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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)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: rpachulski@pszjlaw.com
jstang@pszjlaw.com
dziehl@pszjlaw.com
lcantor@pszjlaw.com
dgrassgreen@pszjlaw.com

Proposed Attorneys for Debtor and
Debtor in Possession
Stephen G. Morrison (pro hac vice pending)
George B. Cauthen (pro hac vice pending)
Steven A. McKelvey, Jr. (pro hac vice pending)
Jody A. Bedenbaugh (pro hac vice pending)
Nelson Mullins Riley & Scarborough, LLP
Meridian, 17th Floor
1320 Main Street
Columbia, SC 29201
Telephone: 803/799-2000
Facsimile: 803/256-7500
Email: steve.morrison@nelsonmullins.com
george.cauthen@nelsonmullins.com
steve.mckelvey@nelsonmullins.com
jody.bedenbaugh@nelsonmullins.com


Proposed 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.: 12-_____ ( )

Chapter 11

NOTICE OF APPLICATION AND
APPLICATION PURSUANT TO
SECTIONS 327(A), 330, AND 331 OF THE
BANKRUPTCY CODE, BANKRUPTCY
RULES 2014 AND 2016 AND LOCAL
RULES 2014-1 AND 2016-1 FOR AN
ORDER AUTHORIZING THE
RETENTION OF URBAN SCIENCE
APPLICATIONS, INC. AS AUTOMOTIVE
RETAIL CONSULTANT

[Declaration of Jay R. Lytle filed concurrently
herewith]

[NO HEARING REQUIRED UNLESS
REQUESTED PER L.B.R. 2014-1(B)]


1
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
Case 8:12-bk-22808-CB Doc 24 Filed 11/05/12 Entered 11/05/12 18:52:25 Desc
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DOCS_SF:81747.1 12832/001
TO: (A) THE UNITED STATES TRUSTEE; (B) COUNSEL FOR THE DEBTORS
PREPETITION AND POSTPETION LENDER; (C) THE CREDITORS APPEARING ON THE
LIST FILED IN ACCORDANCE WITH RULE 1007(D) OF THE FEDERAL RULES OF
BANKRUPTCY PROCEDURE; AND (D) THOSE PARTIES WHO HAVE REQUESTED NOTICE
PURSUANT TO BANKRUPTCY RULE 2002.
PLEASE TAKE NOTICE that on the date hereof (the Petition Date), the above-captioned
debtor and debtor in possession (the Debtor) filed a voluntary petition for relief under chapter 11
of title 11 of the United States Code (the Bankruptcy Code) with the Clerk of the United States
Bankruptcy Court for the Central District of California (the Bankruptcy Court).
PLEASE TAKE FURTHER NOTICE that on the date hereof the Debtor filed the
Application Pursuant to Sections 327(a), 330, and 331 of the Bankruptcy Code, Bankruptcy
Rules 2014 and 2016 and Local Rules 2014-1 and 2016-1 for an Order Authorizing the Retention of
Urban Science Applications, Inc. as Automotive Retail Consultant Nunc Pro Tunc to the Petition
Date (the Application) with the Bankruptcy Court.
PLEASE TAKE FURTHER NOTICE that, pursuant to Local Rule 2014-1(b)(3)(E), any
response or objection to the Application must be filed with the Bankruptcy Court on or before
November 20, 2012 at 4:00 p.m. (Pacific time).
PLEASE TAKE FURTHER NOTICE that at the same time, you must also serve a copy of
the response or objection upon: (i) proposed dealer network counsel for the Debtor: Nelson Mullins
Riley & Scarborough, LLP, Meridian, 17
th
Floor, 1320 Main Street, Columbia, South Carolina,
Attention: Steve Morrison (steve.morrison@nelsonmullins.com) and George B. Cauthen
(george.cauthen@nelsonmullins.com) (ii) proposed attorneys for the Debtor: Pachulski Stang Ziehl
& Jones LLP, 10100 Santa Monica Blvd., Suite 1300, Los Angeles, CA 90067-4114, Attention:
Debra I. Grassgreen (dgrassgreen@pszjlaw.com) and John W. Lucas (jlucas@pszjlaw.com), and (iii)
the U.S. Trustee, 411 West Fourth Street, Suite 9041, Santa Ana, CA 92701, as well as the Clerk of
the United States Bankruptcy Court, Central District of California.
PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND IN
ACCORDANCE WITH THIS NOTICE, THE COURT MAY GRANT THE RELIEF DEMANDED
BY THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING.
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PLEASE TAKE FURTHER NOTICE that if a timely objection is filed, that a hearing will
be scheduled and the Debtor will provide separate notice therefor.
Dated: November 5, 2012 PACHULSKI STANG ZIEHL & JONES LLP
By /s/ Debra I. Grassgreen
Richard M. Pachulski
James I. Stang
Dean A. Ziehl
Linda F. Cantor
Debra I. Grassgreen

Proposed Attorneys for Debtor
and Debtor in Possession

and

NELSON MULLINS RILEY & SCARBOROUGH,
LLP
Stephen G. Morrison
George B. Cauthen
Steven A. McKelvey, Jr.
Jody A. Bedenbaugh

