State Bar No. 143715) Kerri Lyman, Esq

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Irell & Manella LLP 840 Newport Center Drive, Suite 400 Newport Beach, CA 92660 Jeffrey M. Reisner, Esq. (State Bar No. 143715) Kerri Lyman, Esq. (State Bar No. 241615) Tel: (949) 760-0991 Fax: (949) 760-5200 Email: [email protected] Email: [email protected] Proposed Counsel for the Official Committee of Unsecured Creditors

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION In re: Case No. 8:12-bk-22808 (SC) American Suzuki Motor Corporation, a California Chapter 11 corporation,' APPLICATION PURSUANT TO Debtor and Debtor-in-Possession. SECTIONS 328, 330 AND 1103 OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1 FOR AN ORDER AUTHORIZING THE RETENTION OF ALIXPARTNERS, LLC AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO NOVEMBER 16, 2012 [Request for Order Shortening Time Filed Concurrently Herewith]

TO THE HONORABLE SCOTT C. CLARKSON, THE OFFICE OF THE UNITED STATES TRUSTEE, THE DEBTOR AND ITS COUNSEL OF RECORD AND PARTIES- IN-INTEREST The Official Committee of Unsecured Creditors (the "Committee") of the above-captioned debtor and debtor-in-possession, (collectively, the "Debtor"), hereby applies for entry of an order

("Application"), pursuant to sections 328, 330 and 1103 of chapter 11 of title 11 of the United

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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1 States Code (the "Bankruptcy Code"), Rules 2014 and 2016 of the Federal Rules of Bankruptcy 2 Procedures (the "Bankruptcy Rules"), and Rules 2014-1 and 2016-1 of the Local Bankruptcy 3 Rules of the United States Bankruptcy Court for the Central District of California (the "Local 4 Bankruptcy Rules"), in substantially the form attached hereto as Exhibit A, authorizing the 5 Committee to retain AlixPartners, LLC ("AlixPartners") to serve as financial advisor to the 6 Committee in connection with the above-captioned chapter 11 case, effective as of Friday, 7 November 16, 2012. This Application is supported by the Declaration of Ted Stenger (the

8 "Stenger Declaration") filed concurrently herewith and attached hereto as Exhibit B. In further 9 support of this Application, the Committee respectfully represents as follows:

10 Background 11 1. On November 5, 2012 (the "Petition Date"), Debtor filed a voluntary petition in 12 this Court for relief under chapter 11 of the Bankruptcy Code. The Debtor continues to operate 13 and manage its business as debtor-in-possession pursuant to Bankruptcy Code sections 1107 and

14 1108.

15 2. On November 14, 2012, the Office of the United States Trustee for the Central 16 District of California (the "U.S. Trustee") held an organizational meeting of the Debtor's 17 unsecured creditors for the purpose of forming an official committee of unsecured creditors.

18 3. On November 14, 2012, the U.S. Trustee, pursuant to section 1102 of the 19 Bankruptcy Code, appointed the Committee to represent the interests of all unsecured creditors in 20 this chapter 11 case. The United States Trustee selected the following seven parties to serve as 21 members of the Committee: (i) Advantage Suzuki LLC; (ii) Ball Automotive Group — Ball 22 Suzuki; (iii) Siltanen, Inc. dba Siltanen & Partners Advertising; (iv) Royal Suzuki; (v) Suzuki of 23 Wichita East, LLC; (vi) Planet Suzuki; and (vii) D2K, Inc. dba Suzuki of Huntsville, Shoals

24 Suzuki and Varsity Suzuki.

25 4. At a meeting of the Committee held on November 16, 2012, the Committee voted 26 to retain AlixPartners to serve as financial advisor. Accordingly, this Application is made by the 27 Committee for an order, pursuant to sections 328, 330 and 1103 of the Bankruptcy Code,

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Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, authorizing the Committee to retain AlixPartners as its financial advisor, effective as of November 16, 2012. 5. The Debtor was established in 1986 as the sole distributor in the United States of Suzuki automobiles, motorcycles, all-terrain vehicles, and marine outboard engines (the "Suzuki

Products") Suzuki Motor Corporation ("SMC"), the 100% interest holder in the Debtor, manufacturers substantially all of the Suzuki Products 2 and is not a debtor in this or any other insolvency proceeding. As of November 5, 2012, the Debtor had approximately 295 employees across three divisions: automotive (the "Automotive Division"), motorcycles and all-terrain vehicles (the "Motorcycles/ATV Division"), and outboard marine motors and related products (the "Marine Division"). A more detailed description of the Debtor, including its business operations, their capital and debt structure, and the events leading to the filing of these bankruptcy cases, is set forth in the Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer of American Suzuki Corporation, in Support of First Day Pleadings, filed with the Court on the Petition Date

(the "Reiss Declaration").

Jurisdiction and Venue

6. The Court has jurisdiction to consider this matter pursuant to 28 U.S.C. §§ 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A). Venue is proper in this

district pursuant to 28 U.S.C. §§ 1408 and 1409.

Relief Requested

7. This application is made by the Committee for an order, pursuant to sections 328, 330 and 1103 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016, and Local Bankruptcy Rules 2014-1 and 2016-1, authorizing the employment and retention of AlixPartners as its financial advisor effective as of November 16, 2012, in accordance with the terms and conditions set forth in that certain engagement letter dated as of November 29, 2012, by and between the

2 The ATVs are manufactured by an 80% owned affiliate of the Debtor. An overview of Suzuki Products manufactured by SMC, its affiliates, and certain unaffiliated entities is included in the Reiss Declaration, as hereinafter defined.

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Committee and AlixPartners (the "Engagement Letter"), a copy of which is attached hereto as

Exhibit C and incorporated by reference herein. 8. The Committee brings this Application because of the critical importance of a financial advisor to assist in the performance of its duties. The Committee believes that AlixPartners is well qualified to provide those advisory services and that the terms of the Engagement Letter are reasonable.

AlixPartners' Qualifications

9. The Committee understands that AlixPartners has a wealth of experience in providing financial advisory services, and enjoys an excellent reputation for services it has rendered in large and complex chapter 11 cases on behalf of debtors and creditors throughout the

United States. 10. AlixPartners' professionals have assisted and advised, and provided strategic advice to, debtors, creditors, bondholders, investors, and other entities in numerous chapter 11 cases of similar size and complexity to the Debtor's chapter 11 case. Since its inception in 1981, AlixPartners, LLP, its predecessor entities, and its affiliates, including AlixPartners, LLC, have provided restructuring or crisis management services in numerous large cases, including most

recently: In re Residential Capital, LLC, Case No. 12-12020 (MG) (Bankr. S.D.N.Y. 2012); In re Eastman Kodak Company, Case No. 12-10202 (ALG) (Bankr. S.D.N.Y. 2012); In re TBS Shipping Services, Inc., Case No. 12-22224 (RDD) (Bankr. S.D.N.Y. 2012); In re United Retail

Group, Inc., Case No. 12-10405 (SMB) (Bankr. S.D.N.Y. 2012); In re Borders, Inc., Case No. 11- 10615 (Bankr. S.D.N.Y. 2011); In re Neff Corp., Case No. 10-12610 (Bankr. S.D.N.Y. 2011); In re Lyondell Chemical Co., Case No. 09-10023 (REG) (Banks. S.D.N.Y. 2009); In re Motors Liquidation Co., Case No. 09-50026 (REG) (Banks. S.D.N.Y); In re Hayes Lemmerz, Case No. 09-11655 (MFW) (Bankr. D. Del. 2009); In re Bearing Point, Case No. 09-10693 (REG) (Bankr.

S.D.N.Y. 2009); In re Charter Communications, Case No. 09-11435 (JMP) (Bankr. S.D.N.Y. 2009); In re General Growth Properties, Case No. 09-11977 (ALG) (Bankr. S.D.N.Y. 2009); In re ACG Holdings, Inc., Case No. 08-11467 (CSS) (Bankr. D. Del. 2008); In re Bally Total Fitness of Greater New York, Case No. 08-14818 (BRF) (Bankr. S.D.N.Y. 2008) and Case No. 07-12395

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(BRL) (Bankr. S.D.N.Y. 2007); In re Reader's Digest, Case No. 09-23529 (Bankr. S.D.N.Y.

2009); In re SemGroup, L.P., Case No. 08-11525 (BLS) (Bankr. D. Del 2008); In re Tropicana Casinos & Resorts, Case No. 08-10856 (DJC) (Bankr. D. Del. 2008); In re VeraSun Energy Corporation, Case No. 08-12606 (BLS) (Bankr. D. Del. 2008); In re Tribune Company, Case No.

08-13141 (KJC) (Bankr. D. Del. 2008). 3 11. In light of the size and complexity of the Debtor's chapter 11 case, the Committee requires the services of a seasoned and experienced financial advisor, and one that is familiar with the Debtor's businesses and operations and the chapter 11 process. The Committee believes that AlixPartners is well-qualified to provide its services in a cost-effective, efficient, and timely manner. AlixPartners will coordinate with the other retained professionals in the chapter 11 case to eliminate unnecessary duplication or overlap of work. The Committee submits that the employment and retention of AlixPartners would be in the best interest of the Debtor, its estate

and its creditors. Services to be Rendered

12. Subject to further order of the Court and consistent with the Engagement Letter, the Committee anticipates that AlixPartners will render such financial advisory services as the Committee may consider desirable to discharge the Committee's responsibilities and further the interests of the Committee's constituents in this case. It is expected that AlixPartners services

will include, without limitation, the following:

• advising and assisting the Committee in its analysis and monitoring of the Debtor's historical, current and projected financial affairs, including without limitation, schedules of assets and liabilities, statement of financial affairs, periodic operating reports, analyses of cash receipts and disbursements and analyses of cash flow forecasts;

• analyzing the Debtor's business plans, including prospective financial statements and the related underlying assumptions and support thereto;

• developing periodic monitoring reports to enable the Committee to effectively evaluate the Debtor's performance on an ongoing basis;

• assisting and advising the Committee and its counsel in reviewing and evaluating any court motions filed or to be filed by the Debtor or any other parties-in-interest, including, but not limited to:

3 Because of the voluminous nature of the orders cited herein, such orders are not attached to the application. Copies of these orders are available upon request of the Committees' counsel.

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- settlement with dealers,

- sale of assets,

- post-petition financing arrangements,

- critical vendor arrangements,

- cash management, and

- assumption or rejection of executory contracts;

• analyzing the Debtor's assets and claims and assess potential recoveries to the various creditor constituencies under various scenarios;

• advising and assisting the Committee in its review of: (i) intercompany transactions, including those between the Debtor and non-Debtor subsidiaries and affiliates and (ii) related-party transactions;

• advising and assisting the Committee in identifying and/or reviewing preference payments, potential fraudulent conveyances and other causes of action that the Debtor's estate may hold against third parties;

• attending Committee meetings and court hearings as may be required in the role of advisors to the Committee;

• assisting the Committee in discharging its communication and disclosure obligations to its constituency including, but not limited to establishing a committee information website; and

• providing other services that are consistent with the Committee's role and duties as may be requested from time to time and that fall within AlixPartners' expertise.

13. Under the Engagement Letter, if AlixPartners finds it desirable to augment its

professional staff with independent contractors (each, an "Independent Contractor") in this

chapter 11 case (a) AlixPartners will file, and require the Independent Contractor to file,

declarations indicating that such Independent Contractor has reviewed the list of interested parties

in this case, disclosing the Independent Contractor's relationships, if any, with the interested

parties and indicating that the Independent Contractor is disinterested, (b) the Independent

Contractor will remain disinterested during the time that the Independent Contractor is involved in

providing services on behalf of the Committee, and (c) the Independent Contractor will represent

that he or she will not work for the Debtor or other parties in interest in this chapter 11 case

during the time AlixPartners is involved in providing services to the Committee, except as an

Independent Contractor of AlixPartners. AlixPartners will charge the Committee for an

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Independent Contractor's services at the rate charged to AlixPartners by such Independent

Contractor. 14. In connection with each of its engagements, AlixPartners may use employees from each of the U.S. and non-U.S. subsidiary affiliates of AlixPartners, LLP, depending on the needs of the engagement. To the extent AlixPartners uses employees from non-U.S. subsidiary affiliates of AlixPartners, LLP during this engagement, AlixPartners will charge standard non-U.S. hourly rates for each such employee, converted without mark-up to U.S. dollars on the invoice date. To the extent AlixPartners uses employees of U.S. subsidiary affiliates during this engagement, AlixPartners will charge standard U.S. hourly rates for each such employee.

Professional Compensation

15. AlixPartners' decision to accept this engagement to advise and assist the Committee is conditioned upon its ability to be retained in accordance with its customary terms and conditions of employment and compensated for its services and reimbursed for the out-of-

pocket expenses it incurs in accordance with its customary billing practices.

16. AlixPartners intends to apply for compensation for professional services rendered and reimbursement of expenses incurred in connection with this chapter 11 case, subject to this Court's approval and in compliance with applicable provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, the guidelines established by the United States

Trustee for the Central District of California (the "U.S. Trustee Guidelines"), and any other applicable procedures and orders of this Court and consistent with the proposed terms of compensation set forth in the Engagement Letter (all such proposed terms, the "Fee Structure") to which the Committee respectfully refers this Court for a full recitation, including without

limitation this Court's order establishing interim compensation procedures 4.

17. Pursuant to the Engagement Letter, the Committee and AlixPartners have agreed to a Fee Structure based on AlixPartners' standard hourly rates. AlixPartners, however, will not seek

4 On November 5, 2012, the Debtor filed its motion to implement interim compensation procedures for all professionals retained by the Debtor and approved by the Court. A hearing on the motion is currently scheduled for December 6, 2012.

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1 payment for services performed by paraprofessionals. The current standard hourly rates for 2012, 2 subject to periodic adjustments, charged by AlixPartners in respect of the professionals anticipated

3 to be assigned to this case are as follows: 4 Managing Directors $815 — 970 Directors $620 — 760 5 Vice Presidents $455 — 555 Associates $305 — 405 6 Analysts $270 — 300 7 18. In the normal course of business, AlixPartners may periodically adjust its billing 8 rates to account for various economic factors. Changes in applicable hourly rates will be noted on 9 the invoices for the first time period in which the revised rates became effective.

10 19. In addition to compensation for professional services rendered by AlixPartners 11 personnel, AlixPartners will seek reimbursement for reasonable and necessary expenses incurred 12 in connection with this chapter 11 case, including transportation costs, lodging, food, telephone, 13 copying, and messenger services. AlixPartners will not seek reimbursement for electronic 14 discovery services unless significant electronic discovery services are needed, in which case 15 AlixPartners will charge fees for processing, hosting and production of electronic data as more 16 specifically set forth in the Engagement Letter. AlixPartners does not anticipate that there will be 17 a need for significant electronic discovery services in this case and, in the event that significant 18 electronic discovery services are later found to be necessary, AlixPartners will consult with the

19 Committee before incurring such expenses.

20 20. AlixPartners typically works for compensation that includes hourly-based fees and 21 performance-based contingent incentive compensation earned upon achieving meaningful results. 22 In this chapter 11 case, however, AlixPartners has not required contingent incentive

23 compensation.

24 21. AlixPartners will maintain records (in 1/10th of an hour increments) in support of 25 any actual and necessary costs and expenses incurred in connection with the rendering of its 26 services in this chapter 11 case by category and nature of the services rendered and reasonably 27 detailed descriptions of those services provided on behalf of the Committee, the approximate time 28 expended in providing those services and the individuals who provided professional services on

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1 behalf of the Committee and will present such records to the Court. AlixPartners will file interim 2 and final fee applications for the allowance of compensation for services rendered and 3 reimbursement of expenses incurred in accordance with the applicable provisions of the 4 Bankruptcy Code, the Bankruptcy Rules, the U.S. Trustee Guidelines, and any applicable orders

5 of this Court.

6 22. The Fee Structure is consistent with and typical of compensation arrangements 7 entered into by AlixPartners and other comparable firms in connection with the rendering of 8 similar services under similar circumstances. The Committee believes that the Fee Structure is in 9 fact reasonable, market-based, and designed to fairly compensate AlixPartners for its work and to

10 cover fixed and routine overhead expenses.

11 Indemnification 12 23. The Engagement Letter contains standard indemnification language with respect to 13 AlixPartners' services including, without limitation, an agreement by the Debtor to indemnify 14 AlixPartners, its affiliates, and its partners, directors, officers, owners, employees, and agents from

15 and against all claims, liabilities, losses, expenses, and actual damages arising out of or in 16 connection with the engagement of AlixPartners that is the subject of the Engagement Letter.

17 24. The terms and conditions of the Engagement Letter were negotiated by the 18 Committee and AlixPartners at arm's-length and in good faith. The Committee understands that 19 AlixPartners will seek indemnification from the Debtor and the Committee supports that request.

20 The Committee and AlixPartners respectfully submit that such terms and conditions are customary 21 and reasonable for financial advisory engagements, both out of court and within chapter 11 cases.

22 Specifically, the indemnification provisions in the Engagement Letter (and as reflected in the 23 proposed Order) contain the qualifications and limitations that are customary in this district and

24 other jurisdictions. 5 Further, when viewed in conjunction with the other terms of AlixPartners' 25 5 See, e.g., In re Charter Commc 'ns, Inc., Case No. 09-11435 (Bankr. S.D.N.Y. April 15, 26 2009) (order authorizing the retention of AlixPartners); In re Paper Int'l, Inc., Case No. 08-13917 (Bankr. S.D.N.Y. Oct. 31, 2008) (same); In re Granite Broad. Corp., Case No. 06-12984 (Bankr. 27 S.D.N.Y. Feb. 13, 2007) (order authorizing the retention of Houlihan Lokey Howard & Zukin Capital, Inc.); In re Dana Corp., Case No. 06-10354 (Bankr. S.D.N.Y. March 29, 2006) (order 28 authorizing the retention of AlixPartners); In re Calpine Corp., Case No. 05-60200 (Bankr. S.D.N.Y. March 7, 2006) (same); In re Parmalat USA Corp., Case No. 04-11139 (Bankr.

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1 proposed retention, such indemnification provisions are reasonable and in the best interests of the 2 Debtor's estate, creditors, and all parties in interest. Accordingly, as part of this application, the 3 Committee requests that this Court approve the terms of the Engagement Letter, including the 4 indemnification provisions as set forth therein and reflected in the proposed Order.

