IN THE UNITED STATES BANKRUPTCY COURT FOR THE …upshotservices.s3.amazonaws.com/files/6829f6a5-2875-4b9d-b36d-… · Debtors’ capital structure and in negotiating with the holders

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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: Suntech America, Inc., et al., 1

Debtors.

Chapter 11 Case No. 15-10054 (CSS) Jointly Administered Hearing Date: March 17, 2015 at 10:00 a.m. (ET) Objection Deadline: March 10, 2015 at 4:00 p.m. (ET)

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER & HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

The Official Committee of Unsecured Creditors (the “Committee”) of Suntech

America, Inc. and Suntech Arizona, Inc. (collectively, the “Debtors”), submits this application

(the “Application”) for entry of an order pursuant to sections 105, 328(a) and 1103 of title 11 of

the United States Code (11 U.S.C. §§ 101 et. seq. as amended, the “Bankruptcy Code”), Rules

2014(a) and 2016 of the Federal Rules of Bankruptcy Procedure (the “Bankruptcy Rules”), and

Rule 2014-1 of the Local Rules of Bankruptcy Practice and Procedure of the United States

Bankruptcy Court for the District of Delaware (the “Local Rules”) authorizing the Committee to

retain Sheppard Mullin Richter & Hampton LLP (“Sheppard Mullin”) as its lead counsel in the

Debtors’ chapter 11 cases, nunc pro tunc to January 22, 2015. In support of this Application, the

Committee respectfully states as follows:

JURISDICTION AND VENUE

1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C.

§§ 157 and 1334. Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409. This

1 The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax identification numbers, are Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 501 Second Street, Suite 575, San Francisco, CA 94107.

Case 15-10054-CSS Doc 105 Filed 02/20/15 Page 1 of 10

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matter is a core proceeding pursuant to 28 U.S.C. § 157(b). The statutory and rule predicates for

the relief requested herein are Bankruptcy Code sections 328(a) and 1103(a), Bankruptcy Rule

2014, and Local Rule 2014-1.2

BACKGROUND

2. On January 12, 2015 (the “Petition Date”), each of the Debtors filed a

voluntary petition for relief under chapter 11 of the Bankruptcy Code. On January 13, 2015, the

Court entered an order providing for the joint administration of the Debtors’ chapter 11 cases for

procedural purposes only pursuant to Bankruptcy Rule 1015.

3. On January 22, 2015, pursuant to Bankruptcy Code section 1102, the

United States Trustee for the District of Delaware (the “U.S. Trustee”) appointed the Committee.

The Committee is currently comprised of the following three members: (i) Gintech Energy

Corp.; (ii) Wuxi Suntech Power Co., Ltd.; and (iii) The Solyndra Residual Trust.

4. Also on January 22, 2015 (the “Retention Date”), pursuant to Bankruptcy

Code section 1103(a), the Committee selected Sheppard Mullin to serve as lead counsel to the

Committee and Pepper Hamilton LLP (“Pepper Hamilton”) to serve as its Delaware counsel.3

RELIEF REQUESTED

5. By this application, the Committee respectfully requests that this Court

enter an order authorizing the Committee to employ and retain Sheppard Mullin, as its lead

counsel, pursuant to Bankruptcy Code sections 105, 328(a) and 1103(a), effective as of the

Retention Date.

2 Pursuant to Local Rule 9013(f), the Committee hereby consents to the entry of final orders or judgments by the Court if it is determined that the Court, absent consent of the parties, cannot enter final orders or judgments consistent with Article III of the Unites States Constitution.

3 An application of the Committee to retain and employ local Delaware counsel, Pepper Hamilton, has been filed simultaneously herewith.


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QUALIFICATIONS

6. The Committee seeks to retain Sheppard Mullin because of the firm’s

experience and knowledge in the field of debtor and creditor rights and business reorganizations

under chapter 11 of the Bankruptcy Code. The Committee believes that Sheppard Mullin and its

attorneys are particularly well suited for the type of representation required by the Committee

because of their substantial experience appearing before courts in this District and their

substantial experience representing committees and creditors in complex bankruptcy cases.

7. Accordingly, the Committee has determined that Sheppard Mullin and its

attorneys have the resources and experience necessary to deal effectively with many of the

potential legal issues that may arise in the context of the Debtors' chapter 11 cases. The

Committee believes that Sheppard Mullin’s employment is in the best interest of the Committee

and its constituents. Thus, the Committee desires that Sheppard Mullin represent them as lead

counsel in connection with these cases.

COMPLIANCE WITH UST GUIDELINES

8. As required by the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “UST Guidelines”), Sheppard Mullin

responds to the questions set forth in Section D of the UST Guidelines as follows:

a. Sheppard Mullin did not agree to a variation of its standard or customary billing arrangement for this engagement;

b. None of the professionals included in this engagement have varied their rate based on the geographic location of these chapter 11 cases;

c. Sheppard Mullin did not represent the Committee prior to the Petition Date; and


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d. Sheppard Mullin intends to negotiate an acceptable budget with the Committee. The Committee has approved Sheppard Mullin’s proposed rates and staffing plan (as described more fully below).

SCOPE OF EMPLOYMENT

9. The Committee respectfully submits that it will be necessary to employ

and retain Sheppard Mullin as its lead counsel to provide, among other things, the following

assistance in coordination with the Committee’s local Delaware counsel:

a. Advise the Committee with respect to its rights, duties and powers in these cases;

b. Assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases;

c. Attend meetings and negotiate with representatives of the Debtors and other parties in interest;

d. Assist the Committee in analyzing the claims of the Debtors’ creditors and the Debtors’ capital structure and in negotiating with the holders of claims and, if appropriate, equity interests;

e. Assist the Committee’s investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors’ business;

f. Assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a disclosure statement and plan of reorganization or liquidation for the Debtors;

g. Assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases;

h. Represent the Committee at all hearings and other proceedings;

i. Review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court;

j. Negotiate with the key constituents in furtherance of the development of a chapter 11 liquidating plan, either co-sponsored, supported or not supported by the Debtors;

k. Assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; and


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l. Perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code.

10. Sheppard Mullin intends to work closely with Pepper Hamilton to ensure

that there is no unnecessary duplication of services performed or charged to the Debtors’ estates

in connection with representation of the Committee.

SHEPPARD MULLIN DISINTERESTEDNESS

11. Upon information and belief, and except to the extent set forth in the

Affidavit of Craig A. Wolfe in Support of the Application (the “Wolfe Affidavit”), Sheppard

Mullin does not represent and does not hold any interest adverse to the Debtors’ estates or their

creditors in the matters upon which Sheppard Mullin is to be engaged. However, Sheppard

Mullin is a large firm with a national practice and does represent and has represented, certain of

the Debtors’ creditors or other parties-in-interest in matters unrelated to these cases as set forth in

Wolfe Affidavit filed concurrently herewith. Specifically, and as disclosed further in the Wolfe

Affidavit, Sheppard Mullin represented (1) Suntech America, Inc. approximately four years ago

in a limited capacity, which engagement lasted approximately one year and resulted in total fees

and expenses paid, in full, in the amount of less than $106,000; and (2) Wuxi Suntech Power

Co., Ltd. (“Wuxi”), a creditor of both of the Debtors and the chair of the Committee, which

representation resulted in fees and expenses of less than $37,000 having been fully paid, and

which representation included (i) advice on information requests made of Wuxi, (ii) general

corporate advice, and (iii) the general status of and public filings in connection with the

insolvency proceedings of the Debtors and its affiliated entities. Additional “connections” to

other creditors, potential stakeholders and parties in interest are disclosed in the Wolfe Affidavit.