Proposed Special Dealer Network Counsel
for Debtor and Debtor in Possession


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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)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: rpachulski@pszjlaw.com
jstang@pszjlaw.com
dziehl@pszjlaw.com
lcantor@pszjlaw.com
dgrassgreen@pszjlaw.com

Proposed Attorneys for Debtor and
Debtor in Possession
Stephen G. Morrison (pro hac vice pending)
George B. Cauthen (pro hac vice pending)
Steven A. McKelvey, Jr. (pro hac vice pending)
Jody A. Bedenbaugh (pro hac vice pending)
Nelson Mullins Riley & Scarborough, LLP
Meridian, 17th Floor
1320 Main Street
Columbia, SC 29201
Telephone: 803/799-2000
Facsimile: 803/256-7500
Email: steve.morrison@nelsonmullins.com
george.cauthen@nelsonmullins.com
steve.mckelvey@nelsonmullins.com
jody.bedenbaugh@nelsonmullins.com


Proposed 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.: 12-_____

Chapter 11

APPLICATION PURSUANT TO
SECTIONS 327(A), 330, AND 331 OF THE
BANKRUPTCY CODE, BANKRUPTCY
RULES 2014 AND 2016 AND LOCAL
RULES 2014-1 AND 2016-1 FOR AN
ORDER AUTHORIZING THE
RETENTION OF URBAN SCIENCE
APPLICATIONS, INC. AS
AUTOMOTIVE RETAIL CONSULTANT

[Declaration of Jay R. Lytle filed concurrently
herewith]


[NO HEARING REQUIRED UNLESS
REQUESTED PER L.B.R. 2014-1(B)]

1
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
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American Suzuki Motor Corporation, as debtor and debtor in possession (the Debtor),
hereby files this application (the Application) to employ Urban Science Applications, Inc. as
Debtors automotive retail consultant, nunc pro tunc to the Petition Date. In support of the
Application, the Debtor relies on (i) the Statement Under Rule 2016 of the Federal Rules of
Bankruptcy Procedure and Section 329 of the Bankruptcy Code, and (ii) the Declaration of Jay R.
Lytle in Support of Application Pursuant to Sections 327(a), 330, and 331 of the Bankruptcy Code,
Bankruptcy Rules 2014 and 2016 and Local Rules 2014-1 and 2016-1 for an Order Authorizing the
Retention of Urban Science Applications, Inc. as Automotive Retail Consultant, Nunc Pro Tunc to
the Petition Date (the Lytle Declaration), which are annexed hereto as Exhibit A and Exhibit B,
respectively. In support of this Application, the Debtor respectfully represents as follows:
I.
STATEMENT OF FACTS
A. Jurisdiction and Venue
The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This is a
core proceeding pursuant to 28 U.S.C. 157(b)(2). Venue of this chapter 11 case is proper pursuant
to 28 U.S.C. 1408 and 1409.
B. General Background
On the date hereof (the Petition Date), the Debtor filed a voluntary petition for relief under
chapter 11 of title 11 of the United States Code (the Bankruptcy Code). The Debtor continues to
operate and manage its affairs as a debtor in possession pursuant to sections 1107(a) and 1108 of the
Bankruptcy Code. No trustee, examiner, or committee has been appointed in this chapter 11 case.
The Debtor was established in 1986 as the sole distributor in the continental United States of
Suzuki automobiles, motorcycles, all-terrain vehicles, and marine outboard engines (the Suzuki
Products). Suzuki Motor Corporation (SMC), the 100% interest holder in the Debtor,
manufacturers substantially all of the Suzuki Products
2
and is not a debtor in this or any other
insolvency proceeding. As of the Petition Date, the Debtor has approximately 295 employees across

