richard m. pachulski (ca bar no. 90073) james i. …tang z iehl & j ones llp a ttorneys a t l aw...

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DOCS_LA:263158.7 12832/002

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Richard M. Pachulski (CA Bar No. 90073)James I. Stang (CA Bar No. 94435) Dean A. Ziehl (CA Bar No. 84529) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., 13th Floor Los Angeles, California 90067 Telephone: 310/277-6910 / Facsimile: 310/201-0760 Email: [email protected]

[email protected] [email protected]

Attorneys for Debtor and Debtor in Possession Stephen G. Morrison (admitted pro hac vice ) Steven A. McKelvey, Jr. (admitted pro hac vice ) NELSON MULLINS RILEY & SCARBOROUGH, LLP Meridian, 17th Floor 1320 Main Street, Columbia, SC 29201 Telephone: 803/799-2000 / Facsimile: 803/256-7500 Email: [email protected]

[email protected] Special Dealer Network Counsel for Debtor and Debtor in Possession

UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA

SANTA ANA DIVISION

In re: American Suzuki Motor Corporation,1

Debtor.

Case No.: 8:12-bk-22808-SC Chapter 11 APPENDIX OF EXHIBITS TO MOTION OF DEBTOR FOR ORDER ESTIMATING MAXIMUM ALLOWABLE AMOUNT OF ALL CLAIMS OF SUTTON FORD, INC., D/B/A SUTTON SUZUKI FOR ALL PURPOSES IN THIS CHAPTER 11 CASE Estimation Hearing: Date: February 25, 2013 Time: 9:30 a.m. Place: Courtroom 5C United States District Court 411 West Fourth Street Santa Ana, California 92701 Judge: Honorable Scott C. Clarkson

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.

Case 8:12-bk-22808-SC Doc 858 Filed 02/04/13 Entered 02/04/13 20:12:03 Desc Main Document of 51

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DOCS_LA:263158.7 12832/002 1

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APPENDIX OF EXHIBITS

A. Suzuki Automotive Dealer Agreement with Sutton Ford, Inc. d/b/a Sutton Suzuki

dated February 25, 2004;

B. Dealer Sales and Service Agreement Standard Provisions;

C. Declaration of Herbert E. Walter in Support of Motion of Debtor for Order Estimating Maximum Allowable Amount of All Claims of Sutton Ford, Inc., d/b/a Sutton Suzuki For All Purposes in this Chapter 11 Case.

Dated: February 4, 2013 PACHULSKI STANG ZIEHL & JONES LLP

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

NELSON MULLINS RILEY & SCARBOROUGH LLP

Steven A. McKelvey, Jr. (admitted pro hac vice) Stephen G. Morrison (admitted pro hac vice) Special Dealer Network Counsel for Debtor and Debtor in Possession

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EXHIBIT A

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EXHIBIT B

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Standard Provisions

Dealer Sales and Service

Agreement

American Suzuki Motor Corporation

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TABLE OF CONTENTS

1. RIGHTS GRANTED TO DEALER...................................................................................................

2.1 Dealer Rights .................................................................................................................................

2. RESPONSIBILITIES ACCEPTED BY THE DEALER..................................................................

2.1 Dealer Responsibilities .................................................................................................................

3. CHANGE IN MANAGEMENT OR OWNERSHIP.........................................................................

3.1 Prior Approval of Changes .......................................................................................................... 3.2 Multiple or Public Ownership Requirements ............................................................................

4. PLACE OF BUSINESS .......................................................................................................................

4.1 Location ......................................................................................................................................... 4.2 Change in Location 4.3 Size ................................................................................................................................................. 4.4 Dealership Appearance and Image ............................................................................................. 4.5 Business Hours .............................................................................................................................. 4.6 Identification ................................................................................................................................. 4.7 Multiple Brands ............................................................................................................................

5. TRADEMARKS...................................................................................................................................

5.1 Use of Suzuki Marks..................................................................................................................... 5.2 Misuse; No Rights Against Others .............................................................................................. 5.3 Discontinuance of Use................................................................................................................... 5.4 Equitable Remedies ......................................................................................................................

6. PURCHASE OF SUZUKI VEHICLES BY DEALER .....................................................................

6.1 General Terms and Conditions.................................................................................................... 6.2 Prices .............................................................................................................................................. 6.3 Routing; Unloading; Shortage/Damage ...................................................................................... 6.4 Product Return ............................................................................................................................. 6.5 Payments........................................................................................................................................ 6.6 Title; Risk of Loss ......................................................................................................................... 6.7 Delinquencies................................................................................................................................. 6.8 Financial Condition ...................................................................................................................... 6.9 Delays ............................................................................................................................................ 6.10 Product Supply............................................................................................................................ 6.11 Product Discontinuance .............................................................................................................

7. RETAIL SALES OF SUZUKI VEHICLES ......................................................................................

7.1 Dealer’s Sales Responsibilities ..................................................................................................... 7.2 Advertising/Promotion Materials................................................................................................ 7.3 Types of Sales ................................................................................................................................ 7.4 Warranty Information; No Other Warranties........................................................................... 7.5 Dealer Sales Performance ............................................................................................................ 7.6 Inventories .....................................................................................................................................

8. CUSTOMER SATISFACTION .........................................................................................................

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9.1 Customer Satisfaction

9. SERVICE……………………………………………………………………………………………. 9.1 General ........................................................................................................................................... 9.2 Suzuki Vehicle Pre-Delivery Inspections and Adjustments ……………...………………...... 9.3 Warranty Repairs ......................................................................................................................... 9.4. Service Compliance..................................................................................................................... 9.5 Service Area and Equipment ....................................................................................................... 9.6 Records and Manuals ................................................................................................................... 9.7 Service Personnel .......................................................................................................................... 9.8 Tools and Equipment.................................................................................................................... 9.9 Campaign Inspections and Corrections...................................................................................... 9.10 Compliance with Consumer Protection Statutes, Rules and Regulations .............................

10. PARTS AND ACCESSORIES............................................................................................................

10.1 Inventory ..................................................................................................................................... 10.2 Shipment Acceptance ................................................................................................................. 10.3 Non-Genuine Parts and Accessories.......................................................................................... 10.4 Accessories ................................................................................................................................... 10.5 Sales of Parts and Accessories ...................................................................................................

11. ADVERTISING AND PROMOTION ...............................................................................................

11.1 Advertising and Promoting Suzuki Vehicles ............................................................................ 11.2 Retail Only................................................................................................................................... 11.3 Customer Confidence ................................................................................................................. 11.4 Activities Regarding Suzuki Name............................................................................................

12 REPORTING, RECORDS, INSPECTION AND OTHER RESPONSIBILITIES........................

12.1 Service Reporting........................................................................................................................ 12.2 Retail Delivery Reporting .......................................................................................................... 12.3 Data Transmission ...................................................................................................................... 12.4 Uniform Accounting System ...................................................................................................... 12.5 Application of Payment .............................................................................................................. 12.6 Examination of Dealer’s Accounts and Records ...................................................................... 12.7 Compliance with Laws ...............................................................................................................

13. TERMINATION..................................................................................................................................

13.1 Termination by Suzuki on 60 Days Notice ............................................................................... 13.2 Termination by Suzuki Failure of Performance Immediately................................................ 13.3 Termination by Suzuki Immediately ........................................................................................ 13.4 Termination by Dealer ............................................................................................................... 13.5 Termination by Agreement ........................................................................................................ 13.6 Suzuki Option To Repurchase ................................................................................................... 13.7 Death or Incapacity .................................................................................................................... 13.8 Continuance of Business Relations............................................................................................

14. INDEMNIFICATION .........................................................................................................................

14.1 Indemnification ...........................................................................................................................

15. LIMITATION OF LIABILITY .........................................................................................................

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15.1 Limitation of Liability ...............................................................................................................

16. MISCELLANEOUS ...........................................................................................................................

16.1 Notices, etc ................................................................................................................................... 16.2 Assignment of Rights or Delegation of Duties .......................................................................... 16.3 No Franchise Fee......................................................................................................................... 16.4 Benefit .......................................................................................................................................... 16.5 Vendor-Vendee Relationship ..................................................................................................... 16.6 Suzuki’s Policies .......................................................................................................................... 16.7 No Implied Waiver...................................................................................................................... 16.8 Sole Agreement of the Parties; Amendment............................................................................. 16.9 Construction, Severability and Jurisdiction............................................................................. 16.10 Attorneys’ Fees..........................................................................................................................

17. GLOSSARY .........................................................................................................................................

17.1 Defined Terms .............................................................................................................................

ATTACHMENT A........................................................................................................................................

ATTACHMENT B........................................................................................................................................

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STANDARD PROVISIONS

1. RIGHTS GRANTED TO DEALER

1.1 Dealer Rights. Subject to the terms of this Agreement, Suzuki hereby grants Dealer the non-exclusive rights:

(a) To buy and resell at retail, in the ordinary course of Dealer’s business, the Suzuki Vehicles (as defined in Section 17.1), the types of which may be periodically revised by Suzuki in its discretion upon notice to Dealer;

(b) To identify itself as an authorized dealer of the Suzuki Vehicles utilizing approved signage solely at the Location; and

(c) To use the name Suzuki and the Suzuki Marks in the advertising, promotion, sale and servicing of the Suzuki Vehicles in the manner herein provided from the Location.

No obligation exists on the part of Suzuki to sell any other Suzuki products to Dealer. Suzuki reserves the right to sell the Suzuki Vehicles to retail customers and to grant the privilege of using the name Suzuki or the Suzuki Marks to other dealers or entities, wherever they may be located.

2. RESPONSIBILITIES ACCEPTED BY THE DEALER

2.1 Dealer Responsibilities. Dealer accepts its appointment as an authorized Suzuki dealer and agrees to:

(a) Promote, advertise, market and sell the Suzuki Vehicles actively, aggressively, honestly and effectively, subject to the terms and conditions of this Agreement, in order to meet, and expand to the fullest extent possible, the demand for Suzuki Vehicles by retail customers that are generally located in the area of the Location;

(b) Service the Suzuki Vehicles in the same manner, subject to the terms and conditions of this Agreement;

(c) Establish and maintain satisfactory and attractive dealership facilities at the Location in accordance with the written guidelines established and amended from time to time by Suzuki;

(d) Make all payments to Suzuki when due; and

(e) Discharge its other obligations under this Agreement.

3. CHANGE IN MANAGEMENT OR OWNERSHIP

3.1 Prior Approval of Changes. If Dealer proposes a change in General Manager, a change in ownership, or a transfer of the dealership business or its principal assets to any person conditioned upon Suzuki entering into a Dealer Agreement with that person, Suzuki will consider Dealer's proposal and not unreasonably refuse to approve it, subject to the following:

(a) Dealer agrees to give Suzuki prior written notice of any proposed change or transfer described above. Dealer understands that if any such change is made prior to Suzuki approval of the proposal,

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termination of this Agreement will be warranted and Suzuki will have no further obligation to consider Dealer's proposal.

(b) Suzuki agrees to consider Dealer's proposal, taking into account factors such as (1) the

personal, business, and financial qualifications of the proposed General Manager and owners, and (2) whether the proposed change is likely to result in a successful dealership operation with acceptable management, capitalization, and ownership which will provide satisfactory sales, service, and facilities at an approved location, while promoting and preserving competition and customer satisfaction.

(c) Suzuki will notify Dealer in writing or electronically of Suzuki decision on Dealer's proposal within 60 days after Suzuki has received from Dealer all applications and information reasonably requested by Suzuki. If Suzuki disagrees with the proposal, it will specify its reasons. Suzuki may request that Dealer submit such applications and information in writing or electronically.

(d) Any material change in Dealer's proposal, including change in price, facilities, capitalization, proposed owners, or General Manager, will be considered a new proposal, and the time period for Suzuki to respond shall recommence.

(e) Suzuki prior written approval is not required where the transfer of equity ownership or

beneficial interest to an individual is (1) less than ten percent in a calendar year, and (2) between existing dealer owners previously approved by Suzuki where there is no change in majority ownership or voting control. Dealer agrees to notify Suzuki within 30 days of the date of the change and to execute a new Dealer Statement of Ownership.

(f) Suzuki is not obligated to approve any proposed changes in management or ownership under this Section unless Dealer makes arrangements acceptable to Suzuki to satisfy any indebtedness of Dealer to Suzuki and other commitments of Dealer to Suzuki.