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PROFESSIONAL COMPENSATION

12. Section 328(a) of the Bankruptcy Code authorizes the employment by the

Committee of a professional person on any reasonable terms and conditions of employment,

including on an hourly basis. See 11 U.S.C. § 328(a). Subject to this Court’s approval,

Sheppard Mullin will charge for its legal services on an hourly basis in accordance with its

ordinary and customary hourly rates in effect on the date such services are rendered and for its

actual, reasonable and necessary out-of-pocket disbursements incurred in connection therewith,

as set forth in the annexed Wolfe Affidavit.

13. The identities and hourly rates currently charged by the Sheppard Mullin

attorneys and paraprofessionals staffed on this case, subject to modification depending upon

further development, are as set forth below4:

Name Title Hourly Rate

Craig A. Wolfe

Partner $6905

Malani J. Cademartori

Partner $685

Evan Zisholtz

Associate $610

Shantel D. Watters

Law Clerk $335

14. Sheppard Mullin’s attorneys and paraprofessionals bill their time in one-

tenth hour increments.

15. The Committee submits that these rates are reasonable.

4 Sheppard Mullin has agreed to comply with the budget and staff reporting requirements contained in the UST Guidelines solely in connection with the Debtors’ chapter 11 cases. The decision to accept these requirements was based exclusively on the facts and circumstances of the Debtors’ chapter 11 cases and Sheppard Mullin fully reserves the right to object to such requirements, or any other requirements contained in the UST Guidelines in future cases should it determine that it is appropriate to do so.

5 This hourly rate for Craig Wolfe has been established for his representation of creditors’ committees and is $40 lower than his standard hourly rate for non-committee engagements.


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16. The Committee understands that from time to time, it may be necessary

for professionals and paraprofessionals employed by Sheppard Mullin, other than those set forth

above, to provide services to the Committee. The Committee further understands that the hourly

rates reflected above may be subject to periodic adjustments (typically on January 1 of each

year) to reflect economic and other conditions.

17. Except as disclosed in footnote 5 below, the hourly rates set forth above

are Sheppard Mullin’s standard hourly rates for legal work of this nature both inside and outside

of the bankruptcy context. These rates are set at a level designed to fairly compensate Sheppard

Mullin for its work and to cover fixed and routine overhead expenses. It is Sheppard Mullin’s

policy to charge its clients in all areas of practice for all other expenses incurred in connection

with the client’s case. The expenses charged to clients include, among other things, mail and

express mail charges, special or hand delivery charges, document processing, photocopying and

printing charges, travel expenses, expenses for working meals, computerized research, and

transcription costs, as well as non-ordinary overhead expenses such as overtime for secretarial

personnel and other staff. Sheppard Mullin will charge the Debtors’ estates for these expenses in

a manner and at rates consistent with charges made generally to Sheppard Mullin’s clients

outside of bankruptcy. Sheppard Mullin believes that these expenses should be fairly charged to

the clients incurring them rather than increasing hourly rates and spreading expenses among all

clients. In addition, Sheppard Mullin intends to seek compensation for all time and expenses

associated with its retention in accordance with sections 330 and 331 of the Bankruptcy Code

and any orders of this Court, including the preparation of this Application, the Wolfe Affidavit,

and related documents, as well as any monthly fee statements or interim or final fee applications

and related issues.


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18. There is no proposed arrangement to compensate Sheppard Mullin that is

different than that set forth herein. Sheppard Mullin has not shared, nor agreed to share, (a) any

compensation it has received or may receive with any other party or person, other than with the

partners and associates of Sheppard Mullin, or (b) any compensation another person or party has

received or may receive.

19. The Committee requests that all legal fees and related costs and expenses

incurred by the Committee on account of services rendered by Sheppard Mullin in these cases be

paid as administrative expenses of the estates. Sheppard Mullin intends to apply to the Court for

allowance of compensation and reimbursement of expenses in accordance with applicable

provisions of the Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders

entered by this Court. The Committee, subject to the provisions of the Bankruptcy Code, the

Bankruptcy Rules and any orders entered by this Court, proposes to pay Sheppard Mullin its

customary hourly rates in effect from time to time as set forth in Declaration of Dongxia Hang as

Representative of Wuxi Suntech Power Co., Ltd. in Support of the Application (the “Committee

Chairman Declaration”) filed concurrently herewith.

20. Because of the extensive legal services that may be necessary in these

cases, and the fact that the full nature and extent of such services are not known at this time, the

Committee believes that the employment of Sheppard Mullin to serve as lead counsel to the

Committee is appropriate and in the best interests of the unsecured creditor body that the

Committee represents.

REQUEST FOR APPROVAL NUNC PRO TUNC

21. The Committee requests that Sheppard Mullin’s retention be made

effective as of January 22, 2015 (i.e., the Retention Date) in order to allow Sheppard Mullin to

be compensated for the work it performed for the Committee as of and following the Retention


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Date and prior to the Court's consideration and approval of this Application. Due to the size and

complex nature of these chapter 11 cases and the insolvency proceedings and liquidations of the

Debtors’ various global affiliates, as well as the significant issues that have arisen at the early

stages of these chapter 11 cases, there was an immediate need for Sheppard Mullin to perform

services for the Committee. Accordingly, immediately upon the selection of Sheppard Mullin as

lead counsel to the Committee on the Retention Date, Sheppard Mullin turned its attention to

urgent matters including, but not limited to, addressing a variety of issues relating to certain

motions filed on and shortly after the Petition Date, including without limitation, the Motion For

Sale of Property Free and Clear of Liens under Section 363(f) [Docket No. 32]. The Committee

submits that under the circumstances, and to avoid irreparable harm to the Committee and the

unsecured creditors that may have occurred if Sheppard Mullin was not immediately retained

and deployed, retroactive approval to the Retention Date is warranted. See, e.g., F/S Airlease II,

Inc. v. Simon (In re F/S Airlease II, Inc.), 844 F.2d 99, 103 (3d Cir. 1988), cert. denied, 88 U.S.

852 (1988); Indian River Homes, Inc. v. Sussex Trust Co., 108 B.R. 46, 51 (D. Del. 1989).

