in or about

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March 2011 and ended in or about March 2012. During the life of the engagement, Sheppard

Mullin billed and collected approximately $106,000.00. No work has been performed for and no

advice has been given to Suntech Power Holdings, Co. Ltd. or with respect to either of the

Debtors since March of 2012. The firm closed the file on this client well before the filing of the

Debtors’ chapter 11 petitions.

14. Prior Representation of Wuxi Suntech Power Co. Ltd. Sheppard Mullin

has, in the past, provided information and/or advice to Wuxi Suntech Power Co. Ltd., (the

Committee chairperson and large creditor of both Debtors (“Wuxi”)) regarding (i) the general

status of and public filings in connection with the insolvency proceedings of the Debtors and its

affiliated entities (collectively, the “Suntech Group”), (ii) with respect to information requests

pertaining to various entities in the Suntech Group, and (iii) general corporate advice. The total

fees and expenses charged were approximately $36,000 and that amount has been fully paid and

the matter is closed. By agreement with Wuxi, Sheppard Mullin no longer represents Wuxi in

connection with the Debtors or any of their affiliates. I understand that Schiff Hardin LLP is

representing Wuxi in connection with these chapter 11 cases as Schiff Hardin LLP has been on

each weekly Committee call with a Wuxi business person from China. Sheppard Mullin did not

represent Wuxi in connection with the litigation against the Debtors initiated in Arizona or

anywhere else. I understand Wuxi had other counsel in that litigation. Even though Sheppard

Mullin’s prior representation of Wuxi was limited, Sheppard Mullin has decided to put in place

an ethical wall and related screening procedures intended to prevent attorneys and staff with any

responsibility whatsoever in the Wuxi matters involving the Debtors or their affiliates from (i)

accessing files, and (ii) discussing any non-public information, related to the Debtors.

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15. Sempra Representation. Although the firm has not represented in the past

and does not currently represent or intend to represent Sempra Energy (“Sempra”) with respect

to any matters related to or connected with the Debtors or any other entities in the Suntech

Group, Sempra is a significant client of the firm, representing 1.06% of the firm’s total revenue.

Accordingly, to the extent there would ever be any need for the Committee to commence any

adversary pleading or contested matter against Sempra or to intervene in any such action against

Sempra, the Committee will rely on Pepper Hamilton, as local and conflicts counsel, to handle

that matter.

16. Prior Solyndra Representation. The firm provided limited advice to

Solyndra, Inc. prior to the filing of its chapter 11 petition on September 6, 2011 in the District of

Delaware, in connection with matters unrelated to the Debtors or any of their affiliates. Those matters included miscellaneous corporate advice and a minor customer dispute. During the life of the engagement, Sheppard Mullin billed and collected less than $80,000.00. No work has been performed for and no advice has been given to Solyndra, Inc. since 2011. The firm closed all files on this client well before the filing of the Debtors’ chapter 11 petitions.

17. As part of its everyday practice as a large international law firm, Sheppard

Mullin appears in numerous bankruptcy, litigation and other cases, proceedings and transactions, in which it has worked and is working with and against numerous attorneys, accountants, financial consultants, investment bankers and other professionals who represent or may in the future represent creditors or other parties-in-interest in these cases. Sheppard Mullin will only be representing the Committee in these chapter 11 cases, and no other parties. Yet Sheppard Mullin reserves the right to represent a successor in interest to the Committee or the unsecured creditors

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that is formed pursuant to a confirmed plan in these chapter 11 cases or a creditor trust

agreement.

18. Except as disclosed herein, Sheppard Mullin has not in the past

represented, does not currently represent, and will not in the future represent, any of the entities

listed on Exhibit 2 in connection with these cases or in any matter adverse to the Debtors.

19. In connection with my further diligence to assess any conflicts of interest

and the firm’s disinterestedness, I sent an e-mail to each partner of Sheppard Mullin to verify

whether any partner has an interest in, claim against or other personal connection to the (i)

Debtors; (ii) current and former known directors or officers of the Debtors; or (iii) any of the

Debtors’ affiliates or largest holders of equity or warrants in the Debtors, within two years from

the date of the filing of the Debtors’ petitions. Based on that inquiry, I understand that none of the partners of Sheppard Mullin have an interest in, claim against or other personal connection to any of the (i) Debtors; (ii) current and former known directors or officers of the Debtors; or (iii) he Debtors’ affiliates or largest holders of equity or warrants in the Debtors within such time period.

20. I further sent a separate e-mail to all attorneys at Sheppard Mullin to verify whether any attorney has any connections to the Judges of the United States Bankruptcy

Court for the District of Delaware or the U.S. Trustee or any other employee of the Wilmington office of the U.S. Trustee or the Office of the U.S. Trustee for Region 3 (collectively, the “U.S.

Trustee”). As a result, I have ascertained that there is no connection, as such term is utilized in

Bankruptcy Rule 2014(a), between Sheppard Mullin or any of the attorneys employed by

Sheppard Mullin and any of (i) the Judges of the United States Bankruptcy Court for the District

of Delaware, or (ii) the U.S. Trustee.

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 8 of 24

21. Accordingly, to the best of my knowledge, information and belief, neither

I nor Sheppard Mullin, its partners, counsel and associates (a) are creditors, equity security

holders or insiders of the Debtors, (b) are and were, within two years before the Petition Date,

directors, officers or employees of the Debtors, (c) hold or represent any interest materially

adverse to the interest of the Debtors’ estates, or (d) are related to any Judge of this Court or the

U.S. Trustee.