2
The ATVs are manufactured by an 80% owned affiliate of the Debtor. An overview of the Suzuki Products
manufactured by SMC, its affiliates, and certain unaffiliated entities is included in the Declaration of M. Freddie Reiss,
Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions.
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three divisions: automotive (the Automotive Division), motorcycles and all-terrain vehicles (the
Motorcycles/ATV Division), and outboard marine motors and related products (the Marine
Division).
In the operation of its business, the Debtor purchases Suzuki Products from SMC and certain
other non-debtor affiliates. In turn, the Debtor wholesales virtually its entire inventory through a
network of independently owned and unaffiliated dealerships located throughout the continental
United States. The dealers then market and sell the Suzuki Products to retail customers. As of the
Petition Date, there are approximately 220 automotive dealerships, over 900 motorcycle/ATV
dealerships, and over 780 outboard marine dealerships.
Through dealers, the Debtor also sells a portion of its automotive inventory (less than 10%)
to car rental companies and others (less than 2%) that lease the vehicles to retail customers. The
Debtor also purchases the majority of its automotive parts from SMC and certain unaffiliated
companies and resells them to the automotive dealers and authorized warranty service providers.
The Debtor determined that its Automotive Division is facing and will continue to face a
number of serious challenges in the highly regulated and competitive automotive industry in the
continental U.S. market. The challenges include unfavorable foreign exchange rates,
disproportionally high and increasing costs associated with meeting more stringent state and federal
automotive regulatory requirements unique to the continental U.S. market, low sales volumes, a
limited number of models in its line-up, and existing and potential litigation costs. The Debtor has
exhausted all available means to reduce the cost of operating the Automotive Division for it to
operate profitably. Accordingly, the Debtor determined that the best way to preserve and enhance
the value of its overall business is to wind down new sales of the Automotive Division in the
continental U.S. and realign its business focus on the long-term growth of its Motorcycles/ATV and
Marine Divisions.
Contemporaneous with the filing of this case, the Debtor filed a plan of reorganization (the
Plan). Under the proposed Plan, the Motorcycles/ATV and Marine Divisions will remain largely
unaffected including the warranties associated with such products. As part of its restructuring,
NounCo, Inc., a wholly owned subsidiary of SMC, will purchase the Motorcycles/ATV and Marine
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Divisions and the parts and service components of the Automotive Division. The restructured
Automotive Division intends to honor automotive warranties and authorize the sale of genuine
Suzuki automotive parts and services to retail customers through a network of parts and service only
dealerships that will provide warranty services.
The Debtors Motorcycles/ATV Division is strong and competitively positioned in its
market, allowing for long-term growth as economic conditions improve. Similarly, the Marine
Division has remained competitive during the recent challenging economic times and the Debtor is
working to further build its market share in the marine industry through continued investment in new
product development and resuming large-scale marketing events focused on attracting new marine
customers. The strategy embodied in the proposed Plan returns the business to its roots in the U.S.
market, which began with motorcycles, and is intended to position the overall business for success in
the continental U.S. for the benefit of all parties in interest.
The Suzuki name is recognized around the world as a brand of quality products that offer
reliability and originality. SMC has informed the Debtor that it continues to invest in its operations,
improve its overall performance worldwide, and remains committed to manufacturing Suzuki
Products for customers around the world. SMCs manufacturing and world-wide distribution of
Suzuki automobiles will continue despite the Debtors wind down of the continental U.S.
Automotive Division.
Additional factual background regarding the Debtor, including its current and historical
business operations and the events precipitating its chapter 11 filing, is set forth in detail in the
Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency
First Day Motions (the Reiss Declaration) filed contemporaneously with this Motion and
incorporated herein by reference.
II.
RELIEF REQUESTED
By this Application, the Debtor seeks entry of an order, pursuant to sections 327(a), 330, and
331 of title 11 of the United States Code (the Bankruptcy Code), Bankruptcy Rule 2014 and Local
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Rule 2014-1 authorizing it to employ and retain Urban Science as its retail automotive consultant in
these chapter 11 cases. A proposed form of order is annexed hereto as Exhibit C.
III.

