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In the United States Bankruptcy Court for the District of Delaware

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In the United States Bankruptcy Court for the District of Delaware Case 13-13087-KG Doc 554 Filed 01/28/14 Page 1 of 7 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE ) In re: ) Chapter 11 ) FISKER AUTOMOTIVE HOLDINGS, INC., et al.,1 ) Case No. 13-13087 (KG) ) Debtors. ) (Jointly Administered) ) )Sale Hearing Date: ) February 14, 2014 at 9:30 a.m. (ET) )Objection Deadline: ) February 12, 2014 at 4:00 p.m. (ET) NOTICE OF (I) CURE AMOUNT WITH RESPECT TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES TO BE ASSUMED AND ASSIGNED AND (II) POTENTIAL ASSUMPTION AND ASSIGNMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES PLEASE TAKE NOTICE OF THE FOLLOWING: 1. Pursuant to the Order (I) Approving Bid Procedures in Connection with the Sale of Certain Assets of the Debtors; (II) Scheduling Hearing to Consider Approval of the Sale of Assets; (III) Approving Form and Manner of Notice Thereof; (IV) Authorizing the Debtors to Enter Into Stalking Horse Purchase Agreements; (V) Approving Expense Reimbursement; and (VI) Granting Related Relief [Docket No. 508] (the “Bidding Procedures Order”)2 entered by the United States Bankruptcy Court for the District of Delaware (the “Court”) on January 23, 2014, the above-captioned debtors and debtors in possession (collectively, the “Debtors”) hereby provide notice (the “Notice”) that they are a party to various executory contracts and unexpired leases set forth on Exhibit 1 attached hereto (each an “Executory 1 The Debtors, together with the last four digits of each Debtor’s federal tax identification number, are: Fisker Automotive Holdings, Inc. (9678); and Fisker Automotive, Inc. (9075). For the purpose of these chapter 11 cases, the service address for the Debtors is: 3080 Airway Avenue, Costa Mesa, California 92626. 2 Capitalized terms used but not herein defined shall have the meanings set forth in the Bidding Procedures approved as part of the Bidding Procedures Order. KE 29462988.5 Case 13-13087-KG Doc 554 Filed 01/28/14 Page 2 of 7 Contract or Unexpired Lease” and, collectively, the “Executory Contracts and Unexpired Leases”) and that they intend to seek to assume and assign some or all of the Contracts and Leases (each a “Potentially Assumed Contract or Lease” and, collectively, the “Potentially Assumed Contracts and Leases”) to the Successful Bidder in connection with the proposed sale of certain of the Debtors’ assets. 2. The Debtors are conducting an auction for all or substantially all their assets pursuant to the Bidding Procedures Order. In connection with the Debtors’ auction process, the Debtors are required to transmit notices of the potential assumption and assignment of Executory Contracts and Unexpired Leases to non-Debtor parties to Executory Contract and Unexpired leases, including non-Debtor parties that may have already received substantially similar notices in connection with the Debtors’ prior sale process. You have been identified as a party to a Potentially Assumed Contract or Lease. The Potentially Assumed Contract or Lease to which you have been identified as a non-Debtor counterparty is set forth on Exhibit 1 attached hereto. If this Executory Contract or Unexpired Lease is actually to be assumed and assigned to the Successful Bidder, a separate notice of such assumption and assignment will be provided. 3. Also set forth on Exhibit 1 is the amount that the Debtors’ records reflect is owing to cure any and all defaults under the Potentially Assumed Contract or Lease to which you are a party (the “Cure Amount”) so as to permit the assumption and assignment of such Potentially Assumed Contract or Lease (if designated for assumption and assignment by the Successful Bidder) pursuant to 11 U.S.C. § 365. As of the date hereof, the Debtors’ records reflect that all postpetition amounts owing under the Potentially Assumed Contract or Lease to which you are a party have been paid and will continue to be paid and that there are no other defaults under the Potentially Assumed Contract or Lease. Amounts due and owing under the Potentially Assumed 2 Case 13-13087-KG Doc 554 Filed 01/28/14 Page 3 of 7 Contracts and Leases with respect to the period after the Petition Date are not included in the calculation of the Cure Amounts. 4. Objections, if any, to the proposed Cure Amount, or to the possible assumption, assignment, and/or transfer of any Potentially Assumed Contract or Lease to the Successful Bidder, as applicable (“Cure/Assignment Objections”), must be filed with the United States Bankruptcy Court for the District of Delaware, at 824 North Market Street, Sixth Floor, Wilmington, Delaware 19801, and served so as to be actually received on or before the later of (i) 4:00 p.m. on February 12, 2014 or (ii) ten (10) days after service of any Supplemental Notice of Potential Assumption and Assignment, if applicable (together, the “Cure/Assignment Objection Deadline”). Service should be made by mail to: Debtors Co-Counsel to Debtors c/o Fisker Automotive, Inc. Kirkland & Ellis LLP 3080 Airway Avenue 300 North LaSalle Costa Mesa, California 92626 Chicago, Illinois 