Case CSS Doc 48 Filed 02/24/12 Page 1 of 4 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

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1 Case CSS Doc 48 Filed 02/24/12 Page 1 of 4 UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: ) Chapter 11 ) SAAB CARS NORTH AMERICA, INC., ) Case No CSS ) Debtor. ) Related to Docket No. 20 ) Obj. Deadline: February 24, 2012 at 4:00 pm (EST) ) Hearing Date: March 2, 2012 at 11:00 am (EST) DEBTOR S OBJECTION TO ALLY FINANCIAL INC. S MOTION TO PROHIBIT USE OF CASH COLLATERAL, OR, IN THE ALTERNATIVE, OBJECTION TO DEBTOR-IN-POSSESSION S REQUEST TO USE CASH COLLATERAL Saab Cars North America, Inc., debtor and debtor-in-possession herein ( Debtor ), for its Response ( Response ) in opposition to Ally Financial Inc. s ( Ally ) Motion To Prohibit Use Of Cash Collateral, Or, In The Alternative, Objection To Debtor-In-Possession s Request To Use Cash Collateral to Modify Stay (the Cash Collateral Motion ), states as follows: SL v INTRODUCTION AND BACKGROUND 1. Debtor is the North American operating subsidiary of Saab Automobile AB ( Saab AB ), which was a Swedish automobile manufacturer. Among other things, Debtor is or was responsible for automotive sales, parts distribution, marketing efforts, and warranty claims in North America. On December 19, 2011, Saab AB filed for liquidation in a Swedish bankruptcy court. 2. On January 30, 2012, a group of Debtor s United States dealers filed an involuntary chapter 11 petition against Debtor in this Court. Just eight days later, Ally filed the Cash Collateral Motion. 3. On February 24, 2012, an Order for Relief under chapter 11 of the Bankruptcy Code was entered by the Court. 1

2 Case CSS Doc 48 Filed 02/24/12 Page 2 of 4 4. In its Cash Collateral Motion, Ally asserts that it has a claim against Debtor in the amount of $61,080, plus all of the contingent obligations which may mature and become liquidated as a result of the obligation to repurchase vehicles ( Ally Claim ). Ally further asserts that the Ally Claim is (i) based on a Multilateral Guarantee, dated March 12, 2010, which Debtor, in addition to Saab AB and certain other Saab AB affiliates, executed in favor of the GMAC Group Entities (including Ally), and (ii) secured by a security interest in Debtor s inventory of vehicles and vehicle-related accounts receivable pursuant to an Amended and Restated Security Agreement, dated April 4, 2011, executed by Debtor. Ally also asserts that its security interest covers a certain account receivable owed by General Motors to Debtor (the GM Receivable ). 5. The GM Receivable totals approximately $20,000,000 and is for warranty reimbursements due Debtor. None of the approximately $61 million Ally claims it is owed represents direct loans to Debtor; rather, the entire amount represents alleged debts owed by Saab AB and Saab Great Britain for which there are thousands of vehicles and a $24 million cash deposit, all situated in Europe, serving as collateral for those debts. 6. Debtor s business of selling new vehicles to dealers came to a halt in December, 2011 at which time there were approximately 900 vehicles stored at three ports in New Jersey, Georgia and California. Since December, Ally was on written notice from Debtor that no vehicles would leave the port without the prior consent of Ally and, to date, no vehicles which could arguably generate cash collateral have left the port. 7. Following the filing of the Involuntary Petition and prior to the entry of the Order for Relief, with the consent of Ally, Debtor conducted an on-line auction sale of its Heritage Vehicle Collection. The Heritage vehicles were owned and held by Debtor as non-inventory SL v

3 Case CSS Doc 48 Filed 02/24/12 Page 3 of 4 show pieces not intended for resale. The auction brochure is attached as Exhibit A. The auction sale generated net proceeds of sale $403, ( Heritage Sale Proceeds ) which are currently held in a special bank account maintained by Debtor. Debtor expressly represented to Ally that all Heritage Sale Proceeds would remain in the special account until the further order of the Court. 8. While Debtor does not dispute its execution of the Multilateral Guarantee and the Security Agreement, it does have bona fide disputes as to (i) the validity and extent of the Multilateral Guaranty based on potential lack of consideration/fraudulent conveyance theories relating to upstream and cross-stream guaranties; (ii) the validity and extent of the Ally Claim, adjudication of which may lie with the Swedish Bankruptcy Court; and (iii) the validity and extent of Ally s security interests in, among other things, the Heritage Sale Proceeds and the GM Receivable. In the alternative, Debtor asserts that there is ample equity in the vehicle inventory for the benefit of creditors of this estate because there is sufficient collateral in Europe to fully or substantially satisfy the Ally claim. DEBTOR DOES NOT REQUEST USE OF ALLY S CASH COLLATERAL 9. While this chapter 11 case is in its infancy, Debtor is not selling vehicles and therefore is not generating cash collateral allegedly subject to the security interest of Ally. Further, while Debtor disputes Ally s claim to the Heritage Sale Proceeds, those funds are not currently needed by Debtor to operate its business and Debtor is prepared to continue to hold the Heritage Sale Proceeds in the special bank account pending the further order of the Court. GM disputes the GM Receivable and Debtor does not contemplate the payment of the GM Receivable absent resort to litigation. Consequently, the GM Receivable is not an issue. 10. Notwithstanding anything to the contrary, this Response is without prejudice to (i) SL v