5 AlixPartners' Disinterestedness 6 25. AlixPartners has reviewed its electronic database and, to the best of its knowledge 7 and except to the extent disclosed in the Stenger Declaration and exhibits thereto, AlixPartners (a) 8 is a "disinterested person" within the meaning of section 101(14) of the Bankruptcy Code, (b) 9 does not hold or represent an interest adverse to the Debtor's estate, and (c) has no connection to

10 the Debtor, its creditors, or related parties that would negatively impact AlixPartners'

11 disinterestedness.

12 26. AlixPartners will periodically review its files during the pendency of this chapter 13 11 case to ensure that no conflicts or other disqualifying circumstances exist or arise. To the 14 extent that AlixPartners discovers any new relevant facts or relationships bearing on the matters 15 described herein during the period of AlixPartners' retention, AlixPartners will use reasonable

16 efforts to file promptly a supplemental declaration.

17 Notice 18 27. Notice of this Application has been given to the following parties or, in lieu 19 thereof, to their counsel, if known: (i) the office of the United States Trustee; (ii) the Debtor's

20 prepetition and postpetition lender; (iii) the members of the Official Committee of Unsecured 21 Creditors; and (iv) those persons who have requested notice pursuant to Bankruptcy Rule 2002. 22 Because of the nature of the relief requested, the Committee submits that such notice is sufficient 23 and that no further notice of the relief requested in the Application need to be provided.

24 25 26 27 S.D.N.Y. June 25, 2004) (same); see also In re FLYi, Inc., Case No. 05-20011 (Bankr. D. Del. Jan. 17, 2006) (order authorizing retention of Miller Buckfire & Co., LLC); In re Foamex Intl, Inc., 28 Case No. 05-12685 (Bankr. D. Del. Oct. 17, 2005) (same); In re Oakwood Homes Corp., Case No. 02-13396 (Bankr. D. Del. July 21, 2003) (same).

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No Prior Request 28. No prior application for the relief requested herein has been made to this or any other court. WHEREFORE, for the reasons set forth herein, and in the Stenger Declaration, the Committee respectfully requests entry of an Order granting the relief requested herein and such other and further relief as may be appropriate under the circumstances. December LI , 2012 THE OFFICIAL COMMITTEE OF UNSECURED CRED CAN SUZ , CORP.

By: ramss Morrell ( Ad Suzuki LLC , Official Committee of Unsecured Creditors of American Suzuki, Corp.

By: Tim Murphy Siltanen, Inc. Co-Chair, Official Committee of Unsecured Creditors of American Suzuki Corp.

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No Prior Request

2 28. No prior application for the relief requested herein has been made to this or any

3 othercourt.

4 WHEREFORE, for the reasons set forth herein, and in the Stenger Declaration, the 5 Committee respectfully requests entry of an Order granting the relief requested herein and such

6 other and further relief as may be appropriate under the circumstances.

7 December ,2O12 THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF AMERICAN SUZUKI, CORP.

9 By: James fmre I Advantage izuki

Co-Chair,( I Ccc -nmittrie of Creditors of i,

By: Tim I., lurnhy 1 Inc.

15 Co-Chair, Official Committee of -Unsecured Creditors of American Suzuki Corp. 6

27 Case 8:12-bk-22808-SC Doc 232 Filed 12/04/12 Entered 12/04/12 15:08:17 Desc Main Document Page 13 of 70

1 Exhibit A

2 Proposed Order

28 Exhibit Page 2728461.2 04 Case 8:12-bk-22808-SC Doc 232 Filed 12/04/12 Entered 12/04/12 15:08:17 Desc Main Document Page 14 of 70

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION

In re: Case No. 8:12-bk-22808 (SC) American Suzuki Motor Corporation, a California Chapter 11 corporation,' ORDER GRANTING APPLICATION Debtor and Debtor-in-Possession. PURSUANT TO SECTIONS 328, 330 AND 1103 OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1 FOR AN ORDER AUTHORIZING THE RETENTION OF ALIXPARTNERS, LLC AS COUNSEL FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO NOVEMBER 16, 2012

Upon consideration of the application (the "Application") 2 of the Official Committee of Unsecured Creditors (the "Committee") for entry of an order (this "Order"), pursuant to sections 328, 330 and 1103 of title 11 of the United States Code (the "Bankruptcy Code"), Rules 2014 and

2016 of the Federal Bankruptcy Rules (the "Bankruptcy Rules"), and Rules 2014-1 and 2016-1 of the Local Bankruptcy Rules of the United States Bankruptcy Court for the Central District of

'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. 2 All capitalized terms used but otherwise not defined herein shall have the meanings set forth in the Application.

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1 California, authorizing the employment and retention of AlixPartners, LLC ("AlixPartners") as its

2 financial advisor as of November 16, 2012, all as further described in the Application; and the

3 Court having jurisdiction to consider the Application and the relief requested therein pursuant to

4 28 U.S.C. § 1334; and consideration of the Application being a core proceeding pursuant to 28

5 U.S.C. § 157(b)(2); and venue being proper in this District pursuant to 28 U.S.C. § 1408; and

6 notice of the Application being adequate and appropriate under the particular circumstances; and a

7 hearing having been held to consider the relief requested in the Application (the "Hearing"); and

8 upon consideration of the Reiss Declaration, the Stenger Declaration, the record of the hearing,

9 and all proceedings had before the Court, and the Court having found and determined that the

10 relief sought in the Application is in the best interests of the Debtor's estate, its creditors and other

11 parties in interest and that the legal and factual bases set forth in the Application establish just

12 cause for the relief granted herein; and any objections to the requested relief having been

13 withdrawn or overruled on the merits, and after due deliberation and sufficient cause appearing

14 therefor, it is hereby

15 ORDERED:

16 1. The Application is granted to the extent set forth herein.

17 2. The Committee is authorized to employ and retain AlixPartners as its financial

18 advisor in accordance with the terms and conditions set forth in the Engagement Letter, effective

19 as of November 16, 2012.

20 3. All requests of AlixPartners for payment of indemnity pursuant to the Engagement

21 Letter shall be made by means of an application (interim or final, as applicable) and shall be

22 subject to review by the Court to ensure that payment of such indemnity conforms to the terms of

23 the Engagement Letter and is reasonable based upon the circumstances of the litigation or

24 settlement in respect of which indemnity is sought; provided, however, that in no event shall

25 AlixPartners be indemnified in the case of its own bad faith, self-dealing, breach of fiduciary duty

26 (if any), gross negligence, or willful misconduct.

27 4. In no event shall AlixPartners be indemnified if the Debtor or a representative of

28 the estate asserts a claim for, and a court determines by final order that such claim arose out of,

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1 AlixPartners' own bad faith, self dealing, breach of fiduciary duty (if any), gross negligence, or

2 willful misconduct. 3 5. In the event that AlixPartners seeks reimbursement for attorneys' fees from the 4 Debtor pursuant to the Engagement Letter, such attorneys' fees shall be sought solely in 5 connection with indemnity claims made by or against AlixPartners, and the invoices and 6 supporting time records from such attorneys shall be included in AlixPartners' own applications 7 (both interim and final) and such invoices and time records shall be subject to the United States 8 Trustee's guidelines for compensation and reimbursement of expenses and the approval of the 9 Bankruptcy Court under the standards of sections 330 and 331 of the Bankruptcy Code without 10 regard to whether such attorney has been retained under section 327 of the Bankruptcy Code and 11 without regard to whether such attorneys' services satisfy section 330(a)(3)(C) of the Bankruptcy

12 Code.

13 6. AlixPartners will file fee applications for interim and final allowance of 14 compensation and reimbursement of expenses pursuant to the procedures set forth in sections 330

15 and 331 of the Bankruptcy Code; provided, however, that AlixPartners shall be compensated in 16 accordance with the terms of the Engagement Letter, and subject to the procedures set forth in the 17 Bankruptcy Code, the Bankruptcy Rules, the Local Bankruptcy Rules, he U.S. Trustee Guidelines

18 and any other applicable orders of this Court.

19 7. The Committee is authorized to take all actions necessary to effectuate the relief 20 granted pursuant to this Order in accordance with the Application.

21 8. Notice of the Application as provided therein shall be deemed good and sufficient 22 notice of such application, and the requirements of the Local Bankruptcy Rules are satisfied by the

23 contents of the Application.

24 9. The terms and conditions of this Order shall be immediately effective and 25 enforceable upon its entry.

26 // 27 // 28 //

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1 10. This Court retains jurisdiction with respect to all matters arising from or related to

2 the implementation of this Order.

3 Santa Ana, California

4 # # # #

28 k

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Exhibit B Declaration of Ted Stenger

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DECLARATION OF TED STENGER I, Ted Stenger, under penalty of perjury, declare as follows:

1. I am a Managing Director with AlixPartners, LLP, and an authorized representative of AlixPartners, LLC, which has a place of business at 2000 Town Center, Suite 2400, Southfield,

Michigan 48075. AlixPartners, LLP and its subsidiary affiliates including, without limitation,

AlixPartners, LLC (herein collectively, "AlixPartners"), are internationally recognized restructuring and turnaround advisory and consulting firms.

2. I submit this declaration on behalf of AlixPartners (the "Declaration") in support

of the application (the "Application") of the Official Committee of Unsecured Creditors in the

above-captioned chapter 11 case (the "Committee") for an order, pursuant to sections 328 and 1103 of the Bankruptcy Code for authorization to employ and retain AlixPartners as financial

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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1 advisor to the Committee effective as of November 16, 2012. 2 Except as otherwise noted, I have 2 personal knowledge of the matters set forth herein, and if called as a witness, would testify

3 competently thereto.

4 AlixPartners' Disinterestedness 5 3. In connection with the proposed retention of AlixPartners by the Committee, 6 AlixPartners undertook a lengthy conflicts analysis process to determine whether it had any 7 conflicts or other relationships that might cause it not to be disinterested or to hold or represent an

8 interest adverse to the Debtor's estate.

9 4. Specifically, to check and clear potential conflicts of interest in this chapter 11 10 case, AlixPartners reviewed its client relationships to determine whether it had any relationships

11 with the entities named on Schedule 1 attached hereto, which were provided to AlixPartners by 12 the Committee (collectively, the "Potential Parties in Interest"). In addition, AlixPartners sent a 13 firm-wide e-mail to all of its professionals requesting information on potential relationships.

14 5. Based on that search, AlixPartners represents that, to the best of its knowledge, 15 AlixPartners knows of no fact or situation that would represent a conflict of interest for 16 AlixPartners with regard to its representation of the Committee. While the disclosures refer to 17 AlixPartners, the conflict search was performed and results were disclosed as to AlixPartners and 18 each of its U.S. and non-U.S. subsidiary affiliates. AlixPartners wishes to disclose the following:

19 [conform as necessary based on 11-28 conversation]

20 • Funds managed by subsidiaries of CVC Capital Partners SICAV-FIS S.A. ("CVC'), a private equity and investment advisory firm, own a controlling stake in AlixPartners 21 Holdings, LLP ("AP Holdings"), the parent of AlixPartners. CVC Credit Partners, L.P. ("CVC Credit Partners") is a global debt management business and a majority owned 22 subsidiary of CVC. 23 CVC's private equity funds ("CVC Funds") and debt funds ("CVC Credit Partners' Funds") are managed independently from each other, with no overlap in membership of 24 the relevant investment committees or boards of entities with responsibility for investment decisions. CVC has in place an internal information barrier between the CVC Funds and 25 the CVC Credit Partners' Funds. All CVC Credit Partners investment professionals are dedicated to CVC Credit Partners and are not involved in the private equity business. 26 CVC Credit Partners also has separate IT systems and workspaces. 27 2 Capitalized terms not otherwise defined in this Declaration shall have the meanings 28 ascribed to them in the Application.

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No material nonpublic information about the Debtor has been furnished by AlixPartners to CVC or any CVC managed funds or their portfolio companies, including without limitation, CVC Credit Partners (collectively, the "CVC Entities") and AlixPartners will continue to abide by its confidentiality obligations to the Debtor. AlixPartners operates independently of the CVC Entities, and does not share employees or officers with the CVC Entities, except that a managing partner of CVC is on the Board of Directors of AlixPartners, LLP and AP Holdings and on the advisory board to CVC Credit Partners. Certain other CVC executives, who are not connected with CVC Credit Partners, are also on either the Board of Directors of AlixPartners or the Board of Directors of AP Holdings. AlixPartners and the CVC Entities have separate offices in separate buildings and use separate Internet email addresses. AlixPartners's financial performance is not directly impacted by the success or failure of the CVC Entities.

As a component of its conflict checking system, AlixPartners has searched the names of CVC, CVC Credit Partners, the CVC Credit Partners' Funds, the CVC Funds, each managing partner of CVC and each portfolio company of the CVC Funds (the "CVC Conflict Parties") against the list of Potential Parties in Interest, and AlixPartners has determined to the best of its knowledge that there are no resulting disclosures other than as noted herein. The term "portfolio company" means any business in which a CVC fund has a direct controlling or minority interest. The term "portfolio company" does not include indirect investments such as businesses owned or investments made by a CVC Funds portfolio company or investments made by the CVC Credit Partners' Funds. CVC Credit Partners Funds, as well as other CVC Entities, may in the ordinary course from time to time hold, control and/or manage loans to, or investments in the Debtor and parties in interest in these cases. Further, the CVC Entities may have had, currently have or may in the future have business relationships or connections with the Debtor or other Potential Parties in Interest in matters related to or unrelated to the Debtor or this chapter 11 case. Furthermore, AlixPartners has provided the list of Debtors to CVC and has performed appropriate checks to determine if any material connections between the CVC Entities and the Debtor exist. AlixPartners will supplement this disclosure if it obtains information regarding any such connection. Other than as specifically noted herein, AlixPartners has not undertaken to determine the existence, nature and/or full scope of any business relationships or connections that the CVC Entities may have with the Potential Parties in Interest, the Debtor or this chapter 11 case.

• Certain of the CVC Credit Partners' Funds act as lenders to AlixPartners. Further, AlixPartners may have had, currently has or may in the future have other business relationships with, among other entities, portfolio companies or managed funds of CVC in matters unrelated to the Debtor in this chapter 11 case. Based on, among other things, the business separation between the CVC Funds and the CVC Credit Partners' Funds, the business separation between the CVC Entities and AlixPartners, and the confidentiality obligations referred to above, AlixPartners believes that it does not hold or represent an interest adverse to the estate with respect to the engagement.

• Certain of the Potential Parties in Interest may have extended credit or provided services, or may in the future extend credit or provide services to AlixPartners.

• Various parties in interest in this case, including a number of car dealerships, may have been parties in interest in the chapter 11 case of Motors Liquidation Company, a former client of AlixPartners, with respect to matters unrelated to the Debtor.

• AlixPartners has been engaged by Nagashina Ohno & Tsunematsu, in their capacity as counsel to Suzuki Motor Corporation, the primary equity holder of the Debtor, in two separate matters unrelated to the Debtor. In addition, AlixPartners has been engaged by Debevoise & Plimpton, in their capacity as counsel to Suzuki Motor Corporation, the primary equity holder of the Debtor, in matters unrelated to the Debtor. The AlixPartners

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1 professionals that will provide services to the Committee in connection with this engagement have not and will not provide services to the foregoing law firms with respect 2 to the matters on behalf of Suzuki Motor Corporation and an information barrier has been implemented. Further, Suzuki Motor Corporation is a joint venture participant and 3 material contract party to a former AlixPartners client in matters unrelated to the Debtor. Lastly, a potential related party to the Debtor, Suzuki Comercial, Ltda., has been affiliated 4 with a current AlixPartners client in matters unrelated to the Debtor.

5 • Aetna, a third party administrator to the Debtor, and affiliates, are lenders, executory contract counterparties and bondholders to current and former AlixPartners clients in 6 matters unrelated to the Debtor. Aetna is the previous employer of a current AlixPartners employee. 7 • Ally Bank, a vendor to the Debtor, is an adverse party to a current AlixPartners client in 8 matters unrelated to the Debtor. Ally Bank was formerly an affiliate of GMAC. GMAC and affiliated entities are former AlixPartners clients in matters unrelated to the Debtor. 9 GMAC is an adverse party, creditor and lender to current and former AlixPartners clients in matters unrelated to the Debtor. 10 • Amports, Inc., a creditor to the Debtor, is a co-client to a former AlixPartners client in 11 matters unrelated to the Debtor.

12 • AT&T, a utility provider to the Debtor, is affiliated with entities that are creditors, executory contract counterparties, vendors, lenders and shareholders to current and former 13 AlixPartners clients in matters unrelated to the Debtor. An affiliate of AT&T is a former AlixPartners client in matters unrelated to the Debtor. AT&T is a vendor to AlixPartners. 14 • Automatic Data Processing, Inc., a third party administrator to the Debtor, is a vendor to 15 AlixPartners.

16 • Avaya, Inc., a creditor to the Debtor, is a vendor and lender to current and former AlixPartners clients in matters unrelated to the Debtor. Avaya is a vendor to AlixPartners 17 in matters unrelated to the Debtor.

18 • Avis Budget Car Rental and Avis Budget Group ("Avis"), vendors to the Debtor, are the previous employers of a current AlixPartners employee. Avis is a vendor to AlixPartners. 19 Avis is a current AlixPartners client in matters unrelated to the Debtor.

20 • Baker & Botts, a creditor to the Debtor, is a client professional to current and former AlixPartners clients in matters unrelated to the Debtor. Baker & Botts is a current and 21 former AlixPartners client in matters unrelated to the Debtor.

22 • Baker & Hostetler LLP, a professional in interest in this bankruptcy matter, is a professional in interest, opposing counsel and client counsel to current and former 23 AlixPartners clients in matters unrelated to the Debtor.

24 • Banc of America, a vendor and beneficiary/issuer of letters of credit to the Debtor, is a current and former AlixPartners client, as well as executory contract counterparty, creditor 25 and lender to current and former AlixPartners clients in matters unrelated to the Debtor. Bank of America is a former employer of a current AlixPartners professional. Bank of 26 America provides banking services to AlixPartners.

27 • Bracewell & Giuliani, a professional in interest in this bankruptcy matter, is a vendor and professional in interest to current and former AlixPartners clients in matters unrelated to 28 the Debtor. Bracewell & Giuliani is a former AlixPartners client in matters unrelated to the Debtor.