3.2 Multiple or Public Ownership Requirements. In addition to the provisions of Section 3.1, Dealer acknowledges and agrees that no person or entity, whether publicly owned or privately owned, may directly or indirectly, in whole or in part, own and/or operate Dealer except in accordance with the terms and conditions of Suzuki’s policies on public ownership and multiple ownership, as established and amended from time to time by Suzuki. Additionally, Dealer agrees that Suzuki may, through the reasonable exercise of its discretion, refuse to approve a proposed transfer, sale or other ownership and/or operator change if such transfer, sale or other change would result in a violation of Suzuki’s policies on public ownership and/or multiple ownership.

4. PLACE OF BUSINESS

4.1 Location. Dealer shall operate its Dealer Operations, including showroom and sales, service and parts departments, only at the Location, and in a manner that is in compliance with Suzuki’s dealership and operation facilities standard and other guidelines established and amended by Suzuki from time to time. Dealer agrees to conduct Dealership Operations only from the Location.

Effective performance of Dealer's responsibilities under this Agreement requires that the dealership be reasonably equipped to communicate with customers and Suzuki and to properly diagnose and service Suzuki Vehicles. Accordingly, Dealer agrees to provide for use in the Dealership Operations any equipment reasonably designated by Suzuki as necessary for Dealer to perform effectively under this Agreement.

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4.2 Change in Location. If Dealer wants to make any change in the Location or Premises including a change in size, or in the uses previously approved for those Premises, Dealer will give Suzuki prior written notice of the proposed change, together with the reasons for the proposal, for Suzuki evaluation and final decision. No change in location or in the use of Premises will be made without Suzuki prior written authorization pursuant to its business judgment.

4.3 Size. Dealer's facilities at the Premises must meet or exceed Suzuki's minimum size requirements which are identified and attached hereto as Attachment “B,” the Facility Standards Addendum and other standards as established from time to time; provided, however, that if Suzuki substantial changes to its standards, it will consult with the Dealer Advisory Board. Notwithstanding this, Suzuki reserves the right to exercise its own disrection in establishing such standards. Dealer agrees to provide Premises at the Location that will promote the effective performance and conduct of the Dealership Operations, and Suzuki's image and goodwill. Such Premises must be adequately sized to allow for display and storage of the Suzuki Vehicles, provide for office space, a parts area and service facilities of sufficient size to accommodate the volume of sales and service of the Dealer in conformance with written recommendations from Suzuki.

4.4 Dealership Appearance and Image. In order to establish an effective network of authorized Suzuki dealers, Dealer’s place of business shall at all times be maintained so as to present a good image for Dealer and Suzuki and will comply with all conditions of Suzuki’s Square Brand Image Program and other standards as established from time to time; provided, however, that if Suzuki substantial changes to its standards, it will consult with the Dealer Advisory Board. Notwithstanding this, Suzuki reserves the right to exercise its own disrection in establishing such standards. Dealer agrees that its Premises will be properly equipped and maintained, and that the interior and exterior retail environment and signs will comply with Suzuki's requirements, which may be amended from time to time, in order to promote and preserve the image of Suzuki and its dealers.

4.5 Business Hours. Dealer agrees to keep Dealership Operations open for business during all days and hours that are customary and lawful for such operations in the community or locality in which Dealer is located and in accordance with industry standards. Dealer shall not be considered open unless all Dealership Operations are open to the public, and Dealer’s personnel are present to assist customers.

4.6 Identification. Subject to any applicable governmental ordinance, regulation or statute, Dealer’s place of business shall be properly and appropriately identified as a Suzuki retail store by display of authorized Suzuki outdoor signs. Dealer shall purchase from Suzuki and install the size and style of Suzuki outdoor logo signs, as may be required from time to time, and shall maintain such signs to include electrical hookups and operation. Suzuki will review all Suzuki identification at Dealer’s place of business on a periodic basis to assure that it is adequate, attractive and well maintained. Dealer shall follow Suzuki’s recommendations or requirements regarding Suzuki identification.

4.7 Multiple Brands. Suzuki recognizes that Dealer may handle brands which are competitive with the Suzuki Vehicles. In the event Dealer handles such competitive products, Dealer agrees that it will give Suzuki prior written notice of each such competitive products. Further, Dealer agrees to afford the Suzuki Vehicles the effort that Dealer gives to competitive products handled by Dealer in terms of advertising, promotion and sale, floor space, inventory and service in direct proporation to the relative market share of Suzuki Vehicles sold by Dealer. Dealer shall also maintain equal or greater prominence as that afforded to competitive brands in the installation and display of Suzuki logo signs and all other signage bearing the Suzuki Marks.

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5. TRADEMARKS

5.1 Use of Suzuki Marks. Dealer acknowledges that Suzuki, or Suzuki’s parent or affiliated companies, is the exclusive owner of the Suzuki Marks. Dealer agrees that it will take no action inconsistent with such ownership and agrees that all use of the Suzuki Marks by Dealer will inure to the benefit of Suzuki and Suzuki’s parent and affiliated companies. Dealer further acknowledges the great value of the goodwill associated with the Suzuki Marks and the fact that they are inherently distinctive and/or have acquired secondary meaning in the mind of the public such that they are associated with Suzuki and its parent and affiliated companies. During the term of this Agreement and thereafter, Dealer agrees that it will neither have nor claim any right, title, or interest in respect of the Suzuki Marks or otherwise claim any rights of Suzuki and/or its parent or affiliated companies in and to the Suzuki Marks.

Suzuki grants to Dealer a non-exclusive and non-transferable license to display or otherwise use the Suzuki Marks at the Location solely in connection with the selling or servicing of the Suzuki Vehicles. Dealer may use the Suzuki Marks at the Location for the foregoing purposes solely in a manner specified by Suzuki and subject to the prior written approval of Suzuki. Dealer agrees that the Suzuki Marks may be used as part of the name under which Dealer conducts its business only with the prior written approval of Suzuki. Dealer will not apply to register any name, which includes a Suzuki Mark as an Internet domain name without Suzuki prior written approval. Dealer agrees to purchase and sell goods bearing Marks only from parties authorized or licensed by Suzuki. The foregoing license or any approval previously granted by Suzuki shall terminate automatically upon termination of this Agreement for any reason, or may be cancelled or withdrawn by Suzuki at any time.

Dealer shall immediately discontinue any advertising that Suzuki may find to be injurious to

Suzuki’s business or reputation or to the Suzuki Marks. Dealer agrees to permit any designated representative of Suzuki upon the Premises during regular business hours to inspect Suzuki Vehicles or services in connection with Marks.

5.2 Misuse; No Rights Against Others. Dealer agrees not to sell or offer for sale as Suzuki Vehicles any products which are not the Suzuki Vehicles. Dealer shall not have any rights (1) against Suzuki for damages or any other remedy by reason of Suzuki’s failure or alleged failure to prosecute any alleged infringements or imitations by others of the Suzuki Marks, or (2) against Suzuki or any other person whatsoever to object to or otherwise prevent Suzuki’s allowing any other dealer to display the Suzuki Marks or use them as part of any business name.

5.3 Discontinuance of Use. Upon termination or expiration of this Agreement, Dealer agrees that it shall immediately:

(a) Discontinue the use of the Suzuki Marks, or any confusingly similar mark, including without limitation the use of all stationery, telephone directory listings, printed material, broadcasting and electronic media, including but not limited to television and the Internet, and all forms of transmission, either developed or undeveloped, referring in any way to Suzuki or bearing any of the Suzuki Marks;

(b) Discontinue the use of the Suzuki Marks, or any confusingly similar mark, as part of its business or corporate name, and file a change or discontinuance of such name with appropriate authorities;

(c) Remove at Dealer’s expense all Suzuki logo signs and all other signage bearing the Suzuki Marks;

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(d) Cease representing itself as an authorized Suzuki dealer; and

Refrain from any action, including without limitation any advertisement, statement or implication in any printed or electronic media, that it is authorized to sell or distribute the Suzuki Vehicles.

5.4 Equitable Remedies. In the event Dealer fails to comply promptly with the terms and conditions of Section 9, the parties agree that (1) Suzuki will suffer irreparable injury for which money damages are not an adequate remedy and, as a result, Suzuki shall be entitled to injunctive relief or such other equitable relief as a court may determine, and (2) Suzuki shall have the right to enter upon Dealer’s premises and remove, all Suzuki logo signs and any other identification bearing the Suzuki Marks. Dealer agrees that it shall reimburse Suzuki for any costs and expenses incurred in the removal of signs owned by Dealer bearing the Suzuki Marks, including reasonable attorneys’ fees.

6. PURCHASE OF SUZUKI VEHICLES BY DEALER

6.1 General Terms and Conditions. Suzuki will sell the Suzuki Vehicles to Dealer, and Dealer shall purchase the Suzuki Vehicles from Suzuki in accordance with the terms and conditions set forth in this Agreement and the sales programs offered by Suzuki from time to time. Suzuki reserves the right to change any term or condition, including price (as set forth in Section 6.2) and payment term, at any time without accountability to Dealer. However, Suzuki shall endeavor to provide Dealer with advance notice of any such change. The Suzuki Vehicles supplied by Suzuki to Dealer are warranted only in accordance with Suzuki’s written warranty to consumers, which written warranty is supplied to Dealer for distribution to Dealer’s customers and which may be amended from time to time by Suzuki. OTHER THAN THE WARRANTY CONTAINED IN SUZUKI’S WRITTEN WARRANTY, SUZUKI DISCLAIMS ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING BUT NOT BY WAY OF LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.2 Prices. All sales to Dealer shall be at such prices as from time to time are established by Suzuki and in effect at the time of shipment, and as invoiced. Such prices are referred to herein as the “Dealer Price.” Suzuki reserves the right to change its Dealer Price for any reason and, without limiting the foregoing, Suzuki will not be bound by Dealer’s pre-sale of the Suzuki Vehicles to a customer in the event of a price increase. Suzuki will give notice to Dealer of any change increasing the price to be paid by Dealer before shipping any current Suzuki Vehicles to which such change is applicable. Dealer may cancel or modify orders for the Suzuki Vehicles to which any such change applies, provided written notice of cancellation is delivered to Suzuki within 10 days after receipt by Dealer of Suzuki’s price change notice. Dealer agrees that it is responsible for and shall comply with all laws calling for the collection and/or payment of all taxes, including sales and use taxes.

On all Suzuki Vehicles ordered by Dealer, Dealer shall pay the equalized transportation and freight charges as Suzuki in good faith establishes from time to time. If Dealer fails or refuses to accept a delivery, these charges as well as all return charges shall be added to Dealer’s account with Suzuki; provided, however, that the assessment of such charges is in addition to, and not in lieu of, any other liability hereunder for Dealer’s failure or refusal to accept delivery.

6.3 Routing; Unloading; Shortage/Damage. Suzuki will attempt to use the best available carrier for all shipments to Dealer, and Suzuki hereby reserves the right to make the final choice of carrier at Suzuki’s sole discretion.

Upon receipt by Dealer of each shipment, Dealer shall accept and immediately inspect the vehicles for any damage or loss. When weather or night shipments do not permit immediate

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inspection, any damage or loss must be reported within 48 hours of delivery by certified letter. Claims for visible or concealed damage any shipment of the Suzuki Vehicles must be filed in accordance with Suzuki’s Service Policies and Procedures Manual, as amended by Suzuki from time to time.

6.4 Product Return. Suzuki will not accept the return of the Suzuki Vehicles from Dealer, except where required by law. If Suzuki must, by local law, accept the return of the Suzuki Vehicles from Dealer, Dealer shall pay all transportation charges and freight charges. All Suzuki Vehicles returned must be new, unused, undamaged and in their original condition; provided, however, that if any Suzuki Product is damaged upon return, Suzuki may, but is under no obligation to, accept such damaged Vehicles and may deduct the amount of the damage from the original invoice price.

6.5 Payments. Dealer shall establish and maintain a commercial floor plan with an independent commercial lender acceptable to Suzuki for the exclusive purchase of the Suzuki Vehicles. Dealer shall provide written evidence of such floor plan promptly upon request of Suzuki. Dealer must submit payment for all Suzuki Vehicles, and must pay all open account balances, in accordance with the terms and conditions described in the “Dealer Credit Policy”, as amended from time to time, or as established from time to time by Suzuki. Dealer acknowledges that Suzuki may require prepayment or payment on a cash on delivery (C.O.D.) basis for the Suzuki Vehicles.