THE COURT SHOULD AUTHORIZE THE DEBTOR TO
EMPLOY URBAN SCIENCE AS ITS AUTOMOTIVE RETAIL CONSULTANT
A. The Qualifications of Urban Science
Urban Science is a worldwide leader in providing consulting and software solutions to help
automotive manufacturers to evaluate and manage dealer networks and analyze dealer performance.
Urban Science has provided services to virtually every automotive manufacturer in over 60
countries. In addition, Urban Science and an independent consultant affiliated with Urban Science,
Herbert E. Walter, LLC, provided market research and consulting to the Debtor prepetition. The
principal of Herbert E. Walter, LLC, Mr. Herbert E. Walter (Walter), has more than 30 years of
consulting experience and, in particular, has experience with evaluating financial and operational
matters in the automotive industry. Mr. Walter has provided expert testimony and financial and
accounting matters in Federal District and State Courts, in arbitration proceedings, in Department of
Motor Vehicles hearings, and before a state legislative subcommittee. Prepetition, Herbert E.
Walter, LLC was an expert witness for the Debtor in connection with D2K, Inc., d/b/a Suzuki of
Huntsville, Shoals Suzuki, Inc., Varsity Suzuki, Inc., and Gary Linam, an individual v. American
Suzuki Motor Corporation, Case number CV-09-S-2436-NE pending in the United States District
Court for the Northern District of Alabama, and provided consulting services to the Debtor.
The Debtor seeks Court approval to retain Urban Science, effective as of the Petition Date, at
the expense of the Debtors estate, to serve as the Debtors automotive retail consultant to provide
consulting and expert services, including testimony, as may be necessary and appropriate in
connection with the restructuring of the Debtors various dealership contracts and resolution of
claims associated therewith. Urban Science has previously provided consulting services to the
Debtor and is familiar with various Suzuki dealerships.
Urban Science's depth of experience in automotive market research and valuation matters
makes it particularly qualified to assist the Debtor. Therefore, the Debtor believes that Urban
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Science's retention is in the best interest of the estate. More information about Urban Science
generally, its expertise and its leadership, is available on its website at www.UrbanScience.com.
B. Compensation of Urban Science by the Debtor and Other Disclosures
Urban Science has requested a postpetition retainer in the amount of $150,000 to be held in
Urban Sciences client trust account to be applied against fees and costs incurred (the Retainer).
There are no arrangements between Urban Science and any other entity for the sharing of
compensation received or to be received in connection with this case, except insofar as such
compensation may be shared among the consultants at Urban Science.
The Retainer is not a fixed price for services, and Urban Science reserves the right to seek
additional compensation beyond the amounts covered by the Retainer in accordance with applicable
provisions of the Bankruptcy Code and Bankruptcy Rules.
Urban Science understand that the Debtor has retained and may retain additional
professionals during the term of the engagement. Urban Science may have worked with the
additional professionals in the past and agrees to work cooperatively with such professionals on this
chapter 11 case to integrate any respective work conducted by the professionals on behalf of the
Debtor. Urban Science has assured the Debtor that it will work closely with each of these firms to
take care not to duplicate efforts in this case. Specifically, Urban Science's work on dealer matters
will supplement and not duplicate the work of the Debtors proposed restructuring officer.
C. Disinterestedness of Urban Science
Under Section 327(a) of the Bankruptcy Code, the Court may authorize the Debtor to employ
Urban Science, provided Urban Science does not hold or represent any interest adverse to the Debtor
or to the estate on the matters for which its employment is proposed. As disclosed in the Lytle
Declaration, no such adverse interest exists here. To the best of the Debtors knowledge and based
upon the Lytle Declaration, neither Urban Science nor any of its consultants or employees have any
connection with the Debtor, any creditors of the estate, any party in interest, their respective
attorneys or accountants, the United States Trustee, or any person employed in the Office of the
United States Trustee, except that it regularly works with Debtors proposed special dealer network
counsel, Nelson Mullins Riley & Scarborough, LLP and other law firms which have been employed
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by the Debtor, and to the extent set forth in the Lytle Declaration. Therefore, the Debtor does not
believe any adverse interest exists with these creditors.
To the best of the Debtors knowledge and based upon the Lytle Declaration, only Urban
Science and none of its consultants and employees are not a creditor, equity security holder, or an
insider of the Debtor as that term is defined in section 101(31) of the Bankruptcy Code.
To the best of the Debtors knowledge and based upon the Lytle Declaration, neither Urban
Science nor any of its consultants and employees are or were, within two years before the date of the
filing of the petition, a director, officer, or employee of the Debtor.
The Debtor is informed and believes that Urban Science has conducted a conflict check
within Urban Sciences database and thus far has not encountered any creditors of the Debtor with
which an actual conflict exists between Urban Science and such creditors. If, at any subsequent time
during the course of this proceeding, Urban Science learns of any other representation which may
give rise to a conflict, it will promptly file with the Court and the Office of the United States Trustee
an amended declaration identifying and specifying such involvement.
D. Proposed Hourly Rates and Expenses
Subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local
Bankruptcy Rules, the United States Trustee Guidelines, and this Courts rules, the Debtor proposes
to pay Urban Science its customary hourly rates in effect from time to time and to reimburse Urban
Science according to their customary reimbursement policies. The current, non-testifying hourly
rate of Herbert E. Walter, LLC is $450/hr and the hourly rates of the other professionals most likely
to work on this matter are $200-$275/hr.
It is contemplated that Urban Science will seek interim compensation during the case as
permitted by sections 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016 and pursuant
to any interim compensation procedures that are approved by the Court. Urban Science understands
that its compensation in the case is subject to the prior approval of this Court. No compensation will
be paid except upon application to and approval by this Court after notice and a hearing in
accordance with sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016, Local
Bankruptcy Rule 2016-1.
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E. Interim Compensation
The Debtor, subject to the provisions of the Bankruptcy Code, the Bankruptcy Rules, the
Local Rules and further orders of this Court, propose to pay Urban Science its customary hourly
rates for services rendered that are in effect from time to time, as set forth in the Lytle Declaration,
and to reimburse Urban Science according to its customary reimbursement policies, and submit that
such rates are reasonable.
The Debtor understands that Urban Science hereafter intends to apply to the Court for
allowances of compensation and reimbursement of expenses in accordance with the applicable
provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and orders of this Court
for all services performed and expenses incurred after the Petition Date.
3

F. Notice
Pursuant to Local Bankruptcy Rule 2014-1(b)(4), a hearing is not required in connection with
the Application unless requested by the United States Trustee, a party in interest, or otherwise
ordered by the Court. Pursuant to Local Bankruptcy Rule 2014-1(b)(3), any response to the
Application and request for hearing must be in the form prescribed by Local Bankruptcy Rule 9013-
1(f)(1) and must be filed with the Court and served upon the Debtor, its proposed bankruptcy
counsel, and the United States Trustee no later than fourteen days from the date of service of notice
of the filing of the Application.
Notice of filing of this Application (the Notice) was provided to (i) the Office of the United
States Trustee; (ii) the Debtors prepetition and postpetition lender; (iii) the creditors appearing on
the list filed in accordance with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure; and (iv)
those persons who have requested notice pursuant to Rule 2002 of the Federal Rules of Bankruptcy
Procedure.
WHEREFORE, the Debtor requests that this Court approve the employment of Urban
Science Applications, Inc. as Debtors automotive retail consultant, as of the commencement of the