NOTICE

22. Notice of the Application, including the Wolfe Affidavit and the

Committee Chairman Declaration attached hereto, has been given to: (a) each member of the

Committee; (b) the Debtors; (c) proposed counsel to the Debtors, Richards Layton & Finger,

P.A. (Attn: Mark D. Collins, Esq.); (d) the Office of the United States Trustee for the District of

Delaware; and (e) all parties requesting notice pursuant to Bankruptcy Rule 2002. The

Committee respectfully submits that, in light of the nature of the relief requested herein, no

further notice is necessary or required.

23. No previous application for the relief herein has been made to this or to

any other court.


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WHEREFORE, the Committee requests that an order be entered authorizing it to

retain Sheppard Mullin to represent it in these proceedings, nunc pro tunc to January 22, 2015,

and providing the Committee such other and further relief as the Court may deem just and

proper.

Dated: February 20, 2015 New York, New York

Respectfully Submitted SCHIFF HARDIN LLP, Attorneys for Wuxi Suntech Power Co. Ltd., in its capacity as Committee Chairperson and not in its individual capacity /s/ Louis T. Delucia Louis T. Delucia 666 Fifth Avenue New York, New York 10103 Telephone: (212) 753-5000 Facsimile: (212) 753-5044 Email: [email protected]


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In re: Suntech America, Inc., et al., 1

Debtors.

Chapter 11 Case No. 15-10054 (CSS) Jointly Administered Hearing Date: March 17, 2015 at 10:00 a.m. (ET) Objection Deadline: March 10, 2015 at 4:00 p.m. (ET)

NOTICE OF APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER &

HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

PLEASE TAKE NOTICE that, on February 20, 2015, the Office Committee of Unsecured Creditors (the “Committee”) of the above-captioned debtors and debtors-in-possession (the “Debtors”) filed the Application of the Official Committee of Unsecured Creditors to Retain and Employ Sheppard Mullin Richter & Hampton LLP, as Lead Counsel, Nunc Pro Tunc to January 22, 2015 (the “Application”).

PLEASE TAKE FURTHER NOTICE that any objection or response to the Application must be (i) filed with the Clerk of the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, Delaware 19801, on or before March 10, 2015 at 4:00 p.m. (Eastern Time) (the “Objection Deadline”) and (ii) served so as to be actually received no later than the Objection Deadline by the undersigned proposed counsel to the Committee.

PLEASE TAKE FURTHER NOTICE that a hearing to consider the Application is scheduled to be held before the Honorable Christopher S. Sontchi, United States Bankruptcy Judge, at the United States Bankruptcy Court for the District of Delaware, 5th Floor, Courtroom No. 6, 824 Market Street, Wilmington, Delaware 19801 on March 17, 2015 at 10:00 a.m. (Eastern Time).

PLEASE TAKE FURTHER NOTICE THAT IF YOU FAIL TO RESPOND TO THE APPLICATION IN ACCORDANCE WITH THIS NOTICE, THE BANKRUPTCY COURT MAY GRANT THE RELIEF REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR OPPORTUNITY FOR A HEARING.


Case 15-10054-CSS Doc 105-1 Filed 02/20/15 Page 1 of 2

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Dated: February 20, 2015 PEPPER HAMILTON LLP Wilmington, Delaware

/s/ John H. Schanne II David M. Fournier (DE No. 2812) Donald J. Detweiler (DE No. 3087) John H. Schanne II (DE No. 5260) Hercules Plaza, Suite 5100 1313 N. Market Street Wilmington, Delaware 19899-1709 Telephone: (302) 777-6500 Facsimile: (302) 421-8390 Email: [email protected]

[email protected] [email protected]

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SHEPPARD, MULLIN, RICHTER & HAMPTON LLP Craig A. Wolfe Malani J. Cademartori 30 Rockefeller Plaza New York, New York 10112 Telephone: (212) 653-8700 Facsimile: (212) 653-8701 Email: [email protected]

[email protected]

Proposed Co-Counsel for the Official Committee of Unsecured Creditors of Suntech America, Inc., et al.


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In re: SUNTECH AMERICA, INC., et al., 1

Debtors.

Chapter 11 Case No. 15-10054 (CSS) Jointly Administered

AFFIDAVIT OF CRAIG A. WOLFE IN SUPPORT OF THE

APPLICATION OF THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER &

HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

I, Craig A. Wolfe, being duly sworn, state as follows::

1. I am a partner of the law firm of Sheppard Mullin Richter & Hampton,

LLP (“Sheppard Mullin”), which maintains offices at 30 Rockefeller Plaza, New York, New

York 10112.

2. This Affidavit (the “Affidavit”) is being submitted in support of the

Application of the Official Committee of Unsecured Creditors of Suntech America, Inc. and

Suntech Arizona, Inc. (the “Debtors”) to Retain and Employ Sheppard Mullin Richter &

Hampton LLP, as Lead Counsel, Nunc Pro Tunc to January 22, 2015 (the “Application”). I

make this Affidavit pursuant to sections 328(a) and 1103(b) of the Bankruptcy Code, Bankruptcy

Rule 2014 and Local Rule 2014-1. All capitalized terms not defined herein shall have the

meanings ascribed to them in the Application.

3. Unless otherwise stated, I have personal knowledge of the facts set forth

hereinafter. To the extent that any information disclosed herein requires amendment or

1 The Debtors in these Chapter 11 Cases, along with the last four digits of the Debtors’ federal tax

identification numbers, are Suntech America, Inc. (9235) and Suntech Arizona, Inc. (0353). The Debtors’ mailing address is 501 Second Street, Suite 575, San Francisco, CA 94107.


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modification upon Sheppard Mullin’s completion of further analysis or as additional party-in-

interest information becomes available to me, I will submit a supplemental verified statement to

this Court.

SHEPPARD MULLIN’S PROCEDURES

4. In preparing this Affidavit, I utilized a set of procedures established by

Sheppard Mullin to ensure compliance with the Bankruptcy Code, Bankruptcy Rules and Local

Rules regarding the employment of professionals serving bankruptcy estates under the

Bankruptcy Code.

5. Sheppard Mullin maintains and systematically updates its conflicts search

system in the regular course of business of the firm, and it is the regular practice of the firm to

make and maintain these records. The conflict check system is designed to include: (i) every

matter for which the firm is now or has been engaged; (ii) the entity by which the firm is now or

has been engaged; (iii) the identity of known related parties; (iv) the identity of known adverse

parties; and (v) the identity of the attorney in the firm that is knowledgeable about the matter.

6. In accordance with Sheppard Mullin’s policies, no new matters may be

accepted or opened within the firm without completing and submitting to those charged with

maintaining the conflict check system and adverse party index the information necessary to

check each such matter for conflicts, including the identity of the prospective client, the matter

description and the identity of related and adverse parties. Accordingly, the database is regularly

updated for every new matter undertaken by Sheppard Mullin. The scope of the system is a

function of the completeness and accuracy of the information submitted by the attorney opening

a new matter.