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1 • CB Richard Ellis, a creditor to the Debtor, is a professional in interest, material contract party and lessor to current and former AlixPartners clients in matters unrelated to the 2 Debtor. CB Richard Ellis is a former AlixPartners client in matters unrelated to the Debtor. CB Richard Ellis is an advisor and broker to AlixPartners in matters unrelated to 3 the Debtor.

4 • CDW Computer Centers, Inc., a vendor to the Debtor, is a vendor to AlixPartners in matters unrelated to the Debtor. 5 • Chubb/Federal Insurance ("Chubb"), an insurance provider to the Debtor, is a vendor to 6 AlixPartners and adverse party, lenders insurance provider and executory contract counterparty to current and former AlixPartners clients in matters unrelated to the Debtor. 7 Chubb is a former AlixPartners client in matters unrelated to the Debtor.

8 • Comerica Bank ("Comerica"), a creditor to the Debtor, is a former lender to AlixPartners and also a former AlixPartners client in matters unrelated to the Debtor. Comerica is a 9 lender, creditor, co-defendant and bondholder to current and former AlixPartners clients in matters unrelated to the Debtor. Comerica is the previous employer of a current 10 AlixPartners employee. Comerica provides banking services to AlixPartners.

11 • CNA/Continental Insurance ("CNA"), an insurance provider to the Debtor, is affiliated with entities that are bondholders, creditors and adverse parties to current and former 12 AlixPartners clients in matters unrelated to the Debtor. CNA is a former AlixPartners client in matters unrelated to the Debtor. CNA is the previous employer of a current 13 AlixPartners employee.

14 • Dinsmore & Shohl LLP, a vendor and professional in interest in this bankruptcy matter, is a former AlixPartners client in matters unrelated to the Debtor. 15 • DTE Energy, ("DTE"), a utility provider to the Debtor, is the previous employer of a 16 current AlixPartners employee. DTE is an executory contract counterparty to current and former AlixPartners clients in matters unrelated to the Debtor. DTE is a vendor to 17 AlixPartners.

18 • Federal Express Corp., Federal Insurance Company/Chubb Specialty, FedEx Freight — East, FedEx Freight — West, FedEx Freight West, FedEx Parcel and FedEx Trade 19 Networks (collectively, "FedEx"), vendors to the Debtor, are adverse parties, vendors and creditors to current and former AlixPartners clients in matters unrelated to the Debtor. 20 FedEx is a vendor to AlixPartners. FedEx is a current AlixPartners client in matters unrelated to the Debtor. An affiliate of FedEx is a former AlixPartners client in matters 21 unrelated to the Debtor.

22 • Ford Motor Credit, a vendor to the Debtor, and affiliated entities are customers, lenders, adverse parties, vendors, plaintiffs and client litigants to current and former AlixPartners 23 clients in matters unrelated to the Debtor. An affiliate, Ford Motor, is a former AlixPartners client in matters unrelated to the Debtor. 24 • FTI Consulting, a vendor to the Debtor, is a professional in interest to current and former 25 AlixPartners clients in matters unrelated to the Debtor. FTI Consulting is the previous employer of current AlixPartners employees. 26 • GE Commercial Distribution Finance and GE Money Bank, creditors to the Debtor, are 27 affiliated with entities that are creditors, customers, lenders, vendors, litigation parties, adverse parties, lessors and bondholders to current and former AlixPartners clients in 28 matters unrelated to the Debtor. An affiliate, General Electric, is a former AlixPartners

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client in matters unrelated to the Debtor. General Electric is the previous employer of current AlixPartners employees.

• GM Korea Company ("GMK'), an affiliate to the Debtor, is affiliated with entities that are creditors, adverse parties, shareholders, vendors, bondholders, customers and lenders to current and former AlixPartners clients in matters unrelated to the Debtor. .

• General Motors LLC ("GM LLC'), a vendor to the Debtor, and its affiliated entities are creditors, adverse parties, shareholders, vendors, bondholders, customers and lenders to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate to GM LLC, General Motors Company, is a current AlixPartners client in matters unrelated to the Debtor. General Motors Company is the previous employer of numerous current AlixPartners employees.

• Honda Financial Services, a vendor to the Debtor, is affiliated with entities that are customers, vendors, and defendants, to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, Honda International, is client party to a current AlixPartners client in matters unrelated to the Debtor.

• The Internal Revenue Service ("IRS"), a vendor to the Debtor, is a creditor, adverse party, and vendor to current and former AlixPartners clients in matters unrelated to the Debtor. The IRS is the previous employer of current AlixPartners employees. In addition, The Department of Justice ("DOI') is a current and former client of AlixPartners in matters unrelated to the Debtor. The DOJ has also been an adverse party and customer to current and former AlixPartners clients in matters unrelated to the Debtor. AlixPartners has relationships with certain other departments of the United States government, including, without limitation, the United States SEC, the United States Department of Labor, the Federal Deposit Insurance Corporation, Federal Housing Financing Agency and the US Attorneys' Office, who are current and former clients of AlixPartners in matters unrelated to the Debtor's.

• J D Power & Associates, a vendor to the Debtor, is a vendor to AlixPartners.

• JP Morgan Chase ("JPM"), a vendor the Debtor, is a lender, shareholder, vendor, bondholder and creditor to current and former AlixPartners clients in matters unrelated to the Debtor. JPM is a current and former AlixPartners client in matters unrelated to the Debtor. JPM affiliated entities previously employed several current AlixPartners employees.

• Kirkland & Ellis LLP, a professional in interest in this bankruptcy matter, is counsel, adverse counsel and professional in interest to current and former AlixPartners clients in matters unrelated to the Debtor. Kirkland & Ellis, LLP is a current and former AlixPartners client in matters unrelated to the Debtor. In addition, Kirkland & Ellis, LLP currently provides services to AlixPartners, LLP, in matters unrelated to the Debtor and this chapter 11 case.

• KPMG LLP, a professional in interest in this bankruptcy matter, is a former AlixPartners client in matters unrelated to the Debtor. KPMG is a co-client to a current AlixPartners engagement in matters unrelated to the Debtor. KPMG is a professional in interest, adverse party and creditor to current and former AlixPartners clients in matters unrelated to the Debtor. KPMG provides auditing services to AlixPartners. KPMG is an AlixPartners vendor in matters unrelated to the Debtor. Additionally, KPMG previously employed several current AlixPartners employees.

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• Marsh USA, a vendor to the Debtor, is a creditor and vendor to current and former AlixPartners clients in matters unrelated to the Debtor. Affiliates, Marsh & McLennan, Marsh Risk Insurance and Marsh Ltd., are all vendors to AlixPartners.

• McGuire Woods, LLP, a professional in interest in this bankruptcy matter, is client counsel to current and former AlixPartners clients in matters unrelated to the Debtor.

• Mizuho, a current or former depository institution to the Debtor, is a lender, creditor, and professional in interest to current and former AlixPartners clients in matters unrelated to the Debtor. In addition, Mizuho is the previously employer of a current AlixPartners employee.

• Nelson Mullins Riley & Scarbor, a professional in interest in this bankruptcy matter, is a professional in interest to a current AlixPartners client in matters unrelated to the Debtor.

• Nissan North America, a vendor to the Debtor, is a co-client to a former AlixPartners clients in matters unrelated to the Debtor.

• Oracle America ("Oracle"), a vendor to the Debtor, is a current and former AlixPartners client in matters unrelated to the Debtor. Oracle is a creditor and adverse party to former AlixPartners clients in matters unrelated to the Debtor. Oracle is the previous employer of a current AlixPartners employee.

• PNC Bank ("PNC'), a vendor to the Debtor, is affiliated with entities that are bondholders, lenders, significant shareholders and creditors to current and former AlixPartners clients in matters unrelated to the Debtor. PNC is a former AlixPartners client and is a co-defendant to a current AlixPartners client in matters unrelated to the Debtor. PNC is the previous employer of a current AlixPartners employee.

• PricewaterhouseCoopers, LLP ("PWC'), a professional in interest in this bankruptcy matter, is a professional in interest, opposing counsel and creditor to current and former AlixPartners clients in matters unrelated to the Debtor. PWC provides tax and related consulting services to AlixPartners. PWC is a former AlixPartners client in matters unrelated to the Debtor. PWC is the previous employer of a number of current AlixPartners employees. AlixPartners provides services to PWC in the ordinary course in matters unrelated to the Debtor.

• Schwab Retirement Plan Services, a vendor to the Debtor, is affiliated with entities that are lenders, adverse parties, significant shareholders, bondholders and creditors to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, The Charles Schwab Corporation, is a vendor to AlixPartners.

• Sompo Japan, an insurance provider to the Debtor, is a co-defendant to a current AlixPartners client in matters unrelated to the Debtor.

• Starr Marine Agency of California/National Liability & Fire Insurance Company, an insurance provider to the Debtor, is affiliated with an entity that is a former AlixPartners client in matters unrelated to the Debtor.

• Strasburger & Price, a professional in interest in this bankruptcy matter, is a former AlixPartners client in matters unrelated to the Debtor.

• Sutherland, Asbill & Brennan, a professional in interest in this bankruptcy matter, is a professional in interest, vendor and creditor to current and former AlixPartners clients in matters unrelated to the Debtor.

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1 • Sumitomo Mitsui Bank, a current or former depository institution to the Debtor, is affiliated with an entity that is a current AlixPartners client in matters unrelated to the 2 Debtor.

3 • SunTrust Bank ("Sun Trust"), a vendor to the Debtor, is a creditor, bondholder, material contract party, lender and indenture trustee to current and former AlixPartners clients in 4 matters unrelated to the Debtor. SunTrust is a co-client to a former AlixPartners client in matters unrelated to the Debtor. 5 • Teksystems, a vendor to the Debtor, is a former AlixPartners client in matters unrelated to 6 the Debtor. Teksystems is a vendor to AlixPartners.

7 • Tokio Marine, an insurance provider to the Debtor, is a co-defendant to a current AlixPartners client in matters unrelated to the Debtor. Tokio Marine is a lender and 8 insurance provider to current and former AlixPartners clients in matters unrelated to the Debtor. 9 • Toyota Tsusho Corp. - Nagoya Head Office, a vendor to the Debtor, is affiliated with 10 entities that are customers, creditors, vendors and lenders to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, Toyota, is the 11 previous employer of a current AlixPartners employee.

12 • Union Bank of California and Union Bank, beneficiaries of letters of credit and current/former depository institutions to the Debtor, are lenders, bondholders, creditors and 13 co-defendants to current and former AlixPartners clients in matters unrelated to the Debtor.

14 • United Parcel Service, UPS Freight and UPS Parcel ("UPS"), vendors to the Debtor, are vendors and executory contract counterparties to current and former AlixPartners clients in 15 matters um-elated to the Debtor. UPS is a vendor to AlixPartners.

16 • US Bank National Association ("U.S. Bank"), a vendor to the Debtor, and affiliated entities are lenders, creditors, indenture trustees, shareholders and bondholders to current 17 and former AlixPartners clients in matters unrelated to the Debtor. U.S. Bank is a client party to a current AlixPartners client in matters unrelated to the Debtor. 18 • Wachovia Management Corp., a creditor to the Debtor, is affiliated with entities that are 19 lenders, bondholders, creditors, adverse parties, co-defendants and professionals in interest to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, 20 Wachovia, is a current and former AlixPartners client in matters unrelated to the Debtor. Wachovia is the previous employer of current AlixPartners employees. 21 • Wells Fargo, a vendor to the Debtor, is affiliated with entities that are lenders, creditors, 22 lessors, bondholders, indenture trustees, adverse parties and vendors to current and former AlixPartners clients in matters unrelated to the Debtor. Wells Fargo is a related party to a 23 current AlixPartners client and a vendor to AlixPartners, all in matters unrelated to the Debtor. Wells Fargo is a current and former AlixPartners client in matters unrelated to the 24 Debtor.

25 • Wilson Elser Moskowitz Edelman & Dicker LLP, a litigation party to the Debtor, is a current and former AlixPartners client in matters unrelated to the Debtor. 26 • Winston & Strawn, a vendor and professional in interest in this bankruptcy matter, is a 27 current and former AlixPartners client in matters unrelated to the Debtor. Winton & Strawn is a professional in interest and opposing counsel to current and former 28 AlixPartners clients in matters unrelated to the Debtor.

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1 • Young Conaway Stargatt & Taylor LLP, a litigation party to the Debtor, is a professional in interest and adverse party to current and former AlixPartners clients in matters unrelated 2 to the Debtor.

3 6. AlixPartners and its affiliates are advisors and crisis managers providing services

4 and advice in many areas, including restructuring and distressed debt. As part of its diverse

5 practice, AlixPartners appears in numerous cases, proceedings, and transactions involving many

6 different attorneys, accountants, investment bankers, and financial consultants, some of whom

7 may represent claimants and parties in interest in this chapter 11 case. Further, AlixPartners has in

8 the past, and may in the future, be represented by several attorneys and law firms, some of whom

9 may be involved in this chapter 11 case. In addition, AlixPartners has been in the past, and likely

10 will be in the future, engaged in matters unrelated to the Debtor or this chapter 11 case in which it

11 works with or against other professionals involved in this case. To the best of my knowledge,

12 information, and belief, insofar as I have been able to ascertain after reasonable inquiry, none of

13 these business relations constitute interests adverse to the Debtor.

14 7. To the best of my knowledge, information, and belief, insofar as I have been able to 15 ascertain after reasonable inquiry, neither I nor any of AlixPartners' professional employees: (a)

16 have any connection with the Debtor, its creditors or any other Potential Parties in Interest in this

17 chapter 11 case or their respective attorneys or accountants, except as otherwise set forth herein; or

18 (b) are related or connected to any United States Bankruptcy Judge for the Central District of

19 California, any of the District Judges for the Central District of California who handle bankruptcy

20 cases, the United States Trustee for the Central District of California (the "U.S. Trustee") or any

21 employee in the Office of the U.S. Trustee, except as otherwise set forth herein.

22 8. To the best of my knowledge, information, and belief, insofar as I have been able to

23 ascertain after reasonable inquiry, except as otherwise disclosed herein, AlixPartners has not been

24 retained to assist any entity or person other than the Committee on matters relating to, or in direct

25 connection with, this chapter 11 case. If the Committee is authorized by the Court to employ and

26 retain AlixPartners, AlixPartners will not accept any new engagements to perform any service for

27 any other entity in this chapter 11 case. AlixPartners will, however, continue to provide

28 professional services to entities that may be creditors or equity security holders of the Debtor or

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parties in interest in this chapter 11 case, provided that such services do not relate to, or have any

direct connection with, this chapter 11 case.

9. In addition, from time to time, AlixPartners has provided services, and likely will

continue to provide services, to certain parties in interest of the Debtor and various other parties

adverse to the Debtor in matters unrelated to this chapter 11 case. As described above, however,

AlixPartners has undertaken a detailed search to determine and to disclose whether it is providing

or has provided services to any significant customers, equity security holders, insiders, or other

parties in interest in such unrelated matters.

10. To the best of my knowledge, neither AlixPartners nor any of its professionals is a

direct holder of any of the Debtor's securities. It is possible that certain of AlixPartners

employees, managing directors, board members, equity holders, or an affiliate of any of the

foregoing, may own interests in mutual funds or other investment vehicles (including various

types of private funds) that own the Debtor's or other Parties in Interest's debt or equity securities

or other financial instruments including bank loans and other obligations. Typically, the holders

of such interests have no control over investment decisions related to such investment funds or

financial instruments. AlixPartners' policy prohibits its employees from personally trading in the

Debtor's securities.

11. To the best of my knowledge, information, and belief, insofar as I have been able to

ascertain after reasonable inquiry, AlixPartners is a "disinterested person" as such term is defined

in section 101(14) of the Bankruptcy Code, in that AlixPartners and its professional personnel (a)

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

two years before the date of filing of the Debtor's chapter 11 case, directors, officers or employees

of the Debtor, and (c) do not have an interest materially adverse to the interests of the Debtor's

estate or any class of creditors or equity security holders, by reason of any direct or indirect

relationship to, connection with, or interest in, the Debtor.

12. AlixPartners reserves the right to supplement this Declaration in the event that

AlixPartners discovers any facts bearing on matters described in this Declaration regarding

AlixPartners' employment by the Committee.

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13. Despite the efforts described above to identify and disclose the connections that

AlixPartners and its affiliates have with parties in interest in this chapter 11 case, because the

Debtor is a large enterprise with thousands of creditors and other relationships, AlixPartners is

unable to state with certainty that every client relationship or other connection has been disclosed.

In this regard, if AlixPartners discovers additional information that requires disclosure,

AlixPartners will file promptly a supplemental declaration with the Court.

14. In accordance with section 504 of the Bankruptcy Code and Bankruptcy Rule 2016,

neither I nor AlixPartners has entered into any agreements, express or implied, with any other

party in interest, including the Debtor, any creditor, or any attorney for such party in interest in

this chapter 11 case (a) for the purpose of sharing or fixing fees or other compensation to be paid

to any such party in interest or its attorneys for services rendered in connection therewith, (b) for

payment of such compensation from the assets of the estate in excess of the compensation allowed

by the Court pursuant to the applicable provisions of the Bankruptcy Code, or (c) for payment of

compensation in connection with this chapter 11 cases other than in accordance with the

applicable provisions of the Bankruptcy Code. If any such agreement is entered into, AlixPartners

undertakes to amend and supplement this declaration to disclose the terms of any such agreement.

15. No promises have been received by AlixPartners, or by any employee thereof, as to

compensation in connection with this chapter 11 case other than in accordance with the provisions

of the Bankruptcy Code.

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

true and correct.