3
The Debtor filed contemporaneously with this Application a motion for authorization to implement interim
compensation procedures for all professionals retained by the Debtor and approved by the Court.
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case, to render services as described above, with compensation to be paid by the Debtors estate as
an administrative expense in such amounts as this Court may hereafter determine and allow.
Dated: November 5, 2012 AMERICAN SUZUKI MOTOR CORPORATION



By:

Name: Takashi Iwatsuki
Title: Chairman of the Board

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DOCS_SF:81747.1 12832/001
EXHIBIT A

(Section 329 Statement)


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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)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: rpachulski@pszjlaw.com
jstang@pszjlaw.com
dziehl@pszjlaw.com
lcantor@pszjlaw.com
dgrassgreen@pszjlaw.com

Proposed Attorneys for Debtor and
Debtor in Possession
Stephen G. Morrison (pro hac vice pending)
George B. Cauthen (pro hac vice pending)
Steven A. McKelvey, Jr. (pro hac vice pending)
Jody A. Bedenbaugh (pro hac vice pending)
Nelson Mullins Riley & Scarborough, LLP
Meridian, 17th Floor
1320 Main Street
Columbia, SC 29201
Telephone: 803/799-2000
Facsimile: 803/256-7500
Email: steve.morrison@nelsonmullins.com
george.cauthen@nelsonmullins.com
steve.mckelvey@nelsonmullins.com
jody.bedenbaugh@nelsonmullins.com


Proposed 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.: 12-_____ ( )

Chapter 11

STATEMENT UNDER RULE 2016 OF
THE FEDERAL RULES OF
BANKRUPTCY PROCEDURE AND
SECTION 329 OF THE BANKRUPTCY
CODE

[No Hearing Required Unless Requested Per
L.B.R. 2014-1(B)]
Urban Science Applications, Inc. (Urban Science) pursuant to Rule 2016 of the Federal
Rules of Bankruptcy Procedure (the Bankruptcy Rules) and section 329 of chapter 11 of title 11 of
the United States Code (the Bankruptcy Code), states that the undersigned is the proposed
automotive retail consultant to the above-captioned debtor and debtor in possession (the Debtor) in
this case.

1
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
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DOCS_SF:81747.1 12832/001
The Debtor has agreed to pay Urban Science for the consulting services rendered or to be
rendered by its consultants in connection with this case on the Debtors behalf. The Debtor also has
agreed to reimburse Urban Science for its actual and necessary expenses incurred in connection with
this case.
Urban Science has received payments from the Debtor during the year prior to the Petition
Date in the amount of $522,957.24 as of November 1, 2012, plus a prepetition retainer of $150,000
(the "Retainer") in connection with its prepetition consulting services to the Debtor. Urban Science
is current as of the Petition Date, but has not yet completed a final reconciliation as of the Petition
Date. Upon final reconciliation of the amount actually expended prepetition, any balance remaining
from the payments to Urban Science from the Retainer will be credited to the Debtor and utilized as
Urban Sciences retainer to apply to postpetition fees and expenses pursuant to the compensation
procedures approved by this Court.
Urban Science will seek approval of payment of compensation upon the filing of appropriate
applications for allowance of interim or final compensation pursuant to sections 330 and 331 of the
Bankruptcy Code, the Bankruptcy Rules, the Local Rules of the United States Bankruptcy Court for
the Central District of California, and orders of this Court.
2

The filing fee for the Debtor in this case has been paid in full.
The services to be rendered include all those services set forth in the Application Pursuant to
Sections 327(a), 330, and 331 of the Bankruptcy Code, Bankruptcy Rules 2014 and 2016 and Local
Rules 2014-1 and 2016-1 for an Order Authorizing the Retention of Urban Science Applications,
Inc. as Automotive Retail Consultant Nunc Pro Tunc to the Petition Date submitted concurrently
herewith.

2
The Debtor filed contemporaneously with this Application a motion for authorization to implement interim
compensation procedures for all professionals retained by the Debtor and approved by the Court.
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Urbatt Science further states that it has neither shared nor agreed to share (a) any
compe11sation it has received or may receive with another party or person, other than with the
consultants of Urban Science, 01' (b) any compensation another person o1 party has received or may
have received.
Dated; November 5, 2012
URBAN SCIENCE .{\.PPLICATIONS, INC.

l{s; AtH\L'InL!\L-
Proposed Automotive Retoil Consultant
3

DOCS_SF:81747.1 12832/001
EXHIBIT B

(Lytle Declaration)

