Case 13-13087-KG Doc 1073 Filed 07/11/14 Page 1 of 4 IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: Chapter 11 FAH LIQUIDATING CORP., et al., 1 Case No. 13-13087 (KG (f/k/a FISKER AUTOMOTIVE HOLDINGS, INC. Debtors. (Jointly Administered NOTICE TO COUNTERPARTIES TO EXECUTORY CONTRACTS AND UNEXPIRED LEASES BEING REJECTED BY THE CHAPTER 11 DEBTORS SECOND AMENDED JOINT PLAN OF LIQUIDATION PURSUANT TO CHAPTER 11 OF THE BANKRUPTCY CODE PLEASE TAKE NOTICE THAT on June 9, 2014, the United States Bankruptcy Court for the District of Delaware (the Court entered the Order (A Approving the Adequacy of the Debtors Disclosure Statement, (B Approving Solicitation and Notice Procedures with Respect to Confirmation of the Debtors Proposed Joint Plan of Liquidation, (C Approving the Form of Various Ballots and Notices in Connection Therewith, (D Scheduling Certain Dates with Respect Thereto, and (E Granting Related Relief [Docket No. 976] (the Disclosure Statement Order that, among other things: (a approved the Debtors Disclosure Statement for the Debtors Second Amended Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 984] (as may be amended or supplemented from time to time and including all exhibits and supplements thereto, the Disclosure Statement as containing adequate information, as required under section 1125(a of title 11 of the United States Code, 11 U.S.C. 101 1532 (the Bankruptcy Code ; and (b authorized the above-captioned debtors and debtors in possession (collectively, the Debtors to solicit votes with regard to the acceptance or rejection of the Debtors Second Amended Joint Plan of Liquidation Pursuant to Chapter 11 of the Bankruptcy Code [Docket No. 985] (as may be amended or supplemented from time to time and including all exhibits and supplements thereto, the Plan. 2 1 The Debtors, together with the last four digits of each Debtor s federal tax identification number, are: FAH Liquidating Corp. (f/k/a Fisker Automotive Holdings, Inc. (9678; and FA Liquidating Corp. (f/k/a Fisker Automotive, Inc. (9075. For the purpose of these chapter 11 cases, the service address for the Debtors is: 3080 Airway Avenue, Costa Mesa, California 92626. 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Plan or Disclosure Statement, as applicable.
Case 13-13087-KG Doc 1073 Filed 07/11/14 Page 2 of 4 PLEASE TAKE FURTHER NOTICE THAT the Disclosure Statement, the Disclosure Statement Order, the Plan, and the other documents and materials included in the Solicitation Package, except Ballots, may be obtained at no charge from Rust Consulting/Omni Bankruptcy, the administrative advisor retained by the Debtors in the Chapter 11 Cases (the Administrative Advisor by: (a accessing the Administrative Advisor s website at www.omnimgt.com/fiskerautomotive; (b writing to the Administrative Advisor at FA Liquidating Corp., c/o Rust Consulting/Omni Bankruptcy, 5955 DeSoto Ave., Suite 100, Woodland Hills, CA 91367; or (c calling the Administrative Advisor at 1 (866 989-3043. You may also obtain copies of any pleadings filed in the Chapter 11 Cases for a fee via PACER at: http://www.deb.uscourts.gov. PLEASE TAKE FURTHER NOTICE THAT under the terms of Article V of the Plan, each Executory Contract and Unexpired Lease of a Debtor shall be deemed automatically rejected pursuant to sections 365 and 1123 of the Bankruptcy Code as of the Effective Date of the Plan, except for any Executory Contract or Unexpired Lease that: 1. is specifically described in the Plan as to be assumed in connection with confirmation of the Plan, or is specifically scheduled to be assumed or assumed and assigned pursuant to the Plan or the Plan Supplement; 1. is subject to a pending motion to assume such Unexpired Lease or Executory Contract as of the Effective Date; 2. was previously assumed or assumed and assigned to the Purchaser or another third party, as applicable, during the pendency of the Chapter 11 Cases; 3. is a contract, instrument, release, indenture, or other agreement or document entered into in connection with the