Dated: December 2012 AlixPartners, LLC

Ted Stenger Authorized Representative

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1 Schedule 1

2 Potential Parties in Interest

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American Suzuki Motor Corporation Parties in Interest

The Debtor Ron Myers American Suzuki Motor Corporation Dan Williams Takashi Futamura Affiliates to Debtor Steve Bortolamedi Suzuki Motor Corporation Dirk Gould Suzuki Manufacturing Of America Dennis Blough Corporation Suzuki Canada Inc. Tom Todd GM Korea Company John Weiden David Goldiner Other Trade Names in the Last 8 Years Kevin Burns U.S. Suzuki Motor Corporation Eddie Rayyan Suzuki International Inc. Chris Coons Suzuki America Ken Bush Suzuki of America Automotive Jerry Hashimura Corporation Cathi Black Current Officers and Directors Takashi Iwatsuki Former Officers and Directors (1 year) Seiichi Maruyama Saito, Kinji Toru Muraki Suzuki, Koichi Michael Ozawa Tanaka, Masashi R. Todd Neilson Walsh, John Akira Asai Ando, Seijiro Mark Eastman Koichi Kato Equity Ownership >5% Hisashi Takayanagi Suzuki Motor Corporation Nancy Tayui Yoshihide Haruta Auto Dealers Chris White Dorsey Motor Sales, Inc. dba Victory Imports Yuichi Suzuki Classic Suzuki, LLC dba Classic Suzuki of Birmingham Jimmy Scarboro Bentley Auto, Inc. dba Bentley Auto, Inc. Pat Murphy Long-Lewis Ford of the Shoals, Inc. dba Long- Lewis Suzuki Lee Raines Bill Luke Suzuki, L.L.C. dba Bill Luke Suzuki, LLC John Rebarchak Shortline Automotive, Inc. dba Shortline Suzuki Joe Taylor Denver Isuzu Suzuki, LLC dba Denver Isuzu Suzuki, LLC Larry Vandiver McCloskey Motors, Inc. dba McCloskey Suzuki Toru Muraki Naperville Automotive, Inc. dba Experience Suzuki of North Aurora Rod Lopusnak Al Piemonte Suzuki, Inc. dba Al Piemonte Suzuki, Inc.

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Kevin Conroy Bloomington Ford Inc. dba University Suzuki Medved Suzuki North, Inc. Richardson Motors, Inc. dba Richardson Suzuki The Bill Berry Motor Company dba City Rohr-Indy Motors, Inc. dba Indy Motorwerks Auto Plaza Dellenbach Chevrolet, Inc. dba Dellenbach Five Star Motors of Lafayette, Inc. dba Bob Motors Rohrman Stephen Suzuki, Inc. dba Stephen Suzuki, Carco, Inc. dba The Car Company Suzuki Inc. Harte Nissan, Inc. dba Harte Suzuki Lochmandy Auto Group, LLC dba Lochmandy Suzuki of Elkhart Napoli Indoor Auto Outlet, LLC dba Ray Skillman Westside Imports Inc. dba Ray Napoli Suzuki Skillman Suzuki West County Line Carriage, Inc. dba County Des Moines Chrysler-Plymouth, Inc. dba Suzuki Line Suzuki of Des Moines Hertrich Investments, LTD dba Hertrich's Jensen Imports, Inc. dba Jensen Suzuki Capitol Suzuki Crown Auto Dealerships, Inc. dba Crown Junge Lincoln-Mercury, Inc. dba Junge Suzuki Suzuki South Motors Suzuki, Inc. dba South JCMC Inc. dba Jim Clark Suzuki Motors Suzuki, Inc. Bill Seidle Suzuki, Inc. dba Bill Seidle John Hoffer Chrysler Jeep, Inc. dba John Hoffer Suzuki Inc. Suzuki Fitzgerald Motors, Inc. dba Fitzgerald's Suzuki of Wichita East, LLC dba Suzuki of Countryside Suzuki Wichita East, LLC Gator Chry/Ply, Inc. dba Gator Suzuki T&R Associates, LLC dba Pride Suzuki of Olathe William Lehman Isuzu, Inc. dba William Select Auto Sales Leasing, Inc. dba Select Lehman Suzuki Suzuki Morse Operations Inc. dba Ed Morse Sam Swope Auto Group LLC dba Sam Swope Suzuki Suzuki Orlando Automotive LLC dba Fountain U.S. Car, L.L.C. dba Car Town Suzuki, USA Suzuki Diamond Motors of Daytona, L.L.C. dba Royal Suzuki, Inc. dba Royal Suzuki, Inc. Diamond Suzuki Team Vaden Imports, Inc. dba Vaden Rainbow Automotive, LLC dba Rainbow Suzuki Suzuki Southtowne Motors, Inc. dba Southtowne Bryan Imports, Inc. dba Bryan Suzuki Suzuki The Momentum Group, Inc. dba Gwinnett Blakey Auto Plex, LLC dba Blakey Auto Plex Suzuki Suzuki Bennett Suzuki, Inc. dba Bennett Suzuki Sterling Automotive Group, Inc. dba Sterling Suzuki Dennis Dillon Auto Park & Truck Center, Entrust, Inc. dba Norman-David Suzuki Inc. dba Dennis Dillon Suzuki Bob Ridings LM Jeep Inc. dba Bob Van Syckle Lincoln-Mercury dba Van Syckle Ridings Suzuki of Dec Suzuki Sutton Ford, Inc. dba Sutton Suzuki White Mountain Carraige Company LLC dba Suzuki of Manchester Jack Phelan Dodge, LLC dba Jack Phelan Foulke Management Corp. dba Cherry Hill Suzuki Suzuki Ray Chevrolet, Inc. dba Ray Suzuki Wayne Motors, Inc. dba Suzuki of Wayne MJB Saturn, LLC dba Suzuki of Glenview Green Brook Pontiac-GMC dba Suzuki of Green Brook Precision Motors, Inc. dba Paul Blouin Glassboro Imports, LLC dba Matt Blatt Suzuki Glassboro Suzuki

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Wheaton Motor City, Inc. dba Fitzgerald's Bergenfield Suzuki, LLC dba Gerdenfield Wheaton Suzuki Suzuki Fitzgerald Auto Mall, Inc. dba Fitzgerald Maurice Schwartz & Sons, Inc. dba Schwartz Suzuki Suzuki Adams Auto Company , LLC dba Adams Melloy Super Center, Inc dba Melloy Suzuki Suzuki Sharrett, Inc. dba Sharrett Suzuki Fuccillo Imports, Inc. dba Fuccillo Suzuki Gervais Imports, Inc. dba Gervais Suzuki Marketplace Chrysler Plymouth, Inc dba of Lowell Marketplace Suzuki Bedard Bros Auto Sales, Inc. dba Bedard Suzuki USA LLC dba Suzuki 112 USA LLC Bros Suzuki LaFontaine Motors, Inc. dba LaFontaine Simmons/Rockwell Autoplaza, Inc. dba Suzuki Simmons/Rockwell Mit-Suz K&M Northfield Dodge, Inc. dba K&M Wayco Wholesale Cars, Inc. dba Ki-Po Motor Suzuki Suzuki Lockport M&M Imports, Inc. dba M&M Suzuki Della North, Inc. dba Della Suzuki A&W Motors, Inc. dba Suzuki of Victory Auto Group LLC dba Bronx Suzuki Moorhead Kuehn Motor Co Inc. dba Kuehn Suzuki Victory Auto Group LLC dba Victory Suzuki Saturn of St. Paul, Inc. dba Suzuki of Homewood Motorcycles, Inc. dba Big #1 White Bear Lake Motorsports Cartiva of Burnsville, Inc. dba Apple Joe Belmont Suzuki of Shakopee Auto City Suzuki of Olive Branch, LLC Auto Expo Enterprises, Inc dba Great Neck dba Auto City Suzuki of Olive Branch Suzuki St. Charles Nissan, Inc. dba St. Charles Advantage Suzuki, LLC dba Advantage Suzuki Suzuki G.A. Imports Inc. dba Webster Groves Matthews on the Parkway, Inc. dba Matthews Suzuki Suzuki Northtowne of Libery, Inc. dba Northtowne Fogg's Auto Sales, Inc. dba Fogg's Automotive Suzuki & Suzuki JF Enterprises, LLC dba Jeremy Franklin's Planet Automotive, Inc. dba KG Suzuki Suzuki of Kansas City Thomas & Hunter Enterprises Incorporated Drivers Village, Inc. dba Burdick Suzuki dbs Suzuki of Springfield TNT Automotive Sales, Inc. dba TNT Bright Bay Suzuki, Inc. dba Bright Bay Suzuki, Suzuki Inc. Archer-Perdue, Inc. dba Archer Perdue Car Pros Automotive Group, Inc. dba Car Pros Suzuki Suzuki Jim Marsh American Corporation, dba Jim J.O. Stevenson, Inc. dba Stevenson Suzuki Marsh Suzuki Port City Nissan, Inc. dba Port City Suzuki York Auto Group, Inc. dba Suzuki of York Autex, Inc. dba Autex Suzuki Five Star/State College, Inc. dba Five Star Suzuki BJT Holding LLC dba Nashua Suzuki Jeff D'Ambrosio Suzuki of Downingtown, LP dba Jeff D'Ambrosio Suzuki of Downingtown Leith of Fayetteville, Inc dba Leith Suzuki Courtesy Oldsmobile, Inc. dba Courtesy Suzuki Prestige Motors of Asheville, Inc. dba Milford Suzuki Sales, Inc. dba Milford Suzuki Prestige Suzuki Triangle Motor Sales Inc dba Mark Hansen Auto, Inc. dba Ellis Suzuki Jacobson Suzuki Westcott Automotive, Inc dba Westcott Pottsville Ford, Inc. dba Sands Suzuki of Suzuki Pottsville Parkway Ford, Inc. dba Parkway Suzuki Tri Star Ford, Inc.

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Celebrity Suzuki of Rock Hill, LLC dba Tri Star Ford-Mercury, Inc. Planet Suzuki Capital Ford, Inc dba Capital Suzuki of Airport Automobiles, Inc. dba Moon Township Raleigh Suzuki The Symposium Group, LLC dba Ray Price Ford, Inc. dba Ray Price Suzuki Stevenson Suzuki of Wilmington King Suzuki of Hickory, LLC dba King Brown-Daub Suzuki, Inc. dba Brown-Daub Suzuki of Hickory. LLC Suzuki Ganley, Inc. dba Ganley Suzuki Jacamo, Inc. dba Auto Express Suzuki Halpert Subaru, Inc. dba Halpert Suzuki Ken Pollock Auto Group, Inc. Ganley East, Inc. dba Ganley Suzuki East Ken Pollock Chevrolet, Inc. Park Auto South, Inc. dba Parkway Suzuki Sutliff Saturn, Inc. dba Sutliff Suzuki East Herrnstein Hyundai, Inc. dba Herrnstein Wright Pontiac of Carnegie, Inc. dba Wright of Suzuki Carnegie Busam Fairfield, LLC dba Busam Suzuki G.T. Sloan incorporated dba Five Star Suzuki Altoona Bobb Automotive, Inc. dba Bobb Suzuki The Car Store, Inc. dba Jimmy's Suzuki Ferguson Advantage Imports Isuzu- Strom Slaman Suzuki, Inc. Subaru-Kia-Suzuki, LLC dba Ferguson Advantage Imports Isuzu-Subaru-Kia-Suzuki LLC Dick Dyer Alternative Transportation, LLC dba Dick Dyer Suzuki BRSI, LLC dba Big Red Suzuki Progressive Investment Concepts, Inc. dba The Suzuki Superstore Jim Smolich Motors, Inc dba Jim Smolich Soo Import, Inc. dba Graham Automotive Motors, Inc Butler Imports, Inc. dba Butler Suzuki Rapid Motors, LLC dba Rapid Motors Suzuki Auto Truck Source, LLC dba Gladstone Bill Gatton Imports, Inc. dba Bill Gatton Suzuki Suzuki Wright Suzuki, Inc. dba Wright Suzuki Mathews Nissan, Inc. dba Mathews Suzuki Joseph Chermak, Inc. dba Chermaks First Team Imports, Inc. dba Wallace Suzuki of Suzuki Johnson McQuillen Olds-Pontiac-GMC Truck, Inc. Fleet and Rental Liquidators, Inc. dba Suzuki of dba McQuillen Suzuki Nashville De Simone, Inc. dba De Simone Suzuki DeMontrond Buick Company dba DeMontrond Automotive Group, Inc. McCafferty Hyundai Sales, Inc. dba Lewis One Plaza Center Corporation dba Lewis McCafferty Suzuki Suzuki Jerry M Goldstein, Inc. dba Five Star Auto Land Select Cars, Inc. dba Auto Land Suzuki Automobiles Suzuki Van Campen Motors, Inc. dba Van Chilson, Inc. dba Chilson Suzuki Campen Motors, Inc. Diehl Motor Co., Inc. dba Diehl Suzuki Runde Chevrolet, Inc. dba Runde Suzuki Payne Brownsville, Inc.dba Payne Suzuki Thornhill Superstore, Inc. dba Thornhill Suzuki Auto's Etc. Inc. dba Automax Suzuki Bob Tyler Suzuki, Inc. dba Bob Tyler Suzuki Payne Imports LLP dba Payne Mission Coconut Creek Automotive, LLC dba Coconut Mitsubishi VW Suzuki Creek Suzuki Brink Suzuki, Ltd. Dba Brink Suzuki, Ltd. King Motor Company of South Florida dba King Suzuki Cutrubus Motors, Inc. dba Cutrubus Suzuki Bay Family of Fine Cars, LLC dba Bay Suzuki of Layton West Valley Auto, LLC dba West Valley Bill Seidle Suzuki of Davie, Inc. dba Bill Seidle Suzuki Suzuki of Davie

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KeTech LLC dba Riverton Suzuki City Automotive Suzuki, Inc. dba City Suzuki Doug Smith Chrysler Jeep, Inc. dba Doug FBC Automotive, Ltd. dba Sarasota Suzuki Smith Suzuki The L & T Auto Group, Inc. dba Quality Germain of Bonita III, LLC d/b/a Germain Motors Suzuki Suzuki Burlington Suzuki, Inc. dba Burlington Lithia MMF, Inc. dba Lithia Suzuki of Fresno Suzuki Mike Duman Auto Sales, Inc. dba Mike Tom's Truck Center-South County, Inc. dba Duman Suzuki Suzuki Depot A.D.D.D Group, Inc. dba Duncan Suzuki Kingwood Marketing, Inc. dba Kingwood Suzuki Hart Motor Company, Inc. dba Hart Motor Hopper Motorplex, Inc. dba Suzuki Cars of Company, Inc. McKinney Joint Enterprises, Inc. dba Pembroke Chacon Autos, Ltd. dba Chacon Suzuki Suzuki Little Joe's Autos, L.L.C. dba Little Joe's Park I-10 Motors, Inc. dba World Car Suzuki Suzuki Brown's Richmond Motors, Inc. dba Southwest Autoplex, LLC dba Southwest Suzuki Brown's Suzuki Continental Cars, Inc. dba Aubun Valley Chacon Autos, Ltd. dba Chacon Suzuki Dallas Cascade Chrysler Inc. dba Karmart Suzuki Cooley Suzuki, LLC dba Clay Cooley Suzuki Dwayne Lanes Chyrsler Jeep, Inc. dba Motorway Auto 1, LP dba Viva Suzuki Dwayne Lanes Everett Suzuki Peninsula Subura, Inc. dba Peninsula L and 4C, LLC dba Clay Cooley Suzuki Suzukia Leskovar Lincoln-Mercury, Inc. dba Baffin Financial, Ltd. dba Taggart Suzuki Leskovar Suzuki Vancouver Ford, Inc. dba Vancouver Manuel Auto Group, Ltd. dba Manuel Suzuki Suzuki Wenatchee Valley's Truck & Auto Outler, Vallejo CJD, LLC dba Momentum Suzuki Ines. Dba Wenatchee Suzuki Fourth Letter T, LLC dba Hallmark Suzuki Autoworld Big Stone Gap, Inc. dba Autoworld Bia Stone Gap, Inc. Brooks Biddle Automotive, Inc. dba Sisbarro's Auto World, Inc. dba Affordable Brooks Biddle Suzuki, Inc. Suzuki Matheny Motor Truck Company dba Cornhusker Auto Center, Inc. dba Cornhusker Matheny Suzuki Suzuki Bilco, Inc. dba Pantili Suzuki Carcorp, Inc. dba Dennis Suzuki Charleston Suzuki LLC dba Charleston Eide Motors, Inc. dba Eide Suzuki Suzuki Ball Automotive Group dba Ball Suzuki Automotive Warranty & Service Center, LLC dba Automotive Warranty & Service Center, LLC Lloyd A. Wise, Corp. dba Suzuki of San Hassle Free Services, Inc. dba Vince Williams Leandro Suzuki Riso Motor Car Company Arredondo Motors, Inc. dba Family Motors Suzuki Mirage Motors Inc. dba Luzzi Suzuki Golden Circle Suzuki LLC dba Golden Circle Suzuki Peoples Chrysler Jeep dba Peoples Arbogast Imports, Inc. dba Arbogast Suzuki Chrysler Jeep Gem Wiley Ford, LLC dba Colorado River Ford Cabral Western Motors, Inc. dba Cabral Suzuki Lincoln Mercury Seidner-Miller Automotive, Inc. dba Capitol Del Grande, Inc. dba Capitol Suzuki Glendora Suzuki aka Foothill Suzuki)