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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)
Linda F. Cantor (CA Bat No. 153762)
Debra I. Grassgreen (CA Bat No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: rpachulski@pszjlaw.com
jstang@pszjlaw.com
dziehl@pszj law.com
lcantor@pszj law.com
dgrassgreen@pszjlaw.com
Proposed Attorneys for Debtor and
Stephen G. Morrison (pro hac vice pending)
George B. Cauthen (pro hac vice pending)
Steven A. McKelvey, Jr. (pro hac vice pending)
Jody A. Bedenbaugh (pro hac vice pending)
Nelson Mullins Riley & Scarborough, LLP
Mel'idian, 17th Floor
1320 Main Street
Columbia, SC 29201
Telephone: 803/799-2000
Facsimile: 803/256-7500
Email: steve.morrison@nelsonmullins.com
george.cauthen@nelsonmu I I ins .com
steve.mckelvey@nelsonmullins.com
jody.bedenbaugh@nelsonmullins.com
1 0 Debtor in Possession
Proposed Special Dealer Network Counsel for
Debtor and Debtor in Possession
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In re:
UNITED STATES BANKRUPTCY COURT
CENTRAL DISTRICT OF CALIFORNIA
SANTA ANA DIVISION
American Suzuld Motor Corporation,
1
Debtor.
Case No.: 12-__
Chapter 11
DECLARATION OF JAY R. LYTLE IN
SUPPORT OF APPLICATION
PURSUANT TO SECTIONS 327(A), 330,
AND 331 OF THE BANKRUPTCY CODE,
BANKRUPTCY RULES 2014 AND 2016
AND LOCAL RULES 2014-1 AND 2016-1
FOR AN ORDER AUTHORIZING THE
RETENTION OF URBAN SCIENCE
APPLICATIONS, INC. AS AUTOMOTIVE
RETAIL CONSULTANT
[No Hearing Required Unless Requested Per
L.B.R. 2014-l(B)]
28
1
The last four digits of the Debtor's federal tax identification number are (8739). The Debtor's address is: 3251 East
Imperial Highway, Brea, CA 92821.
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1
2
I, Jay R. Lytle, hereby declare:
1.
I make this declaration in supp01t of the application (the "Application") filed by
3 American Suzuki Motor Corporation, the above-captioned debtor and debtor in possession (the
4 "Debtor
1
\ to employ Urban Science Applications, Inc. ("Urban as automotive retail
5 consultant, effective as of the Petition Date.
6 2. I am an employee Urban Science and have personal knowledge of the matters set
7 forth herein and/or Urban Science's business records relating to such matters.
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3.
4.
The name, address, telephone number, and facsimile number of Urban Science is:
Urban Science Applications, Inc.
400 Renaissance Center, Suite 2900
Detroit, MI 48243
Tel: 313-259"9900
Fax: 313-259-9901
The Debtor seeks Court approval to retain Urban Science, effective as of the Petition
14 Date, at the expense of the Debtor's estate, to serve as the Debtor's automotive retail consultant as
15 may be necessary and appropriate in connection with the Debtor's numerous dealerships. Urban
16 Science intends to use Herbert E. Walter, LLC, an independent contractor affiliated with Urban
17 Science, in cmmection with the Debtor's dealership matters. Prior to the filing of the chapter 11
18 case, Urban Science was retained by the Debtor to act as its consultant in connection with
19 dealerships, with Herbert E. Walter, LLC being used as an independent consultant and as an expert,
20 in connection with D2K, Inc., d/b/a Suzuki of Huntsville, Shoals Suzuki, Inc., Varsity Suzuki, Inc.,
21 and Gary Linam, an individual v. American Suzuki Motor Corporation, Case number CV-09-S-
22 2436-NE pending in the United States District Court for the Northem District of Alabama. As such,
23 Urban Science is familiar with and has particular expertise with respect to various of the Debtor's
24 dealerships. Urban Science's depth of experience in automotive market research and valuation
25 matters makes it particularly qualified to assist the Debtor. Therefore, the Debtor believes that
26 Urban Science's retention is in the best interest of the estate. More information about Urban Science
27 generally, its expertise and its leadership, is available on its website at www.UrbanScience.com
28
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1 5. Due to Urban Science's comprehensive understanding of dealership matters, the
2 Debtor has requested that this Cout1 authorize the employment of Urban Science to render
3 consulting services on behalf of the Debtor. Subject to the provisions of the Bankruptcy Code, the
4 Bankruptcy Rules, and the Local Bankruptcy Rules, Urban Science will be paid its customary hm1rly
5 rates in effect from time to time and to reimburse Urban Science according to Urban Science's
6 customary reimbursement policies.
7 6. Herbert E. Walter, LLC's current, non-testifying hourly rate is $450/hr and the
8 hourly rates of the other professionals most likely to work on this matter are $200-$275/lu. The
9 hourly rates of other Urban Science consultants and employees are available upon request. The
10 hourly rates set forth above are subject to periodic adjustments to reflect economic and other
11 conditions. Urban Science will use other consultants during the course of the case that it and the
12 Debtor deem appropriate.
13 7. Urban Science received a pre-petition retainer in the amount of$150,000 (the
14 "Retainer") in connection with its pre-petition consulting services to the Debtor. The Debtor is
15 current with Urban Science as ofNovember 1, 2012, but Urban Science has not yet completed a
16 final reconciliation as of the Petition Date. Upon final reconciliation of the amount actually
17 expended pre-petition, any balance remaining from the payments to Urban Science from the Retainer
18 will be credited to the Debtor and utilized as Urban Science's retainer to apply to post-petition fees
19 and expenses pursuant to the compensation procedures approved by this Court.
20 8. Urban Science understands that the Debtor may retain additional professionals during
21 the term of the engagement. Urban Science agrees to work coopemtively with such professionals on
22 this case to integrate any respective work conducted by such professionals on behalf of the Debtor.
23 Urban Science has assmed the Debtor that it will work closely with any such professionals to take
24 care not to duplicate efforts in this case.
25 9. It is contemplated that Urban Science will seek intedm compensation during the case