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7. In connection with Sheppard Mullin’s disclosure obligations in these

cases, I caused to be submitted for review under the firm’s conflict check system a list of the

following parties in interest in these cases: (1) the parties in interest identified on a conflict

search list provided by Debtors’ counsel; (2) a list of non-Debtor affiliates identified from a

corporate chart provided by the Debtors, and (3) a number of additional parties that warranted a

conflict review that I personally identified through my investigation of the Debtors over the past

few weeks (collectively, the “Searched Parties”). A list of the Searched Parties is attached to this

Affidavit as Exhibit 1. I then supervised the comparison of the Search Parties to the names that

Sheppard Mullin has compiled into its conflict check system and adverse party index. Any

matches between Sheppard Mullin’s conflict check system and the Searched Parties were

identified (“Client Match List”). The Client Match List is attached hereto as Exhibit 2.

8. From time to time, Sheppard Mullin will update its disclosures as

necessary.

SHEPPARD MULLIN’S CONNECTIONS

9. Sheppard Mullin represented in the past, currently represents, and/or may

represent in the future the entities listed on Exhibit 2. Certain of the entities listed on Exhibit 2

are former or inactive clients at this time. I supervised an inquiry, where appropriate, of the

respective Sheppard Mullin personnel responsible for the current or former matters identified on

Exhibit 2 to verify that Sheppard Mullin does not represent or hold an interest adverse to the

interests of the estates or otherwise in connection with the Debtors or these chapter 11 cases.

10. In addition, I supervised an inquiry regarding whether any of those entities

appearing on the Client Match List represented, individually, more than 1% of the revenue of the

firm in the past calendar year. Except as otherwise provided herein, the revenues derived from


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each of the entities appearing on Exhibit 2 represents less than 1% of the firm’s revenues during

the past calendar year.

11. In accordance with Bankruptcy Rule 2014(a), Sheppard Mullin hereby

discloses its connections with the Debtors, their creditors, all other parties-in-interest, and their

respective attorneys as follows.

a. Sheppard Mullin began representing the Committee on January 22, 2015.

b. Sheppard Mullin is anticipating being paid by the Debtors or their estates for Sheppard Mullin’s services at the rates it usually charges for such services, to the extent allowed by the Court after application, notice, and hearing in accordance with the applicable provisions of the Bankruptcy Code, Bankruptcy Rules and Local Rules.

c. Sheppard Mullin is not a creditor of the Debtors and no longer has any direct or indirect relationship to, current connection with, or interest in the Debtors, their affiliates listed on Exhibit 1, or thethe Debtors’ officers and directors.

d. Except as disclosed herein or on Exhibit 2 attached hereto, Sheppard Mullin has no prior connections with the Debtors.

e. Except as disclosed herein or on Exhibit 2 attached hereto, Sheppard Mullin has no direct or indirect relationship to, current connection with, or interest in the creditors of any of the Debtors.

12. In addition to the disclosures set forth on Exhibit 2, Sheppard Mullin

makes the specific following disclosures:

13. Prior Representation of Debtor. The firm previously advised Suntech

Power Holdings, Co. Ltd. on regulatory matters regarding whether the manufacturing of solar

panels at the Suntech Arizona, Inc. facility in Goodyear, Arizona constituted a “substantial

transformation” that would qualify the solar panels produced at that facility as U.S. products for

purposes of certain U.S. Government funded programs. Although the engagement letter was

originally signed by the General Counsel of Suntech America, Inc. on March 28, 2011, the

advice was provided to Suntech Power Holdings, Co. Ltd. The engagement began in or about


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March 2011 and ended in or about March 2012. During the life of the engagement, Sheppard

Mullin billed and collected approximately $106,000.00. No work has been performed for and no

advice has been given to Suntech Power Holdings, Co. Ltd. or with respect to either of the

Debtors since March of 2012. The firm closed the file on this client well before the filing of the

Debtors’ chapter 11 petitions.

14. Prior Representation of Wuxi Suntech Power Co. Ltd. Sheppard Mullin

has, in the past, provided information and/or advice to Wuxi Suntech Power Co. Ltd., (the

Committee chairperson and large creditor of both Debtors (“Wuxi”)) regarding (i) the general

status of and public filings in connection with the insolvency proceedings of the Debtors and its

affiliated entities (collectively, the “Suntech Group”), (ii) with respect to information requests

pertaining to various entities in the Suntech Group, and (iii) general corporate advice. The total

fees and expenses charged were approximately $36,000 and that amount has been fully paid and

the matter is closed. By agreement with Wuxi, Sheppard Mullin no longer represents Wuxi in

connection with the Debtors or any of their affiliates. I understand that Schiff Hardin LLP is

representing Wuxi in connection with these chapter 11 cases as Schiff Hardin LLP has been on

each weekly Committee call with a Wuxi business person from China. Sheppard Mullin did not

represent Wuxi in connection with the litigation against the Debtors initiated in Arizona or

anywhere else. I understand Wuxi had other counsel in that litigation. Even though Sheppard

Mullin’s prior representation of Wuxi was limited, Sheppard Mullin has decided to put in place

an ethical wall and related screening procedures intended to prevent attorneys and staff with any

responsibility whatsoever in the Wuxi matters involving the Debtors or their affiliates from (i)

accessing files, and (ii) discussing any non-public information, related to the Debtors.


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15. Sempra Representation. Although the firm has not represented in the past

and does not currently represent or intend to represent Sempra Energy (“Sempra”) with respect

to any matters related to or connected with the Debtors or any other entities in the Suntech

Group, Sempra is a significant client of the firm, representing 1.06% of the firm’s total revenue.

Accordingly, to the extent there would ever be any need for the Committee to commence any

adversary pleading or contested matter against Sempra or to intervene in any such action against

Sempra, the Committee will rely on Pepper Hamilton, as local and conflicts counsel, to handle

that matter.

16. Prior Solyndra Representation. The firm provided limited advice to

Solyndra, Inc. prior to the filing of its chapter 11 petition on September 6, 2011 in the District of

Delaware, in connection with matters unrelated to the Debtors or any of their affiliates. Those

matters included miscellaneous corporate advice and a minor customer dispute. During the life

of the engagement, Sheppard Mullin billed and collected less than $80,000.00. No work has

been performed for and no advice has been given to Solyndra, Inc. since 2011. The firm closed

all files on this client well before the filing of the Debtors’ chapter 11 petitions.

17. As part of its everyday practice as a large international law firm, Sheppard

Mullin appears in numerous bankruptcy, litigation and other cases, proceedings and transactions,

in which it has worked and is working with and against numerous attorneys, accountants,

financial consultants, investment bankers and other professionals who represent or may in the

future represent creditors or other parties-in-interest in these cases. Sheppard Mullin will only be

representing the Committee in these chapter 11 cases, and no other parties. Yet Sheppard Mullin

reserves the right to represent a successor in interest to the Committee or the unsecured creditors


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that is formed pursuant to a confirmed plan in these chapter 11 cases or a creditor trust

agreement.

18. Except as disclosed herein, Sheppard Mullin has not in the past

represented, does not currently represent, and will not in the future represent, any of the entities

listed on Exhibit 2 in connection with these cases or in any matter adverse to the Debtors.