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1 Romain Buick Inc. dba Romain Suzuki Pugmire Suzuki, LLC dba Pugmire Suzuki Casa de Cadillac dba Van Nuys Suzuki Suzuki of NWA, Inc. 2 Wagner Waldrop Motors, Inc. dba East Wenco Auto Group, Inc. dba Suzuki of Carolina Suzuki Service Memphis 3 Anderson Suzuki of Lake Havasu City, Bowditch Ford, LLC dba Bowditch Suzuki LLC dba Anderson Suzuki Service 4 JD E-Z Auto Sales, L.L.C. dba Johnny's Glassboro Imports, LLC dba Matt Blatt Suzuki Service Glassboro Suzuki and dba Matt Blatt Glassboro 5 Suzuki Elk Grove Auto Group dba Elk Grove EHT Service 6 Suzuki Strieter Motor Company dba Strieter Motor Riverside Auto Holdings, Inc. dba Singh Suzuki 7 Company Service Brooklyn Park Automotive, Inc. dba San Diego Auto Liquidators, Inc. dba Suzuki of 8 Monies Brooklyn Park Suzuki Escondido Parts and Service Paul Benton Motors, LLC MDS, Inc. dba Mike Smith Suzuki Service 9 Gold Star Motors, Inc. dba Gold Star Wakefield Automotive, Inc. dba Wakefield Suzuki Service and Parts 10 Suzuki Mastro Bros. Auto Group, LLC dba Suzuki Bob Wade Lincoln-Mercury, Inc. dba Bob Wade Suzuki Parts and Service Center 11 of Central Florida Auddie Brown Auto Sales of Florence, Inc. Continental Motor Co., Inc. dba Continental Suzuki Service 12 dba Auddie Brown Suzuki Wolfs Interstate Leasing & Sales, LLC dba Northsound Auto Group, LLC dba Dwayne 13 Wolf s Bozeman Suzuki Lane's Suzuki Alton E. Blakley Co., Inc. dba Alton 14 Blakley Suzuki Dale Jarrett Ford, Inc. dba Dale Jarrett Accounts 15 Suzuki Evans Suzuki, Inc. dba Evans Suzuki Bank of the West 16 Kirby Olsmobile dba Suzuki of Ventura Mizuho Autopro Remarketing, Inc. dba Autopro Shizuoka Bank, Ltd. 17 Suzuki Randy Roper Motors LLC dba Roper Sumitomo Mitsui Bank 18 Suzuki Warta Buick, Inc dba Suzuki of Salina Union Bank of California 19 Marvin K. Brown Auto Center, Inc. dba Bank of America Marvin K. Brown Suzuki 20 Union Bank of California Professional Service Providers to the 21 Debtors BAKER BOTTS LLP Top Unsecured Creditors (50 largest unpaid 22 as of 10-16-2012) BERKOWITZ OLIVER WILLIAMS YOSHIMURA RACING LLC 23 NELSON MULLINS RILEY & ADVANSTAR COMMUNICATIONS INC 24 SCARBOR PRICE WATERHOUSECOOPERS BAYLOR GROUP, INC. 25 WINSTON & STRAWN LLP CREATIVE WORKS JULIA TACHIKAWA ROTH RETAIL PROPERTY HOLDING, LLC 26 ASHE, RAFUSE & HILL, LLP SYSTEM SIMULATIONS, INC. WILKES LAW FIRM, P.A. WARRANTY SOLUTIONS MANAGEMENT 27 CORPORATION MARSHALL, DENNEHEY WARNER, ENGINE TREND RIVERSIDE INC. 28 COL

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DINSMORE & SHOHL LLP SPX SERVICE SOLUTIONS POLSINELLI SHUGHART PC NATIONAL STANDARD PARTS ASSOCIATES, INC. SUTHERLAND, ASBILL & BRENNAN, MATRIX CONCEPTS, LLC C2 LEGAL NMMA Kirkland & Ellis FALCON ENTERPRISES STRASBURGER & PRICE, LLP SAMEDAY CYLINDER SERVICE RUGGERELLO LAW GROUP L.L.P. AVAYA INC KPMG, LLP MAIN COMPANY BAKER & HOSTETLER LLP FLEET CAR CARRIERS BUCHANAN, INGERSOLL & ROONEY, FARIA MARINE INSTRUMENTS O'HAGAN SPENCER, LLC SPECTRUM LUBRICANTS CORPORATION HISCOCK & BARCLAY LLP RAYMOND TODD NEILSON BRACEWELL & GIULIANI LLP AMREP INC HORN AYLWARD & BANDY, LLC COURTESY OLDSMOBILE INC O'HAGAN SPENCER LLP IPSOS LOYALTY, INC. DANNER & MARTYN, LLP SOPUS PRODUCTS BROMAGEN & RATHET, P.A. ICL INC CLAPP PETERSON TIEMESSEN OPTISOURCE TECHNOLOGIES INC THORS STRADLING YOCCA CARLSON & SOUTHLAND INDUSTRIES RAUT LAW OFFICES OF MARK WRAY UPS FREIGHT PINKERTON CONSULTING & INVEST' JMC PROMOTIONS LOZA & LOZA LLP AMPORTS LIGHTFOOT, FRANKLIN & WHITE GT SLOAN INCORPORATED HOTTA LIESENBERG SAITO & CO CARMICHAEL INTERNATIONAL SERVICE JACOBSON HOLMAN PLLC GE COMMERCIAL DISTRIBUTION FINANCE WOOD & JENKINS, PLLC AIMIA KRAVIT, HOVEL, KRAWCZYK S.C. GE MONEY BANK BECHERER, KANNETT & AMERICAN SUZUKI FINANCIAL SCHWEITZER SERVICES MCGUIREWOODS ECKHAUS FLEET, LLC GM KOREA COMPANY Debtors Current and Former Depository CORNERSTONE USA Institutions where Debtors Maintain SEVEN SPRINGS SALES, LLC QUESTUS, INC. BARRETT MOVING AND STORAGE UNITED PARCEL SERVICE AKAMAI TECHNOLOGIES INC MARSH USA, INC LONG LEWIS FRD SHOALS INC SPARK COMMUNICATIONS L AND 4C LLC GENERAL MOTORS LLC ADVERTISING CHECKING BUREAU, FLEET CAR CARRIERS INC LYNDEN TRANSPORT INC. YOSHIMURA RACING LLC HERSHEY PAPER COMPANY FEDEX FREIGHT WEST ADVANTAGE SUZUKI LLC ADVANTAGE SUZUKI LLC THE PLASTICS GROUP, INC. SCHWAB RETIREMENT PLAN SERVICES ACTION EXPEDITING, INC NUCLEUS WORLDWIDE LLC

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1 ATC DRIVETRAIN, LLC. BANK OF AMERICA SIMMONS/ROCKWELL AUTO INC UPS FREIGHT 2 BILCO INC SUZUKI INTERNATIONAL EUROPE GMBH AVIS BUDGET CAR RENTAL, LLC 3 LEWIS ONE PLAZA CTR CORP SOUTHEASTERN FRT LINES J B HUNT TRANSPORT 4 AVIS BUDGET GROUP, INC. Significant Utilities TOTAL TRANSPORTATION SERVICE 5 AT&T GARMIN 6 CITY OF BREA BERKOWITZ OLIVER WILLIAMS CITY OF ORANGE COURTESY OLDSMOBILE INC 7 CITY OF WIXOM BAYLOR GROUP, INC. COBB COUNTY WATER SYSTEM ALLY Bank 8 COBB ELECTRIC MEMBERSHIP CORP ATC DRIVETRAIN, LLC. 9 CONSUMERS ENERGY JACAMO INC DTE ENERGY SIMMONS/ROCKWELL AUTO INC 10 GAS SOUTH LLC BURLINGTON NORTHERN RR CO MERRILL & ASSOCIATES INC BUTLER, WOOTEN & FRYHOFER, LLP IN 11 TRUST PENNSYLVANIA-AMERICAN WATER BAKER BOTTS LLP 12 CO PPL ELECTRIC UTILITIES RAY CHEVROLET INC 13 SOUTHERN CALIFORNIA EDISON CO. NELSON MULLINS RILEY & SCARBOROUGH, LLP 14 THE GAS COMPANY WARN INDUSTRIES INC. U.S. BANK NATIONAL ASSOCIATION 15 UGI UTILITIES, INC UPPER ALLEN TOWNSHIP TOYOTA TSUSHO CORP NAGOYA HEAD 16 OFFICE YORBA LINDA WATER DISTRICT US BANK 17 DOWCO INC 300 Major Vendors (based on last 12 VICTORY AUTO GROUP LLC 18 months spend) SUZUKI MANUFACTURING OF SPX SERVICE SOLUTIONS 19 AMERICA CORPORATION SILTANEN & PARTNERS PRECISION MOTORS INC 20 ADVERTISING SHEFFIELD FINANCIAL, LLC A DUIE PYLE INC 21 ANSIRA COCONUT CREEK AUTOMTV LLC ACTION EXPEDITING, INC 22 SOPUS PRODUCTS AMPORTS TRIANGLE MTR SLS INC 23 BARRETT MOVING AND STORAGE WINSTON & STRAWN LLP DENVER ISUZU SUZUKI LLC K & R TRANSPORTATION, LLC 24 CALIFORNIA AIR POLLUTION MOTORCYCLE INDUSTRY COUNCIL CONTROL FUND 25 SYSTEM SIMULATIONS, INC. WRIGHT SUZUKI INC PNC BANK 26 SOUTHEASTERN FRT LINES SUN LIFE ASSURANCE COMPANY OF THE DREXEL GROUP, INC 27 CANADA DELLA NORTH INC PACIFIC VEHICLE PROCESSORS 28 NAVICO, INC. ORANGE COUNTY TAX COLLECTOR

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ENGINE TREND RIVERSIDE INC. MEDVED SUZUKI NORTH INC NISSAN NORTH AMERICA, INC. A & W MOTORS INC CAPITAL FORD INC SUZUKI 112 USA LLC MCCLOSKEY MOTORS, INC. NATIONAL CYCLE INC MARKETPLACE C/P, INC SMCI FIVE STAR/ST. COLLEGE INC PASHA GROUP LOGISTICS SERVICES WAGGONERS TRUCKING AIR CONTACT TRANSPORT INC THE L & T AUTO GROUP INC BUSHWACKER CREATIVE WORKS ABBOTT STAFFING GROUP, INC. SUMMIT INDUSTRIES, INC JP MORGAN CHASE FTI CONSULTING, INC 0 E CONNECTION LLC JF ENTERPRISES LLC MJB SATURN LLC WALLENIUS WILHELMSEN BOWMAN AND BROOKE LOGISTICS VEHICLE IMPARTIAL SERVICES GROUP LLC WACHOVIA MANAGEMENT CORPORATION MATRIX CONSULTANTS STATE BOARD OF EQUALIZATION PRICE WATERHOUSECOOPERS AUTO WAREHOUSING CO J D POWER & ASSOCIATES LIGHTFOOT, FRANKLIN & WHITE SEAN P. CARR, AND HIS SAMEDAY CYLINDER SERVICE ATTORNEYS, THE NEW MATHEWS NISSAN INC LEITH OF FAYETTEVILLE INC MERRILL & ASSOCIATES INC FORD MOTOR CREDIT HANSEN AUTO INC WEST VALLEY AUTO LLC ROYAL SUZUKI INC ADVANSTAR COMMUNICATIONS INC IRWIN BROH & ASSOCIATES INC RANDSTAD STAFFING SERVICES INC SAFETY ENGINEERING ASSOC INC BRETT METCALFE FALCON ENTERPRISES RAINBOW AUTO OF HAMMOND MERIDIAN IT INC MILLER ZELL, INC BROOKVALE INTERNATIONAL DEPENDABLE AUTO SHIPPERS, INC SPECTRUM LUBRICANTS HORIBA INSTRUMENTS INC CORPORATION U S XPRESS INC. WHEATON MOTOR CITY INC MCQUILLEN OL-PT-GMC,INC PASONA N A, INC. THORNHILL SUPERSTORE INC TEAM VADEN IMPORTS INC SEGAL MCCAMBRIDGE SINGER & MILFORD SUZUKI SALES INC MAHONEY, LTD. CDW COMPUTER CENTERS, INC COLORADO SUZUKI AUTO ADV. ASSOC. ASHE, RAFUSE & HILL, LLP JMC PROMOTIONS PRECISION PROPELLER INDUSTRIES, AMREP INC INC WAYNE MOTORS, INC. WAYCO WHOLESALE CARS INC URBAN SCIENCE APPLICATIONS, INC SAM SWOPE AUTO GROUP LLC SPECIALTY TRANSPORT, INC. RC RACING LLC CASSENS TRANSPORT COMPANY VIAM MANUFACTURING, INC. DIGITAL MOTORWORKS, INC ASSOCIATION OF GLOBAL AUTOMAKERS, INC. BILL SEIDLE SUZUKI INC FELD MOTOR SPORTS, INC. OAK HARBOR FRT LINES, INC WATERS & KRAUS, LLP AS TRUSTEE FOR

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LANDSBERG SOUTHERN CALIFORNIA EDISON CO. HOPE VALLEY INDUSTRIES INC JAY AUTOMOTIVE GROUP, INC. AND AVAYA FINANCIAL SERVICES ALLY BANK FARIA MARINE INSTRUMENTS RAINBOW AUTOMOTIVE LLC ORACLE AMERICA, INC. TRI STAR FORD INC EMKAY INC GATOR CHRY/PLY, INC. SELLAND AUTO TRANSPORT ALFRED MCKINNEY CONTRACTOR DIAMOND MTRS OF DYTNA LLC NICHMEDIA WELLS FARGO EXPONENT FAILURE ANALYSIS ASSOCIATES WRIGHT PONT CARNEGIE INC D & D SERVICES INSIGHT INVESTMENTS, LLC EGR, INC HERSHEY PAPER COMPANY CROSS COUNTRY MOTOR CLUB INC RICHARDSON MOTORS INC. FOGGS AUTO SALES INC AWTEC USA ALLEN DISTRIBUTION LYNDEN TRANSPORT INC. TCP BEEKMAN MARKETING GROUP HAYASHI TELEMPU NORTH AMERICA ORLANDO WORLD CENTER MARITZ TRAVEL COMPANY MARRIOTT CITIZEN PAINE LLC FOURTH LETTER T LLC CUSTOM ASSEMBLY INC TOTEM OCEAN TRAILER EXPRESS INC FOULKE MANAGEMENT CORP NATIONAL POWERSPORT AUCTIONS BROCKMAN AUTOMOTIVE INC UNITED SIGN SYSTEMS DOUG SMITH CHRYS JEEP INC C.A.R. TRANSPORT INC DAYTON FREIGHT LINES, INC. B33 CONSULTING INC ORANGE COUNTY CONTAINER MELLOY SUPER CENTER INC RYAN DUNGEY GEORGIA DEPT OF REVENUE CALIF CARTAGE COMPANY ROHR LAW MOTORS INC J.B. BOSTICK CO., INC J.O.STEVENSON, INC. SPECIALTY VEHICLE INSTITUTE OF AMP RESEARCH AMERICA, SHIPPERS WAREHOUSE OF GEORGIA RUSS SHORKEY RESARE MARKETING DBA SHOW PARK AUTO SOUTH INC MAX MARKETING TEKSYSTEMS INC LAURA C FELFEL US SUZUKI LLC MARSHALL, DENNEHEY WARNER, COLEMAN MAIN COMPANY HERRNSTEIN HYUNDAI INC SYSTEM 7, INC STATE OF WASHINGTON DEPARTMENT OF REVENU OCEAN REEF CLUB SUZUKI CANADA INC. SADDLEMEN COBB COUNTY TAX COMMISSIONER ARCHER-PERDUE INC DEPARTMENT OF MOTOR VEHICLES JEFF D'AMBROSIO SUZ LLC POLSINELLI SHUGHART PC WILKES LAW FIRM, P.A. PARKER HANNIFIN CORP KENWOOD USA CORPORATION TEAM HAMMER INC AVAYA INC SEXTANT, LLC SHORTLINE AUTOMOTIVE INC YORK AUTO GROUP INC

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DONALD BAKER, THE ESTATE OF CAR PROS AUTOMTV GRP INC DONNA BAKER, FRANCHISE TAX BOARD SOUTHLAND INDUSTRIES SIR SPEEDY PRINTING BOB RIDINGS LM JEEP INC NMMA SELECT AUTO SLS LSNG INC BEIRNE, MAYNARD & PARSONS JASON R FELKER FEDERAL EXPRESS CORP SHELLY D. HOWERTON AND JAMES R. HOWERTON MOTIVACTION THE MOMENTUM GROUP INC RUMBERGER, KIRK AND MCCAFFERTY HYI SLS, INC CALDWELL, P.A. FIRST TEAM IMPORTS INC MATTHEWS ON THE PKWY INC HONDA FINANCIAL SERVICES BRIAN LOGAN MEREDITH CORPORATION MOULTON, BELLINGHAM LONGO & MATHER NORTH AMERICAN WAREHOUSING BBVA COMPASS COMPANY BOBB AUTOMOTIVE INC PARTNERS CONSULTING SERVICES, INC. DINSMORE & SHOHL LLP SUN TRUST BANK ADVERTISING CHECKING BUREAU, JOSEPH CHERMAK, INC. INC CORNELL & GOLLUB REYNALDO AND MARY GARCIA IN THE TRUST OF COUNTY LINE CARRIAGE INC SUZUKI AUSTRALIA PTY LTD AKAMAI TECHNOLOGIES INC DUPLASS, ZWAIN, BOURGEOIS, MORTON, BECHERER, KANNETT & WARRANTY SOLUTIONS SCHWEITZER PALMER LEASING GROUP AUTO EXPO ENT INC (PACLEASE) ROI Midwest Motorcycle Setup Inc. SNAP-ON BUSINESS SOLUTIONS, INC Lynden Transport DE SIMONE, INC. Mayflower/Boulevard MOTORCYCLE SAFETY KGM Assemblers Inc. FOUNDATION INTERNAL REVENUE SERVICE Brown Cartage FUCCILLO IMPORTS INC Cartage Plus R L POLK & COMPANY K&R MEDVED SUZUKI SOUTH INC J. B. Hunt Transport POLYTEC FOHA Total Transportation Services SOVEREIGN BANK U.S. Xpress BLACK HORSE CARRIERS, INC. AWC DENNIS ZERBE, TREASURER Amports MORSE OPERATIONS INC WWL BILL GATTON IMPORTS INC California Cartage Company POTTSVILLE FORD INC Brookvale International LITIGATION RESEARCH Allen Distribution TECHNOLOGIES COBB ELECTRIC MEMBERSHIP CORP Chicagoland Cities Quad NAPOLI INDR AUTO OTLT LLC Shippers Warehouse Shippers Warehouse of Georgia

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Beneficiaries and Issuers of Letters of United Warehouses Credit Union Bank A.C.T. Air Contact Transport Bank of America Blackhorse Carriers, Inc. Avalon Risk Management Action Expediting Argonaut Insurance FedEx Trade Networks ALG Common Carriers and Warehousemen Carmichael International Service to the Debtors BNSF C.A.R. Transport Major Insurers and Insurance Brokers Cassens Auto Transport CNA/Continental Ins. Co. Dependable Auto Shippers K&K Insurance (Great American Assurance Co./Nationwide Life Insurance Co.) Fleet Car Carriers Federal Insurance Company/Chubb Specialty Pasha Distribution Services Houston Casualty Company Reliable Auto Carriers Starr Marine Agency of California/national Liability & Fire Insurance Company Select 1 Transport Sompo Japan Selland Auto Transport Tokio Marine The Waggoners Trucking Chubb/Federal Insurance Totem Ocean Trailer Express Wallenius Wilhelmsen Lines Major Third Party Administrators FedEx Parcel Automatic Data Processing, Inc. FedEx Freight - West Aetna FedEx Freight - East Kaiser Permanente UPS Parcel EyeMed UPS Freight Chard Snyder Southeastern Freight Ed Eskew A Duie Pyle Dayton Freight Parties to Litigation — Plaintiffs and Plaintiff Attorneys Oak Harbor JF Enterprises, LLC d/b/a Jeremy Franklin's Suzuki of Kansas City D&D Services Inc. Olathe Showcase Cars, Inc. d/b/a Jeremy Franklin Suzuki of Olathe Custom Assembly Strong Garner Bauer, P.C. IDS White, Allinder, Graham, Buckley & Carr, LLC Gildemeister Trucking D2K, Inc., d/b/a Suzuki of Huntsville Lincoln Financial Shoals Suzuki, Inc. Hotta Liesenberg Saito & Co. Varsity Suzuki, Inc. Trans Pacific Gary Linam Baddley & Mauro, LLC Parties to Litigation — Defendants and Bainbridge, Mims Defendant Attorneys Watts Powersports, Inc. Department of Justice Tommy Watts Jay Automotive Group, Inc., d/b/a Jay Suzuki Carolyn Watts Butler, Wooten & Fryhofer, LLP Tyler Watts James Brockman, Jr.