4 Case CSS Doc 48 Filed 02/24/12 Page 4 of 4 the right of Debtor to seek the use of Ally s cash collateral in accordance with section 363 of the Bankruptcy Code; or (ii) any other rights, claims or defenses Debtor has or may have against Ally. WHEREFORE, Debtor respectfully requests that this Court enter an Order denying the Cash Collateral Motion except upon grounds consistent with the foregoing and that Debtor be granted such other and further relief as may be just and equitable. Dated: Wilmington, DE February 22, 2012 Respectfully submitted, STEVENS & LEE By: /s/joseph H. Huston, Jr. Joseph H. Huston, Jr. (No. 4035) Maria Aprile Sawczuk (No ) 1105 North Market Street, Suite 700 Wilmington, DE (302) ; jhh/masa@stevenslee.com -and BUTZEL LONG, a professional corporation Thomas B. Radom Bruce L. Sendek Woodward Avenue Stoneridge West Bloomfield Hills, Michigan (248) radom/sendek@butzel.com Attorneys for Saab North America, Inc. 4 SL v

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6 Case CSS Doc 48-1 Filed 02/24/12 Page 2 of 22 Saab Cars North America Heritage Vehicle Collection 2/3/2012

7 Case CSS Doc 48-1 Filed 02/24/12 Page 3 of 22 TERMS OF SALE The Saab Heritage Collection described below will be sold as a single lot of 10 vehicles. All vehicles will be sold to the highest bidder by Saab Cars North America, Inc. ( SCNA ) as is/where is in Sterling Heights, Michigan, without titles. The successful bidder will have the opportunity to inspect the vehicles. SCNA will issue a Bill of Sale to the successful buyer upon entry of a Court Order confirming the sale. Bids should be submitted to the attention of Dennis McTevia by at dmctevia@mcteviallc.com accompanied by a 25% cash deposit to Saab Cars North America, Inc. The cash deposit should be wired to: Bank: Comerica Bank One Woodward Avenue Detroit, Michigan ABA No: Credit To: Saab Cars North America, Inc. Heritage Vehicle Deposit Account McTevia & Associates, LLC Account No: The deadline for submission of bids is Friday, February 10, 2012, at 12:00 Noon EST. The successful bidder will be notified no later than Friday, February 10, 2012, at 5:00 p.m. EST. The successful bidder and/or its agent will then have the option of conducting a physical inspection of the Heritage Collection by appointment no later than 5:00 p.m. EST Wednesday, February 15, 2012, which is the deadline for the payment of the remaining 75% balance from the successful bidder. In the event the successful bidder declines to proceed, its 25% cash deposit will be returned and the next highest bidder will be notified. Promptly after the Court s confirmation of the sale to the successful bidder, the buyer will be responsible for storage and transportation.

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9 Case CSS Doc 48-1 Filed 02/24/12 Page 5 of Saab 92 2dr Sedan VIN: YS Mileage: 89,220

10 Case CSS Doc 48-1 Filed 02/24/12 Page 6 of Saab 92 2dr Sedan VIN: YS

11 Case CSS Doc 48-1 Filed 02/24/12 Page 7 of Saab 92 2dr Sedan VIN: YS

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13 Case CSS Doc 48-1 Filed 02/24/12 Page 9 of Saab 92 Sonett l VIN: YS Mileage:?

14 Case CSS Doc 48-1 Filed 02/24/12 Page 10 of Saab 92 Sonett l VIN: YS

15 Case CSS Doc 48-1 Filed 02/24/12 Page 11 of Saab 92 Sonett l VIN: YS

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17 Case CSS Doc 48-1 Filed 02/24/12 Page 13 of Saab 93 GT750 Sedan VIN: YS Mileage: 20,214

18 Case CSS Doc 48-1 Filed 02/24/12 Page 14 of Saab 93 GT750 Sedan VIN: YS

19 Case CSS Doc 48-1 Filed 02/24/12 Page 15 of Saab 93 GT750 Sedan VIN: YS

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21 Case CSS Doc 48-1 Filed 02/24/12 Page 17 of Saab 96 Rally Car 2dr Sedan VIN: YS Mileage: 75,768

22 Case CSS Doc 48-1 Filed 02/24/12 Page 18 of Saab 96 Rally Car 2dr Sedan VIN: YS

23 Case CSS Doc 48-1 Filed 02/24/12 Page 19 of Saab 96 Rally Car 2dr Sedan VIN: YS

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25 Case CSS Doc 48-1 Filed 02/24/12 Page 21 of Saab Quantum lv Open Wheel Racer VIN: UM Mileage:?

