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In re:




Chapter 11

Case No. 12-10344-CSS

Related To Docket Nos. 146, 178



1. In accordance with the Order (I) Approving (A) Bid Procedures For Sale Of The Parts Inventory, (B) Authorizing Debtor To Offer Certain Bid Protections And (C) Scheduling Final Sale Hearing And Approving Form And Manner Of Notice Thereof, And (Ii) Authorizing And Approving The Sale Of The Parts Inventory Free And Clear Of Liens And Other Interests (the “Bidding Procedures Order”) entered by the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court”) on May 14, 2012, the above-captioned debtor and debtor in possession (the “Debtor”) is offering for sale its entire inventory of parts and accessories for Saab vehicles (the “Parts Inventory”) free and clear of all liens, claims, and encumbrances. Capitalized terms used, but not otherwise defined, herein shall have the meanings given to them in the Bidding Procedures Order.

2. The Debtor has entered into that certain Stalking Horse PA, dated April 13, 2012 (the “Execution Date”), as modified, with North America Distribution Services, Inc. (the “Stalking Horse Buyer”) for the purchase of the Parts Inventory.The Stalking Horse Buyer has made a Stalking Horse Bid (“Stalking Horse Bid”) for the Parts Inventory as follows: (i) a cash bid in an amount equal to 70% of the Debtor’s Invoice Cost for Fast Moving Stock, 40% of the Debtor’s Invoice Cost for Slow Moving Stock, and 10% of the Debtor’s Invoice Cost for Dead Stock, all as existing on May 30, 2012 (the cash bid is estimated to be $2,470,000 but is subject to change pending the results of a final inventory as of May 30, 2012); plus (ii) provided the Stalking Horse Buyer has entered into a new agreement with Caterpillar Logistics Services, Inc. (“Cat Logistics”) prior to the Auction Sale resulting in a waiver or reduction of Cat Logistics’ contract rejection damage claim against the Debtor’s estate, a credit equal to the dollar amount of any such claim reduction or waiver (currently estimated at $5,000,000)(the “Cat Logistics’ Claim Component”).

“Fast Moving Stock” will include any given part for which at least 120 pieces have sold over the 12-month period preceding the Execution Date. “Slow Moving Stock” will include any given part for which between 1 and 119 pieces have sold over the 12-month period preceding the Execution Date. “Dead Stock” will include any given part that has not sold over the 12-month period preceding the Execution Date.

3. All interested parties are invited to make offers to purchase the Parts Inventory in accordance with terms and conditions approved pursuant to the Bidding Procedures Order (the “Bidding Procedures”). The bidder’s offer must provide a purchase price for the Parts Inventory that exceeds the Stalking Horse Bid (including, if applicable, the Cat Logistics’ Claim Component) by at least $100,000 plus the Expense Reimbursement Fee.

4. An auction (the “Auction”) for the Parts Inventory will be held at the offices of Stevens

& Lee, P.C., 1105 North Market Street, Suite 700, Wilmington, Delaware 19801, at 11:00 a.m. (Eastern Time) on May 29, 2012 or such other time or other place as the Debtor shall notify all Qualified Bidders who have submitted Qualified Bids (as such terms are defined in the Bidding Procedures) for the Parts Inventory.

5. The Debtor will consider all Qualified Bids at the Auction. Participation at the Auction is subject to the Bidding Procedures and the Bidding Procedures Order.

6. Copies of the Bidding Procedures Order, the Stalking Horse PA, and the Bidding Procedures may be obtained upon request made to the undersigned counsel at the address specified below, and are on file with the Clerk of the Bankruptcy Court for the District of Delaware, 824 North Market Street, Third Floor, Wilmington, Delaware 19801, where they are available for review between the hours of 9:00 a.m. and 4:30 p.m. (Eastern time). Copies are also available for review at the Bankruptcy Court’s Web site at (a PACER account is required) and without charge at the Web site of the Debtor’s administrative agent at

7. A hearing to approve the Proposed Sale (the “Sale Hearing”) to the highest or otherwise best bidder will be held before the Honorable Christopher S. Sontchi, 824 Market Street, 5th Floor, Courtroom 6, Wilmington, Delaware 19801, at 2:00 p.m. (prevailing Eastern Time) on May 29, 2012, or as soon thereafter as counsel can be heard.

8. This notice is qualified in its entirety by the Bidding Procedures Order.

Dated: May 14, 2012

Wilmington, Delaware

Respectfully submitted,


By: /s/ Maria Aprile Sawczuk

Joseph H. Huston, Jr. (No. 4035)

Maria Aprile Sawczuk (No. 3320)

1105 North Market Street, Suite 700

Wilmington, DE 19801

(302) 425-3310; -3306

jhh/[email protected]

BUTZEL LONG, a professional corporation

Thomas B. Radom

Bruce L. Sendek

41000 Woodward Avenue

Stoneridge West

Bloomfield Hills, Michigan 48304

(248) 258-1616

radom/[email protected]

Counsel for the Debtor

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