6.6 Title; Risk of Loss. Title to the Suzuki Vehicles passes to Dealer only upon payment in full for said Suzuki Vehicles delivered to Dealer. Until full payment for the Suzuki Vehicles is made, Suzuki retains and is hereby granted a security interest in all Suzuki Vehicles, and in the proceeds thereof, which shall allow Suzuki at any reasonable time after a delinquency under Section 10.5, and without notice or demand and with or without legal process, to take possession of said Suzuki Vehicles. When a shipment of the Suzuki Vehicles to Dealer is delivered to a transportation carrier for delivery to Dealer, the risk of loss for the shipment passes to Dealer at that point and any loss or damage during shipment must be resolved solely between the carrier and Dealer. If Suzuki accepts a return of any of the Suzuki Vehicles from Dealer, the risk of loss with respect thereto shall not pass to Suzuki until delivery to Suzuki is completed.

6.7 Delinquencies. If Dealer becomes delinquent in any of its accounts with Suzuki (e.g., delinquent Open Parts Account or delinquent Product (Vehicle) Account), Dealer shall be in default on all of its accounts with Suzuki. All past due accounts will then be accelerated and become immediately due and payable. Furthermore, Suzuki may without notice to Dealer suspend all pending orders for the Suzuki Vehicles until such time as the delinquency is cured. Any collection charges (including attorneys’ fees) incurred by Suzuki in connection with the collection of any indebtedness from Dealer to Suzuki shall be paid by Dealer.

Upon termination or expiration of this Agreement, Dealer agrees that all unfilled orders for the Suzuki Vehicles are immediately and without notice cancelled.

6.8 Financial Condition. Dealer shall maintain sufficient minimum working capital and net worth, as Suzuki reasonably determines, based on Dealer’s size and market opportunities, to allow Dealer to perform its obligations under this Agreement.

6.9 Delays. Although Suzuki will use due diligence to ship promptly orders accepted by it, Suzuki shall not be liable for any delay in shipment caused by a shortage of supplies at the Suzuki vehicle distribution facility nearest Dealer, due to riots, war, willful acts of third parties, strikes or other union labor problems, import restrictions, acts of God, or any other cause beyond Suzuki’s control. Although Suzuki will attempt to fill all orders accepted by it, Suzuki will not be liable for failure to fill any of Dealer’s orders.

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6.10 Product Supply. Suzuki will endeavor to distribute new Suzuki Vehicles among its dealers in a fair and equitable manner. Many factors affect the availability and distribution of Suzuki Vehicles to dealers, including component availability and available production capacity, sales potential for retail customers generally located in the area of the Location varying consumer demand, weather and transportation conditions, governmental regulations, and other conditions beyond the control of Suzuki. Suzuki reserves to itself discretion in accepting orders and distributing Suzuki Vehicles, and its judgments and decisions are final.

6.11 Product Discontinuance. Suzuki retains the right to discontinue, cancel or alter any of the Suzuki Vehicles as well as the design, styling, color or other features of said product lines or models and shall be under no obligation to provide notice of the same. Suzuki does not represent that any of the Suzuki Vehicles or said product lines or models will continue for any period of time or that any additional or new Suzuki Vehicles from time to time will be made available to Dealer for purchase.

7. RETAIL SALES OF SUZUKI VEHICLES 7.1 Dealer’s Sales Responsibilities. Dealer recognizes that customer satisfaction and the

successful promotion and sale of the Suzuki Vehicles are significantly dependent on Dealer’s advertising and sales promotion activities. Therefore, in addition to Dealer’s obligations under Section 2.1, Dealer at all times shall:

(a) Maintain at its expense an adequate, stable, qualified and trained sales organization that is knowledgeable about the Suzuki Vehicles; (b) Maintain high standards of ethics in advertising, promoting and selling the Suzuki Vehicles and avoid engaging in any misrepresentation or unfair or deceptive practices; (c) Accurately represent to customers the total selling price of the Suzuki Vehicles. Dealer agrees to give customers itemized statements and all other information required by law, including information about any Suzuki suggested retail price. Dealer understands and acknowledges that it may sell the Suzuki Vehicles at whatever reasonable price Dealer desires; (d) Not charge customers for services for which Dealer is reimbursed by Suzuki; and 7.2 Advertising/Promotion Materials. Pursuant to its responsibilities under this Agreement, Dealer shall stock an adequate supply of advertising and promotional materials for advertising and promotion of the Suzuki Vehicles consistent with Dealer’s size, market opportunities and sales potential.

7.3 Types of Sales. It is Suzuki's policy not to sell or allocate new Suzuki Vehicles to dealers for resale to persons or parties (or their agents) engaged in the business of reselling, brokering (including but not limited to buying services), exporting or wholesaling Suzuki Vehicles. Dealer shall sell Suzuki Vehicles to retail customers only (i.e., for personal use or primary business use other than resale), except for sales to or trades with other authorized Suzuki dealers. Unless otherwise authorized by Suzuki, Dealer shall not sell, directly or indirectly, the Suzuki Vehicles to any unauthorized Suzuki dealer, any other person(s), or their agents engaged in the business of reselling, brokering (including but not limited to buying services), exporting or wholesaling Suzuki Vehicles, in this country or a foreign country. Dealer shall emphasize sales of the Suzuki Vehicles to retail customers that are generally located in the area of the Location. Dealer is authorized to sell Suzuki Vehicles only to customers located in the United States. Dealer agrees that it will not sell new Suzuki Vehicles for resale or principal use outside the United States. In addition, Dealer shall not sell to anyone or otherwise promote the sale of any Suzuki Vehicle that has been manufactured for sale to a customer outside the United States or that does not meet the requirements of all laws applicable to Dealer and/or the Location. For the purpose of this Agreement, the term "United States" means the continental United States and Alaska (excluding Hawaii).

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7.4 Warranty Information; No Other Warranties. Dealer acknowledges its responsibility to be completely familiar with the Suzuki warranties and any change published by Suzuki from time to time. Dealer shall display in its showroom the complete text of the warranties in accordance with government regulations and instructions from Suzuki, and Dealer shall deliver a copy of the Suzuki warranties and shall review their provisions with each buyer of the Suzuki Vehicles. Dealer understands that Suzuki makes no warranties or representations, express or implied, for itself or the manufacturer of the Suzuki Vehicles, except as provided in the current Suzuki warranty policy in effect from time to time. Dealer shall promote only Suzuki approved and sanctioned warranties and extended service contracts as Suzuki warranties and service contracts, and shall not promote any other warranty or extended warranty as a Suzuki warranty.

7.5 Dealer Sales Performance. Suzuki may from time to time establish a reasonable monthly, quarterly, semi-annual and/or annual sales goal for Suzuki Vehicles, which Dealer will strive to achieve through aggressive marketing and promotional practices. Dealer shall from time to time submit a business plan at the request of Suzuki that contains Dealer’s strategy for such items as future sales (including goals), advertising, promotion, merchandising, provision of service, staffing and other matters, and complying with other obligations under this Agreement, as Suzuki may reasonably request.

Suzuki may at any time assign Dealer a geographic area called a Primary Market Area (“PMA”), which Suzuki may change in its discretion from time to time. Dealer agrees that it will have no exclusive right to any such PMA or any other geographic area and Suzuki may add new dealers, relocate dealers or adjust Dealer’s PMA as it decides in its sole discretion. In entering into this Agreement, Dealer acknowledges that other dealers might be authorized by Suzuki to compete in the area(s) in which Dealer operates.

Dealer’s sales performance may be evaluated under various criteria established by Suzuki, which may include, but are not limited to, the achievement of sales goals established by Suzuki; comparisons of Dealer’s sales and/or registrations to those of other Suzuki dealers of comparable size and market opportunities, and other line makes within Dealer’s PMA or such area(s) which Suzuki believes is a reasonable basis for comparison; sales performance trends over a reasonable period of time; compliance with Dealer’s business plan; and the manner in which Dealer has conducted its sales and marketing operations.

7.6 Inventories. Dealer acknowledges that customers expect Dealer to have a reasonable quantity and variety of current model of Suzuki Vehicle in its inventory. Accordingly, Dealer agrees to purchase and stock, at all times, a minimum inventory of Suzuki Vehicles in quantities adequate to meet or exceed Dealer’s proper share of current and anticipated demand for the Suzuki Vehicles by retail customers are generally located in the area of the Location or other PMA assigned to the dealer by Suzuki pursuant to Section 7.5.

8. CUSTOMER SATISFACTION

8.1 Customer Satisfaction. One of Suzuki's main goals is to be recognized as marketing the finest products and providing the best service in the automobile industry. Accordingly, the Suzuki name should be synonymous with the highest level of customer satisfaction. Dealer and Suzuki recognize that appropriate care for the customer is necessary to promote customer satisfaction with Suzuki Vehicles and its dealers, which is vital to our current and future business success. Dealer therefore agrees to conduct its operations in a manner which will promote customer satisfaction with the purchase and ownership experience. Dealer will emphasize customer satisfaction to all Dealer's employees, ensuring that customers are at all times treated in a prompt, courteous, fair, and professional manner. Dealer will use its best efforts to positively resolve,

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requests for customer assistance, and conveying to customers that Dealer is committed to the highest level of customer satisfaction. Suzuki will provide Dealer with a written report at least annually pursuant to the procedures in effect evaluating the Dealer’s purchase and delivery customer satisfaction and Dealer’s service customer satisfaction. The report will compare the Dealer’s performance to other Suzuki dealers in the Region. Suzuki may revise the customer satisfaction evaluation process from time to time. Dealer acknowledges that Suzuki may from time to time, adopt incentive programs, policies and procedures that reward customer satisfaction.

9. SERVICE

9.1 General. Dealer, as an independent business, shall strive to offer the best possible customer service to owners and users of all Suzuki Vehicles. Customer satisfaction with service plays a vital role in the success and profitability of Suzuki dealers. Providing superior, high quality service is Suzuki’s goal to help its dealers ensure long term success in the marketplace. Suzuki acknowledges that service satisfaction is the key to repeat business. Service satisfaction is also a crucial element to minimize the expense of recruiting and gaining new customers. Suzuki has established guidelines and educational efforts outlined in the publications titled, the "Suzuki Service Policies and Procedures Manual", which may be amended or replaced from time to time. Dealer agrees to follow the philosophies and guidelines outlined in these publications and also to be prepared to revise and modernize its operation as the demands of the market change. Dealer agrees to deliver all of the Suzuki Vehicles in a professional manner consistent with these manuals, and each customer is to receive from Dealer a thorough briefing on the operation, maintenance and cautions of operating the Suzuki Vehicles. 9.2 Suzuki Vehicle Pre-Delivery Inspections and Adjustments. Because new vehicle delivery condition is critical to customer satisfaction, Dealer agrees to perform specified pre-delivery inspections and adjustments on each new Suzuki Vehicle and verify completion according to procedures identified in the Suzuki Policy and Procedures Manual. 9.3 Warranty Repairs. Dealer understands that proper and efficient warranty repairs are an essential part of good customer relations. In accordance with the provisions of the Suzuki Service Policies and Procedures Manual furnished by Suzuki to Dealer from time to time, Dealer shall perform any warranty repairs of the Suzuki Vehicles which qualify for repairs without charge to the customer under the provisions of such Suzuki Service Policies and Procedures Manual regardless of whether or not Dealer sold the Suzuki Vehicles requiring warranty repairs. Dealer shall use only new and genuine Suzuki parts in performing any warranty repairs. Dealer shall be solely responsible for the service work performed in making the warranty repairs. When the vehicle is returned to the owner, Dealer will provide owner a copy and explanation of the repair document reflecting all services performed. Suzuki will reimburse Dealer only for warranty repairs performed in accordance with prevailing Suzuki policies and procedures, as published by Suzuki from time to time, or as otherwise required by applicable law. Dealer shall use only proper warranty claim forms furnished by Suzuki and agrees to make reasonable efforts to submit warranty claims via electronic methods through the SCAT System. Credit for authorized warranty repairs will be issued by Suzuki in a timely manner.

9.4 Service Compliance. Dealer shall provide prompt, accurate, efficient and courteous maintenance and repair service to all owners and users of the Suzuki Vehicles, regardless of from whom the Suzuki Vehicles were purchased. All service will be performed and administered in a professional manner and in accordance with all applicable laws and regulations, this Agreement, Suzuki Service Policies and Procedures Manual, as amended from time to time. When performing service other than warranty repairs, Dealer may sell and install non-genuine Suzuki parts. All service shall be performed in accordance with recommendations, specifications and publications (including Suzuki Service Policies and Procedures Manual) as may be furnished to Dealer by Suzuki from time

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to time and updated from time to time, which Dealer shall arrange to be circulated to its service department and then filed in a permanent service library. However, Dealer shall be solely responsible to its customers to have all service work performed properly and in a good workmanship manner. Prior to commencing any service work, Dealer shall advise the customer of the work anticipated by Dealer to be required and the cost (including parts and labor) thereof and obtain the consent of the customer to such work.