26 Case CSS Doc 48-1 Filed 02/24/12 Page 22 of Saab Quantum lv Open Wheel Racer VIN: UM000002

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28 Case CSS Doc 48-2 Filed 02/24/12 Page 2 of Saab Sonett ll Type 97 VIN: YS Mileage: 25,353

29 Case CSS Doc 48-2 Filed 02/24/12 Page 3 of Saab Sonett ll Type 97 VIN: YS

30 Case CSS Doc 48-2 Filed 02/24/12 Page 4 of Saab Sonett ll Type 97 VIN: YS

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32 Case CSS Doc 48-2 Filed 02/24/12 Page 6 of Saab 99 Turbo Coupe VIN: Mileage: 38,785

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36 Case CSS Doc 48-2 Filed 02/24/12 Page 10 of Saab 900 Turbo Convertible VIN: YS3AD75L3G Mileage: 25,696

37 Case CSS Doc 48-2 Filed 02/24/12 Page 11 of Saab 900 Turbo Convertible VIN: YS3AD75L3G

38 Case CSS Doc 48-2 Filed 02/24/12 Page 12 of Saab 900 Turbo Convertible VIN: YS3AD75L3G

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40 Case CSS Doc 48-2 Filed 02/24/12 Page 14 of Saab 9000 Turbo VIN: YS3CD5515H Mileage: 110,978

41 Case CSS Doc 48-2 Filed 02/24/12 Page 15 of Saab 9000 Turbo VIN: YS3CD5515H

42 Case CSS Doc 48-2 Filed 02/24/12 Page 16 of Saab 9000 Turbo VIN: YS3CD5515H

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44 Case CSS Doc 48-3 Filed 02/24/12 Page 2 of Open Wheel Racer #1 VIN: SAAB0075 Mileage:?

45 Case CSS Doc 48-3 Filed 02/24/12 Page 3 of Open Wheel Racer #1 VIN: SAAB0075

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47 Case CSS Doc 48-3 Filed 02/24/12 Page 5 of Saab 900 SE Talladega #8 VIN: YS3DF35N9T Mileage:?

48 Case CSS Doc 48-3 Filed 02/24/12 Page 6 of Saab 900 SE Talladega #8 VIN: YS3DF35N9T

49 Case CSS Doc 48-3 Filed 02/24/12 Page 7 of Saab 900 SE Talladega #8 VIN: YS3DF35N9T

50 Case CSS Doc 48-4 Filed 02/24/12 Page 1 of 2 CERTIFICATE OF SERVICE I, Joseph H. Huston, Jr., hereby certify that on February 24, 2012, I caused a true and correct copy of the foregoing Debtor s Objection to Ally Financial Inc. s Motion to Prohibit Use of Cash Collateral, or, in the Alternative, Objection to Debtor-In-Possession s Request to Use Cash Collateral to be served upon counsel listed below electronically through the Court's CM/ECF System and via first class mail and electronic mail. Eric J. Snyder, Esq. John Stauder, Esq. Wilk Auslander LLP 1515 Broadway New York, NY esnyder@wilkauslander.com jstauder@wilkauslander.com Counsel for Certain Dealers Christopher A. Ward, Esq. Polsinelli Shughart, PC 222 Delaware Avenue, Suite 1101 Wilmington, DE cward@polsinelli.com Counsel for Certain Dealers Charles M. Tatelbaum, Esq. Hinshaw & Culbertson LLP One E. Broward Blvd., #1010 Ft. Lauderdale, FL ctatelbaum@hinshawlaw.com Counsel for Ally Financial, Inc. Elizabeth Weller, Esq. Lineberger Goggan Blair & Sampson, LLP 2323 Bryan Street, Suite 1600 Dallas, TX dallas.bankruptcy@publicans.com Counsel to Rockwall CAD and Rockwall County Scott Thomas Earle, Esq. Cohen Seglias Pallas Greenhall & Furman, PC Nemours Bldg., Suite Orange Street Wilmington, DE searle@cohenseglias.com Counsel for Ally Financial, Inc. Joseph Kots, Esq. Commonwealth of Pennsylvania Dept. of Labor and Industry Reading Bankruptcy & Compliance Unit 625 Cherry Street, Room 203 Reading, PA ra-li-ucts-bankhbg@state.pa.us Counsel for Office of Unemployment Compensation Tax Services, Dept. of Labor & Industry, Commonwealth of Pennsylvania SL v

51 Case CSS Doc 48-4 Filed 02/24/12 Page 2 of 2 Peter J. Duhig, Esq. Buchanan Ingersoll & Rooney PC 1105 N. Market Street, Suite 1900 Wilmington, DE peter.duhig@bipc.com Counsel to Cat Logistics David Buchbinder Office of the United States Trustee 844 King Street Suite 2207 Wilmington, DE David.L.Buchbinder@usdoj.gov William L. Norton, III Bradley Arant Boult Cummings, LLP 1600 Division Street, Suite 700 Nashville, TN bnorton@babc.com Counsel to Cat Logistics Jane M. Leamy Office of the United States Trustee 844 King Street Suite 2207 Wilmington, DE Jane.M.Leamy@usdoj.gov /s/ Joseph H. Huston, Jr. Joseph H. Huston, Jr. SL v