22. Based upon the information available to me, after following the procedures described herein, and except as otherwise described herein, neither Sheppard Mullin

nor any partner, associate, or counsel of the firm, insofar as I have been able to ascertain, holds

or represents any interest adverse to the Debtors or their estates. Accordingly, I believe that

Shepard Mullin is a “disinterested person” as that term is defined in section 101(14) of the

Bankruptcy Code.

23. If Sheppard Mullin discovers any information that is contrary to or

pertinent to any of the statements made herein, Sheppard Mullin will promptly disclose such

information to the Court by filing and serving a supplemental Affidavit on the United States

Trustee, counsel to the Debtors and all parties who have filed a notice of appearance in these

proceedings.

UST GUIDELINES

24. As required by the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines”),

Sheppard Mullin responds to the questions set forth in Section D of the U.S. Trustee Guidelines

as follows:

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 9 of 24

a. Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

• Response: No (but see footnote 2 below).

b. Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case?

• Response: No.

c. If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

• Response: Not applicable. Sheppard Mullin did not represent the Committee during the prepetition period.

d. Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

Response: Sheppard Mullin advised the Committee of its tentative staffing plans at the January 22, 2015 formation meeting and supplemented that during a Committee call on January 26, 2015. With respect to a prospective budget, Sheppard Mullin is developing a budget based on the new information and strategies being developed by the Committee on a weekly basis. We will obtain approval of such budget and updated budgets by the Committee on a rolling basis.

SHEPPARD MULLIN’S FEES AND EXPENSES

25. Sheppard Mullin intends to apply to the Court for allowance of compensation and reimbursement of expenses in accordance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders entered by this Court.

26. Sheppard Mullin intends to work closely with the representatives of the

Debtors and the other professionals retained by the Committee (including FTI Consulting and

Pepper Hamilton) to ensure that there is no unnecessary duplication of services performed or charged to the Debtors’ estates.

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 10 of 24

27. Subject to this Court’s approval, Sheppard Mullin will charge for its legal

services on an hourly basis in accordance with its ordinary and customary hourly rates (which

rates are traditionally adjusted by Sheppard Mullin each January 1) in effect on the date such services are rendered and for its actual, reasonable and necessary out-of-pocket disbursements

incurred in connection therewith. Attorneys and paraprofessionals of Sheppard Mullin bill their time in one-tenth hour increments. The range of hourly rates currently charged by the Sheppard

Mullin attorneys and paraprofessionals staffed on this case, subject to modification depending upon further development, are as set forth below:

Name Title Hourly Rate

Craig A. Wolfe Partner $6902

Malani J. Cademartori Partner $685

Evan Zisholtz Associate $610

Shantel D. Watters Law Clerk $335

From time to time, it may be necessary for professionals and paraprofessionals employed by

Sheppard Mullin, other than those set forth above, to provide services to the Committee. The range of hourly rates charged for Sheppard Mullin’s attorneys ranges from $190 to $1,010.

28. I hereby represent that Sheppard Mullin has not agreed to share with any person (except attorneys and/or employees of Sheppard Mullin) the compensation to be paid for the services rendered in these cases.

29. Sheppard Mullin has not received a retainer.

2 This hourly rate for Craig Wolfe has been established for his representation of creditors’ committees and is $40 lower than his standard hourly rate for non-committee engagements.

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 11 of 24

PROFESSIONAL SERVICES TO BE RENDERED BY SHEPPARD MULLIN

30. The professional services that Sheppard Mullin may render as counsel to the Committee in coordination with proposed local counsel, Pepper Hamilton, include, without limitation:

a. Advise the Committee with respect to its rights, duties and powers in these cases;

b. Assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases;

c. Attend meeting and negotiate with representatives of the Debtors and other parties in interest;

d. Assist the Committee in analyzing the claims of the Debtors’ creditors and the Debtors’ capital structure and in negotiating with the holders of claims and, if appropriate, equity interests;

g. Assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases;

h. Represent the Committee at all hearings and other proceedings;

i. Review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court;

j. Negotiate with the key constituents in furtherance of the development of a chapter 11 liquidating plan, either co-sponsored, supported or not supported by the Debtors

k. Assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; and

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 12 of 24

FURTHER DISCLOSURES

31. I will amend this statement promptly upon my learning that (i) any of the within representations are incorrect or incomplete, or (ii) there is any change of circumstance relating thereto.

I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION AND BELIEF.

/s/ Craig A. Wolfe . Craig A. Wolfe, Esq.