9.5 Service Area and Equipment. Dealer shall maintain an appropriately sized service department which shall be painted, kept neat and properly organized to insure efficient operation, and which presents a positive impression and inspires consumer confidence. Dealer’s service department shall provide sufficient working space to handle Dealer’s expected service volume based upon the sale of Suzuki vehicles and service work occurring in the general area. Dealer shall equip this department with the appropriate and necessary shop equipment (including equipment outlined in the Suzuki Operations Guide in effect from time to time), furniture, Suzuki special tools and those tools used in normal day-to-day operations.

9.6 Records and Manuals. Dealer shall maintain and keep updated all manuals, bulletins, microfiche, video training tapes and written or electronic records received from Suzuki. Dealer and its service personnel shall have available, and be familiar with, all service and maintenance manuals provided by Suzuki.

9.7 Service Personnel. Dealer agrees to maintain an adequate service and parts organization as recommended by Suzuki, including a competent, trained service and parts manager(s), trained service and parts personnel and, where service volume or other conditions make it advisable, a consumer relations manager.

Service personnel in the dealership shall be competent and properly trained at Dealer’s expense to handle all service work of Dealer’s customers. Dealer shall have at least two full-time technicians who have been certified by the Suzuki Service School, and more than two full-time technicians if the service department volume warrants additional mechanics. Dealer shall send its dealer personnel to service training classes, service schools and clinics, technical training schools, seminars and other dealer employee training courses as provided by Suzuki from time to time, including all of Suzuki’s Technical Training Programs, and Dealer shall ensure that its technicians also participate in all video training and testing programs (including the Mechanic to Mechanic series). Dealer acknowledges the need for such school and training to keep current on all Suzuki Vehicles for the protection of Dealer’s customers, and agrees to support its service department personnel with respect thereto.

9.8 Tools and Equipment. Dealer agrees to provide and maintain on Dealership Premises essential service tools as required by Suzuki, and such other tools and equipment as reasonably necessary to fulfill its responsibilities to properly diagnose and service Products. Dealer also agrees to allow Suzuki or its designated representative to survey or inspect Dealer's tools and equipment to ensure that they are in good repair and proper calibration to enable Dealer to meet its service responsibilities. In the event a dispute arises from such a survey or inspection, Suzuki personnel agree to discuss the matter with the Dealer in order to resolve the dispute.

9.9 Campaign Inspection and Corrections. Suzuki will notify Dealer of suspected

unsatisfactory conditions on Products and issue campaign instructions. Dealer agrees to inspect and correct suspected unsatisfactory conditions on Products in accordance with the instructions. Dealer will also determine that campaign inspections and corrections have been made on Products Vehicles in its inventory prior to sale, and follow-up on Products on which campaigns are outstanding.

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Suzuki may ship, and Dealer agrees to accept, unordered parts and materials required for campaigns. Upon campaign completion, Dealer will receive credit for excess parts and materials so shipped if they are returned or disposed of according to Suzuki instructions.

9.10 Compliance with Consumer Protection Statutes, Rules and Regulations. Because certain customer complaints may impose liability upon Suzuki under various repairs or replacement laws or other consumer protection laws and regulations, Dealer agrees to provide adequate and prompt written notice to Suzuki of such complaints and take such other steps as Suzuki may reasonably require. Dealer shall do nothing to adversely affect Suzuki’s rights under such laws and regulations. Subject to any law or any regulation to the contrary, Dealer shall be liable to Suzuki for any refunds or vehicle replacements provided to customers where Suzuki reasonably establishes that Dealer failed to carry out vehicle repairs in accordance with Suzuki’s written published policies and procedures or its express oral instructions subsequently confirmed in writing. Dealer also agrees to provide all required customer notifications and disclosures as prescribed by repair or replacement laws or other consumer laws or regulations.

10. PARTS AND ACCESSORIES

10.1 Inventory. Dealer agrees to maintain an adequate inventory of Suzuki parts and accessories to meet customer service demand and warranty requirements, to maintain the highest level of customer satisfaction and to abide by the provisions of Suzuki’s Service Policies and Procedures Manual in effect from time to time. Orders for parts and accessories will be submitted and processed according to written or electronic procedures established by Suzuki or other designated suppliers.

10.2 Shipment Acceptance. Dealer shall accept all shipments of Suzuki parts or accessories ordered by it. In the event of an error in a shipment by Suzuki, Dealer must submit a parts discrepancy report and receive the prior written approval of Suzuki before returning the parts.

10.3 Non-Genuine Parts and Accessories. Dealer shall not sell, install or use any non-Suzuki part or accessory that could adversely affect the mechanical operation, safety, integrity or reputation of the Suzuki Vehicles or that could cause unsafe handling or dangerous riding characteristics. Dealer shall disclose any such sale, installation or use of non-genuine parts or accessories to the customer and advise the customer that such parts or accessories are not included in any warranties furnished by Suzuki.

10.4 Accessories. In addition to Dealer’s obligations under Section 10.3, Dealer acknowledges that Dealer is responsible for the aftermarket and accessory items that Dealer installs on any Suzuki Vehicles and must disclose to each customer in writing the use thereof and caution each customer regarding the possible voiding of any Suzuki warranty, the proper use of accessory items, any effect the items may have on handling characteristics, mileage, safety, emissions and any prohibitions under federal (including EPA) or state laws or regulations.

11. ADVERTISING AND PROMOTION

11.1 Advertising and Promoting Suzuki Vehicles. Dealer acknowledges the value of advertising and promotions and agrees to conduct ongoing advertising and promotional programs at whatever level is necessary to comply with Section 2.1 and the other terms of this Agreement. Without limiting the foregoing, and in addition to Dealer’s individually generated programs, Dealer shall also utilize all point-of-sale, merchandising, promotion and advertising materials provided by

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Suzuki and shall become and remain familiar with the Suzuki Dealer Advertising Planner in effect from time to time and adhere to its principles.

11.2 Retail Only. In its advertising and promotional activities, Dealer must identify itself as a retail dealer and must not in any way attempt to mislead the public into a belief that Dealer is a wholesaler, jobber, factory direct dealer or anything other than a retail dealer.

11.3 Customer Confidence. Dealer shall advertise and promote the Suzuki Vehicles only in a manner that will develop customer confidence in the Suzuki Vehicles, and will not use any advertising or promotions tending to mislead or deceive the public. Dealer shall discontinue any advertising or promotions that Suzuki may find in its sole judgment to be injurious to Suzuki business or likely to deceive the public. In furtherance of developing customer confidence, Dealer acknowledges that it is solely responsible for and must stand behind the price, performance, specifications, equipment warranty and other information contained in its advertisements or promotions. If Dealer’s advertisements or promotions of the Suzuki Vehicles contain specific obligations or offers, Dealer must be prepared to and must fulfill all such obligations and offers set forth therein.

11.4 Activities Regarding Suzuki Name. To further expose and popularize the name “SUZUKI”, Suzuki will from time to time participate in promotional or advertising activities with other parties, which may include the sale or exchange of the Suzuki Vehicles for advertising or promotional value. Dealer shall cooperate by rendering assembly, pre-delivery and warranty service in connection with such promotions or advertisements, for which service Dealer shall be compensated at the established rates.

12. REPORTING, RECORDS, INSPECTION AND OTHER RESPONSIBILITIES

12.1 Service Reporting. Dealer agrees to provide Suzuki with reports of warranty service and other service work performed by Dealer in the form and within the times required by Suzuki.

12.2 Retail Delivery Reporting. Dealer shall immediately upon delivery of a Suzuki Vehicle to a retail purchaser complete and transmit to Suzuki a report of retail sale called the "Retail Delivery Report" and furnish to Suzuki, via SCAT system or other internet system, with other reports and records as may be reasonable required by Suzuki.

12.3 Data Transmission. To provide for effective and efficient communication, data interchange and electronic transactions between Suzuki, its dealers, and its customers, Suzuki may establish reasonable requirements for Dealer's acquisition and use of certain computer software, computer hardware, and systems in Dealership Operations, including but not limited to Suzuki's SCAT system and involving the Internet. Dealer agrees to comply with those requirements and all restrictions and limitations applicable to such computer software, computer hardware or systems.

Suzuki may provide Dealer from time to time certain customer information or other information or data. Dealer agrees to use such information or-data only as designated by Suzuki, and not to otherwise disclose such information or data without Suzuki written permission, unless otherwise required by law. This restriction only applies to information and data provided by Suzuki to its dealers, and does not apply to data or information Dealer obtains from its customers or other sources.

12.4 Uniform Accounting System. A uniform accounting system facilitates an evaluation of Dealer business management practices and the impact of Suzuki policies and practices. Suzuki therefore agrees to maintain, and Dealer agrees to use and maintain records in accordance with a uniform accounting system set forth in the Suzuki Standard Accounting Manual furnished to Dealer.

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Dealer further agrees to electronically submit to Suzuki, by the tenth business day of every month, dealer financial data, including but not limited to financial statements and supporting schedules, in a manner specified by Suzuki and on a timely basis.

12.5 Application for Payment. Dealer also agrees to timely submit true and accurate applications or claims for payments, discounts or allowances; true and correct orders for Products and reports of sale and delivery; and any other reports or statements required by Suzuki, in the manner specified by Suzuki, and to retain such records for at least two years.

12.6 Examination of Dealer’s Accounts and Records. Suzuki shall have the right during regular business hours to inspect Dealer’s facilities, visit with Dealer’s employees and to access, audit and reproduce all records, accounts and supporting data relating to Dealer’s obligations under this Agreement, including without limitation, sales; sales reporting; service and repair of the Suzuki Vehicles by Dealer. Suzuki will provide two business days' notice before auditing Dealer's records. The obligations of Dealer under the above provisions also include giving Suzuki access to any electronically stored data and, if requested by Suzuki, making and delivering to Suzuki a hard copy thereof. If requested by Dealer, Suzuki agrees to review any report with Dealer and to provide a copy of any report of the examination or audit of Dealer.

12.7 Compliance with Laws. In addition to other provisions of this Agreement that require compliance by Dealer with various laws, Dealer shall at all times conduct its business in full compliance with all applicable federal, state and local laws, rules and regulations, including but not limited to, consumer fraud and deceptive trade practices laws, and all applicable building and safety codes.

13. TERMINATION

13.1 Termination by Suzuki on 60 Days Notice. Suzuki may terminate this Agreement upon sixty (60) days notice after the occurrence of any of the following events: (a) The replacement of the approved General Manager without Suzuki’s prior written approval; provided, however, that Dealer shall have 15 days from the date notice is received to cure such event. (b) Any attempted or actual sale, transfer, or assignment by Dealer of this Agreement or any of the rights granted Dealer hereunder, or any attempted or actual transfer, assignment or delegation by Dealer of any of the responsibilities assumed by it under this Agreement contrary to the terms of this Agreement; provided, however, that Dealer shall have 15 days from the date notice is received to cure such event.

(c) Any change, whether voluntary or involuntary, in the record or beneficial ownership of Dealer as set forth in the Dealer Statement of Ownership furnished by Dealer, unless permitted by Section 3.1(e) or pursuant to Suzuki written approval; provided, however, that Dealer shall have 15 days from the date notice is received to cure such event. (d) Any unauthorized sale or transfer of any Suzuki Vehicle to any person engaged in the business of reselling, brokering, exporting or wholesaling the Suzuki Vehicles, either in this country or a foreign country, other than another authorized domestic Suzuki dealer, in violation of Section 7.3; provided, however, that Dealer shall have 15 days from the date notice is received to cure such event. (e) Failure of Dealer to maintain the line of credit required by Section 6.5; provided, however, that Dealer shall have 15 days from the date notice is received to cure such event.

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(f) Failure of Dealer to timely pay its obligations to Suzuki; provided, however, that Dealer shall have 15 days from the date notice is received to cure such event. (g) Any dispute among the owners or management personnel of Dealer which, in Suzuki's opinion, may adversely affect the Dealership Operations or the interests of Dealer or Suzuki. (h) Any change in the Dealer's approved Location(s) or Premises or any portion of its Dealership Operation without the prior written consent of Suzuki. (i) Any sale, transfer, relinquishment, discontinuance, or change of use by Dealer of any of the Dealership Premises or other principal assets required in the conduct of the Dealership Operations, without Suzuki prior written approval. (j) Submission by Dealer of false applications or reports, including false orders for Vehicles or reports of delivery or transfer of Vehicles. (k) A finding by a government agency or court of original jurisdiction or a settlement arising from charges that Dealer, or a predecessor of Dealer owned or controlled by the same person, had committed an act involving dishonesty or moral turpitude or any unfair or deceptive business practice which, in Suzuki opinion, may adversely affect the reputation or interests of Dealer or Suzuki. (l) A material breach or material violation by Dealer of any other term or provision of this Agreement not expressly identified as a ground for termination in Section 13.