26 as permitted by sections 330 and 331 of the Bankruptcy Code and Bankruptcy Rule 2016. U1ban
27 Science understands that its compensation in the case is subject to the prior approval of this Com1.
28 No compensation will be paid except upon application to and approval by this Court after notice and
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a hearing in accordance with sections 330 and 331 of the Bankruptcy Code, Bankruptcy Rule 2016,
and Local Bankruptcy Rule 20 16" 1. Moreover, Urban Science reserves the right to seek monthly
interim compensation for the duration of the case.
10. To the best of my knowledge, Urban Science does not represent or hold any interest
adverse to the Debtor or its estate, except as set forth herein.
11. Urban Science and certain of its consultants may have in the past provided consulting
services, may currently provide consulting services and in the future likely will provide consulting
services pm1ies-in-interest to the Debtor in c01mection with matters unrelated to the Debtor and this
chapter 11 Case. Urban Science has searched its electronic database for any connection it may have
to the entities described below. The entities listed in the information provided may have changed
without its knowledge and may change during the pendency of this chapter 11 Case. Urban Science
will update this Declaration when necessary and when it becomes aware of material information.
Urban Science has searched the following categories of entities (collectively, the
11
Interested
Pm1ies"):
a. The Debtor's automotive dealers
b. 50 Largest Unsecured Creditors of the Debtor;
c. Directors and officers of the Debtor;
d.
e.
f.
g.
h.
i.
Affiliates of the Debtor and Debtor's equity interest holder;
Significant utilities;
List of 300 major vendors;
Beneficiaries and Issuers of Letters of Credit;
Major Insurers and Insurance Brokers; and
Pm1ies to Litigation and Attorneys.
26 12.
Urban Science's review of the results of the search of its client database with regard to the
2
7 Interested Parties indicates that Urban Science currently consults or does business with cetiain other
28
creditors of the Debtors and provided consulting services for certain professionals in matters totally
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1 unrelated to the Debtors or their Chapter 11 Cases. To the extent a direct conflict arises between the
2 Debtor and any of these particular unsecured creditors or p1'0fessionals, Urban Science will not assist
3 the Debtor or the creditor in that particular dispute. Urban Science's review of its database indicates
4 the following Interested Parties are listed as cunent entities for which Urban Science provides
5 consulting services. Urban Science continues to review and update the list of Interested Parties as
6 that information is received and the information listed below may change as a result of additional
7 review and analysis. Urban Science will continue to supplement this Declaration as needed:
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La\v firms which Urban Science has been engaged as an expert witness or for services within
the last three years
a. Berkowitz Oliver Williams
b. Nelson Mullins Riley & Scarborough LLP
c. Sutherland, Asbill & Bretman
d. Kirkland & Ellis
e. Strasburger & Price, LLP
f. Baker & Hostetler LLP
g. Lightfoot, Franklin & White
Parties to Litigation in which Urban Science has participated adversely within the last tlll'ee
years
a. D2K, Inc., d/b/a Suzuki ofHuntsville
b. Shoals Suzuki, Inc.
c. Varsity Suzuki, Inc.
d. Gary Linam
e. Baddley & Mauro, LLC
Companies that Urban Science has purchased goods or services fiom within the last three
years
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a. AT&T
b. Marsh USA, Inc.
c. United Parcel Service
d. UPS Freight
e. Franchise Tax Board
f. Federal Express Corp
g. FedEx Parcel
h. FedEx Freight- West
i. FedEx Freight- East
J.
UPS Parcel
k. UPS Freight
1. Chubb/Federal Insurance
111. Automatic Data Processing, Inc.
n. Aetna
o. A vis Budget Car Rental, LLC
p. A vis Budget Group, Inc.
q. Akamai Technologies Inc
Companies that Urban Science has provided goods or services to within the last three years
a. General Motors LLC
b. Nissan North America, Inc.
c. Suzuki Motor Corporation
d. Bank of America
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Companies and organizations that Urban Science interacts with on a regular basis
a. JD Power & Associates
b. RL Polk & Company
c. Motorcycle Industry Council
13. To the best of its knowledge, neither Urban Science nor any ofUrban Science's
7 consultants or employees have any connection with the Debtor, any creditors of the estate, any party
8 in interest, their respective attorneys or accountants, the United States Trustee, or any person
9 employed in the Office of the United States Trustee, except that it regularly works with Debtor's
10 proposed special dealer network counsel, Nelson Mullins Riley & Scarborough, LLP and other law
11 firms which have been employed by the Debtor, and to the extent as further set forth herein.
12
14. To the best its knowledge, only Urban Science, and none of Urban Science's
13 consultants and employees are a creditor, equity security holder, or an "insidd' of the Debtor as that
14 term is defined in section 101 (31) of the Bankruptcy Code.
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15. To the best its knowledge, neither Urban Science nor any of Urban Science's
consultants m employees, were wlthin two years before the date of the filing of the petition, a
director, officer, or employee of the Debtor. Except as disclosed herein, to the best of its knowledge,
neither Urban Science nor any of Urban Science's consultants or employees have any interest
materially adverse to the interest of the estate Ol' of any class of creditors or equity secudty holders,
by reason of any direct or indirect relationship to, connection with, or interest in, the Debtor or for
any other re<lson.
I declare under penalty of pe1jury under the laws of the United States of America that the
foregoing is true and correct.
Executed on this ofNovember _, 2012, at f \ , Michigan.
Jay . L. le