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T&T Testers, Inc. Hampton of Greer, LLC Cotton Bledsoe Tighe & Dawson, PC Suzuki of Greer, LLC Principal Life Insurance Company The Clardy Law Firm, PA Principal Financial Group, Inc. Law Office of Matthew Bobo, PLLC Wilson Elser Moskowitz Edelman & John Cornelius Dangerfield Dicker LLP Suzuki Motor Corporation Johnny's Enterprises, Inc. Boshart Engineering, Inc. Johnny's Suzuki of Easley, LLC Desimone, Inc. Johnny's Suzuki of Myrtle Beach, LLC Desimone Motor Vehicles, Inc. Lofton & Lofton, PC National Auto Finance Co. Stephen Michaels, LLC Bill Seidel's Suzuki, Inc. Fabrizio & Brook, P.C. Stephen Pontiac-Cadillas, Inc. Route 9 Auto World, Inc. d/b/a Autoworld Suzuki Queens Suzuki Towne, Ryan & Partners, PC Kipo Motors Lloyd A. Wise Corp., dba Suzuki of San Leandro Rick Hill Nissan, Inc. Musick, Peeler & Garrett LLP Johnny's Suzuki of Moncks Corner 1-27 Powersports, Inc., d/b/a 1-27 Marine & Powersports John C. Dangerfield John W. Beakley Suzuki 112 The Law Office of Jeremy C. Anderson, PC Green Country Honda Suzuki Champion Motor Sports DRT, LLC dba Edge Performance Sports Rober A. Lee, Jr. Law Office of Wendy M. Kent The Margolis Law Firm, LLC Brian Sullivan Nitiah Beatriz Ponce Kent H. Andersson Feiler & Leach, PL Kent H. Andersson DBA Andersson Mariusz Makuch Marine Andersson Marine, Inc. Consumer Law Group, LLC BOAT/U.S., Inc. DBA Boat Owners Joy Michalitsis Association of the United States BOAT/U.S. Foundation Lisa G. Odle The Continental Insurance Company Kyle Ostopick Maurer Marine, Inc. David J. Gorberg & Associates, PC Mitchell Bernardo dba Sunset Inflatables Heather Pesotini Wiborg Marine, Inc., d/b/a Bob Hewes Kimmel & Silverman Boats Larrys Automotive, Inc. d/b/a Power Cats Dominique Pierce of Miami The Margolis Law Firm, LLC Harry Rivers The Regents of the University of California Levi Rivers Stephenson, Acquisto & Colman Kimmel & Silverman Beacon Navigation GMBH Sara Margaret Sasala Young Conaway Stargatt & Taylor, LLP Mark C. Sasala Freitas Tseng & Kaufman LLP Kimmel & Silverman Meredith Corporation James M. Siracuse Belin McCormick, PC Mary Beth A. Siracuse Felicia and Ric Dorman Kimmel & Silverman

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1 The Libland Law Firm Dawn M. Smith Dorene Bonilla Kimmel & Silverman 2 Eric Bonilla Bertha Velazquez 3 Kimmel & Silverman Krohn & Moss, Ltd. Jeremy R. Brawdy Kevin Vullo 4 Dale W. Brawdy Whitley Wright Kimmel & Silverman Strawn and Edwards PLLC 5 Bobbi Broughton Julie Yates Kimmel & Silverman 6 Krohn & Moss, Ltd. Joseph P. Burger Jr. Tammy Young 7 Lucy M. Burger Gadtke & Brennan, PA Kimmel & Silverman Anthony Ray Benton Jr. 8 Anthony Cockrell Camisha Conover Fred Davis 9 June Cockrell Law Offices of William R. McGee Scottie Doucet 10 Jeffrey and Marlys Cook Brame & McCain Gadtke & Brennan, PA Glenn Ebow 11 James E. Cooper Law Offices of Todd M. Friedman, PC Ricardo Rivera 12 Kimmel & Silverman Reginald L. Gilford Sr. Kimmel & Silverman 13 Daun Holland State Farm Mutual Automobile Insurance Company, as Subrogee of Danial Stenger 14 Kimmel & Silverman James M. O'Dea John Hillebrecht Poliana Wijaya 15 Amanda Stephens Kimmel & Silverman Samantha L. Bridgewater 16 Law Offices of William R. McGee Andre D. Johnson Donald Craig Automotive Group, LLC 17 Kimmel & Silverman North American Warhorse, Inc. Brenda Johnson Rinaldi & Poveromo, PC 18 Kalikhman & Rayz, LLC Attorney General of Missouri Attorney General of the State of Kansas 19 Jeffrey Kantner Jean P. Kantner Consumer Protection Division" 20 David J. Gorberg & Associates, PC Edward Craft Nancy M. Kennon Kimmel & Silverman 21 California Lemon Law Groupk Inc. Nathan Washburn Krohn & Moss, Ltd. 22 Tiffany L. Landi Kimmel & Silverman Miller Auto Sales, Inc. d/b/a Miller Honda 23 Volkswagen Isuzu Suzuki Raimundo Lopez-Lima Levi Charapp & Weiss, LLP 24 Law Offices of Larry R. Hoddick Brad A. Grist Kurt Castellano Pisarra & Grist 25 David J. Gorberg & Associates, PC Michele Amburn Kimmel & Silverman 26 Frederick Franks Peters, Murdaugh, Parker, Eltzroth & Ute Dukes 27 Detrick, PA Angelo Fonsone Kimmel & Silverman 28 PTR Inc., d/b/a Victory Lane Power Sports Dana Hinson

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Carol Anderson Kimmel & Silverman Law Offices of William R. McGee Madeline Mendez Linda A. Bazzone Kimmel & Silverman James M. Bazzone Tamika Jones Kimmel & Silverman Brenda Plummer Rob Crowell Kimmel & Silverman Kimmel & Silverman Eneida Sanchez Ronald W. Emerick Kimmel & Silverman Kimmel & Silverman Conrad J. Kopic Julia K. Genter National Charter, Inc. Kimmel & Silverman Gary W. Pollack, PA Thomas Pfeifer Jr. Mr. Yamaha, Inc. d/b/a Mr. Motorcycle Kimmel & Silverman Riggs, Aleshire & Ray, PC Jon Shelton John Flanigan Kimmel & Silverman David J. Gorberg & Associates, PC Tony and Susan Stock Bruce Fleming Krohn & Moss, Ltd. Mandy Mease Southern Cycle Center, Inc. dba New Kimmel & Silverman Orleans Power Snorts Fitzgerald Oldsmobile-Cadillac, Inc. d/b/a/ V&E Inc. dba Redline Cycles Fitzgerald Suzuki Charapp & Weiss, LLP Angelique Richards Richard Barnhart Kimmel & Silverman Kimmel & Silverman Maveryck Langford Stevenson Audrie Craig Jim Ward Kimmel & Silverman Krohn & Moss, Ltd. Aubry Mortimer Primo Moreno Kimmel & Silverman Krohn & Moss, Ltd. Mitchell M. Roney Kimmel & Silverman Brandy Ellenberger-Sarvey Kimmel & Silverman Guy Knoch Richard A. Hoffman David M. Seida Russell L. Baldwin Jason Willis JNW LLC William Smith Smith's Sports Cycles Galese & Ingram, PC Brenda Beck Butler & Associates, PA Linda G. Bush Frank Pentaude Enniscoleman, LLP Fermina Urroz

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1 Mario Urroz Kimmel & Silverman 2 Michael Hedrick 3 Kimmel & Silverman Angeline Kamon 4 Kimmel & Silverman Yvonne Obukowho 5 Kimmel & Silverman 6 Carol Paprocki Krohn & Moss, Ltd. 7 Adrienne Stead David J. Gorberg & Associates, PC 8 Lisa Wilhelm 9 Kimmel & Silverman George Sprague 10 Steven M. Lundbohm

11 Judges and Court Personnel in Santa Ana 12 C.D. of Cal. Bankruptcy Judges (Santa Ana Only 13 Theodor C. Albert 14 Catherine E. Bauer Scott C. Clarkson 15 Erithe A. Smith Mark S. Wallace 16 UST Region 16 17 Peter C. Anderson Frank Cadigan 18 Abram S Feuerstein Jennifer Braun 19 Jill Sturtevant 20

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1 Exhibit C

2 Engagement Letter

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AliX

November 29, 2012

James Morrell, Co-Chairman Official Committee of Unsecured Creditors of American Suzuki Motor Corporation Advantage Suzuki LLC 760 Central Avenue Albany, NY 12206

Tim Murphy, Co-Chairman Official Committee of Unsecured Creditors of American Suzuki Motor Corporation Siltanen, Inc. Dba Siltanen & Partners Advertising 353 Coral Circle El Segundo, CA 90245

Re: Agreement for Advisory Services

Dear Mssrs. Morrell and Murphy:

This letter, together with the attached Schedule(s) and General Terms and Conditions, sets forth the agreement ("Agreement") between AlixPartners, LLC, a California limited liability company ("AlixPartners") and the Official Committee of Unsecured Creditors (the "Committee") of American Suzuki Motor Corporation and certain of its affiliates in their Chapter 11 case(s) (the "Debtor" or "Suzuki") for the engagement of AlixPartners to provide advisory services to the Committee with respect to the Debtor's Chapter 11 case(s) pending in the United States Bankruptcy Court for the Central District of California (the "Bankruptcy Court").

All defined terms shall have the meanings ascribed to them in this letter and in the attached Schedule(s) and General Terms and Conditions.

OBJECTIVES AND TASKS

AlixPartners will assist the Committee in evaluating and implementing strategic and tactical options through the Chapter 11 and restructuring process. A general list of tasks AlixPartners might be asked to perform includes the following:

• Advise and assist the Committee in its analysis and monitoring of the Debtor's historical, current and projected financial affairs, including without limitation, schedules of assets and liabilities, statement of financial affairs, periodic operating reports, analyses of cash receipts and disbursements and analyses of cash flow forecasts.

515 S. Flower Street I Suite 3050 I Los Angeles, CA I 90071 I 213.437.7100 I 213.437.7101 fax I www.alixpartners,corn Case 8:12-bk-22808-SC Doc 232 Filed 12/04/12 Entered 12/04/12 15:08:17 Desc Main Document Page 49 of 70

AIIXIt, I*

Mssrs. Morrell and Murphy November 29, 2012 Page 2 of 18

• Analyze the Debtor's business plans, including prospective financial statements and the related underlying assumptions and support thereto. • Develop periodic monitoring reports to enable the Committee to effectively evaluate the Debtor's performance on an ongoing basis. • Assist and advise the Committee and its counsel in reviewing and evaluating any court motions filed or to be filed by the Debtor or any other parties-in-interest, including, but not limited to: — Dealer settlement motion — Sale of assets Post-petition financing arrangements Critical vendor arrangements Cash management Assumption or rejection of executory contracts

• Analyze the Debtor's assets and claims and assess potential recoveries to the various creditor constituencies under various scenarios. • Advise and assist the committee in its review of: (i) intercompany transactions, including those between the Debtor and non-Debtor subsidiaries and affiliates and (ii) related-party transactions. • Advise and assist the Committee in identifying and/or reviewing preference payments, potential fraudulent conveyances and other causes of action that the Debtor's estates may hold against third parties. • Attend Committee meetings and court hearings as may be required in the role of advisors to the Committee. • Assist the Committee in discharging its communication and disclosure obligations to its constituency including, but not limited to establishing a committee information website. • Provide other services that are consistent with the Committee's role and duties as may be requested from time to time and that fall within AlixPartners' expertise.

STAFFING

Ted Stenger will be the Managing Director responsible for the overall engagement. He will be assisted by Michelle Campbell Ross, Managing Director, Brad Hall, Director, Kevin Case 8:12-bk-22808-SC Doc 232 Filed 12/04/12 Entered 12/04/12 15:08:17 Desc Main Document Page 50 of 70

AlixT

Mssrs. Morrell and Murphy November 29, 2012 Page 3 of 18

Chiu, Director, and consultants at various levels, who have a wide range of skills and abilities related to this type of assignment.

TIMING AND FEES

AlixPartners commenced this engagement in good faith on or about November 16, 2012 in anticipation of receipt of a copy of the Agreement executed by the Committee.

The Debtor shall compensate AlixPartners for its services, and reimburse AlixPartners for expenses, as set forth on Schedule 1.

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AIX"?an] 11Th r ii malls !malty..

Mssrs. Morrell and Murphy November 29, 2012 Page 4 of 18

If this letter correctly sets forth our agreement, please sign and return the enclosed copy of this letter.

We look forward to working with you.

Sincerely yours,

AEXPARTNERS, LLC

Ted Stenger Authorized Representative

Acknowledged and A eed-to. Official Comrru e o Unsec red edi o American Suzuki Motor Corporation By: Its: Co hairman Dated: fr 2J

Official Committee of Unsecured Creditors of American Suzuki Motor Corporation By: Its: Co-Chairman Dated: Case 8:12-bk-22808-SC Doc 232 Filed 12/04/12 Entered 12/04/12 15:08:17 Desc Main Document Page 52 of 70

Alix

Mssrs. Morrell and Murphy November 29, 2012 Page 4 of 18

If this letter correctly sets forth our agreement, please sign and return the enclosed copy of this letter.

We look forward to working with you.

Sincerely yours,

ALIXPARTNERS, LLC

Ted Stenger Authorized Representative

Acknowledged and Agreed to: Official Committee of Unsecured Creditors of American Suzuki Motor Corporation By: Its: Co-Chairman Dated:

Official Committee of Uns;ccurcd Cr tors of American Suzuki Motor Corporation By: Its: Co-Chairman Dated: Case 8:12-bk-22808-SC Doc 232 Filed 12/04/12 Entered 12/04/12 15:08:17 Desc Main Document Page 53 of 70

SCHEDULE 1

FEES AND EXPENSES

1. Fees: AlixPartners' fees will be based on the hours spent by AlixPartners' personnel at AlixPartners' hourly rates, which are:

Managing Directors $ 815 - 970 Directors $ 620 - 760 Vice Presidents $ 455 - 555 Associates $ 305 - 405 Analysts $ 270 - 300

AlixPartners reviews and revises its billing rates on January 1 of each year.

For those engagements where AlixPartners provides electronic discovery services — which may include the identification, preservation, collection, processing, hosting and production of electronically stored information — the following charges for processing, hosting and production will apply in addition to the hourly fees associated with the identification, preservation and collection of electronically stored information:

Service Description Per Unit Cost Data Processing (De-duplication, metadata $125/GB extraction and indexing for search) Relativity Load Fees $400/GB Relativity Analytics (as necessary) $250/GB Hosting Fees (Monthly Charge) $50/GB User Fees (Monthly Charge) $100/user Production TIFF charges .04/pg Production endorsements .01/endorsement Creation of production sets and load files Hourly Production media At cost

AlixPartners will not charge for electronic discovery services, provided that any such services are not a significant part of the engagement. In the event that a significant level of electronic discovery services is required, AlixPartners will consult with you before undertaking such services.

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2. Expenses: In addition to the fees set forth in this Schedule, AlixPartners shall apply to the Court for the Debtor to pay directly, or reimburse AlixPartners upon receipt of periodic billings, for all reasonable out-of-pocket expenses incurred in connection with this assignment, such as travel, lodging and meals.

3. Retainer: AlixPartners does not require a Retainer for this engagement, but we reserve the right to request a Retainer in the future.

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SCHEDULE 2

DISCLOSURES

We know of no fact or situation that would represent a conflict of interest for us with regard to the Company. However, we wish to disclose the following.

For the purpose of the "Disclosed Matters" set forth in this Schedule, and unless otherwise expressly provided herein, the term "AlixPartners" shall mean AlixPartners, LLP together with each of its subsidiaries including, without limitation, AP Services, LLC.

• Funds managed by subsidiaries of CVC Capital Partners SICAV-FIS S.A. ("CVC"), a private equity and investment advisory firm, own a controlling stake in AlixPartners Holdings, LLP ("AP Holdings"), the parent of AlixPartners, LLP, an affiliate of AP Services, LLC (collectively, "AlixPartners"). CVC Credit Partners, L.P. ("CVC Credit Partners") is a global debt management business and a majority owned subsidiary of CVC.

CVC's private equity funds ("CVC Funds") and debt funds ("CVC Credit Partners' Funds") are managed independently from each other, with no overlap in membership of the relevant investment committees or boards of entities with responsibility for investment decisions. CVC has in place an internal information barrier between the CVC Funds and the CVC Credit Partners' Funds. All CVC Credit Partners investment professionals are dedicated to CVC Credit Partners and are not involved in the private equity business. CVC Credit Partners also has separate IT systems and workspaces.