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 13 of 24 EXHIBIT 1

Searched Parties

Direct/Indirect Equity Owners • Energy Conversion Devices, Inc. • Suntech ES Holdings, Inc. • Gintech Energy Corporation • Suntech Power International Ltd. • Logistic Plus Inc. • Suntech Power (Cyprus) Co., Ltd. • O'Melveny and Myers LLP • Power Solar System Co., Ltd. • Phoenix Packaging • Suntech Power Holdings Co., Ltd. • Cameron Park Senior Living LLC • Pacific Oak Development, Inc. Current and Former Officers/Directors • Solyndra LLC • Zhengron Shi • Specialized Technology Resources • David He • Suntech Power Asia Pacific Limited • Kurt Metzger • Tonglin Electric • Michael Nacson • Tonsan • Deyong He • US Customs and Border Protection • Michael Pearson • Harry Fleming • Robert Moon • William & Cindy Kuffner • Wuxi Suntech Power Co., Ltd. Professionals/OCPs • KPMG Taxing Authorities • Deloitte & Touche LLP • Arizona Department of Revenue • Fong Ko and Associates LLP • Franchise Tax Board • Grant Thornton UK LLP • New York State Department of Taxation & Finance • Manke Haase Reichelt • San Francisco Tax Collector • Shearman & Sterling LLP • Colorado State Treasurer • Mayer Brown LLP • Florida Department of Revenue • Bryan Cave LLP • Massachusetts Department of Revenue • Gibbs Giden Locher Turner & Senet LLP • North Carolina Department of Revenue • Hanson Bridget LLP • Pennsylvania Department of Revenue • Hirsch & Westheimer P.C. • Holland and Hart LLP Delaware Bankruptcy Judges • Chief Judge Brendan L. Shannon Insurers • Judge Christopher S. Sontchi • Life Insurance Company of North America • Judge Kevin Gross • Marsh (Beijing) Insurance Brokers Co., Ltc. • Judge Kevin J. Carey • Marsh Risk & Insurance Serv. • Judge Mary F. Walrath • Metropolitan Life Insurance Company • Judge Laurie Selber Silverstein • Minan Property and Casualty Insurance Company Limited Office of the US Trustee, Region 3, Wilmington Office • Picc Property & Casualty Co., Ltd • DeAngelis, Roberta A., US Trustee • Sunshine Insurance Group • Tinker, T. Patrick, Assistant US Trustee • Taiping General Insurance • Buchbinder, David • The Hartford • Dortch, Shakima L. • Unum Life Insurance Company of America • Fox, Timothy J. • XL Group Insurance • Giordana, Diane • Yong An Insurance Company • Green, Christine • Zurich Insurance Company • Hackman, Benjamin • Heck, Jeffery Governmental Authorities • Kenney, Mark • Arizona Corporation Commission • Leamy, Jane • Arizona Department of Economic Security • Murray, Tony • Arizona-Mexico Commission • O’Malley, James R. • State Compensation Insurance Fund, California • Panacio, Michael • New York State Unemployment Insurance • Patton, Tiiara • Orange City Fire Authority • Sarkessian, Juliet • Securities and Exchange Commission • Schepacarter, Richard • Department of Labor & Industries • Vinson, Ramona • West, Michael Top 20 Unsecured Creditors • Wynn, Dion • Bank of China • Attix, Lauren • California State Board of Equalization • Centex Litigation Parties • Changzhou Almaden Co., Ltd. • Allen Matkins Leck Gamble Mallory & Natsis LLP

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 14 of 24

• Andy Phillips • Redentor & Joy Marinas • Bingham McCutchen LLP • Robert Caputo • Brian & Jennifer Everett • Robert J. Chaney • Callanan, Rogers & Dzida LLP • Robert/Sherry Ortiz • Centerstone • Rocky & Lisa Giannetta • Centex Homes • Rocky Fasini and Christine Elizabeth Fasani, • Christopher & Jennifer Pawlak Trustees of The Rocky and Christine Fasani Trust • Clifford B. Chapman, Jr & April Chapman • Rodyk & Davidson LLP • Cooley Godward Kronish LLP • Roger Yeh • Daina & Ignacio Nolasco • Ryan & Danielle Huntington • Daniel Jr. and Robin L. Wallace, Trustees of the • Ryan Dressel Wallace Family Trust • S & S Homes • Daniel/Kathy Sackl • Salans LLP • Danni Itani • Saunders & Dolleymore LLP • David & Ramona Guerra • Scott & Cynthia McElroy • David & Terri Evans • Sean Docherty & Crysia Von Burg • David Miller III & Vivian Miller • Selma Arney & Andrew John Arney • Dennis & Zan Kriegel • Sempra Energy • Don & Brenda Blom • Shauntae Houff • Douglas Neville • Sheppard Mullin Richter & Hampton LLP • Edward Eugene Snyder III and Judy Ann Snyder, • Sideman & Bancroft LLP Trustee of the Snyder Family 2008 Revocable Trust • Sidley Austin LLP • Fallon, Bixby, Cheng & Lee Inc. • Sintel Communications • Fox Rothschild LLP • Snell & Wilmer, LLP • Fulbright & Jaworski, LLP • State of Texas • G. J. Gardner Homes • Stephon G. Allen • Garrett & Gretchen Do • Sutton Law Firm • Grandall Law Firm (Shanghai) • Syncon Homes • Hickman, Palermo, Truong, and Becker, LLP • Tanya Hughes • Hirschmann Law Group • Todd Wilson • Jacobacci, Avvocati, Avocats a La Cour • Trina Solar Limited • Janet Shelton • Trina Solar (U.S.) Inc. • Jason S. Reynolds & Carrie Nay • Ulrs, Inc. & Empire Recovery Systems, Inc. D/B/A • Jeffery Perry • Vernon & Patty Fletcher • Jeitz & Goerens • Wilson Homes/Alvarez • Jennifer S. Kattman • Wilson Homes/Cullers • Jerome & Kayla Simmons • Wilson Homes/Husack • Jim & Gailyn Miranda • Woods Family Trust • Jones Day • Yingli Green Energy Holdings Co., Ltd. • K B Home • Yingli Green Energy Americas, Inc. • Klos Morel Vos & Schaap • Los & Stigter Non-Debtor Affiliates • Maples and Calder • Suntech Power (Hong Kong) Co., Ltd. • Marc Sapoznik & Amy L. Aufdemberge • Suntech Power Engineering Spain S.I. • Mark & Tawnie Olson • Suntech Global Solar Funds Partners, Sarl • Mesquite Solar I, LLC • Power Solar System Pty. Ltd. • Meyers, Nave, Riback, Silver, & Wilson PLC • Suntech Europe Ltd • Michael Cusanelli & Feng Yu Hsiao • Suntech (China) Investment Co., Ltd. • Michael Wade Anderson and Jessica Rien • Suntech Power Engineering Italy S.r.l. Anderson, Trustees of the 2008 Anderson Family • Bright Path Holdings Limited Trust • Suntech Power Italy Co., Srl • Millstone Peterson & Watts, LLP • Suntech Power Holding GmbH • Mintz Levin Cohn Ferris Glovsky and Popeo PC • Wuxi Wontech Co., Ltd. • Morrison & Foerster LLP • Wuxi Sunshine Power Co. • Osborn Maledon • Global Solar Fund, S.C.A. SICAR • Osler, Hoskin & Harcourt LLP • Suntech Power Development Co. Inc. • Patrick & Chelsie Lynch • Suntech Power GmbH & Co. KG • Ponte Polermo • KSL Kuttler Systems GmbH • Quarles & Brady LLP • Kuttler Automation Systems (Suzhou) Co., Ltd • Quint & Thimmig LLP • Suntech Power Deutschland GmbH • Randy Russell • Kuttler Technology (Hong Kong) Limited • Rayhard Balingit