If the 60-day notice specified in this Section 13.1 is less than the period required by applicable law, such period of notice shall be deemed increased to the minimum period required by such law.

13.2 Termination by Suzuki for Dealer Failure of Performance. If Suzuki determines that Dealer's Premises are not in compliance with Suzuki's written standards, or that Dealer has failed to adequately perform its sales or service responsibilities, including those responsibilities relating to customer satisfaction and training, Suzuki will review such failure with Dealer.

As soon as practical thereafter, Suzuki will notify Dealer in writing or electronically of the nature of Dealer's failure and of the period of time during which Dealer will have the opportunity to correct the failure.

If Dealer does correct the failure by the expiration of the period, Suzuki will so advise the Dealer in writing or electronically. If, however, Dealer remains in material breach of its obligations at the expiration of the period, Suzuki may terminate this Agreement by giving Dealer 60 days advance written notice.

13.3 Termination by Suzuki Immediately. Suzuki may terminate this Agreement immediately upon notice after the occurrence of any one of the following events:

(a) Insolvency of Dealer; or filing by or against Dealer of a petition in bankruptcy; or filing of a proceeding for the appointment of a receiver or trustee for Dealer, provided such filing or appointment is not dismissed or vacated within thirty days; or execution by Dealer of an assignment for the benefit of creditors or any foreclosure or other due process of law whereby a third party acquires rights to the operation, ownership or assets of Dealer. (b) Submission by Dealer of false applications or claims for any payment, credit, discount, or allowance, including false applications in connection with incentive activities, where the false information

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was submitted to generate a payment to Dealer for a claim which would not otherwise have qualified for payment. (c) Failure of Dealer to conduct customary sales and service operations during customary business hours for seven consecutive business days. (d) Abandonment of the Location by Dealer.

(e) Revocation or suspension for any period of time of Dealer’s license to sell the Suzuki Vehicles. (f) Refusal by Dealer to timely furnish sales, service or financial information and related supporting data, or to permit a Suzuki designated representative of Suzuki to access, examine, audit, or take copies of any of the accounts or records Dealer is to maintain under the accounting manual and this Agreement. (g) Conviction in a court of original jurisdiction of Dealer, or a predecessor of Dealer owned or controlled by the same person, or any General Manager or dealer owner of any felony. (h) Failure to comply with instructions of Suzuki regarding compliance with applicable laws, including without limitation, recalls or other safety or product improvement campaigns or programs, and/or failure to make a good faith effort to comply with the Federal Clean Air Act, the National Traffic and Motor Vehicle Safety Act or Consumer Product Safety Act or any other laws, orders, rules or regulations regarding recalls or other safety or product improvement campaigns or programs. (i) Failure to comply with the provisions of Section 5.

If the immediate notice specified in Section 13.3 is less than the period required by applicable law, such period of notice shall be deemed increased to the minimum period required by such law.

13.4 Termination by Dealer. Dealer has the right to terminate this Agreement without

cause at any time upon written notice to Suzuki. Termination will be effective 30 days after Suzuki receipt of the notice, unless otherwise mutually agreed in writing.

13.5 Termination by Agreement. This Agreement may be terminated at any time by

written agreement between Suzuki and Dealer.

13.6 Suzuki Repurchase Option Upon Termination. Upon the termination of this Agreement for any reason, Suzuki will purchase from Dealer, free and clear of all liens, charges and encumbrances, the following:

(a) New, unused, unaltered, undamaged, unlicensed and marketable current model Suzuki Vehicles, with mileage of 100 miles of less, which were purchased by Dealer from Suzuki, and are in Dealer's inventory, at Dealer's vehicle price less destination charges and any voluntary advertising associated assessments made on behalf of a Suzuki Advertising Association. Suzuki shall pick up said Suzuki Vehicles and pay all transportation charges for return of said vehicles;

(b) The new, current model Suzuki Parts and Accessories at Suzuki's invoice price to Dealer,

less Suzuki's prevailing restocking charge, but only if delivered by Dealer at Dealer's expense, to Suzuki's Parts Warehouse located nearest Dealer provided however, that these Suzuki Parts and Accessories must be in a new, unused, undamaged and saleable condition and in the original package

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quality; provided further, that Suzuki will not purchase any Suzuki Parts and Accessories which Suzuki deems to be obsolete;

(c) The current Suzuki Special Tools, but only if delivered by Dealer at Dealer’s expense, to

Suzuki’s Parts Warehouse located nearest Dealer provided however, that these Special Tools are in saleable, good working condition (reasonable wear and tear excepted) and were purchased by the Dealer from Suzuki within three (3) years preceding the effective date of expiration of termination of this Agreement.

(d) The current Suzuki signage, but only if Dealer purchased and installed equipment from

Suzuki's designated vendor and is in good working condition, reasonable wear and tear is excepted.

The current Suzuki signs but only if Dealer purchased and installed the equipment and signs from Suzuki's designated vendor and are in good working condition. Reasonable wear and tear is excepted.

13.7 Death or Incapacity. This Agreement shall automatically terminate, effective 90 days after the death of the General Manager or any Owner, or the incapacity of the General Manager or the Owner of a majority of the stock or other equity interests of Dealer; provided, that Dealer may request one or more extensions of the effective date of expiration to assist Dealer in terminating its dealership business or to provide for a transfer of assets or ownership previously approved under this Agreement. The request, however, must be made no more than 30 days prior to the effective date of termination; in which event, Suzuki will not unreasonably refuse to grant such an extension. Dealer agrees that factors which would make Suzuki’s refusal to grant such an extension reasonable include, without limitation, (1) an unreasonably long period of extension; (2) failure to provide Suzuki with all documents relating to succession (including any trust documents or wills); (3) failure of Dealer to advise Suzuki of who will inherit, or claims to inherit, or otherwise succeed to the interests of the deceased or incapacitated person; (4) a dispute regarding entitlement to Dealer’s assets or a deceased or incapacitated Owner’s interests, or failure to resolve such a dispute within a reasonable time; (5) inadequate consumer sales and service or satisfaction in the geographic area in which Dealer conducts its business; or (6) impairment of the Suzuki name or the Suzuki Marks. As used in this Agreement, the term “incapacity” means (i) any physical or mental ailment of the General Manager or the majority Owner that adversely affects Dealer’s ability to meet its obligations under this Agreement, or (ii) the management of the financial affairs of the General Manager by another person (whether or not appointed by a court).

Dealer may apply for a Successor Addendum designating a proposed General Manager and/or owner(s) of a successor dealer to be established under a new dealer contract in the future, in order to continue the operations identified in this Agreement after it terminates because of death or incapacity. Suzuki will execute the Successor Addendum if the proposed General Manager or owner(s) meet Suzuki’s standards for approving changes in such regards. However, the proposed General Manager or owner(s) will not be required to meet usual capital or financial capability requirements until after the Successor Addendum is implemented by death or incapacity, in which event the proposed person(s) will provide Suzuki within 30 days prior to the termination of this Agreement, including any extensions, such information as Suzuki requires. Dealer may cancel an executed Successor Addendum at any time prior to the death or incapacity of the General Manager, the death of any Owner or the incapacity of the majority Owner. Suzuki may cancel an executed Successor Addendum only if the proposed General Manager or owner(s) no longer meet Suzuki’s standards. The parties may execute a superseding Successor Addendum by agreement. A Successor Addendum shall expire automatically upon expiration of the term of this Agreement.

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Dealer acknowledges that owner(s) have the independent responsibility to take whatever actions are necessary to create the right in the proposed owner(s) to any transfer of ownership approved by Suzuki under the Successor Addendum. If Dealer and Suzuki have not executed a Successor Addendum at the time of the occurrence of any of the events described in the first sentence of the first paragraph of this Section 13.7, any remaining Owner(s) and/or the legal representative of any deceased Owner(s) and/or incapacitated majority Owner may propose a General Manager and/or owner(s) of a successor dealer to be established under a new dealer contract, in order to continue the operations identified in this Agreement after it terminates because of death or incapacity. The proposal, including all applications and information reasonably requested by Suzuki to reach its decision, must be made in writing to Suzuki at least 30 days prior to the termination of this Agreement, including any extensions. Suzuki will accept a proposal, provided that (a) the proposed successor dealer’s owner(s) and General Manager meet Suzuki’s standards and are ready, willing and able to comply with the requirements of a new dealer contract, and (b) all outstanding monetary obligations of Dealer to Suzuki have been paid.

Within 60 days after receiving the required information or such longer period that Suzuki decides it needs in order to reach a decision, Suzuki will notify Dealer in writing of its decision regarding, as applicable, (1) the capital or financial capability requirements of a person previously approved under a Successor Addendum, or (2) a proposal submitted as required where no Successor Addendum was executed. Suzuki’s offer of a new dealer contract under such circumstances will automatically expire if not accepted by the proposed successor dealer within 60 days after it receives the offer.

To enable Suzuki to maintain the high quality of its dealer network and to make plans for serving the future needs of customers, Dealer may furnish Suzuki with a written plan detailing such person’s plans for eventual retirement and the proposed succession to such person’s interest. All such plans shall be subject to Suzuki’s approval as provided above.

Dealer shall promptly, but in no event later than 10 days, give Suzuki written notice of the occurrence of any of the events described in the first sentence of the first paragraph of this Section 13.7.

If this Agreement is scheduled to expire or terminate because of the death or incapacity of a General Manager or the death of a Dealer Owner and Dealer requests an extension of the effective date of expiration or termination thirty days prior to such date. Suzuki will defer the effective date for up to a total of eighteen months after such death or incapacity occurs to assist Dealer in winding up its Dealership Operations.

13.8 Continuance of Business Relations. Upon receipt of any notice of termination, Dealer agrees to conduct itself and its operation until the effective date of termination in a manner that shall not injure the reputation or goodwill of the Suzuki Marks or Suzuki. In the event that following the termination or expiration of this Agreement either party has business dealings with the other with respect to the Suzuki Vehicles or service, such dealings shall not constitute either a renewal of this Agreement or a waiver of such termination or expiration. However, all such dealings shall be governed by terms identical to this Agreement for the duration of such dealings unless the parties execute a new and different agreement with respect to such dealings.

14. INDEMNIFICATION

14.1 Indemnification. Indemnification between Suzuki and Dealer shall be as follows:

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(a) Indemnification by Suzuki. Subject to the provisions of this Section 14.1, Suzuki shall indemnify, defend and hold Dealer harmless against any losses, damages, liabilities, judgments and expenses, plus reasonable attorneys’ fees and court costs, resulting from any lawsuit, proceeding or claim against Dealer by a third party for bodily injury, property damage or breach of warranty claimed to have been caused solely by an alleged defect in the design, manufacture or assembly of any Suzuki Vehicles sold by Suzuki to Dealer for resale that has not been altered, converted or modified by or for Dealer, if the alleged defect was not detectable by Dealer in a reasonable inspection of the Suzuki Product or service or installation relating thereto. In the event that any lawsuit making such allegations is brought naming Dealer as a defendant, Suzuki may, following receipt of notice as provided in Section 14.1(c), undertake the defense of said action on behalf of Dealer at Suzuki’s sole expense and with counsel of Suzuki’s choice. Suzuki shall have the right to decline to undertake such defense or, after undertaking the defense, to tender the defense back to Dealer, and Dealer must accept such tender and waives any conflict of interest if Suzuki reasonably concludes that the allegations being pursued are no longer those set forth above or that the acts of Dealer as alleged provide a basis for Dealer’s liability which is independent from any claim against Suzuki. (b) Indemnification by Dealer. Subject to the provisions of this Section 14.1, Dealer shall indemnify, defend and hold Suzuki and its affiliates harmless against any losses, damages, liabilities, judgments and expenses, plus reasonable attorneys’ fees and court costs, resulting from any lawsuit, proceeding or claim against Suzuki or any of its affiliates by a third party claimed to have been caused by:

(1) Dealer’s actual or alleged breach of this Agreement, including Dealer’s service and installation obligations; or

(2) Dealer’s actual or alleged failure to perform or negligent or improper performance of

(i) any warranty work, (ii) any installation, maintenance or repair service on the Suzuki Vehicles or any other goods, or (iii) the inspection required of Dealer before delivery of the Suzuki Vehicles to a customer; or

(3) Dealer’s actual or alleged breach of any contract between Dealer and Dealer’s

customer or actual or alleged breach of any warranty other than that provided by Suzuki; or (4) Dealer’s actual or alleged misleading statements, misrepresentations or unfair or

deceptive acts or practices, whether through advertisements or otherwise, affecting any customer of Dealer; or

(5) Any modification, conversion or alteration made by or for Dealer to a Suzuki

Product, except those made pursuant to the express written approval and instruction of Suzuki; or (6) Any violation of any applicable law or regulation, including without limitation any

law or regulation dealing with environmental matters, consumer protection, emissions or work place practices or conditions (including OSHA); or

(7) The hiring, retention or termination of any person by Dealer, including but not

limited to claims of employment discrimination, age, race or sex discrimination or harassment, wrongful discharge or termination, breach of the covenant of good faith and fair dealing, breach of contract, interference with contractual relations, intentional and/or negligent infliction of emotional distress, defamation, negligent hiring, or violations of or non-compliance with the Fair Labor Standards Act or the Employment Retirement Income and Security Act or any similar state or local laws.