19. In connection with my further diligence to assess any conflicts of interest

and the firm’s disinterestedness, I sent an e-mail to each partner of Sheppard Mullin to verify

whether any partner has an interest in, claim against or other personal connection to the (i)

Debtors; (ii) current and former known directors or officers of the Debtors; or (iii) any of the

Debtors’ affiliates or largest holders of equity or warrants in the Debtors, within two years from

the date of the filing of the Debtors’ petitions. Based on that inquiry, I understand that none of

the partners of Sheppard Mullin have an interest in, claim against or other personal connection to

any of the (i) Debtors; (ii) current and former known directors or officers of the Debtors; or (iii)

he Debtors’ affiliates or largest holders of equity or warrants in the Debtors within such time

period.

20. I further sent a separate e-mail to all attorneys at Sheppard Mullin to

verify whether any attorney has any connections to the Judges of the United States Bankruptcy

Court for the District of Delaware or the U.S. Trustee or any other employee of the Wilmington

office of the U.S. Trustee or the Office of the U.S. Trustee for Region 3 (collectively, the “U.S.

Trustee”). As a result, I have ascertained that there is no connection, as such term is utilized in

Bankruptcy Rule 2014(a), between Sheppard Mullin or any of the attorneys employed by

Sheppard Mullin and any of (i) the Judges of the United States Bankruptcy Court for the District

of Delaware, or (ii) the U.S. Trustee.


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21. Accordingly, to the best of my knowledge, information and belief, neither

I nor Sheppard Mullin, its partners, counsel and associates (a) are creditors, equity security

holders or insiders of the Debtors, (b) are and were, within two years before the Petition Date,

directors, officers or employees of the Debtors, (c) hold or represent any interest materially

adverse to the interest of the Debtors’ estates, or (d) are related to any Judge of this Court or the

U.S. Trustee.

22. Based upon the information available to me, after following the

procedures described herein, and except as otherwise described herein, neither Sheppard Mullin

nor any partner, associate, or counsel of the firm, insofar as I have been able to ascertain, holds

or represents any interest adverse to the Debtors or their estates. Accordingly, I believe that

Shepard Mullin is a “disinterested person” as that term is defined in section 101(14) of the

Bankruptcy Code.

23. If Sheppard Mullin discovers any information that is contrary to or

pertinent to any of the statements made herein, Sheppard Mullin will promptly disclose such

information to the Court by filing and serving a supplemental Affidavit on the United States

Trustee, counsel to the Debtors and all parties who have filed a notice of appearance in these

proceedings.

UST GUIDELINES

24. As required by the Guidelines for Reviewing Applications for

Compensation and Reimbursement of Expenses Filed Under 11 U.S.C. § 330 by Attorneys in

Larger Chapter 11 Cases, effective November 1, 2013 (the “U.S. Trustee Guidelines”),

Sheppard Mullin responds to the questions set forth in Section D of the U.S. Trustee Guidelines

as follows:


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a. Did you agree to any variations from, or alternatives to, your standard or customary billing arrangements for this engagement?

• Response: No (but see footnote 2 below).

b. Do any of the professionals included in this engagement vary their rate based on the geographic location of the bankruptcy case?

• Response: No.

c. If you represented the client in the 12 months prepetition, disclose your billing rates and material financial terms for the prepetition engagement, including any adjustments during the 12 months prepetition. If your billing rates and material financial terms have changed postpetition, explain the difference and the reasons for the difference.

• Response: Not applicable. Sheppard Mullin did not represent the Committee

during the prepetition period.

d. Has your client approved your prospective budget and staffing plan, and, if so, for what budget period?

Response: Sheppard Mullin advised the Committee of its tentative staffing plans at the January 22, 2015 formation meeting and supplemented that during a Committee call on January 26, 2015. With respect to a prospective budget, Sheppard Mullin is developing a budget based on the new information and strategies being developed by the Committee on a weekly basis. We will obtain approval of such budget and updated budgets by the Committee on a rolling basis.

SHEPPARD MULLIN’S FEES AND EXPENSES

25. Sheppard Mullin intends to apply to the Court for allowance of

compensation and reimbursement of expenses in accordance with applicable provisions of the

Bankruptcy Code, the Bankruptcy Rules, the Local Rules and any orders entered by this Court.

26. Sheppard Mullin intends to work closely with the representatives of the

Debtors and the other professionals retained by the Committee (including FTI Consulting and

Pepper Hamilton) to ensure that there is no unnecessary duplication of services performed or

charged to the Debtors’ estates.


-10-

27. Subject to this Court’s approval, Sheppard Mullin will charge for its legal

services on an hourly basis in accordance with its ordinary and customary hourly rates (which

rates are traditionally adjusted by Sheppard Mullin each January 1) in effect on the date such

services are rendered and for its actual, reasonable and necessary out-of-pocket disbursements

incurred in connection therewith. Attorneys and paraprofessionals of Sheppard Mullin bill their

time in one-tenth hour increments. The range of hourly rates currently charged by the Sheppard

Mullin attorneys and paraprofessionals staffed on this case, subject to modification depending

upon further development, are as set forth below:

Name Title Hourly Rate

Craig A. Wolfe

Partner $6902

Malani J. Cademartori

Partner $685

Evan Zisholtz

Associate $610

Shantel D. Watters

Law Clerk $335

From time to time, it may be necessary for professionals and paraprofessionals employed by

Sheppard Mullin, other than those set forth above, to provide services to the Committee. The

range of hourly rates charged for Sheppard Mullin’s attorneys ranges from $190 to $1,010.

28. I hereby represent that Sheppard Mullin has not agreed to share with any

person (except attorneys and/or employees of Sheppard Mullin) the compensation to be paid for

the services rendered in these cases.

29. Sheppard Mullin has not received a retainer.

2 This hourly rate for Craig Wolfe has been established for his representation of creditors’ committees and is $40 lower than his standard hourly rate for non-committee engagements.


-11-

PROFESSIONAL SERVICES TO BE RENDERED BY SHEPPARD MULLIN

30. The professional services that Sheppard Mullin may render as counsel to

the Committee in coordination with proposed local counsel, Pepper Hamilton, include, without

limitation:

a. Advise the Committee with respect to its rights, duties and powers in these cases;

b. Assist and advise the Committee in its consultations with the Debtors relating to the administration of these cases;

c. Attend meeting and negotiate with representatives of the Debtors and other parties in interest;

d. Assist the Committee in analyzing the claims of the Debtors’ creditors and the Debtors’ capital structure and in negotiating with the holders of claims and, if appropriate, equity interests;

e. Assist the Committee’s investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors and other parties involved with the Debtors, and of the operation of the Debtors’ business;

f. Assist the Committee in its analysis of, and negotiations with the Debtors or any other third party concerning matters related to, among other things, the assumption or rejection of certain leases of non-residential real property and executory contracts, asset dispositions, financing transactions and the terms of a disclosure statement and plan of reorganization or liquidation for the Debtors;

g. Assist and advise the Committee as to its communications, if any, to the general creditor body regarding significant matters in these cases;

h. Represent the Committee at all hearings and other proceedings;

i. Review, analyze, and advise the Committee with respect to applications, orders, statements of operations and schedules filed with the Court;

j. Negotiate with the key constituents in furtherance of the development of a chapter 11 liquidating plan, either co-sponsored, supported or not supported by the Debtors

k. Assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee’s interests and objectives; and

l. Perform such other legal services as may be required and are deemed to be in the interests of the Committee in accordance with the Committee’s powers and duties as set forth in the Bankruptcy Code.