60654 Attn: Marc Beilinson Attn: Ryan Preston Dahl - and - Pachulski Stang Ziehl & Jones LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19800 Attn: Laura Davis Jones Co-Counsel to the Official Committee of Unsecured United States Trustee Creditors Brown Rudnick LLP Office of the United States Trustee One Financial Center for the District of Delaware Boston, Massachusetts 02111 844 King Street Attn: William R. Baldiga Suite 2207, Lockbox 35 Wilmington, DE 19801 - and - Attn: Mark Kenney Saul Ewing LLP 222 Delaware Avenue, Suite 1200 Wilmington, Delaware 19801 Attn: Mark Minuti 3 Case 13-13087-KG Doc 554 Filed 01/28/14 Page 4 of 7 Co-Counsel to the Wanxiang Stalking Horse Bidder Co-Counsel to the Hybrid Stalking Horse Bidder Sidley Austin LLP Davis & Gilbert LLP One South Dearborn Street 1740 Broadway Chicago, Illinois 60603 New York, New York 10019 Attn: Bojan Guzina and Andrew F. O’Neill Attn: Ralph Norton - and - - and - Young Conaway Stargatt & Taylor Keller & Benvenutti LLP Rodney Square 650 California Street, Suite 1900 1000 North King Street San Francisco, California 94108 Wilmington, Delaware 19801 Attn: Peter Benvenutti Attn: Edmon L. Morton 5. Any Cure/Assignment Objection must (i) be in writing; (ii) conform to the applicable provisions of the Federal Rules of Bankruptcy Procedure and the Local Rules for the United States Bankruptcy Court for the District of Delaware; (iii) state with particularity the legal and factual basis for the objection and the specific grounds therefor and (iv) if challenging a Cure Amount, set forth the prepetition cure amount being claimed by the objecting party with appropriate documentation in support thereof. 6. Cure/Assignment Objections that are timely filed and cannot be resolved by the Debtors and the counterparty to the Potentially Assumed Contract or Lease will be heard at a hearing to be held before the Honorable Judge Kevin Gross, United States Bankruptcy Judge for the Bankruptcy Court for the District of Delaware, at 824 North Market Street, Sixth Floor, Wilmington, Delaware 19801, on February 14, 2014 at 9:30 a.m. (prevailing Eastern Time) unless the Debtors, the Creditors’ Committee, and/or the Stalking Horse Bidder agree otherwise or the Court orders otherwise. 7. Unless a non-debtor counterparty to any Potentially Assumed Contract or Lease files a Cure/Assignment Objection by the Cure/Assignment Objection Deadline, such counterparty shall be (i) forever barred from objecting to the Cure Amount and from asserting any additional cure or other amounts with respect to such Executory Contract or Unexpired 4 Case 13-13087-KG Doc 554 Filed 01/28/14 Page 5 of 7 Lease in the event it is assumed and/or assigned by the Debtors and the Debtors shall be entitled to rely solely upon the Cure Amount, and (ii) deemed to have consented to the assumption, assignment and/or transfer of such Executory Contract or Unexpired Lease (including the transfer of any related rights and benefits thereunder) to either of the Stalking Horse Bidders, a designee of the Stalking Horse Bidders, or any other Successful Bidder or any other assignee of the relevant Executory Contract or Unexpired Lease, and shall be forever barred and estopped from asserting or claiming against the Debtors, the Stalking Horse Bidders, any designee of a Stalking Horse Bidder, or any other Successful Bidder or any other assignee of the relevant Executory Contract or Unexpired Lease that any additional amounts are due or defaults exist, or conditions to assumption, assignment, and/or transfer must be satisfied under such Executory Contract or Unexpired Lease, or that any related right or benefit under such Executory Contract or Unexpired Lease cannot or will not be available to the Stalking Horse Bidders or any designee of the Stalking Horse Bidders or any other Successful Bidder or any other assignee of the relevant Executory Contract or Unexpired Lease. 8. At the Sale Hearing, the Debtors shall present evidence necessary to demonstrate adequate assurance of future performance by the Successful Bidder. 9. The presence of a contract, lease, or other agreement on Exhibit 1, as attached hereto, does not constitute an admission that such contract, lease or other agreement is an Executory Contract or Unexpired Lease or that such contract or lease will be assumed by the Debtors and assigned to any Successful Bidder. The Debtors reserve all of their rights, claims, and causes of action with respect to the contracts, leases and other agreements listed on Exhibit 1. 5 Case 13-13087-KG Doc 554 Filed 01/28/14 Page 6 of 7 10. The Debtors may determine not to assume or assign any Executory Contract or Unexpired Lease. Upon a determination by the Debtors made in accordance with the Stalking Horse Purchase Agreements that an Executory Contract or Unexpired Lease should be rejected, the Debtors shall serve, by first class mail or hand delivery, a notice of rejection of such Executory Contract or Unexpired Lease (a “Notice of Rejection”) on all non-debtor parties to such Executory Contract or Unexpired Lease, and such Executory Contract or Unexpired Lease shall be rejected ten (10) days from the date of service of such Notice of Rejection.
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