In the event that any lawsuit making allegations as set forth above is brought naming

Suzuki as a defendant, Dealer will, following receipt of notice as provided in Section 14.1(c),

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undertake the defense of said action on behalf of Suzuki at Dealer’s sole expense and with counsel of Dealer’s choice. Dealer shall have the right to decline to undertake such defense or, after undertaking the defense to tender the defense back to Suzuki, and Suzuki must accept such tender, if Dealer reasonably concludes that the allegations being pursued are no longer those set forth above.

(c) Notification. Whenever a claim is made or a lawsuit is commenced against either Suzuki or Dealer or both of them, each shall, within 30 days after service of the complaint or written notice of the claim, notify the other of any request to assume its defense and to indemnify it. The request to assume the defense and to indemnify shall be accepted or rejected by the party to which it is made within 30 days following its receipt. Failure of either Suzuki or Dealer to notify the other as required by this Section 14.1(c) shall result in the discharge of any obligation by Suzuki or Dealer under Section 14, and without limiting the foregoing each party waives any argument that a failure to provide such timely notification is excused due to lack of prejudice.

15. LIMITATION OF LIABILITY

15.1 Limitation of Liability. Under no circumstances shall Suzuki be liable to Dealer for incidental or consequential damages or special damages (including loss of profit or other commercial losses) which result in whole or in part from any breach of this Agreement, any interruption in Dealer’s business or from any matter covered by Section 14.1(a), whether a claim for such losses or damages is based upon warranty, contract, negligence, strict liability in tort or any other legal theory.

16. MISCELLANEOUS

16.1 Notice. Any notice required to be given by either party to the other in connection with this Agreement will be in writing and delivered personally or by a nationally recognized overnight courier or by first class or certified mail as provided in this Agreement. Notices to Dealer will be directed to Dealer or its representatives at Dealer's principal place of business and, except for indemnification requests made pursuant to Section 14.1(c), notices by Dealer will be directed to __________________.

16.2 Assignment of Rights or Delegation of Duties. This is a personal service agreement and may not be assigned or transferred by Dealer in whole or in part, directly or indirectly, voluntarily or by operation of law, without the prior written approval of Suzuki. Any attempted transfer or assignment without Suzuki’s prior written approval will be void and not binding upon Suzuki. Dealer shall not establish or appoint any associate dealer or sub-dealer for the sale or service of any Suzuki Vehicles, or permit anyone else either to act on Dealer’s behalf or perform any of Dealer’s obligations under this Agreement.

16.3 No Franchise Fee. Dealer has not paid any fee for this Agreement. The sole consideration for Suzuki’s entering into this Agreement is Dealer’s ability, integrity, and assurance of personal services and expressed intention to deal fairly and equitably with Suzuki and the public.

16.4 Benefit. This Agreement is entered into by and between Suzuki and Dealer for their sole benefit. Neither this Agreement nor any specific provision contained in it is intended or shall be construed to be for the benefit of or create any rights whatsoever in any third party, including without limitation any person or entity that applies or otherwise seeks to become an Owner (whether the spouse or heirs of an Owner or otherwise), a General Manager or a transferee of any license held by Dealer.

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16.5 No Agent or Legal Representative Status. This Agreement does not make either party the agent or legal representative of the other for any purpose, nor does it grant either party authority to assume or create any obligation on behalf of or in the name of the others. No fiduciary obligations are created by this Agreement.

16.6 Suzuki’s Policies. This Agreement refers to certain policies and standards including but not limited to the Dealer Application, Facility Standards, Dealer Minimum Standards Addendum and Dealer Updates. Dealer acknowledges that these policies and standards are prepared by Suzuki in its sole discretion based upon new or changing technology, laws or Suzuki’s evaluation of the marketplace or other circumstances. Without limiting any other provisions of this Agreement, Dealer will follow all policies and standards of Suzuki in the sale, servicing and promotion of the Suzuki Vehicles and in all other operations of Dealer under this Agreement. All policies and standards of Suzuki (which may include, by way of example, bulletins, statements in manuals and the like) which are in effect on the date of this Agreement or issued thereafter shall be deemed a part of this Agreement. In addition, Dealer acknowledges that Suzuki may from time to time discontinue, amend, supplement or add such policies and standards.

16.7 No Implied Waiver. The delay or failure of either party to require performance by the other party or the waiver by either party of a breach of any provision of this Agreement will not affect the right to subsequently require such performance. Any continuation of business relations between the parties following termination or expiration of this Agreement shall not be deemed a waiver of the termination or expiration, nor shall it imply that either party has committed to continue to do business with the other at any time in the future.

16.8 Sole Agreement of the Parties; Amendment. This Agreement, together with the exhibits and the attachments thereto, contains the entire, integrated agreement between Dealer and Suzuki, and there are no prior or other agreements or understandings, either oral or written, between the parties affecting this Agreement or relating to the sale or service of the Suzuki Vehicles, except as otherwise specifically provided for or referred to in this Agreement. Dealer acknowledges that no representations or statements other than those expressly set forth in this Agreement were made by Suzuki or any officer, employee, agent or representative thereof, or were relied upon by Dealer in entering into this Agreement. This Agreement cancels and supersedes all previous agreements between the parties relating to the subject matter covered herein. No change or addition to, or deletion of, any portion of this Agreement shall be valid or binding upon the parties to this Agreement unless the same is approved in writing by an officer of each of the parties; provided, however, that Suzuki has the right to amend, modify or change this Agreement in case of legislation, governmental regulation or circumstances beyond the control of Suzuki that might materially affect the contractual relationship between Suzuki and Dealer.

16.9 Construction, Severability and Jurisdiction. This Agreement is entered into in Brea, California, and all claims, arising directly or indirectly hereunder, including the circumstances under which it was entered, shall be construed according to the internal laws of the State of California except to the extent (and only to the extent) that the laws of the United States or another jurisdiction expressly preempt the internal laws of the State of California. Neither trade usage nor any course of dealing shall be used to modify, amend or change this Agreement. If suit is brought by either party to enforce the terms hereof, jurisdiction shall be in the Superior Court, Orange County, California, or the United States District Court for the Central District of California.

If any provisions of this Agreement should be held invalid or unenforceable for any reason whatsoever, or should violate any law of the United States, the District of Columbia or any State or Territory thereof, this Agreement shall be considered divisible as to such provisions, and such

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provisions shall be deemed deleted from this Agreement in such jurisdiction as if such provisions were not included herein. In the event that any provision of this Agreement should be held to violate only the laws of the District of Columbia, or of any State or Territory, the remainder of this Agreement shall be valid and binding with respect to jurisdictions outside of such District, State or Territory.

Suzuki may, in its discretion, institute a program of alternate dispute resolution consisting of optional or mandatory mediation and/or arbitration of claims. Dealer agrees to abide by the terms of any such program if and when instituted by Suzuki. Dealer acknowledges that Suzuki and Dealer can mutually agree to the binding arbitration of claims.

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

17. GLOSSARY

17.1 Defined Terms. As used in this Agreement, the parties agree that the following capitalized terms shall be defined as follows: Dealership Operations -- All operations contemplated by the Dealer Agreement. These operations include the showroom, sales, service and parts department and any other activities undertaken by Dealer related to the Suzuki Vehicles, including rental and leasing operations, used vehicle sales and body shop operations, finance and insurance operations, and any electronic commerce, whether conducted directly or indirectly by Dealer. Service Policies and Procedures Manual -- The Manual issued periodically which details certain administrative and performance requirements for Dealer service under the Dealer Agreement. Products-- All Suzuki new and used motor vehicles, parts and accessories and equipment which Suzuki from time to time purchases for resale to authorized Suzuki dealers. Suzuki Marks - the various Suzuki trademarks, service marks, names, logos, and designs that Dealer is authorized by Suzuki from time to time to use in the sale and servicing of the Suzuki Vehicles. Suzuki Vehicles - the types of current model types of new motor vehicles identified in the Suzuki Vehicles Addendum, a copy of which is attached as Attachment A, and which Suzuki Vehicles Addendum may be changed by Suzuki from time to time in its discretion. Dealer acknowledges that Suzuki does not itself manufacture any of the Suzuki Vehicles, but purchases and distributes them for resale. Dealer acknowledges that (i) Suzuki does not have exclusive rights to sell or distribute the Suzuki Vehicles in the United States and that the manufacturer of the Suzuki Vehicles has the right to and may sell the Suzuki Vehicles or competing Vehicles and components to other persons in the United States, and (ii) Dealer is not a third party beneficiary or any other beneficiary of any contracts or arrangements between Suzuki and any manufacturer of the Suzuki Vehicles.

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ATTACHMENT A

SUZUKI VEHICLES ADDENDUM

The following Suzuki brand Vehicles are the subject of this Suzuki Automotive Dealer Agreement:

1. _____________________________________________________

2. _____________________________________________________

3. _____________________________________________________

4. _____________________________________________________

5. _____________________________________________________

6. _____________________________________________________

7. _____________________________________________________

8. _____________________________________________________

9. _____________________________________________________

10. _____________________________________________________

11. _____________________________________________________

12. _____________________________________________________

Please Initial: ____________ ____________ (Dealer) (ASMC)

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ATTACHMENT B

FACILITIES STANDARDS ADDENDUM Please Initial: ____________ ____________ (Dealer) (ASMC)

000038


EXHIBIT C

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Richard M. Pachulski (CA Bar No. 90073)James I. Stang (CA Bar No. 94435)Dean A. Ziehl (CA Bar No. 84529)PACHULSKI STANG ZIEHL & JONES LLP10100 Santa Monica Blvd., 13th FloorLos Angeles, California 90067Telephone: 310/277-6910 / Facsimile: 310/201-0760Email: [email protected]

[email protected]@pszjlaw.com

Attorneys for Debtor and Debtor in Possession

Stephen G. Morrison (admitted pro hac vice )Steven A. McKelvey, Jr. (admitted pro hac vice )NELSON MULLINS RILEY & SCARBOROUGH, LLPMeridian, 17th Floor 1320 Main Street, Columbia, SC 29201Telephone: 803/799-2000 / Facsimile: 803/256-7500Email: [email protected]

[email protected] Dealer Network Counsel

UNITED STATES BANKRUPTCY COURTCENTRAL DISTRICT OF CALIFORNIA

SANTA ANA DIVISIONIn re:

American Suzuki Motor Corporation,1

Debtor.

Case No.: 8:12-bk-22808-SC

Chapter 11

DECLARATION OF HERBERT E. WALTER IN SUPPORT OFMOTION OF DEBTOR FOR ORDERESTIMATING MAXIMUM ALLOWABLEAMOUNT OF ALL CLAIMS OF SUTTONFORD, INC., D/B/A SUTTON SUZUKIFOR ALL PURPOSES IN THISCHAPTER 11 CASE

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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I, Herbert E. Walter, hereby declare:

1. My name is Herbert E. Walter. I am over eighteen years of age. I have never been

convicted of a felony. I am competent to attest to the matters set forth in this declaration and the

attachment thereto.

2. I am an independent consultant with more than 30 years of experience in financial

and management consulting, applying my financial, accounting, and quantitative background to the

analysis of business transactions, development of financial models, evaluation of corporate

operational performance, and assessment of financial condition.

3. I am a retired partner of PricewaterhouseCoopers LLP, where I worked for 32 years,

the last 20 years as a partner. I retired from PricewaterhouseCoopers on July 1, 2009. My

experience includes evaluating the financial condition and financial performance of numerous

companies across a variety of industries, including automobile dealerships and other entities in the

retail automotive sector.