-12-

FURTHER DISCLOSURES

31. I will amend this statement promptly upon my learning that (i) any of the

within representations are incorrect or incomplete, or (ii) there is any change of circumstance

relating thereto.

I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE, INFORMATION AND BELIEF.

/s/ Craig A. Wolfe . Craig A. Wolfe, Esq.


EXHIBIT 1

Searched Parties

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Direct/Indirect Equity Owners • Suntech ES Holdings, Inc. • Suntech Power International Ltd. • Suntech Power (Cyprus) Co., Ltd. • Power Solar System Co., Ltd. • Suntech Power Holdings Co., Ltd.

Current and Former Officers/Directors

• Zhengron Shi • David He • Kurt Metzger • Michael Nacson • Deyong He • Michael Pearson • Robert Moon

Professionals/OCPs

• KPMG • Deloitte & Touche LLP • Fong Ko and Associates LLP • Grant Thornton UK LLP • Manke Haase Reichelt • Shearman & Sterling LLP • Mayer Brown LLP • Bryan Cave LLP • Gibbs Giden Locher Turner & Senet LLP • Hanson Bridget LLP • Hirsch & Westheimer P.C. • Holland and Hart LLP

Insurers

• Life Insurance Company of North America • Marsh (Beijing) Insurance Brokers Co., Ltc. • Marsh Risk & Insurance Serv. • Metropolitan Life Insurance Company • Minan Property and Casualty Insurance Company

Limited • Picc Property & Casualty Co., Ltd • Sunshine Insurance Group • Taiping General Insurance • The Hartford • Unum Life Insurance Company of America • XL Group Insurance • Yong An Insurance Company • Zurich Insurance Company

Governmental Authorities

• Arizona Corporation Commission • Arizona Department of Economic Security • Arizona-Mexico Commission • State Compensation Insurance Fund, California • New York State Unemployment Insurance • Orange City Fire Authority • Securities and Exchange Commission • Department of Labor & Industries

Top 20 Unsecured Creditors • Bank of China • California State Board of Equalization • Centex • Changzhou Almaden Co., Ltd.

• Energy Conversion Devices, Inc. • Gintech Energy Corporation • Logistic Plus Inc. • O'Melveny and Myers LLP • Phoenix Packaging • Cameron Park Senior Living LLC • Pacific Oak Development, Inc. • Solyndra LLC • Specialized Technology Resources • Suntech Power Asia Pacific Limited • Tonglin Electric • Tonsan • US Customs and Border Protection • Harry Fleming • William & Cindy Kuffner • Wuxi Suntech Power Co., Ltd.

Taxing Authorities

• Arizona Department of Revenue • Franchise Tax Board • New York State Department of Taxation & Finance • San Francisco Tax Collector • Colorado State Treasurer • Florida Department of Revenue • Massachusetts Department of Revenue • North Carolina Department of Revenue • Pennsylvania Department of Revenue

Delaware Bankruptcy Judges

• Chief Judge Brendan L. Shannon • Judge Christopher S. Sontchi • Judge Kevin Gross • Judge Kevin J. Carey • Judge Mary F. Walrath • Judge Laurie Selber Silverstein

Office of the US Trustee, Region 3, Wilmington Office

• DeAngelis, Roberta A., US Trustee • Tinker, T. Patrick, Assistant US Trustee • Buchbinder, David • Dortch, Shakima L. • Fox, Timothy J. • Giordana, Diane • Green, Christine • Hackman, Benjamin • Heck, Jeffery • Kenney, Mark • Leamy, Jane • Murray, Tony • O’Malley, James R. • Panacio, Michael • Patton, Tiiara • Sarkessian, Juliet • Schepacarter, Richard • Vinson, Ramona • West, Michael • Wynn, Dion • Attix, Lauren

Litigation Parties

• Allen Matkins Leck Gamble Mallory & Natsis LLP


-14-

• Andy Phillips • Bingham McCutchen LLP • Brian & Jennifer Everett • Callanan, Rogers & Dzida LLP • Centerstone • Centex Homes • Christopher & Jennifer Pawlak • Clifford B. Chapman, Jr & April Chapman • Cooley Godward Kronish LLP • Daina & Ignacio Nolasco • Daniel Jr. and Robin L. Wallace, Trustees of the

Wallace Family Trust • Daniel/Kathy Sackl • Danni Itani • David & Ramona Guerra • David & Terri Evans • David Miller III & Vivian Miller • Dennis & Zan Kriegel • Don & Brenda Blom • Douglas Neville • Edward Eugene Snyder III and Judy Ann Snyder,

Trustee of the Snyder Family 2008 Revocable Trust • Fallon, Bixby, Cheng & Lee Inc. • Fox Rothschild LLP • Fulbright & Jaworski, LLP • G. J. Gardner Homes • Garrett & Gretchen Do • Grandall Law Firm (Shanghai) • Hickman, Palermo, Truong, and Becker, LLP • Hirschmann Law Group • Jacobacci, Avvocati, Avocats a La Cour • Janet Shelton • Jason S. Reynolds & Carrie Nay • Jeffery Perry • Jeitz & Goerens • Jennifer S. Kattman • Jerome & Kayla Simmons • Jim & Gailyn Miranda • Jones Day • K B Home • Klos Morel Vos & Schaap • Los & Stigter • Maples and Calder • Marc Sapoznik & Amy L. Aufdemberge • Mark & Tawnie Olson • Mesquite Solar I, LLC • Meyers, Nave, Riback, Silver, & Wilson PLC • Michael Cusanelli & Feng Yu Hsiao • Michael Wade Anderson and Jessica Rien

Anderson, Trustees of the 2008 Anderson Family Trust

• Millstone Peterson & Watts, LLP • Mintz Levin Cohn Ferris Glovsky and Popeo PC • Morrison & Foerster LLP • Osborn Maledon • Osler, Hoskin & Harcourt LLP • Patrick & Chelsie Lynch • Ponte Polermo • Quarles & Brady LLP • Quint & Thimmig LLP • Randy Russell • Rayhard Balingit

• Redentor & Joy Marinas • Robert Caputo • Robert J. Chaney • Robert/Sherry Ortiz • Rocky & Lisa Giannetta • Rocky Fasini and Christine Elizabeth Fasani,

Trustees of The Rocky and Christine Fasani Trust • Rodyk & Davidson LLP • Roger Yeh • Ryan & Danielle Huntington • Ryan Dressel • S & S Homes • Salans LLP • Saunders & Dolleymore LLP • Scott & Cynthia McElroy • Sean Docherty & Crysia Von Burg • Selma Arney & Andrew John Arney • Sempra Energy • Shauntae Houff • Sheppard Mullin Richter & Hampton LLP • Sideman & Bancroft LLP • Sidley Austin LLP • Sintel Communications • Snell & Wilmer, LLP • State of Texas • Stephon G. Allen • Sutton Law Firm • Syncon Homes • Tanya Hughes • Todd Wilson • Trina Solar Limited • Trina Solar (U.S.) Inc. • Ulrs, Inc. & Empire Recovery Systems, Inc. D/B/A • Vernon & Patty Fletcher • Wilson Homes/Alvarez • Wilson Homes/Cullers • Wilson Homes/Husack • Woods Family Trust • Yingli Green Energy Holdings Co., Ltd. • Yingli Green Energy Americas, Inc.