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 15 of 24

Potential Creditors • Arlene Aquilino • Aaron Girvin • Arsenio Macaspac • Aaron Karpaty • AT&T • Academyx, Inc. • AT&T Capital Services, Inc. • Access Intelligence LLC • AT&T Long Distance • Acco Engineered Systems • AT&T Mobility • Accountemps • Atlas Material Testing Solutions • Accounting Principals, Inc. • Augusto Hagel • Ada Reyes • Avalon Risk Management Insurance Agency LLC • Adam Abatzis • Avant Resources • Adam Green • Avaya Inc. • Advanced Mobile Notary • Bank of America • Alan Spilkin • Bank of America, N.A. • Alan Wong • • Albert Lai Bank of China Insurance Company • • Alejandro Villa Barbara Mcray • • Alexander Felin Bazzill Engraving Company • Alexis Moore • Bear Data Solutions Inc. • Alicia Pipkin • Beijing Tianshan New Materials Technology • All Things Metal Company • Allen Briscoe-Smith • Bekins Moving Solutions • Allender Properties • Belinda Fuentebella • Allianz Global Corporate & Specialty AG • Beneficial Administration LLC • Allied World Assurance Company • Beneflex • Amanda Morgan • Benetta Wilson • Amber Rees • Berlyn Calon • Amendeep Phagura • Bernard Pugh • American Express • Betsy Huntingdon • American Management Association • Beverly Ferguson • American Solar • Bill Lau • American Transportation Logistics Services, Inc. • Blue Shield of California • Amiee Balda • Bob Conshue • Amy Aufdemberge • Boulevard Inc. • Amy Pruden • • Ana Pera Brady Phelps • Andrea or Eric Latimer • Brandon Howard • Andrew Arney • Brandon Morgan • Andrew Beebe • Breanna McMahon • Andrew Cawte • Brett Cecil • Andrew Griffith • Brett Rockers • Andrew Guaraglia • Brian Doughty • Andrew Worm • • Andy Vu Brian Keller • Angel Ortiz • Bridge Bank • Angelica Deiranieh • Brooke Hesseltine • Angie Nguyen • Brownink, Inc. • Ankur Dhawan • Bruce Bitnoff • Anlin Ting-Mason • Bruce Emerson • Anna Abalos • Bryant Lee • Anna Tran • • Anne Adrineda BT America Inc. • Anne Marie Bisson • Building Industry Credit Association • Anthony Chavarria • Burg. Venn. BVBA Edwin Vermulst • Antonino G Silanos • California Chamber of Commerce • Apics - American Production and Inventory Control • California Green Designs Society • Canadian Standards Association • Appirio Inc. • Canon Financial Services Inc. • Appleone Inc. • Capitol Communications, Inc. • Aps • Carol Ann Emquies

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 16 of 24

• Carol Cain-Hom • Clement Chang • Carol Reeves • Cloudwords, Inc. • Caribbean Renewable Tech • CMGRP, Inc. • Cartwright's on Saguaro LLC • CNA Surety • Cary Fox • Cobra Plus Administrators, Inc. • Catherine Graham • Colette E Sheehan • CDW • Collyer Bristow • Celestica LLC • Comcast • Central Parking Systems • Commerce & Finance Law Offices • Century Link • Computer Consulting Partners, Ltd. • Ch Robinson Worldwide, Inc. • Concept Corporation • Chad Hauenstein Design • Conder Chandler • Championscott Partners • Consolidated Security Systems • Changzhou Amalek Dayton Corp. • Construction Software Technologies, Inc. • Channel Performance, Inc. • Contractors State License Board • Charissa Lee • Control Risks • Charles Burke • Corner Office • Charles Heinrichs • Cornerstone Communities • Charles Wadkowski • Corodata Records Management Inc • Cheng "Alex" Zhu • Corodata Shredding Inc • Cheng Cheng • Corporate Care • Chengjiang Fu • Cox Communication Phoenix • Cherie Chu • Cox Communications • Cheryl Davis • Craigslist • Cheryl Dorsey • Credit Management Association • Chester Brians • Crystal Huang • China Coal Insurance Co., Ltd • CSHR Inc. • China Pacific Property Insurance Co., Ltd • Ct Corporation • Chlic Chicago • Ct Lien Solutions • Chris Abbott • Cupertino Electric, Inc. • Chris Camarena • Curtis Campbell • Chris Shepard • Cushman & Wakefield (Agent For Symantec) • Chris Sorenson • Customized Storage Solutions & Hauling • Christiana Rattazzi • Dale Whitaker • Christopher Gleason • Dan Hendricks • CHSH • Dan Mcgrath • Ciber • Dan Moulton • Cigna (Medical) • Dan Ponder • Cinda Property and Casualty Insurance Co., Ltd • Dan Pruden • Cindy Garcia • Daniel Turner • Cindy Shao • Danny Nila • Cindy Vinet • Darrel Lawrence • Cintas • Darren Riesenweber • Cisco Webex LLC • Dave Stewart • City of Columbia • David Benson • City Pick Up & Delivery, Inc. • David Hyman • Clara Ruiz • David Jamica • Clarifacts Inc. • David King • Clark Cowden • David Quach • Clarke, Modet & C - Portugal • David Robinson • Clarren Tilos • David Tefera • Clas Information Systems, Inc. • David Veach • Classicplan Premium Financing Inc. • David Wiese • Clear Task, Inc. • Db Schenker