4. My work has been performed to improve financial management and business

performance, determine liability in adversary proceedings, and quantify alleged damages. I have

included my Resume and Schedule of Testimony Provided during the Previous Four Years as of

December 2012; see Attachment 1.

5. I have been retained by counsel for the Debtor, American Suzuki Motor Corporation

(“ASMC”), to assist with the Estimation of a Potential Claim by Sutton Ford, Inc. d/b/a Sutton

Suzuki (“Sutton Suzuki”), based on Debtor's rejection of Sutton Suzuki's Automotive Dealer

Agreement (“Rejection Claim”).

6. In forming my opinions, I have reviewed and analyzed the following documents:

a. Chapter 815, Act 710 § 9.0 and § 9.5 of West’s Smith-Hurd Illinois Compiled

Statutes Annotated as of May 22, 2009

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-3-

b. Dealer Agreement

c. Dealer Financial Statements

7. Based on my review and analysis, my findings and opinions are as follows:

a. Sutton Suzuki reported monthly rent of $10,000 for each month from September,

2011 through September, 2012, the last financial statement provided. The total rent

reported1

i. During this same period, Sutton Suzuki sold 316 new and used vehicles,

consisting of 32 new Suzuki vehicles and 284 used vehicles.

by Sutton Suzuki over the last 12 months was $120,000 or an average of

$10,000 monthly.

ii. The rent attributable to each vehicle sold by Sutton Suzuki during the period

was $379.75.

iii. The rent attributable to new Suzuki vehicles sold by Sutton Suzuki during the

period was $12,151.90; see Attachment 2.

b. Sutton Suzuki reported it had $5,785 in Suzuki Parts & Accessories inventory as of

the end of September, 2012, the latest financial statement available.

c. Sutton Suzuki reported no Machinery & Shop equipment.

d. Sutton Suzuki reported total dealership Parts & Accessory equipment with no net

book value2 as of the end of September, 2012. This equipment presumably supports

both the dealerships new Suzuki vehicles sold and its used vehicles sold. Over the last

12 months, approximately 10%3

8. I will be available for cross examination at the hearing on this matter and I will testify

as to the matters set forth in this declaration.

of the vehicles sold by Sutton Suzuki were new

Suzuki vehicles.

I declare under penalty of perjury under the laws of the United States of America that the

foregoing is true and correct.

1 No financial statement was available for the month of August, 20122 Cost $93,741 less $93,741 accumulated depreciation = $03 32/316 = 10%

000042


000043


Herbert E. Walter (703) 801-3580

POSITION Herbert E. Walter, LLC, Independent Consultant

EducationandCertification

MBA, University of Cincinnati, 1980Concentrations: Finance and Quantitative Analysis

BBA, University of Cincinnati, summa cum laude, 1977Majors: Accounting and Quantitative Analysis

Certified Public Accountant: Virginia and Ohio (inactive)Certified Fraud Examiner

Range ofExperience

Mr. Walter has more than 30 years of financial, accounting and quantitative consulting experience working with clients to improve performance, attract and retain customers, increase product revenue, and take advantage of market opportunities. This work has involved companies across a variety of consumer and retail market segments, including automotive, consumer packaged goods, and telecommunications. Mr. Walter has been interviewed by and quoted in the media and trade press concerning issues in the retail and consumer sector and the financial performance of this sector. He has also provided expert testimony on financial andaccounting matters in Federal District and State courts, in arbitration proceedings, in Department of Motor Vehicles hearings, and before a state legislative subcommittee.

Professionaland BusinessHistory

PricewaterhouseCoopers, Retired Partner, 2009PricewaterhouseCoopers, Advisory Practice

Partner, 1998 to 2009, Washington, DC MarketPrice Waterhouse, Partner 1989 to 1998 Washington, DC Office: 1987 – 1998 Detroit Office: 1981 – 1987 Cincinnati Office: 1977 - 1980City of Cincinnati Regional Computer Center, 1974 to 1977

Professional and Business Experience

Evaluated the financial condition and operational performance of motor vehicle retail sector participants, including manufacturers, distributors, dealerships, finance companies, and insurance companies in connection with the production, distribution, and sale of vehicles and related products and services throughout the United States and internationally, including:

� New vehicle sales, market penetration, pricing, and margins � Finance and insurance products, including retail loans, leases, and credit and extended warranty

insurance� Used vehicle acquisition and sales, vehicle value retention, and lease residuals � Parts and service retail sales and warranty claims� Dealership expense structure� Advertising expenditures and programs� Vehicle distribution, allocation methodologies, and inventory management� Dealership financing, including working capital, floor plan, long-term debt, and equity� Vehicle financing, including retail paper-buying process, algorithms, pricing, and servicing� Collision damage, repair, and insurance claims

Analyzed manufacturer and retailer performance for customers, products and markets in the consumer packaged goods sector, including:

� Sales and profit performance for departments, individual stores, and chains with more than 1,000 stores

� Market share, competition, and opportunities� Customer targeting, conversion, acquisition, and retention� Customer segmentation � Customer profitability� Product mix, margins, and profitability� Marketing, advertising, and trade spend programs

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000044


Herbert E. Walter (703) 801-3580

2

Professional and Business Experience(Continued)

Publications

Evaluated the condition of companies based on their relative performance against comparison companies and against industry sector and size segments for financial and operating metrics, including:

� Returns� Growth� Sales� Margins, profitability, and cash flow� Cash conversion, working capital, and leverage

Evaluated high-level business requirements and technology alternatives for using on-line, digital conversations, search patterns, and transactions to identify and measure consumer opinions concerning:

� Product offerings and market messages� Near-term product demand� Relative importance of product features� Marketplace developments and emerging product and competitive trends� Opportunities to reduce costs within distribution channel

Managed the development of business models and processes to enhance forecasting and scenario planning in the areas of sales, profitability, and investment management, including:

� Increasing revenue � Expanding customers/accounts penetration� Aligning demand-related decision making � Targeting product and service offerings � Supporting customer/consumer objectives

Provided financial, management, and computer consulting for companies across a variety of industries and for a wide spectrum of issues, including:

� Evaluating business alternatives and decisions� Improving business processes and financial management� Assessing adequacy of information systems and management reporting� Defining system requirements and supporting system implementation� Leveraging computer information across companies and systems� Developing business models and plans� Improving financial results

2009 Financial Performance Report – Focusing on Today, Envisioning Tomorrow, Results for the Food, Beverage, and Consumer Products Industry, as well as comparable reports for 2008, 2007 and 2006, co-authored and served as principal analyst for the financial performance analysis and market assessments presented in collaboration between PwC and the Grocery Manufacturers Association (GMA).

How consumer conversation will transform business, co-authored this PwC white paper discussing how companies can take advantage of consumer attitudes, behaviors and intentions by listening to digital conversations in concert with traditional consumer intelligence to provide a broader and deeper understanding of unfiltered consumer views toward products, services, brands, and market issues.

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000045


Herbert E. WalterSchedule of Testimony Provided During the Previous Four Years as of December 2012

Underline indicates client - 1 -

Matter Court Law Firm Testimony

Coral Oldsmobile, Inc., d/b/a Coral Springs Kia, et al. v. Kia Motors America, Inc., and Rick Case Sunrise, LLC, d/b/a Rick Case Kia

State of FloridaDivision of Administrative Hearings

Hogan Lovells US LLP

Dep: Nov 2012

Audi of Smithtown, Inc. and Audi of Huntington, Inc. v Volkswagen of America, Inc., d/b/a Audi of America, Inc.and Atlantic Imports, Inc.

Supreme Court of the State of New York, County of Suffolk

Barack Ferrazzano Kirschbaum & Nagelberg LLP

Trial: Sept. 2012

Esserman Nissan, LTD., d/b/a Esserman Volkswagen,Gunther Motor Company, d/b/a Gunther Volkswagen of Coconut Creek, Gunther Motor Company of Plantation, Inc., d/b/a Gunther Volkswagen, and International Mall Motor Company, d/b/a Esserman International Volkswagen v Volkswagen Group of America, Inc., and Rick CaseBroward, LLC


Barack Ferrazzano Kirschbaum & Nagelberg LLP

Dep: Sept. 2012

Hampton Automotive Group, Inc., d/b/a Hampton Nissan v. Nissan North America, Inc.


Nelson, Mullins, Riley & Scarborough, LLP

Hearing: Feb. 2012Dep: July 2011

Hartley Buick GMC Truck, Inc., d/b/a Hartley Honda v. Honda American Motor Co., Inc.

State of New YorkDepartment of Motor Vehicles

Hogan Lovells US LLP

Hearing: June 2011

Rockwall Imports LP, d/b/a Honda Cars of Rockwall and American Honda Motor Co. v. The Allee Corporation, d/b/a Rusty Wallis Honda

Texas Department of Transportation, Motor Vehicle Division

Baker & Hostetler LLP

Hearing: Oct. 2010Dep: March 2010

Superior Nissan v. Nissan North America, Inc. United States District Court Eastern District of Michigan, Southern Division

Weiner & Gould, P.C.

Trial: Aug. 2011Dep: Sept. 2010

North Avenue Auto, Inc., d/b/a Grand Honda v. American Honda Motor Co.

United States District Court Northern District of Illinois, Eastern Division

Latham & Watkins LLP

Hearing: Dec. 2009Dep: June 2008

Platinum Motors LLC v. Automobili Lamborghini, S.p.A. State of California New Motor Vehicle Board

Jeffers, Mangels, Butler, & Marmaro LLP

Trial: Nov. 2009

Zimbrick, Inc., d/b/a Zimbrick Honda v. American Honda Motor Co.

Division of Hearings and Appeals State of Wisconsin

Dorsey & Whitney LLP

Hearing: June 2009Dep: May 2009

��

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000046


Year MonthReported�Monthly�

Rent FormulaNew�Suzuki�

UnitsNew�Total�

UnitsUsed�Total�

Units2011 July 10,000$�� 4 4 452011 August 10,000$�� 6 6 252011 September 10,000$�� 4 4 332011 October 10,000$�� 4 4 182011 November 10,000$�� 2 2 292011 December 10,000$�� 3 3 312012 January 10,000$�� 3 3 362012 February 10,000$�� 1 1 202012 March 10,000$�� 2 2 182012 April 10,000$�� 4 4 222012 May 10,000$�� 3 3 182012 June 10,000$�� 5 5 152012 July 10,000$�� 0 0 262012 August Not�Reported2012 September 10,000$�� 1 1 18

Last�12�months�reported: 120,000$�� A 32 32 284

New�Suzuki�Units: 32�� BNew�Total�Units: 32�� CUsed�Total�Units: 284�� D

Total�Unit�Sales�(New�+�Used): 316�� E�=�C�+�D

Annual�Rent�per�Unit�(Actual): 379.75$�� F�=�A�/�E

Rent�Attributable�to�New�Suzuki: 12,151.90$�� G�=�F�x�B

Source:�Dealer�Financial�Statements

412481��Sutton�SuzukiRent

Not�Reported

Atta

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000047


DEALER FINANCIAL STATEMENT PAGE 1

DEALERSHIP 412481-A06-ESP-SUTTON SUZUKI CITY/STATE DLR. NO. 412481

ALANCE SHEET AS OF Sep 12 INCOME & EXPENSE SECTIONS COVER MONTHS OTHER MAKES

BALANCE SHEET

ASSETSACCT.

NO.AMOUNT

LINE

NO.LIABILITIES

ACCT.