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Alix I ai

determined to the best of its knowledge that there are no resulting disclosures other than as noted herein. The term "portfolio company" means any business in which a CVC fund has a direct controlling or minority interest. The term "portfolio company" does not include indirect investments such as businesses owned or investments made by a CVC Funds portfolio company or investments made by the CVC Credit Partners' Funds. CVC Credit Partners Funds, as well as other CVC Entities, may in the ordinary course from time to time hold, control and/or manage loans to, or investments in the Debtor and parties in interest in these cases. Further, the CVC Entities may have had, currently have or may in the future have business relationships or connections with the Debtor or other Potential Parties in Interest in matters related to or unrelated to the Debtor or this chapter 11 case. Furthermore, AlixPartners has provided the name of the Debtor to CVC and has performed appropriate checks to determine if any material connections between the CVC Entities and the Debtor exist. AlixPartners will supplement this disclosure if it obtains information regarding any such connection. Other than as specifically noted herein, AlixPartners has not undertaken to determine the existence, nature and/or full scope of any business relationships or connections that the CVC Entities may have with the Potential Parties in Interest, the Debtor or these chapter 11 cases.

• Certain of the Potential Parties in Interest may have extended credit or provided services, or may in the future extend credit or provide services to AlixPartners.

• AlixPartners has been engaged by Nagashina Ohno & Tsunematsu, in their capacity as counsel to Suzuki Motor Corporation, the primary equity holder and DIP Lender of the Debtor, in two separate matters unrelated to the Debtor. In addition, AlixPartners has been engaged by Debevoise & Plimpton, in their capacity as counsel to Suzuki Motor Corporation, the primary equity holder of the Debtor, in matters unrelated to the Debtor. The AlixPartners professionals that will provide services to the Committee in connection with this engagement have not and will not provide services to the foregoing law firms with respect to the matters on behalf of Suzuki Motor Corporation and an information barrier has been implemented. Further, Suzuki Motor Corporation is a joint venture participant and material

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AliXPart Her-, e.

contract party to a former AlixPartners client in matters unrelated to the Debtor. Lastly, a potential related party to the Debtor, Suzuki Comercial, Ltda., has been affiliated with a current AlixPartners client in matters unrelated to the Debtor.

• Aetna, a third party administrator to the Debtor, and affiliates, are lenders, executory contract counterparties and bondholders to current and former AlixPartners clients in matters unrelated to the Debtor. Aetna is the previous employer of a current AlixPartners employee.

• Ally Bank, a vendor to the Debtor, is an adverse party to a current AlixPartners client in matters unrelated to the Debtor. Ally Bank was formerly an affiliate of GMAC. GMAC and affiliated entities are former AlixPartners clients in matters unrelated to the Debtor. GMAC is an adverse party, creditor and lender to current and former AlixPartners clients in matters unrelated to the Debtor.

• Amports, Inc., a creditor to the Debtor, is a co-client to a former AlixPartners client in matters unrelated to the Debtor.

• AT&T, a utility provider to the Debtor, is affiliated with entities that are creditors, executory contract counterparties, vendors, lenders and shareholders to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate of AT&T is a former AlixPartners client in matters unrelated to the Debtor. AT&T is a vendor to AlixPartners.

• Automatic Data Processing, Inc., a third party administrator to the Debtor, is a vendor to AlixPartners.

• Avaya, Inc., a creditor to the Debtor, is a vendor and lender to current and former AlixPartners clients in matters unrelated to the Debtor. Avaya is a vendor to AlixPartners in matters unrelated to the Debtor.

• Avis Budget Car Rental and Avis Budget Group ("Avis"), vendors to the Debtor, are the previous employers of a current AlixPartners employee. Avis is a vendor to AlixPartners. Avis is a current AlixPartners client in matters unrelated to the Debtor.

• Baker & Botts, a creditor to the Debtor, is a client professional to current and former AlixPartners clients in matters unrelated to the Debtor. Baker & Botts is a current and former AlixPartners client in matters unrelated to the Debtor.

• Baker & Hostetler LLP, a professional in interest in this bankruptcy matter, is a professional in interest, opposing counsel and client counsel to current and former AlixPartners clients in matters unrelated to the Debtor.

• Bank of America, a vendor and beneficiary/issuer of letters of credit to the Debtor, is a current and former AlixPartners client, as well as executory contract counterparty,

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.LP

creditor and lender to current and former AlixPartners clients in matters unrelated to the Debtor. Bank of America is a former employer of a current AlixPartners professional. Bank of America provides banking services to AlixPartners.

• Bracewell & Giuliani, a professional in interest in this bankruptcy matter, is a vendor and professional in interest to current and former AlixPartners clients in matters unrelated to the Debtor. Bracewell & Giuliani is a former AlixPartners client in matters unrelated to the Debtor.

• CB Richard Ellis, a creditor to the Debtor, is a professional in interest, material contract party and lessor to current and former AlixPartners clients in matters unrelated to the Debtor. CB Richard Ellis is a former AlixPartners client in matters unrelated to the Debtor. CB Richard Ellis is an advisor and broker to AlixPartners in matters unrelated to the Debtor.

• CDW Computer Centers, Inc., a vendor to the Debtor, is a vendor to AlixPartners in matters unrelated to the Debtor.

• Chubb/Federal Insurance ("Chubb"), an insurance provider to the Debtor, is a vendor to AlixPartners and adverse party, lenders insurance provider and executory contract counterparty to current and former AlixPartners clients in matters unrelated to the Debtor. Chubb is a former AlixPartners client in matters unrelated to the Debtor.

• Comerica Bank ("Comerica"), a creditor to the Debtor, is a former lender to AlixPartners and also a former AlixPartners client in matters unrelated to the Debtor. Comerica is a lender, creditor, co-defendant and bondholder to current and former AlixPartners clients in matters unrelated to the Debtor. Comerica is the previous employer of a current AlixPartners employee. Comerica provides banking services to AlixPartners.

• CNA/Continental Insurance ("CNA"), an insurance provider to the Debtor, is affiliated with entities that are bondholders, creditors and adverse parties to current and former AlixPartners clients in matters unrelated to the Debtor. CNA is a former AlixPartners client in matters unrelated to the Debtor. CNA is the previous employer of a current AlixPartners employee.

• Dinsmore & Shohl LLP, a vendor and professional in interest in this bankruptcy matter, is a former AlixPartners client in matters unrelated to the Debtor.

• DTE Energy, ("DTE"), a utility provider to the Debtor, is the previous employer of a current AlixPartners employee. DTE is an executory contract counterparty to current and former AlixPartners clients in matters unrelated to the Debtor. DTE is a vendor to AlixPartners.

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Alix artner-1,, Achieve.

• Federal Express Corp., Federal Insurance Company/Chubb Specialty, FedEx Freight — East, FedEx Freight — West, FedEx Freight West, FedEx Parcel and FedEx Trade Networks (collectively, "FedEx"), vendors to the Debtor, are adverse parties, vendors and creditors to current and former AlixPartners clients in matters unrelated to the Debtor. FedEx is a vendor to AlixPartners. FedEx is a current AlixPartners client in matters unrelated to the Debtor. An affiliate of FedEx is a former AlixPartners client in matters unrelated to the Debtor.

• Ford Motor Credit, a vendor to the Debtor, and affiliated entities are customers, lenders, adverse parties, vendors, plaintiffs and client litigants to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, Ford Motor, is a former AlixPartners client in matters unrelated to the Debtor.

• FTI Consulting, a vendor to the Debtor, is a professional in interest to current and former AlixPartners clients in matters unrelated to the Debtor. FTI Consulting is the previous employer of current AlixPartners employees.

• GE Commercial Distribution Finance and GE Money Bank, creditors to the Debtor, are affiliated with entities that are creditors, customers, lenders, vendors, litigation parties, adverse parties, lessors and bondholders to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, General Electric, is a former AlixPartners client in matters unrelated to the Debtor. General Electric is the previous employer of current AlixPartners employees.

• GM Korea Company ("GMK"), an affiliate to the Debtor, is affiliated with entities that are creditors, adverse parties, shareholders, vendors, bondholders, customers and lenders to current and former AlixPartners clients in matters unrelated to the Debtor.

• General Motors LLC ("GM LLC"), a vendor to the Debtor, and its affiliated entities are creditors, adverse parties, shareholders, vendors, bondholders, customers and lenders to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate to GM LLC, General Motors Company, is a current AlixPartners client in matters unrelated to the Debtor. General Motors Company is the previous employer of numerous current AlixPartners employees.

• The Internal Revenue Service ("IRS"), is a creditor, adverse party, and vendor to current and former AlixPartners clients in matters unrelated to the Debtor. The IRS is the previous employer of current AlixPartners employees. In addition, The Department of Justice ("DOJ") is a current and former client of AlixPartners in matters unrelated to the Debtor. The DOJ has also been an adverse party and

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A lix ye.

customer to current and former AlixPartners clients in matters unrelated to the Debtor. AlixPartners has relationships with certain other departments of the United States government, including, without limitation, the United States SEC, the United States Department of Labor, the Federal Deposit Insurance Corporation, Federal Housing Financing Agency and the US Attorneys' Office, who are current and former clients of AlixPartners in matters unrelated to the Debtor.

• J D Power & Associates, a vendor to the Debtor, is a vendor to AlixPartners.

• McGuire Woods, LLP, a professional in interest in this bankruptcy matter, is client counsel to current and former AlixPartners clients in matters unrelated to the Debtor.

• Nelson Mullins Riley & Scarborough, a professional in interest in this bankruptcy matter, is a professional in interest to a current AlixPartners client in matters unrelated to the Debtor.

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Alix LLP At breve.

• Nissan North America, a vendor to the Debtor, is a co-client to a former AlixPartners clients in matters unrelated to the Debtor.

• Pachulski, Stang, Ziehl, Young & Jones, a professional in interest in this bankruptcy matter, is a current and former AlixPartners client in matters unrelated to the Debtor. Pachulski, Stang, Ziehl, Young & Jones is a professional in interest to current and former AlixPartners clients in matters unrelated to the Debtor.

• PNC Bank ("PNC"), a vendor to the Debtor, is affiliated with entities that are bondholders, lenders, significant shareholders and creditors to current and former AlixPartners clients in matters unrelated to the Debtor. PNC is a former AlixPartners client and is a co-defendant to a current AlixPartners client in matters unrelated to the Debtor. PNC is the previous employer of a current AlixPartners employee.

• PricewaterhouseCoopers, LLP ("PWC"), a professional in interest in this bankruptcy matter, is a professional in interest, opposing counsel and creditor to current and former AlixPartners clients in matters unrelated to the Debtor. PWC provides tax and related consulting services to AlixPartners. PWC is a former AlixPartners client in matters unrelated to the Debtor. PWC is the previous employer of a number of current AlixPartners employees. AlixPartners provides services to PWC in the ordinary course in matters unrelated to the Debtor.

• Sompo Japan, an insurance provider to the Debtor, is a co-defendant to a current AlixPartners client in matters unrelated to the Debtor.

• Strasburger & Price, a professional in interest in this bankruptcy matter, is a former AlixPartners client in matters unrelated to the Debtor.

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A iXPal P

• Sumitomo Mitsui Bank, a current or former depository institution to the Debtor, is affiliated with an entity that is a current AlixPartners client in matters unrelated to the Debtor.

• SunTrust Bank ("SunTrust"), a vendor to the Debtor, is a creditor, bondholder, material contract party, lender and indenture trustee to current and former AlixPartners clients in matters unrelated to the Debtor. SunTrust is a co-client to a former AlixPartners client in matters unrelated to the Debtor.

• Teksystems, a vendor to the Debtor, is a former AlixPartners client in matters unrelated to the Debtor. Teksystems is a vendor to AlixPartners.

• Tokio Marine, an insurance provider to the Debtor, is a co-defendant to a current AlixPartners client in matters unrelated to the Debtor. Tokio Marine is a lender and insurance provider to current and former AlixPartners clients in matters unrelated to the Debtor.

• Toyota Tsusho Corp. - Nagoya Head Office, a vendor to the Debtor, is affiliated with entities that are customers, creditors, vendors and lenders to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, Toyota, is the previous employer of a current AlixPartners employee.

• Union Bank of California and Union Bank, beneficiaries of letters of credit and current/former depository institutions to the Debtor, are lenders, bondholders, creditors and co-defendants to current and former AlixPartners clients in matters unrelated to the Debtor.

• United Parcel Service, UPS Freight and UPS Parcel ("UPS"), vendors to the Debtor, are vendors and executory contract counterparties to current and former AlixPartners clients in matters unrelated to the Debtor. UPS is a vendor to AlixPartners.

• US Bank National Association ("U.S. Bank"), a vendor to the Debtor, and affiliated entities are lenders, creditors, indenture trustees, shareholders and bondholders to current and former AlixPartners clients in matters unrelated to the Debtor. U.S. Bank is a client party to a current AlixPartners client in matters unrelated to the Debtor.

• Wachovia Management Corp., a creditor to the Debtor, is affiliated with entities that are lenders, bondholders, creditors, adverse parties, co-defendants and professionals in interest to current and former AlixPartners clients in matters unrelated to the Debtor. An affiliate, Wachovia, is a current and former AlixPartners client in matters unrelated to the Debtor. Wachovia is the previous employer of current AlixPartners employees.

• Wells Fargo, a vendor to the Debtor, is affiliated with entities that are lenders, creditors, lessors, bondholders, indenture trustees, adverse parties and vendors to current and former AlixPartners clients in matters unrelated to the Debtor. Wells

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Alix1 min

Fargo is a related party to a current AlixPartners client and a vendor to AlixPartners, all in matters unrelated to the Debtor. Wells Fargo is a current and former AlixPartners client in matters unrelated to the Debtor.

• Wilson Elser Moskowitz Edelman & Dicker LLP, a litigation party to the Debtor, is a current and former AlixPartners client in matters unrelated to the Debtor.

• Winston & Strawn, a vendor and professional in interest in this bankruptcy matter, is a current and former AlixPartners client in matters unrelated to the Debtor. Winton & Strawn is a professional in interest and opposing counsel to current and former AlixPartners clients in matters unrelated to the Debtor.

• Young Conaway Stargatt & Taylor LLP, a litigation party to the Debtor, is a professional in interest and adverse party to current and former AlixPartners clients in matters unrelated to the Debtor.

This Schedule 2 may be updated by AlixPartners from time to time to disclose additional connections or relationships between AlixPartners and the interested parties.

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ALIXPARTNERS, LLC GENERAL TERMS AND CONDITIONS

These General Terms and Conditions ("Terms") are incorporated into the Agreement to which these Terms are attached. In case of conflict between the wording in the letter and/or schedule(s) and these Terms, the wording of the letter and/or schedule(s) shall prevail.

Section 1. Committee Responsibilities. Receiving Bank: Deutsche Bank The Committee will undertake responsibilities as set forth ABA #021-001-033 below: Receiving Account: AlixPartners, LLC A/C #004-62635 1. Use all reasonable efforts to cause the Debtor to Currency: USD provide AlixPartners with (i) reliable and accurate detailed information, materials, and documentation concerning the Debtor; and (ii) provide AlixPartners Section 3. Relationship of the Parties. access to management and other representatives of the Debtor as reasonably requested by AlixPartners. The parties intend that an independent contractor relationship will be created by the Agreement. As an independent 2. Make decisions and take future actions, as the contractor, AlixPartners will have complete and exclusive Committee determines in its sole discretion, on any charge of the management and operation of its business, recommendations made by AlixPartners in connection including hiring and paying the wages and other with this Agreement. compensation of all its employees and agents, and paying all bills, expenses and other charges incurred or payable with AlixPartners' delivery of the services and the fees charged respect to the operation of its business. AlixPartners will be are dependent on (i) the Committee's timely and effective responsible for all employment, withholding, income and completion of its responsibilities; and (ii) timely decisions other taxes incurred in connection with the operation and and approvals made by the Committee's management. conduct of its business. Nothing in this Agreement is intended to create, nor shall be deemed or construed to create The Committee shall apply promptly to the Bankruptcy a fiduciary or agency relationship between AlixPartners and Court for approval of the Committee's retention of the Committee, the Committee members or the Debtor. AlixPartners under the terms of the Agreement. The form of retention application and proposed order shall be reasonably acceptable to AlixPartners. AlixPartners shall Section 4. Confidentiality. have no obligation to provide any further services unless AlixPartners' retention under the terms of the Agreement is In addition to any obligations imposed by any other approved by a final order of the Bankruptcy Court agreements, AlixPartners shall use reasonable efforts to keep reasonably acceptable to AlixPartners and AlixPartners confidential all non-public confidential or proprietary obtains a satisfactory carve-out for its fees and expenses. information obtained from the Committee or the Debtor The Committee shall assist, or cause their counsel to assist, during the performance of its services hereunder (the with filing, serving and noticing of papers related to "Information"), and neither AlixPartners nor its personnel will AlixPartners' fee and expense matters. disclose any Information to any other person or entity. "Information" includes non-public confidential and Section 2. Billing and Payments.: proprietary data, plans, reports, schedules, drawings, accounts, records, calculations, specifications, flow sheets, computer Billing. AlixPartners will submit monthly invoices for programs, source or object codes, results, models or any work services rendered and expenses incurred. Unless explicitly product relating to the business of the Debtor, their stated in the invoice, all amounts invoiced are not subsidiaries, distributors, affiliates, vendors, customers, contingent upon or in any way tied to the delivery of any employees, contractors and consultants. reports or other work product in the future and are not contingent upon the outcome of any case or matter. The foregoing is not intended to prohibit, nor shall it be AlixPartners' fees are exclusive of taxes or similar charges, construed as prohibiting, AlixPartners from making such which shall be the responsibility of the Debtor (other than disclosures of Information that AlixPartners reasonably taxes imposed on AlixPartners' income generally). believes is required by law or any regulatory requirement AlixPartners invoices will be paid by the Debtor subject to or authority, or to clear client conflicts. AlixPartners may applicable orders of the Bankruptcy Court. We make reasonable disclosures of Information to third parties in acknowledge that neither the Committee nor any of its connection with the performance of AlixPartners' obligations individual members nor any of its advisors or professionals and assignments hereunder. In addition, AlixPartners will shall have any obligation to pay our fees or expenses or any have the right to disclose to any person that it provided indemnity amounts. services to the Committee and a general description of such services, but shall not provide any other information about its involvement with the Committee. The obligations of Payments. All payments to be made to AlixPartners shall AlixPartners under this Section 4 shall survive the end of any be payable via wire transfer to AlixPartners' bank account, engagement between the parties for a period of two (2) years. as follows:

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ALIXPARTNERS, LLC GENERAL TERMS AND CONDITIONS

The Committee acknowledges that all information (written or The Committee understands that AlixPartners will seek oral), including advice and Work Product (as defined in indemnification from the Debtor. The Debtor shall Section 5), and the terms of this Agreement, generated by indemnify, hold harmless and defend AlixPartners and its AlixPartners in connection with this engagement is intended affiliates and its and their partners, directors, officers, solely for the benefit and use of the Committee in connection employees and agents (collectively, the "AlixPartners with the transactions to which it relates. The Committee Parties") from and against all claims, liabilities, losses, agrees that no such information shall be used for any other expenses and damages arising out of or in connection with purpose or reproduced, disseminated, quoted or referred to the engagement of AlixPartners that is the subject of the with or without attribution to AlixPartners at any time in any Agreement. The Debtor shall pay damages and expenses, manner or for any purpose without AlixPartners' prior including reasonable legal fees and disbursements of approval, except as required by law or permitted by the counsel as incurred in advance. The AlixPartners Parties Committee's by-laws. may, but are not required to, engage a single firm of separate counsel of their choice in connection with any of Section 5. Intellectual Property. the matters to which these indemnification and advancement obligations relate. Upon the Debtor's payment of all fees and expenses owed under this Agreement, all analyses, final reports, If an AlixPartners Party is required by applicable law, legal presentation materials, and other work product (other than process or government action to produce information or any Engagement Tools, as defined below) that AlixPartners testimony as a witness with respect to this Agreement, the creates or develops specifically for the Committee and Debtor shall reimburse AlixPartners for any professional delivers to the Committee as part of this engagement time and expenses (including reasonable external and (collectively known as "Work Product") shall be owned by internal legal costs) incurred to respond to the request, the Committee and shall constitute Information as defined except in cases where an AlixPartners Party is a party to the above. AlixPartners may retain copies of the Work Product proceeding or the subject of the investigation. and any Information necessary to support the Work Product subject to its confidentiality obligations in this Agreement Notwithstanding anything to the contrary, the Debtor's and otherwise. In addition, before submitting our Work indemnification and advancement obligations in this Section 7 Product to the Committee, it may be necessary and shall be primary to (and without allocation against) any appropriate for us to review certain information with similar indemnification and advancement obligations of management or advisors to the Debtor for accuracy and AlixPartners, its affiliates and insurers to the indemnitees validity, subject to committee approval. (which shall be secondary).