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 17 of 24

• Debbie Farmer • Erin Bartucco • Deborah Brown • Erin Mikelson • Deborah Ledford-Pettinger • Ernest Zeringue • Deborah Lloyd • Erwin Medalle • Deborah Paris • Essex Court Chambers • Debra Alvares • Evan Hindman • Debra Dehrer • Expeditors • Dennis Beesley • Expeditors International of Washington, Inc. • Dennis Cogan • Expertise • Dennis Galang • Exponent, Inc. • Dennis Moore • Expotechnik • Dennis Speciale • Exterior Technologies DBA Extech • Derek Henmi • Eyal Askenazi • Dh Pace Company • Farokh Deboo • Diane Goldberg • Fedex • Dick Wattenpaugh • First Choice Services • Digital Green Media LLC • Fkex Print, Inc. • Dirk Spencer • Flash Messenger • Discovia • Flexprint, Inc. • Dominic Roma • Florence Dibenedetto • Don Morgan • Florida Solar Energy Center • Donald Benke • Floyd A. Peede III • Donald Shelton • Fontana 56 Investors, LLC • Donna Gianunzio • Forward One, LLC • Dorcas Mateo • Forward Technology Group, Inc. • Dr. Helen Papaconstantinou • Frank Chan • Dr. Nicolaus Ehinger • Frank Poole • Drew & Napier • Fred Sovottka • Duan & Duan • Fred Wagner • Duke Realty Corporation • Freddy Chan • Dun & Bradsheet, Inc. • Fredreich Alinas • Dustyn Moyer • Freiburg Management Marketing International • Ecodirect, Inc. • Freightview LLC • Ecr Management and Insurance Services • Fresno Cogeneration Partners L.P. • Ecs Refining • Furama Tours & Travel, Inc. • Ed Contreras • Gabriele Imbsen • Ed Nolasco • Gail Barham • Ed Schummer • Galen White • Ed Wallace • Garrett Zipp • Eddie Padilla • Gary Cole • Edward Bennett • Gary Davis • Edwin Feo • Gary Nelson • Elemental Energy LLC DBA Sunetric • Gavin Elkins • Elite Expo Housing • General Credit Forms, Inc. • Elizabeth Gonzalez • Generation PV Inc. • Ellen Chan • Geoffrey Cunningham • Ellen May Lim • Geoffrey Harmon • Elzaburu • Gernot Michalke • Emily Johnson • Gerry Hawkins • Enphase Energy, Inc. • Gilbert Hilleary • Enterprise Zone Program • Gilmin Kakilala • Eric Gibison • Give Something Back • Eric Ruiz • Glenna Rose Cambidor • Eric Sanchez • Global Alliance Corporation Ltd.

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 18 of 24

• Graham Evarts • J.C. Moving Services • Greater Phoenix Economic Council • Jack Hood • Green Thinking (Services) Ltd • Jack Liu • Greencitizen, Inc. • Jackson Lewis • Greentech Media, Inc. • Jadranka Hyatt • Greg Martinez • Jake Wachman • Greg McDermott • James Boyer • Gregory Nery • James Dineen • Groundwork • James Guisinger • GSolutionz, Inc. • James Ishii General Contracting, Inc. • Gurdev Ghangas • James Madeull • Gurdez Summan • James Rehmann • H&H Storage • James Watson • Haas & Najarian • Jams Inc. • Hallie Gray • Jane Ware • Hanely Quidato • Jason Dionisio • Hans (Hanyu) Zheng • Jason Fry • Hawaiian Island Solar • Jason Somer • Heather Luikhart • Jean Charter • Heather Mardian • Jeannie Obrien • Helen Chavez • Jeff Grad • Helene Shaughnessy • Jeff Gwinn • Hellman Worldwide Logistics, Inc. • Jeff Skinner • Henry Fong • Jeff Vandemark • Henry Meier • Jeffery Rauch • Herman Luch • Jeffrey H Schneider • Herzog & Gozzi • Jeffrey Shubert • Hillary Gruber • Jeffry Chang • Hipolito Jamilan • Jenine Scontrino Weber • Horacio Correa • Jenna Morris • Horizons at Indio • Jennifer O'Bryon • Howard Gomes • Jennifer Polis • Hunt Building Co. Ltd • Jennifer Sellers • Ian Sells • Jeremy Koonz • Iheonu Oriaku • Jeremy Tamayo • Imas International GMBH • Jerome Antonysamy • Incorp Services, Inc. • Jerome Simons • Incorporating Services Ltd • Jerry Bono • Infiniti Travel Inc. • Jiangsu Sun Photovoltaic • Infocast • Joan Schauder • Ink Works • Joann Bjelland • Inovateus Solar LLC • Joe Depinho • Integro Insurance Brokers • Joe Liu • Interior Design Fair • Joel Jacobs • Intermedia • John Duckworth • International Data Group Inc • John Husak • International Sports Management Inc. • John Kuehler or Melisa Bittencourt • Intersolar • John Lefebvre • Interstate Renewable Energy Council, Inc. • John Moran • IP Networks Inc. • John Morrill • Irene Linares • John Rafferty • Iris Chan • John Ryan • J B Hunt Transport, Inc. • John Simmons • J C Moving and Storage Inc. • John Street