NO.AMOUNT

CURRENT ASSETS 1 CURRENT LIABILITIES

CASH AND CONTRACTS OMIT CENTS 2 ACCOUNTS PAYABLE OMIT CENTS

Petty Cash Fund 1000 0 3 Accounts Payable - Trade Creditors 2000 2,015Cash in the Bank 1010 (1,361,627) 4 Vehicle Lien Payoffs 2050 5,029Contracts in Transit 1020 0 5 License and Registration Fees 2030 0TOTAL CASH AND CONTRACTS (Lines 3 to 5) (1,361,627) 6 Customer Deposits 2010 3,655RECEIVABLES Memo: Past Due over 30 days 7 Customer Accommodations 2020 1,793Retail Vehicles ( 250,000 ) 1100 248,316 8 Other 2040 / 2060 4,681Service, Parts & Body Accts ( 80,000 ) 1150 800 9 TOTAL ACCOUNTS PAYABLE (Lines 3 to 8) 17,173Other ( 0 ) 1370 0 10 NOTES PAYABLE

Less: Allowance for Doubtful Accounts 1170 ( 0 ) 11 New Vehicles & Demos 2100 143,970NET CUSTOMER RECEIVABLES (Lines 8 to 11) 249,116 12 Used Vehicles 2110 15,425Finance & Insurance Receivables - Current 1130 14,773 13 Lease and Rental Units 2120 0Other Factory Receivables 1340 0 14 Other 2140 (10,000)Vehicle Incentives - Suzuki 1200 0 15 Current Portion Long Term Debt 2130 350,000Vehicle Incentives - Other Makes 1210 0 16 TOTAL NOTES PAYABLE (Lines 11 to 15) 499,395Warranty & Transportation Claims - Suzuki 1280 / 1320 36 17 ACCRUED LIABILITIES

Warranty & Transportation Claims - Other 1290 / 1330 0 18 Interest Payable 2200 849Service Contract Claims 1160 0 19 Salaries, Wages & Commissions Payable 2210 9,351PDI - Suzuki 1260 0 20 Insurance Payable 2220 0PDI - Other 1270 0 21 Sales Taxes Payable 2240 18,731Holdback & Floorplan Assistance - Suzuki 1220 / 1240 1,206 22 Payroll Taxes Payable 2230 0Holdback & Floorplan Assistance - Other 1230 / 1250 0 23 Income Taxes Payable 2250 0Trade Receivables Affiliates 1360 29,821 24 Other Taxes Payable 2260 45TOTAL RECEIVABLES (Lines 12 to 24) 294,952 25 Employee's Bonuses Payable 2270 1,662INVENTORIES 26 Owner's Bonuses Payable 2280 0Demonstrators - Suzuki Units ( 2 ) 1380 26,227 27 Pension Fund / Profit Sharing Payable 2290 0Demonstrators - Other Units ( 0 ) 1390 0 28 Other Payables 2300 104New Vehicles - Suzuki Units ( 4 ) 1400 96,493 29 Reserve for Repos, F&I, Svc Contract & Other Losses

2310 /

2320 0New Vehicles - Others Units ( 0 ) 1410 0 30 TOTAL ACCRUED LIABILITIES (Lines 18 to 29) 30,742SUBTOTAL NEW & DEMO INVENTORY (Lines 27 to 30) 122,720 31 TOTAL CURRENT LIABILITIES (Lines 9,16 & 30) 547,310L.I.F.O. Reserve - New Vehicles 1590 ( 67,148 ) 32 LONG TERM DEPT

NET NEW & DEMO INVENTORY (Lines 31 Less 32) 55,572 33 Long Term Debt & Notes Payable - Owners/Officers 2400 / 2410 0* Used Suzuki Certified Units ( 0 ) 1455 0 34 Notes Payable - Affiliated Companies 2420 0* Memo: 30+ Days Units ( 0 ) $ 0 35 Mortgages Payable - Real Estate 2430 1,000,000* Used Vehicles - Other Units ( 24 ) 1450 74,954 36 Deferred Income Taxes 2440 0* Memo: 30+ Days Units ( 16 ) $ 64,893 37 Other 2450 0L.I.F.O. Reserve - Used Vehicles 1595 ( 0 ) 38 TOTAL LONG TERM DEBT (Lines 33 to 37) 1,000,000Parts & Accessories - Suzuki 1500 5,785 39 TOTAL LIABILITIES (Lines 31 & 38) 1,547,310Parts & Accessories - Other Makes 1510 0 40 WORKING CAPITAL (ACTUAL)

SUBTOTAL PARTS & ACCESSORIES (Lines 39 & 40) 5,785 41 $ (1,408,782)

L.I.F.O. Reserve - P & A 1600 ( 4,554 ) 42 Current Assets (Line 54) plus L.I.F.O. Reserve New Vehicles (Line 32) plus L.I.F.O. Reserve Used Vehicles (Line 38)

NEW PARTS & ACCESSORIES (Lines 41 Less 42) 1,231 43 plus L.I.F.O. Reserve Parts & Access. (Line 42) less Current Liabilities ( Line 31)

Gas, Oil & Grease 1520 0 44 WORKING CAPITAL REQUIREMENT

Paint & Body Shop Materials 1530 0 45 $ 0

Sublet Repairs 1540 (1,120) 46 NET WORTH

Work in Process - Labor 1550 0 47 CORPORATION ONLY

Other Inventory 1570 0 48 Capital Stock 2500 0Allowance, Parts Inventory Adjustment 1580 0 49 Additional Paid In Capital 2510 0TOTAL INVENTORIES (Lines 33, 34, 36, 68, 43 & 44 thru 49) 130,637 50 Retained Earnings 2520 (1,326,646)OTHER CURRENT ASSETS 51 Treasury Stock 2530 ( 0 )

Prepaid Expenses 1610 -1660 2,864 52 Dividends 2540 ( 0 )

Cash Investments / Other Current Assets 1030 / 1670 0 53 PROPRIETORSHIP OR PARTNERSHIP

TOTAL CURRENT ASSETS (Lines 6, 25, 50 & 52 thru 53) (933,174) 54 Investments 2550 0Lease & Rental Vehicles Units ( 0 ) 1680 / 1700 0 55 Drawings 2560 ( 0 )

Lease & Rental Vehicles Accum. Depr. 1690 / 1710 ( 0 ) 56 NET INVESTMENT (Lines 54 to 55) 0FIXED ASSETS - AUTO BUSINESS ONLY 57 CURRENT EARNINGS BEFORE TAXES

ACCT. NO. 58 MONTHNew Units

Suzuki

New Units

Other

Used Units

RTL

Used Units

WHL

1750 / 1760 0 0 0 59 JAN. 3 0 36 7 ($20,875)

BLDGS. & IMPS. 1770 / 1780 914,490 0 914,490 60 FEB. 1 0 20 9 ($22,992)

M & S EQUIP. 1790 / 1800 0 0 0 61 MAR. 2 0 18 12 ($33,741)

P & A EQUIP. 1810 / 1820 93,741 93,741 0 62 APR. 4 0 22 10 ($4,482)

FURN., FIX., SIGNS 1830 / 1840 124,581 119,546 5,035 63 MAY 3 0 18 4 ($27,553)

CO. VEH. 1850 / 1860 0 0 0 64 JUN. 5 0 15 3 ($23,138)

LEASEHOLDS 1870 / 1880 7,785 6,243 1,542 65 JUL. 0 0 26 2 ($21,559)

OTHER 1890 0 0 66 AUG. 0 0 0 0 $0

TOTAL FIXED ASSETS (Lines 59 to 66) 1,140,597 219,530 921,067 67 SEP. 1 0 18 2 ($13,570)

OTHER ASSETS 68 OCT.

Deposit on Contracts / Life Ins Cash Value 1900 / 1980 0 69 NOV.

Advances to Affiliated Parties & Others 1930 / 1940 1,500 70 DEC.

Notes/Accts. Receivable - Owners & Officers & Affiliates 1910 / 1920 50 71 TOTAL 19 0 173 49 2570 (180,221)Notes/Accounts Receivable - Deferred & Other 1950 / 1960 1,000 72 Estimated Income Tax (Page 2 Line 67 YTD) 0Other Investments, & Misc. & Non-Franchise Assets 1970 / 1990 50,000 73 Net Earnings - Profit or (Loss) (Page 2 Line 69 YTD) (180,221)TOTAL OTHER ASSETS (Lines 69 to 73) 52,550 74 TOTAL NET WORTH (Lines 48 to 52, 56 & 73) (1,506,867)TOTAL ASSETS (Lines 54, 55, 56, 67 & 74) 40,443 75 TOTAL LIABILITIES & NET WORTH (Lines 39 & 74) 40,443

PROFIT or (LOSS)

LAND & IMPS.

ACCUM. DEPRECIATION ACCT. NAME COST A

ttach

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t - 3

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

June 2012 F 9013-3.1.PROOF.SERVICE DOCS_LA:261683.3 12832/002

PROOF OF SERVICE OF DOCUMENT I am over the age of 18 and not a party to this bankruptcy case or adversary proceeding. My business address is: 10100 Santa Monica Blvd, 13th Floor, Los Angeles, CA 90067 A true and correct copy of the foregoing document entitled (specify): APPENDIX OF EXHIBITS TO MOTION OF DEBTOR FOR ORDER ESTIMATING MAXIMUM ALLOWABLE AMOUNT OF ALL CLAIMS OF SUTTON FORD, INC., D/B/A SUTTON SUZUKI FOR ALL PURPOSES IN THIS CHAPTER 11 CASE will be served or was served (a) on the judge in chambers in the form and manner required by LBR 5005-2(d); and (b) in the manner stated below: 1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF): Pursuant to controlling General Orders and LBR, the foregoing document will be served by the court via NEF and hyperlink to the document. On (date) February 4, 2013, I checked the CM/ECF docket for this bankruptcy case or adversary proceeding and determined that the following persons are on the Electronic Mail Notice List to receive NEF transmission at the email addresses stated below: Service information continued on attached page 2. SERVED BY UNITED STATES MAIL: On (date) February 4, 2013, I served the following persons and/or entities at the last known addresses in this bankruptcy case or adversary proceeding by placing a true and correct copy thereof in a sealed envelope in the United States mail, first class, postage prepaid, and addressed as follows. Listing the judge here constitutes a declaration that mailing to the judge will be completed no later than 24 hours after the document is filed. Howard Adelman Erich Buck Adelman & Gettleman, Ltd. 53 W. Jackson Blvd., Suite 1050 Chicago, IL 60604 Service information continued on attached page 3. SERVED BY PERSONAL DELIVERY, OVERNIGHT MAIL, FACSIMILE TRANSMISSION OR EMAIL (state method for each person or entity served): Pursuant to F.R.Civ.P. 5 and/or controlling LBR, on (date) February 4, 2013, I served the following persons and/or entities by personal delivery, overnight mail service, or (for those who consented in writing to such service method), by facsimile transmission and/or email as follows. Listing the judge here constitutes a declaration that personal delivery on, or overnight mail to, the judge will be completed no later than 24 hours after the document is filed. VIA OVERNIGHT MAIL The Honorable Scott C. Clarkson U.S. Bankruptcy Court, Suite 5130 411 West Fourth Street, Santa Ana, CA 92701-4593

By Email and Fax:Howard Adelman [email protected] Fax: 312-435-1059

By Email and Fax: Erich Buck [email protected] Fax: 312-435-1059

Service information continued on attached page I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. February 4, 2013 Myra Kulick /s/ Myra Kulick Date Printed Name Signature

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1. TO BE SERVED BY THE COURT VIA NOTICE OF ELECTRONIC FILING (NEF):

Allison R Axenrod [email protected] Jason W Bank [email protected],

[email protected] Martin R Barash [email protected] Yelena Bederman [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];[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];[email protected] William A Frazell [email protected] Barry V Freeman [email protected],

[email protected] Donald L Gaffney [email protected] Amir Gamliel [email protected],

[email protected] Duane M Geck [email protected] Michael I Goldberg [email protected] Debra I Grassgreen [email protected] Eric M Heller [email protected] Desmond J Hinds [email protected],

[email protected] Jeffrey A Hokanson [email protected],

[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] Michael P McMahon [email protected],

[email protected] Laura A Meyerson [email protected] Mike D Neue [email protected],

[email protected];[email protected]

Valerie B Peo [email protected], [email protected]

David M Poitras [email protected] Robert S Prince [email protected],

[email protected] Jeffrey M. Reisner [email protected] Stuart M Richter [email protected],

[email protected],[email protected]

James S Riley [email protected] Susan K Seflin [email protected] Esperanza Segarra [email protected],

[email protected] Alan D Smith [email protected] James Stang [email protected] Howard Steinberg [email protected],

[email protected] Charles M Tatelbaum

[email protected], [email protected]

United States Trustee (SA) [email protected]

Elizabeth Weller [email protected] Kimberly S Winick [email protected] Dean A Ziehl [email protected],

[email protected]

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

Internal Revenue Service PO Box 7346 Philadelphia, PA 19101

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

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

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

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

Michael G. Wilson One Energy Plaza Jackson, MI 49201

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

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

000050




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

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

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

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

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

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

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

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

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

Counsel to Ally Financial Charles M. Tatelbaum Hinshaw & Culbertson LLP Email: [email protected]

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

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

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

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

Counsel to Ally Financial Desmond J. Hinds Filomena E. Meyer Hinshaw & Culberton LLP Email: [email protected] [email protected]

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

000051


richard m. pachulski (ca bar no. 90073) james i. …tang z iehl & j ones llp a ttorneys a t l aw...

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