Non-Debtor Affiliates

• Suntech Power (Hong Kong) Co., Ltd. • Suntech Power Engineering Spain S.I. • Suntech Global Solar Funds Partners, Sarl • Power Solar System Pty. Ltd. • Suntech Europe Ltd • Suntech (China) Investment Co., Ltd. • Suntech Power Engineering Italy S.r.l. • Bright Path Holdings Limited • Suntech Power Italy Co., Srl • Suntech Power Holding GmbH • Wuxi Wontech Co., Ltd. • Wuxi Sunshine Power Co. • Global Solar Fund, S.C.A. SICAR • Suntech Power Development Co. Inc. • Suntech Power GmbH & Co. KG • KSL Kuttler Systems GmbH • Kuttler Automation Systems (Suzhou) Co., Ltd • Suntech Power Deutschland GmbH • Kuttler Technology (Hong Kong) Limited


-15-

Potential Creditors • Aaron Girvin • Aaron Karpaty • Academyx, Inc.

• Access Intelligence LLC

• Acco Engineered Systems

• Accountemps

• Accounting Principals, Inc.

• Ada Reyes • Adam Abatzis • Adam Green • Advanced Mobile Notary

• Alan Spilkin • Alan Wong • Albert Lai • Alejandro Villa • Alexander Felin • Alexis Moore • Alicia Pipkin • All Things Metal

• Allen Briscoe-Smith

• Allender Properties

• Allianz Global Corporate & Specialty AG

• Allied World Assurance Company

• Amanda Morgan • Amber Rees • Amendeep Phagura

• American Express

• American Management Association

• American Solar

• American Transportation Logistics Services, Inc.

• Amiee Balda • Amy Aufdemberge • Amy Pruden • Ana Pera • Andrea or Eric Latimer • Andrew Arney • Andrew Beebe • Andrew Cawte • Andrew Griffith • Andrew Guaraglia • Andrew Worm • Andy Vu • Angel Ortiz • Angelica Deiranieh • Angie Nguyen • Ankur Dhawan • Anlin Ting-Mason • Anna Abalos • Anna Tran • Anne Adrineda • Anne Marie Bisson • Anthony Chavarria • Antonino G Silanos

• Apics - American Production and Inventory Control Society

• Appirio Inc.

• Appleone Inc.

• Aps

• Arlene Aquilino • Arsenio Macaspac • AT&T

• AT&T Capital Services, Inc.

• AT&T Long Distance

• AT&T Mobility

• Atlas Material Testing Solutions

• Augusto Hagel • Avalon Risk Management Insurance Agency LLC

• Avant Resources

• Avaya Inc.

• Bank of America

• Bank of America, N.A.

• Bank of China Insurance Company

• Barbara Mcray • Bazzill Engraving Company

• Bear Data Solutions Inc.

• Beijing Tianshan New Materials Technology Company

• Bekins Moving Solutions

• Belinda Fuentebella

• Beneficial Administration LLC

• Beneflex

• Benetta Wilson

• Berlyn Calon

• Bernard Pugh

• Betsy Huntingdon

• Beverly Ferguson

• Bill Lau

• Blue Shield of California

• Bob Conshue

• Boulevard Inc.

• Brady Phelps

• Brandon Howard

• Brandon Morgan

• Breanna McMahon

• Brett Cecil

• Brett Rockers

• Brian Doughty

• Brian Keller

• Bridge Bank

• Brooke Hesseltine

• Brownink, Inc.

• Bruce Bitnoff

• Bruce Emerson

• Bryant Lee

• BT America Inc.

• Building Industry Credit Association

• Burg. Venn. BVBA Edwin Vermulst

• California Chamber of Commerce

• California Green Designs

• Canadian Standards Association

• Canon Financial Services Inc.

• Capitol Communications, Inc.

• Carol Ann Emquies


-16-

• Carol Cain-Hom

• Carol Reeves

• Caribbean Renewable Tech

• Cartwright's on Saguaro LLC

• Cary Fox

• Catherine Graham

• CDW

• Celestica LLC

• Central Parking Systems

• Century Link

• Ch Robinson Worldwide, Inc.

• Chad Hauenstein Design

• Championscott Partners

• Changzhou Amalek Dayton Corp.

• Channel Performance, Inc.

• Charissa Lee

• Charles Burke

• Charles Heinrichs

• Charles Wadkowski

• Cheng "Alex" Zhu

• Cheng Cheng

• Chengjiang Fu

• Cherie Chu

• Cheryl Davis

• Cheryl Dorsey

• Chester Brians

• China Coal Insurance Co., Ltd

• China Pacific Property Insurance Co., Ltd

• Chlic Chicago

• Chris Abbott

• Chris Camarena

• Chris Shepard

• Chris Sorenson

• Christiana Rattazzi

• Christopher Gleason

• CHSH

• Ciber

• Cigna (Medical)

• Cinda Property and Casualty Insurance Co., Ltd

• Cindy Garcia

• Cindy Shao

• Cindy Vinet

• Cintas

• Cisco Webex LLC

• City of Columbia

• City Pick Up & Delivery, Inc.

• Clara Ruiz

• Clarifacts Inc.

• Clark Cowden

• Clarke, Modet & C - Portugal

• Clarren Tilos

• Clas Information Systems, Inc.

• Classicplan Premium Financing Inc.

• Clear Task, Inc.

• Clement Chang

• Cloudwords, Inc.

• CMGRP, Inc.

• CNA Surety

• Cobra Plus Administrators, Inc.

• Colette E Sheehan

• Collyer Bristow

• Comcast

• Commerce & Finance Law Offices

• Computer Consulting Partners, Ltd.

• Concept Corporation

• Conder Chandler

• Consolidated Security Systems

• Construction Software Technologies, Inc.

• Contractors State License Board

• Control Risks

• Corner Office

• Cornerstone Communities

• Corodata Records Management Inc

• Corodata Shredding Inc

• Corporate Care

• Cox Communication Phoenix

• Cox Communications

• Craigslist

• Credit Management Association

• Crystal Huang

• CSHR Inc.

• Ct Corporation

• Ct Lien Solutions

• Cupertino Electric, Inc.