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 19 of 24

• Johnny Garcia • Kuehne + Nagel • Jonathan Becka • Kyle Burak • Jonathan Le Fevre • Lacey Carroll • Jonathan Presson • Ladies Who Lunch Catering and Events • Jonathan Stone • Landreth Harrison • Joseph Earth • Langtech Systems • Joseph Gorman • Large-Scale Solar Association • Joseph Mendelow • Larry Birk • Josephine Blommer • Larry Bustos • Joshua Markow • Larry Stahl • Journey Hammond • Lauren Ruggiero • Julie Chao • Lavoix • Julie Kehoe • Lawrence Hynek • Julie L Hughes • Leonard Noack • Juline Nguyen • Lina Villanueva • Julita Estabillo • Linda Lim • Julius Katz • Linda Wesson • Justin Fecteau • Linda Yee • Justin Kobilis • Liqiang Cheng • K Traces • Lisa Hilmes • Kaiser Foundation Health Plan • Liz Sidman • Kamal Duggirala • Lloyd Rippey • Karandeep Singh • Logistics Plus Inc. • Karen Bigham • Lon Huber • Karen Chew • Lou Ann Kay • Karen Kovac • Luc Sou • Karen Shah-Mirany • Lucid Design, Inc. • Karilyn Munz • Lucky Strike San Francisco, LLC • Karla Agrey • Luke Johnson • Katheryn Uhlir • LWT, Inc. • Kathryn Losier • Lynette Mendoza • Kathy Balough • Macanthony Cadatl • Kathy Dewerk • Manulife Financial • Kay Albrigana • Mara Davis • Keith Christian • Marc Sapoznik & Amy L. Aufdemberge • Keith Davidson • Marc Tremel • Keith Schneringer • Marcyn Lord • Kelly Bitzer • Marilyn Peterson • Kelly Cieciorka • Marivic Malolos • Kelly Jones • Mark & Tawnie Olson • Ken Barling • Mark Cullers • Kenneth Espell • Mark Griess • Kenneth J Delmonico • Mark Mcphail • Kenneth Lanning • Mark Ong • Kenneth Rosso • Mark R Culpepper • Kerry Sorum • Marty McComas • Kevin & Yvette Forrester • Marvin Moy • Kevin Lambert • Mary Anne R Brady • Kim (Vu) Nguyen • Matt Flinn • Kim Liou • Matthew Anand • Kim Taylor • Matthew Flecklin • Kimberly Swan • Matthew Leducq • Kristin Neithercut • Matthew Okuma • Kroll Advisory Solutions • MBT Systems Ltd.

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 20 of 24

• MC2 • Nancy Pikul • Mcmillan Electric Co. • Nathan Cole • Mediacom • National Association of Credit Management • Medithink, Inc. • National Registered Agents, Inc • Mehnga Dosanjh • Navigant Consulting • Melanie Good • Neal Holmlund • Melodie Mcatee • Neil Woodmas • Melvin Barwick • Nelda Danetaras • Merchant Service • Netsuite, Inc. • Mercury Solar Systems • Netxposure, Inc. • Mermen Austin • New Horizons Corporate • Merrill Corporation Asia Limited • New York Solar Energy Industries Association • Michael Darrett • New York Solar Jobs Pac • Michael Doud • New York State Insurance Fund • Michael Erikson • Newsouth Innovations Pty Ltd. • Michael Ganotifi • Newton Software, Inc. • Michael Kutilek • Nexamp • Michael Leonard • Nicholas Nahial • Michael Mino • Nicole Meek • Michael Norman • Niedermann • Michael Roulet • Noah Ruiz • Michael Sponseller • Nomeh Maida • Michael Takacs • Northgrid Solar Services Inc. • Michael Tenette • Nvision Global Technology • Michael Yaki • Oliver Y Huang • Michal Dawes • Ontility • Michele Fadling • OPF Partners • Michele Sheffler • Optus Corporation • Michelle Eddy • Orange Terrace Library • Michelle Matthews • Orkin, Inc. • Michelle Morrison-King • Orozco Transportation, Inc. • Michelle Pelayo • Pacer Transportation Solutions • Mick Mcdaniel • Pacific Voice & Data LLC • Miguel Corvacho • Pamela Garcia • Miguel Gallego • Paragon Legal Group P.C. • Miguel Panti, Rosa Panti or Victor Montez • Pascual Pimentel • Mike Blowmeyer • Patricia Delgatto • Mike Butcher • Patricia Laguarida • Mike Mcintyre • Patricia Lambrecht • Mike Mcneill • Patricia Qiu • Minitec Framing System, LLC • Patrick Cummings • Mitchel Whitman • Patrick K Beck • MMWD • Patrick Mulcahy • Mohammad Auwal • Paul Franz • Monica Franklin • Paula Marzola • Montgomery Technologies, LLC • Paychex Inc. • Monticelli Painting and Decorating Inc. • Paychex-Hrs • Morris Taylor • Pedro Gonzalez • Morrow Meadows Corporation • Peili Li • Mossware LLC • Permacity Solar • Mounir Itani • Perpetual Cit, LLC • Multi-Contact USA • Pete Stroup • My Tran • Peter Hansen • Nan Yang • Peter Heald