DOCS_SF:81747.1 12832/001
EXHIBIT C

(Proposed Order)



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DOCS_SF:81747.1 12832/001
Richard M. Pachulski (CA Bar No. 90073)
James I. Stang (CA Bar No. 94435)
Dean A. Ziehl (CA Bar No. 84529)
Linda F. Cantor (CA Bar No. 153762)
Debra I. Grassgreen (CA Bar No. 169978)
PACHULSKI STANG ZIEHL & JONES LLP
10100 Santa Monica Blvd., Suite 1300
Los Angeles, CA 90067-4114
Telephone: 310/277-6910
Facsimile: 310/201-0760
E-mail: rpachulski@pszjlaw.com
jstang@pszjlaw.com
dziehl@pszjlaw.com
lcantor@pszjlaw.com
dgrassgreen@pszjlaw.com

Proposed Attorneys for Debtor and
Debtor in Possession
Stephen G. Morrison (pro hac vice pending)
George B. Cauthen (pro hac vice pending)
Steven A. McKelvey, Jr. (pro hac vice pending)
Jody A. Bedenbaugh (pro hac vice pending)
Nelson Mullins Riley & Scarborough, LLP
Meridian, 17th Floor
1320 Main Street
Columbia, SC 29201
Telephone: 803/799-2000
Facsimile: 803/256-7500
Email: steve.morrison@nelsonmullins.com
george.cauthen@nelsonmullins.com
steve.mckelvey@nelsonmullins.com
jody.bedenbaugh@nelsonmullins.com


Proposed 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.: 12-_____ ( )

Chapter 11

ORDER GRANTING DEBTORS
APPLICATION PURSUANT TO
SECTIONS 327(A), 330, AND 331 OF THE
BANKRUPTCY CODE, BANKRUPTCY
RULES 2014 AND 2016 AND LOCAL
RULES 2014-1 AND 2016-1 FOR AN
ORDER AUTHORIZING THE
RETENTION OF URBAN SCIENCE
APPLICATIONS, INC. AS
AUTOMOTIVE RETAIL CONSULTANT

Upon the application, dated November 5, 2012 (the Application),
2
of American Suzuki
Motor Corporation, the above captioned debtor and debtor in possession (the Debtor) for
authorization, pursuant to sections 327(a), 330, and 331 of the Bankruptcy Code, Bankruptcy Rules

1
The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East
Imperial Highway, Brea, CA 92821.
2
Capitalized terms not defined herein shall have the meaning ascribed to them in the Application.
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DOCS_SF:81747.1 12832/001
2014 and 2016, and Local Rules 2014-1 and 2016-1, authorizing the retention of Urban Science
Applications, Inc. (Urban Science) as automotive retail consultant, nunc pro tunc to the Petition
Date , all as more fully set forth in the Application; and the Court having jurisdiction to consider the
Application and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and
consideration of the Application and the relief requested therein being a core proceeding pursuant to
28 U.S.C. 157(b)(2); and venue being proper pursuant to 28 U.S.C. 1408 and 1409; and it
appearing that the relief requested in the Application is in the best interests of the Debtors estate, its
creditors, and all other parties in interest; and the Debtor having provided appropriate notice of the
Application and the opportunity for a hearing on the Application under the circumstances and no
other or further notice need be provided; and the Court having reviewed the Application and having
heard the statements in support of the relief requested therein at a hearing before the Court (the
Hearing); and the Court having considered the Application, all pleadings and papers filed in
connection with the Application, including the Declaration of M. Freddie Reiss, Proposed Chief
Restructuring Officer, in Support of Emergency First Day Motions s and the Memorandum of Points
and Authorities filed in support thereof, and the arguments of counsel and evidence proffered at the
hearing on the Application; after due deliberation and sufficient cause appearing therefor, it is
HEREBY ORDERED THAT:
1. The Application is GRANTED.
2. Pursuant to section 327(a) of the Bankruptcy Code, the Debtor is authorized to
employ and retain Urban Science, effective nunc pro tunc to the Petition Date, on the terms set forth
in the Application, the Statement and the Lytle Declaration.
3. Urban Science shall file an application and be compensated in accordance with
sections 330 and 331 of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, and such
other interim compensation procedures as may be fixed by order of this Court.
4. The Court retains jurisdiction to interpret and enforce the terms of this Order and the
retention of Urban Science.
# # # # #
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