All methodologies, processes, techniques, ideas, concepts, AlixPartners is not responsible for any third-party products know-how, procedures, software, tools, utilities and other or services separately procured by the Committee. The intellectual property that AlixPartners has created, acquired Committee's sole and exclusive rights and remedies with or developed or will create, acquire or develop respect to any such third party products or services are (collectively, "Engagement Tools"), are, and shall be, the against the third-party vendor and not against AlixPartners, sole and exclusive property of AlixPartners. The whether or not AlixPartners is instrumental in procuring Committee shall not acquire any interest in the Engagement such third-party product or service. Tools other than a limited non-transferable license to use the Engagement Tools to the extent they are contained in Section 8. Governing Law and Arbitration. the Work Product. The Committee acknowledges and agrees that any Engagement Tools provided to the The Agreement is governed by and shall be construed in Committee are provided "as is" and without any warranty accordance with the laws of the State of New York with or condition of any kind, express, implied or otherwise, respect to contracts made and to be performed entirely including, implied warranties of merchantability or fitness therein and without regard to choice of law or principles for a particular purpose. thereof.

Section 6. Framework of the Engagement. The Debtor, the Committee and AlixPartners agree that the Bankruptcy Court shall have jurisdiction over any and all The Committee acknowledges that it is retaining AlixPartners matters arising under or in connection with this Agreement. solely to assist and advise the Committee as described in the Agreement. This engagement shall not constitute an audit, In any court proceeding arising out of this Agreement, the review or compilation, or any other type of financial statement parties hereby waive any right to trial by jury. reporting engagement. We understand that we are entitled, in general, to rely in good faith on the accuracy and validity of Section 9. Termination and Survival. the data disclosed to us or supplied to us by employees and representatives of the Debtor. We will not, nor are we under The Agreement may be terminated at any time by written an obligation to update data submitted to us or review any notice by one party to the other; provided, however, that other areas unless you specifically request us to do so. notwithstanding such termination AlixPartners will be entitled to any fees and expenses due under the provisions of the Section 7. Indemnification and Other Matters. Agreement. Such payment obligation shall inure to the benefit of any successor or assignee of AlixPartners.

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ALIXPARTNERS, LLC GENERAL TERMS AND CONDITIONS

process certain personal data of the Debtor on behalf of the Section 10. Reserved Committee. In such cases AlixPartners may act as the Debtor's data processor and AlixPartners shall endeavor to Section 11. Limit of Liability. (a) act only on reasonable instructions from the Committee within the scope of the services of this Agreement; (b) have The AlixPartners Parties shall not be liable to the in place appropriate technical and organizational security Committee, the Committee members, the Debtor, or any measures against unauthorized or unlawful processing of party asserting claims on behalf of the Debtor, except for personal data and against accidental loss or destruction of, direct damages found in a final determination to be the or damage to, personal data; and (c) comply (to the extent direct result of the bad faith, self-dealing or intentional applicable to it and/or the process) with relevant laws or misconduct of AlixPartners. The AlixPartners Parties shall regulations. not be liable for incidental or consequential damages under any circumstances, even if it has been advised of the Notices. All notices required or permitted to be delivered possibility of such damages. The AlixPartners Parties under the Agreement shall be sent, if to AlixPartners, to: aggregate liability, whether in tort, contract, or otherwise, is limited to the amount of fees paid to AlixPartners for AlixPartners, LLP services on this engagement (the "Liability Cap"). The 2000 Town Center, Suite 2400 Liability Cap is the total limit of the AlixPartners Parties' Southfield, MI 48075 aggregate liability for any and all claims or demands by Attention: General Counsel anyone pursuant to this Agreement, including liability to the Committee, the Committee members, the Debtor, and to and if to the Committee, to its retained counsel. All notices any others making claims relating to the work performed under the Agreement shall be sufficient only if delivered by by AlixPartners pursuant to this Agreement. Any such overnight mail. Any notice shall be deemed to be given claimants shall allocate any amounts payable by the only upon actual receipt. AlixPartners Parties among themselves as appropriate, but if they cannot agree on the allocation it will not affect the enforceability of the Liability Cap. Under no circumstances shall the aggregate of all such allocations or other claims against the AlixPartners Parties pursuant to this Agreement exceed the Liability Cap.

Section 12. General.

Severability. If any portion of the Agreement shall be determined to be invalid or unenforceable, the remainder shall be valid and enforceable to the maximum extent possible.

Entire Agreement. Except as set forth in orders of the Bankruptcy Court, this Agreement, including the letter, the Terms and the schedule(s), contains the entire understanding of the parties relating to the services to be rendered by AlixPartners and supersedes any other communications, agreements, understandings, representations, or estimates among the parties (relating to the subject matter hereof) with respect to such services. The Agreement, including the letter, the Terms and the schedule(s), may not be amended or modified in any respect except in a writing signed by the parties. AlixPartners is not responsible for performing any services not specifically described herein or in a subsequent writing signed by the parties.

Joint and Several. If multiple Debtors, the Debtors shall be jointly and severally liable for the Debtors' liabilities and obligations set forth in this Agreement.

Third-Party Beneficiaries. The indemnitees shall be third-party beneficiaries with respect to Section 7 hereof.

Data Protection. AlixPartners acknowledges and the Committee and the Debtor agree that in performing the services AlixPartners may from time to time be required to

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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: 840 Newport Center Drive, Suite 400, Newport Beach, CA 92660

A true and correct copy of the foregoing document described as APPLICATION PURSUANT TO SECTIONS 328, 330 AND 1103 OF THE BANKRUPTCY CODE, BANKRUPTCY RULES 2014 AND 2016, AND LOCAL BANKRUPTCY RULES 2014-1 AND 2016-1 FOR AN ORDER AUTHORIZING THE RETENTION OF ALIXPARTNERS, LLC AS FINANCIAL ADVISOR FOR THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS, NUNC PRO TUNC TO NOVEMBER 16, 2012 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 indicated below:

I. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING ("NEF") — Pursuant to controlling General Order(s) and Local Bankruptcy Rule(s) ("LBR"), the foregoing document will be served by the court via NEF and hyperlink to the document. On December 4, 2012, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following person(s) are on the Electronic Mail Notice List to receive NEF transmission at the email address(es) indicated below:

El Service information continued on attached page

II. SERVED BY U.S. MAIL OR OVERNIGHT MAIL(indicate method for each person or entity served): On December 4, 2012, I served the following person(s) and/or entity(ies) at the last known address(es) 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/or with an overnight mail service 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. CAUSED TO BE SERVED VIA OVERNIGHT MAIL: Chambers of the Honorable Scott C. Clarkson U.S. Bankruptcy Court Ronald Reagan Federal Bldg. 411 W. Fourth Street, Suite 5130 Santa Ana, CA 92701-4593 El Service information continued on attached page

III. SERVED BY PERSONAL DELIVERY, FACSIMILE TRANSMISSION OR EMAIL (indicate method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on December 4, 2012, I served the following person(s) and/or entity(ies) by personal delivery, 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 the judge will be completed no later than 24 hours after the document is filed. El Service information continued on attached page

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

12/4/12 Lori Gauthier /s/ Lori Gauthier Date Type Name Signature

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SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING ("NEF")

• Martin R Barash [email protected] • Michael J Bujold [email protected] • Frank Cadigan [email protected] • Charles Canter [email protected] • Linda F Cantor [email protected] , [email protected] • George B Cauthen [email protected] , [email protected] ;[email protected];steve.mc [email protected] ;[email protected] • Wendy Chang [email protected] • Shirley Cho [email protected] • Shawn M Christianson [email protected] • Donald H Cram [email protected] • Joseph A Eisenberg [email protected] • Andrew S Elliott [email protected] • Scott Ewing [email protected], [email protected] • William A Frazell [email protected] • Barry V Freeman [email protected] , [email protected] • Donald L Gaffney [email protected] • Duane M Geck [email protected] • Debra I Grassgreen [email protected] • Eric M Heller [email protected] • Teddy M Kapur [email protected] • Andy Kong [email protected] • Kristin R Lamar [email protected] • Kenneth T Law [email protected] • John W Lucas [email protected] • Kerri A Lyman [email protected] • Gabriel R Macconaill [email protected] • Laura A Meyerson [email protected] • Aram Ordubegian [email protected] • David M Poitras [email protected] • Jeffrey M. Reisner [email protected] • Susan K Seflin [email protected] • James Stang [email protected] • United States Trustee (SA) [email protected] • Elizabeth Weller [email protected] • Kimberly S Winick [email protected] • Dean A Ziehl [email protected] , [email protected]

SERVED VIA OVERNIGHT MAIL CLASS MAIL:

REFER TO ATTACHED

SERVED VIA E - MAIL:

REFER TO ATTACHED

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NOTE: THESE PARTIES WERE SERVED VIA OVERNIGHT MAIL AND, AMERICAN SUZUKI — LIMIT NOTICE TO THE EXTENT E-MAIL ADDRESSES MML ("Core Parties") INDICATED, VIA EMAIL IN ADDITION TO OVER NIGHT MAIL

Counsel for Debtor Counsel for Debtor INEF] Office of the U.S. Trustee [NEVI Pachulski Stang Ziehl & Jones LLP Pachulski Stang Ziehl & Jones LLP Frank Cadigan /Michael J. Bujold Attn: Richard Pachulski, Esq. Attn: Debra I. Grassgreen, Esq. 411 W 4th St Ste 9041 10100 Santa Monica Blvd., Ste 1300 10100 Santa Monica Blvd., Ste 1300 Santa Ana, CA 92701 Los Angeles, CA 90067-4114 Los Angeles, CA 90067-4114 frank.cadiganOtusdoj.gov roachulski(d)pszi law.com [email protected] Michael.J.Bujoldamsdagov

Counsel to Suzuki Motor Corp. [NEVI Committee Member Klee, Tuchin, Bogdanoff and Stern, LLP Committee Member Ball Automotive Group — Ball Suzuki Advantage Suzuki LLC Attn: Martin R. Barash/David A. Fidler Attn: John Ball 1999 Avenue of the Stars, 39rd Floor Attn: James Morrell 1935 National City Blvd. Los Angeles, CA 90067 760 Central Avenue National City, CA 91950 mbarash(iktbslaw.com: mtuchin(#ktbslaw.com ; Albany, NY 12206 lbogdanolT(a)ktbslaw.com ; dfidlerliktbslaw.com Committee Member Committee Member Committee Member Siltanen, Inc. Royal Suzuki Suzuki of Wichita East, LLC dba Siltanen & Partners Advertising Attn: Brad Smith Attn: Scott Pitman Attn: Tim Murphy 2621 Cedar Lodge Drive 11610 E. Kellogg 353 Coral Circle Baton Rouge, LA 70809 Wichita, KS 97207 El Segundo, CA 90245

Attorneys for Nissan Motor Acceptance Committee Member Committee Member Duane M. Geck/Andrew Elliot/Donald Cram Planet Suzuki D2k, Inc. dba Suzuki of Huntsville Severson & Werson, P.C. Attn: Helmi Felfel c/o Thomas E. Baddley, Jr. One Embaradero Center, #2600 110 Northchase Dr. 850 Shades Creek Parkway, Suite 310 San Fancisco, CA 94111 Charlotte, NC 28213 Birmingham, AL 35209 [email protected] ; aserd:severson.com: dhcrdseverson.com

Attorneys for GE Commercial Attorneys for GE Commercial Attorneys for EPLICA, Inc. Sidley & Austin LLP Sidley & Austin LLP Kristin Lamar, Esq./New Chapter Law Group Attn: Gabriel R. MacConaill, Esq. Attn: Larry J. Nyhan, Esq. 2121 Palomar Airport Rd., Suite 110 555 West 5 th Street, Suite 4000 1 South Dearborn Carlsbad, CA 92011 Los Angeles, CA 90013 Chicago, IL 60603 attornev@newchapterlawcom: gmacconaill@sidl ey.com Inyhansidlev.com nclgign(d)hotmail.com

Attorneys for Classic Suzuki, LLC Attys for TX Comptroller Counsel for Oracle USA, Inc. Wallace, Jordan, Ratliff, etc. William A. Frazell, Asst. Atty Gent. Shawn M. Christianson, Esq. Attn: Stephen Leara, Esq/Gary Lee, Esq. Bankruptcy & Collections Division Buchalter Nemer PO Box 530910 PO Box 12548 55 Second Street, Suite 1700 Birmingham, AL 35253 Austin, TX 78711-2548 San Francisco, CA 94105-3493 sleara(/i b ill. frazell @texasattorneygen era1.1,Yov: [email protected] [email protected] bk-bfrazellrii)oag.state.tx.us

Attys for American Suzuki Motor Corp. Nelson Mullins Riley & Scarborough Attys for United Parcel Service, Inc. Attorney for Missouri Department of Revenue Attn: George B. Cauthen, Esq. Bialson, Bergen & Schwab Attn: Steven A. Ginther, Esq. 1320 Main St., 17th Floor Attn: L. Schwab, Esq/K. Law, Esq. General Counsel's Office, BK Unit Columbia, SC 29201 2600 El Camino Real, Ste. 300 301 W. High Street, Room 670 ; george.cautheriinelsonmullins.com Palo Alto, CA 94306 PO Box 475

[email protected]: ken(iilbbslaw.com ; [email protected] Jefferson City, MO 65105-0475 steve.morrisonanelsonmullins.com ; steve.mckelvevOitielsonmullins.com

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Counsel for EPLICA, Inc. State Board of Equalization Nikhil Chawla, Esq/Kristin Lamar, Esq. Attn: Special Procedures Section Internal Revenue Service New Chapter Law Group PO Box 942879 PO Box 7346 2121 Palomar Airport Rd., Suite 110 450 N. Street Philadelphia, PA 19101 Carlsbad, CA 92011 Sacramento, CA 95814 attornev newchapterlaw.coni

US Attorney General Employment Development Dept. Securities and Exchange Commission US Dept of Justice Bankruptcy Group MIC 92E 5670 Wilshire Blvd.,11` h Floor Ben Franklin Station PO Box 826880 Los Angeles, CA 90036 PO Box 683 Sacramento, CA 94280-0001 Washington, DC 20044

Attys for Fitzgerald Auto Mall/Wheaton Attys for Nat'l. Highway Traffic Safety Motor City Attn: Tracy J. Whitaker, Esq. Franchise Tax Board CA Arent Fox LLP U.S. Dept. ofJustice/Commerc. Lit.Branch Bankruptcy Section, MS: A-340 Attn: A. Ordubegian, Esq/A. Kong, Esq. PO Box 875 — Ben Franklin Station PO Box 2952 555 West Fifth Street, 48th Floor Washington, DC 20044 Sacramento, CA 95812-2952 Los Angeles, CA 90013-1065 charles.canteraiusdoi.gov ordubegian.aram(i)arentfox.com kong.andvrearentfox.com Attys for Ally Financial Inc. Attys for SunTrust Bank Attys for Dallas County Hinshaw & Culbertson LLP Robert K. Imperial, Esq. Linebarger Goggan Blair & Sampson LLP Attn: Charles M. Tatelbaum, Esq. Williams Mullen Attn: Elizabeth Weller, Esq. One East Broward Blvd., Suite 1010 PO Box 1000 2323 Bryan Street, Ste 1600 Ft. Lauderdale, FL 33301 Raleigh, NC 27602 Dallas, TX 75201 [email protected] dallas.bankruptcv(4ublicans.com [email protected] Attys for Ally Financial Inc. Attys for Ally Financial Inc. Hinshaw & Culbertson LLP Tennessee Dept. of Revenue Hinshaw & Culbertson LLP Attn: Desmond Hinds/Filomena Meyer c/o TN Attorney General's Office Attn: Esperanza Segarra, Esq. 11601 Wilshire Blvd., Suite 800 Bankruptcy Division 2525 Ponce de Leon Blvd., 4th Floor Los Angeles, CA 90025 PO Box 20207 Coral Gables, FL 33134 dhindsahinshawlaw.com Nashville, TN 37202-0207 [email protected] frneverabinshawlaw.com

Michael G. Wilson One Energy Plaza Jackson, MI 49201

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