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 21 of 24

• Petty Cash • Roberto Balingit • Phil Terribilini • Robin Wallace • Photon Consulting LLC • Robust • Photon USA Corp. • Rocky Fasani • Pinnacle Inc. • Roger Efird • Pinnacle Intertech, Inc. • Roger Perkins • Pitney Bowes Global Financial Services LLC • Roger Vecta • Plant Manning • Ronald Chenier • Polly Shaw • Ronald Snow • Ponderosa Homes • Ronaldo Kamura • Ponderosa Homes III, Inc.-3 • Rondha Clark • Ponte Palmero • Ross Frank • Portland Public School • RR Donnelley • Prakash Goplan • RR Donnelley Roman Financial • Preston Finney • Rsc Equipment Rental • Print One • Rupindar Samra • Provenworks • Russell Hornsby • Psychic Jiangsu Electric Co., Ltd. • Ryan Rea • Purchase Power • Ryan Shang • Pushpanjalie Wijeratne • Ryan Shann • PV America • Ryan Stansfield • PV Evolution Labs • Ryomei Izumikawa • Qing Wei • Sagar Chokshi • Quantum Leap Productions, Inc. • Salesforce Dot Com Inc. • Radford Surveys & Consulting • Sally Davis • Raj Thangavelu • Samuel Elmer • Ralph Battle • Samuel Murch • Randy Moreland • San Francisco Giants • Realtime Results • San Francisco Plant Company • Recurrent Energy • Sandra Cha • Renee Silva • Sandra Cosentino • Retc LLC • Sandra Loughlin • Rhodora Loria • Sara Bachmann • Richard Bookbinder • Sara Bettencourt • Richard Casteel • Sarah Viegas-Todd • Richard Farson • Schenker Inc. (Los Angeles, California) • Richard Hopkins • Scott Blizzard • Richard Monast • Scott Esplean • Richard Warden • Scott Miller • Rick Kneeshaw • Scott Powley • Ricke Clark • Scott Record • Rincon Band of San Luiseno Indians • Seac, LLC • Roadrunner Transportation Services • Sean Keith • Rob Mastic • Seaside Construction • Rob Nakamura • Seatrade International Inc. • Rob Reed • Sebastian Mihailide • Robert Barnes • Seia • Robert Behl • Sen Qu • Robert Downing • SEPA • Robert Firtel • Service Corporation of Nacm • Robert Half International • Servicemaster by The Bay • Robert O'Flaherty • Seung Bach • Robert Patterson • Shabad Puri • Roberta Hamilton • Shalave Waite

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 22 of 24

• Shanghai Frensworkz Software Techonology Co, • Tecnoespecialidades Comerciales SA CV Ltd. • Terence Robertson • Sharon Sharp • Teresa Nebrida • Shawn Williams • The Bank of New York Mellon • Shelley Bahr • The Boulders Resort • Sherry or Richard Steiman • The Canadian Solar Industries Association • Shred Works, Inc. • The CG&B Group • Shurong Huang • The Nesbitt Group • Sierra Elizabeth • The Recorder • Silicon Valley Leadership Group • The State Insurance Fund • Singapore Telecommunications Ltd • The Venetian • Soa Projects, Inc. • The Wigwam Golf Resort & Spa • So-Cal Solar Inc • Thewes Reuter • Solar Electric Light Fund • Thomas Chew • Solar Energy Industries Association California Pac • Thomas McKeon • Solar Energy Tradeshows, LLC • Thomas Nielsen • Solar Power International • Thomas Young • Solar Power Partners • Thunderbird Trophies • Solarpark Korea • Tiffany Crossgrove • Solideia Desouza • Tioga Solar Ii, LLC • Solomon Harris • TNT USA Inc. • Soo Kang • Toby Cornell • Sophia Mahe • Toni Tibbetts • Sovereign Bank • Tonia Wong • Spotlight Ticket Management • Tony Perra • Springhills Suites Louisville Downtown • Total Quality Logistics • Stacey Knuthson • Total Solutions LLC • Staples Business Advantage • Toyota Motor Credit Corporation • Stephen Rodgers • Travis Smith • Stephen Ron • Trinity Management Services • Steve Carll • Trinity Solar • Steve Harris • Trophy Properties IV B8A, LLC • Steve Recchia • Troy Logistics LLC • Steve Ward • Trust Gl - Escrow • Steven Chan • Trustpointe, Inc. • Steven Lobe • UBS Securities LLC • Steven Speck • Uline, Inc. • Stuart Stone • United Rentals (North America), Inc. • Studio Legale Alleva & Associati • Ursula Daniel • Studio Legale Jacobacci Sterpi Francetti Regoli Se • Van Aubel & Partner Hass & Associati • Van Dinter & Associates • Studley Inc. • Vanessa Holzknecht • Sullivan Festeryga LLP • Varadharajan Kope • Summer Shoemaker • Vasari Energy North America, Inc. • Summit Warehouse & Logistics • Verizon • Sunnydale Noval • Verizon Wireless • Suntech Arizona, Inc. (Interco) • Victor Alinas • Suntech Power International • Victor Breedlove • Susanna Wilson • Victor Pecoraro • Tapani or Kirsi Lindren • Victoria Hudson • Taverna Opa • Viering, Jentschura & Partner • Tawana Lemus • Vinh Mai • Taylor Wessing • Vision Service Plan • Team 5 Properties Inc. • Vitaly Gusar