Plan; or 4. is a D&O Policy or an insurance policy (except with respect to any executory insurance policy or contract with Safeco Insurance, an affiliate of Liberty Mutual, if any, which contract or policy is rejected pursuant to the Plan; 5. is the Purchase Agreement; or 6. is the LLC Agreement. You are receiving this notice because you or one of your affiliates is a counterparty to an Executory Contract or an Unexpired Lease 3 listed on the attached Exhibit A with one or more of the Debtors: The Debtors intend to reject the Executory Contracts or Unexpired Leases listed on Exhibit A to which you are a counterparty. As a result of the Executory Contracts or Unexpired Leases to which you are a counterparty being rejected, you may be entitled to an 3 This Notice is being sent to counterparties to Executory Contracts and Unexpired Leases. This Notice is not an admission by the Debtors that such contract or lease is executory or unexpired. 2
Case 13-13087-KG Doc 1073 Filed 07/11/14 Page 3 of 4 unsecured claim for which a Proof of Claim must be filed. Pursuant to the Plan, if the rejection of your Executory Contracts or Unexpired Leases gives rise to a Claim by you, unless otherwise provided by an order of the Court, any Proofs of Claim based on the rejection of the Debtors Executory Contracts or Unexpired Leases, pursuant to the Plan or otherwise, must be Filed with the Court and served on the Debtors no later than fourteen days after the effective date of rejection of such Executory Contract or Unexpired Lease. In addition, any objection to the rejection of an Executory Contract or Unexpired Lease must be Filed with the Court and served so as to be actually be received by the Debtors before fourteen days after the service of this Notice. Any Holders of Claims arising from the rejection of an Executory Contract or Unexpired Lease for which Proofs of Claims are not timely Filed as set forth in the paragraph above shall not (1 be treated as a creditor with respect to such Claim, (2 be permitted to vote to accept or reject the Plan on account of any Claim arising from such rejection, or (3 participate in any distribution in the Chapter 11 Cases on account of such Claim. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease not filed with the Court within such time will be automatically disallowed and forever barred from assertion and shall not be enforceable against the Debtors, the Debtors Estates, or the property of any of the foregoing without the need for any objection by the Debtors or further notice to, or action, order, or approval of the Court or any other Entity. Any Claim arising out of the rejection of the Executory Contract or Unexpired Lease shall be deemed fully satisfied, released, and discharged, notwithstanding anything in the Schedules or a Proof of Claim to the contrary. All Allowed Claims arising from the rejection of the Debtors Executory Contracts or Unexpired Leases shall be classified as General Unsecured Claims against the appropriate Debtor, except as otherwise provided by order of the Court. YOUR STATUS AS A COUNTERPARTY TO AN EXECUTORY CONTRACT AND/OR AN UNEXPIRED LEASE DOES NOT IN AND OF ITSELF ENTITLE YOU TO VOTE ON THE PLAN. Accordingly, this notice is being sent to you for informational purposes only. PLEASE TAKE FURTHER NOTICE THAT if you have any questions about this Notice you should contact the Debtors Administrative Advisor in accordance with the instructions provided above. 3
Case 13-13087-KG Doc 1073 Filed 07/11/14 Page 4 of 4 Dated: July 11, 2014 /s/ James E. O Neill Wilmington, Delaware Laura Davis Jones (DE Bar No. 2436 James E. O Neill (DE Bar No. 4042 Peter J. Keane (DE Bar No. 5503 PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor P.O. Box 8705 Wilmington, Delaware 19899-8705 (Courier 19801 Telephone: (302 652-4100 Facsimile: (302 652-4400 Email: ljones@pszjlaw.com joneill@pszjlaw.com pkeane@pszjlaw.com - and - James H.M. Sprayregen, P.C. (admitted pro hac vice Anup Sathy, P.C. (admitted pro hac vice Ryan Preston Dahl (admitted pro hac vice KIRKLAND & ELLIS LLP 300 North LaSalle Street Chicago, Illinois 60654 Telephone: (312 862-2000 Facsimile: (312 862-2200 Email: james.sprayregen@kirkland.com anup.sathy@kirkland.com ryan.dahl@kirkland.com Attorneys for the Debtors and Debtors in Possession