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 23 of 24

• Vladimir Litvime • Willy Perez • Vote Solar • World Journal • Walker Frost • WTAS LLC • Walter Head • Wuxi Brunswick Technology Co., Ltd. • Wayfinder LP • Wuxi Sunshine Power Co., Ltd. • Webbank • Xactly Corporation • Wei-Tai Kwok • Xiaoling Qi • West Indies Solair • Yang-Yu Fan • Westin San Francisco Market Street • Yi Teng Technology • Wheat Government Relations • Yideng Technology (Suzhou) Limited Company • William Albert • Yingda Taihe Property Insurance Co., Ltd. • William Garrett • York and Chapel • William Patridge • Zachry Industrial, Inc. • William R Switzenberg • Zenaida Anunciacion • William Thomas • Zing Jao • Willis Eddy

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Case 15-10054-CSS Doc 105-2 Filed 02/20/15 Page 24 of 24 EXHIBIT 2

Client Match List

Direct/Indirect Equity Owners • Cintas • Suntech Power Holdings Co., Ltd. • CNA Surety • Comcast Professionals/Ordinary Course Professionals/Insurers • Control Risks • Deloitte & Touche LLP • Corner Office Media Group LLC • Grant Thornton UK LLP • Cornerstone Communities • Bryan Cave LLP • Cox Communications • Hanson Bridget LLP • Cupertino Electric • Marsh Risk & Insurance Serv. • Cushman & Wakefield • Metropolitan Life Insurance Company • Symantec • The Hartford • David Robinson • Unum Life Insurance Company of America • J.B. Hunt Transport, Inc. • XL Group Insurance • Jack Lui • Zurich Insurance Company • Joseph G. Gorman • Kaiser Foundation Health Plan Top 20 Unsecured Creditors • Mediacom • Centex • National Association of Credit Management • Solyndra LLC • Navigant Consulting • Wuxi Suntech Power Co., Ltd. • Salesforce.com Inc. • San Francisco Giants Litigation Parties • Sempra Energy • Centex Homes • SoCal Solar Aggregation 1, LLC • Hirschmann Law Group • Sovereign Bank • Jones Day • Staples Business Advantage • KB Home • Steve Harris • Snell & Wilmer, LLP • Taylor Wessing • American Solar • The State Insurance Fund • AT&T • Toyota Motor Credit Corporation • Avaya Inc. • U-Line, Inc. • Bank of America • Verizon • Blue Shield of California • Viering, Jentschura & Partner • Bridge Bank • Trina Solar • Building Industry Credit Association • Central Parking Systems

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Case 15-10054-CSS Doc 105-3 Filed 02/20/15 Page 1 of 3

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Chapter 11

Suntech America, Inc., et al, 1 Case No. 15-10054 (CSS)

Debtors. Jointly Administered

ORDER AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER & HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

UPON CONSIDERATION OF the Application (the “Application”) of the Official

Committee of Unsecured Creditors (the “Committee”) of Suntech America, Inc. and Suntech

Arizona, Inc. (collectively, the “Debtors”), for an order, pursuant to sections 105, 328(a) and

1103 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rule 2014-1,

authorizing the Committee to retain and employ the law firm of Sheppard Mullin Richter &

Hampton LLP (“Sheppard Mullin”) as its lead counsel nunc pro tunc to January 22, 20152; and

upon the Affidavit of Craig A. Wolfe, a partner of the firm of Sheppard Mullin (the “Wolfe

Affidavit”) and Declaration of Dongxia Hang as Representative of Wuxi Suntech Power Co.,

Ltd. in Support of the Application (the “Chairman of the Committee Declaration”); and the Court

finding that (a) the Court has jurisdiction over the Application pursuant to §§ 157 and 1334 and

(b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A); and the Court being satisfied

that, except as set forth in the Wolfe Affidavit, Sheppard Mullin and its professionals (a) are not

creditors, equity security holders or insiders of the Debtors, (b) are not and were not, within two

2 Terms not defined herein shall have the meanings ascribed to them in the Application.

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Case 15-10054-CSS Doc 105-3 Filed 02/20/15 Page 2 of 3

years before the Petition Date, directors, officers or employees of the Debtors, (c) do not hold or represent any interest materially adverse to the interest of the Debtors’ estates, and (d) are not related to any Judge of this Court, the U.S. Trustee for this District or any employee of the U.S.

Trustee in this District and Region 3; and, accordingly, Sheppard Mullin and its professionals are

“disinterested persons” within the meaning of section 101(14); and Sheppard Mullin’s representation of the Committee being permissible under sections 328(a) and 1103 of the

Bankruptcy Code; and it appearing that the relief requested is in the best interests of the Debtors’ estates, their creditors, and other parties-in-interest; and it appearing that notice of the

Application and opportunity for a hearing thereon was appropriate under the particular circumstances and that no other or further notice need be given; and after due deliberation and sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED AND DECREED THAT:

1. The Application is GRANTED as set forth herein.

2. Pursuant to sections 105, 328 and 1103 of the Bankruptcy Code, the

Committee is hereby authorized and empowered to retain and employ the firm of Sheppard

Mullin, nunc pro tunc to January 22, 2015, as its lead counsel in the Debtors’ chapter 11 cases, and Sheppard Mullin is authorized to perform the services set forth in the Application.

3. Sheppard Mullin shall apply for compensation and reimbursement of expenses in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules and any applicable orders of this Court.

4. This Court shall retain jurisdiction to hear and determine all matters arising from or relating to the implementation of this Order.

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Case 15-10054-CSS Doc 105-3 Filed 02/20/15 Page 3 of 3

5. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall take effect immediately upon its entry.

Dated: , 2015 ______Wilmington, Delaware The Honorable Christopher S. Sontchi United States Bankruptcy Judge

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