Case 13-13087-KG Doc 1073-1 Filed 07/11/14 Page 1 of 4 EXHIBIT A Rejected Executory Contracts and Unexpired Leases Counterparty Description David Anderson Indemnification Agreement, dated September 4, 2008 Paul Boskovitch Employment Agreement, dated June 27, 2008 Joseph L. Chao Employment Agreement, dated August 6, 2012 Joseph L. Chao Consulting (Shanghai Co., Ltd. Bob Corcoran Employment Agreement Business Consulting Contract Director Compensation Agreement Keith Daubenspeck Indemnification Agreement, dated January 15, 2010 Mark P. Decker Employment Agreement, dated November 11, 2009 Victor H. Doolan Consulting Services Agreement Victor H. Doolan Director Compensation Agreement, dated July 1, 2010 Victor H. Doolan Indemnification Agreement, dated September 4, 2008 Victor H. Doolan EDiS Company Proprietary Information and Invention Agreement for Independent Contractor Master Agreement for Project Management and Construction Management Services, dated August 1, 2011
Case 13-13087-KG Doc 1073-1 Filed 07/11/14 Page 2 of 4 Counterparty Description Fisker Consulting, Inc. Creative Consulting and Services Agreement, dated December 22, 2010 Fisker Consulting, Inc. Creative Consulting and Services Agreement Jason Forcier Indemnification Agreement, dated January 15, 2010 Henrik Fisker Employment Agreement, dated February 21, 2012 Henrik Fisker Indemnification Agreement, dated September 4, 2008 Alberto Gonzalez Employment Agreement, dated March 31, 2012 Alberto Gonzalez Mindy Grossman Employment Agreement Director Compensation Agreement Mindy Grossman Indemnification Agreement, dated July 22, 2011 Beijing Jing Guang Centre Company Ltd. Tenancy Agreement - Office/Commercial, dated August 1, 2011 Dr. Gary L. Horvat Employment Agreement, dated January 17, 2012 Ignited, LLC KPCB Holdings, Inc Agreement to Suspend Enforcement of Judgment Indemnification Agreement Alexander Klatt Employment Agreement, dated September 11, 2007 Bernhard Koehler Employment Agreement, dated February 21, 2012 2
Case 13-13087-KG Doc 1073-1 Filed 07/11/14 Page 3 of 4 Counterparty Description Bernhard Koehler Indemnification Agreement, dated September 4, 2008 Samuel S. Koroglu Employment Agreement, dated March 30, 2012 Oy Kuehne + Nagel Ltd. Letter of Intent Raymond Lane Indemnification Agreement, dated September 4, 2008 Richard Li Tzar Kai Indemnification Agreement, dated January 15, 2010 Munguia Nellida Settlement Agreement and Release Alan P. Niedzwiecki Indemnification Agreement, dated September 4, 2007 Palo Alto Fund II, L.P. Indemnification Agreement Matthew K. Paroly Employment Agreement, dated April 26, 2011 Anthony L. Posawatz Employment Agreement, dated August 11, 2012 Anthony L. Posawatz Employment Agreement Requirements Contract -2136-Hybrid Control Module Requirements Contract - 2135-DC-DC Converter Requirements Contract -45000692 Solar Panel Roof Assembly Supply Agreement, dated November 8, 2010 3
Case 13-13087-KG Doc 1073-1 Filed 07/11/14 Page 4 of 4 Counterparty Worldwide, Inc. Worldwide, Inc. Worldwide, Inc. Description General Terms and Conditions of Purchase Powertrain Development Agreement, dated January 25, 2008 Trademark Usage Agreement, dated July 27, 2010 Hans Joachim Schopf Director Compensation Agreement, dated December 1, 2010 Hans Joachim Schopf Hans Joachim Schopf Indemnification Agreement Indemnification Agreement Hans Ling Offer of Employment, dated May 31, 2011 Seger Oy Supplier Quality and Logistics Wallenius Wilhelmsen Logistics AS Port Manual Agreement Warehouse Agreement Wallenius Wilhelmsen Logistics Willis of San Diego Risk and Insurance Services, Inc. AS Data Interchange of Status Updates (EDI Services Agreement Service Agreement James A. Yost Employment Agreement, dated June 12, 2012 James A. Yost Employment Agreement 4