• Curtis Campbell

• Cushman & Wakefield (Agent For Symantec)

• Customized Storage Solutions & Hauling

• Dale Whitaker

• Dan Hendricks

• Dan Mcgrath

• Dan Moulton

• Dan Ponder

• Dan Pruden

• Daniel Turner

• Danny Nila

• Darrel Lawrence

• Darren Riesenweber

• Dave Stewart

• David Benson

• David Hyman

• David Jamica

• David King

• David Quach

• David Robinson

• David Tefera

• David Veach

• David Wiese

• Db Schenker


-17-

• Debbie Farmer

• Deborah Brown

• Deborah Ledford-Pettinger

• Deborah Lloyd

• Deborah Paris

• Debra Alvares

• Debra Dehrer

• Dennis Beesley

• Dennis Cogan

• Dennis Galang

• Dennis Moore

• Dennis Speciale

• Derek Henmi

• Dh Pace Company

• Diane Goldberg

• Dick Wattenpaugh

• Digital Green Media LLC

• Dirk Spencer

• Discovia

• Dominic Roma

• Don Morgan

• Donald Benke

• Donald Shelton

• Donna Gianunzio

• Dorcas Mateo

• Dr. Helen Papaconstantinou

• Dr. Nicolaus Ehinger

• Drew & Napier

• Duan & Duan

• Duke Realty Corporation

• Dun & Bradsheet, Inc.

• Dustyn Moyer

• Ecodirect, Inc.

• Ecr Management and Insurance Services

• Ecs Refining

• Ed Contreras

• Ed Nolasco

• Ed Schummer

• Ed Wallace

• Eddie Padilla

• Edward Bennett

• Edwin Feo

• Elemental Energy LLC DBA Sunetric

• Elite Expo Housing

• Elizabeth Gonzalez

• Ellen Chan

• Ellen May Lim

• Elzaburu

• Emily Johnson

• Enphase Energy, Inc.

• Enterprise Zone Program

• Eric Gibison

• Eric Ruiz

• Eric Sanchez

• Erin Bartucco

• Erin Mikelson

• Ernest Zeringue

• Erwin Medalle

• Essex Court Chambers

• Evan Hindman

• Expeditors

• Expeditors International of Washington, Inc.

• Expertise

• Exponent, Inc.

• Expotechnik

• Exterior Technologies DBA Extech

• Eyal Askenazi

• Farokh Deboo

• Fedex

• First Choice Services

• Fkex Print, Inc.

• Flash Messenger

• Flexprint, Inc.

• Florence Dibenedetto

• Florida Solar Energy Center

• Floyd A. Peede III

• Fontana 56 Investors, LLC

• Forward One, LLC

• Forward Technology Group, Inc.

• Frank Chan

• Frank Poole

• Fred Sovottka

• Fred Wagner

• Freddy Chan

• Fredreich Alinas

• Freiburg Management Marketing International

• Freightview LLC

• Fresno Cogeneration Partners L.P.

• Furama Tours & Travel, Inc.

• Gabriele Imbsen

• Gail Barham

• Galen White

• Garrett Zipp

• Gary Cole

• Gary Davis

• Gary Nelson

• Gavin Elkins

• General Credit Forms, Inc.

• Generation PV Inc.

• Geoffrey Cunningham

• Geoffrey Harmon

• Gernot Michalke

• Gerry Hawkins

• Gilbert Hilleary

• Gilmin Kakilala

• Give Something Back

• Glenna Rose Cambidor

• Global Alliance Corporation Ltd.


-18-

• Graham Evarts

• Greater Phoenix Economic Council

• Green Thinking (Services) Ltd

• Greencitizen, Inc.

• Greentech Media, Inc.

• Greg Martinez

• Greg McDermott

• Gregory Nery

• Groundwork

• GSolutionz, Inc.

• Gurdev Ghangas

• Gurdez Summan

• H&H Storage

• Haas & Najarian

• Hallie Gray

• Hanely Quidato

• Hans (Hanyu) Zheng

• Hawaiian Island Solar

• Heather Luikhart

• Heather Mardian

• Helen Chavez

• Helene Shaughnessy

• Hellman Worldwide Logistics, Inc.

• Henry Fong

• Henry Meier

• Herman Luch

• Herzog & Gozzi

• Hillary Gruber

• Hipolito Jamilan

• Horacio Correa

• Horizons at Indio

• Howard Gomes

• Hunt Building Co. Ltd

• Ian Sells

• Iheonu Oriaku

• Imas International GMBH

• Incorp Services, Inc.

• Incorporating Services Ltd

• Infiniti Travel Inc.

• Infocast

• Ink Works

• Inovateus Solar LLC

• Integro Insurance Brokers

• Interior Design Fair

• Intermedia

• International Data Group Inc

• International Sports Management Inc.

• Intersolar

• Interstate Renewable Energy Council, Inc.

• IP Networks Inc.

• Irene Linares

• Iris Chan

• J B Hunt Transport, Inc.

• J C Moving and Storage Inc.

• J.C. Moving Services

• Jack Hood

• Jack Liu

• Jackson Lewis

• Jadranka Hyatt

• Jake Wachman

• James Boyer

• James Dineen

• James Guisinger

• James Ishii General Contracting, Inc.

• James Madeull

• James Rehmann

• James Watson

• Jams Inc.

• Jane Ware

• Jason Dionisio

• Jason Fry

• Jason Somer

• Jean Charter

• Jeannie Obrien

• Jeff Grad

• Jeff Gwinn

• Jeff Skinner

• Jeff Vandemark

• Jeffery Rauch

• Jeffrey H Schneider

• Jeffrey Shubert

• Jeffry Chang

• Jenine Scontrino Weber

• Jenna Morris

• Jennifer O'Bryon

• Jennifer Polis

• Jennifer Sellers

• Jeremy Koonz

• Jeremy Tamayo

• Jerome Antonysamy

• Jerome Simons

• Jerry Bono

• Jiangsu Sun Photovoltaic

• Joan Schauder

• Joann Bjelland

• Joe Depinho

• Joe Liu

• Joel Jacobs

• John Duckworth

• John Husak

• John Kuehler or Melisa Bittencourt

• John Lefebvre

• John Moran

• John Morrill

• John Rafferty

• John Ryan

• John Simmons

• John Street


-19-

• Johnny Garcia

• Jonathan Becka

• Jonathan Le Fevre

• Jonathan Presson

• Jonathan Stone

• Joseph Earth

• Joseph Gorman

• Joseph Mendelow

• Josephine Blommer

• Joshua Markow

• Journey Hammond

• Julie Chao

• Julie Kehoe

• Julie L Hughes

• Juline Nguyen

• Julita Estabillo

• Julius Katz

• Justin Fecteau

• Justin Kobilis

• K Traces

• Kaiser Foundation Health Plan

• Kamal Duggirala

• Karandeep Singh

• Karen Bigham

• Karen Chew

• Karen Kovac

• Karen Shah-Mirany

• Karilyn Munz

• Karla Agrey

• Katheryn Uhlir

• Kathryn Losier

• Kathy Balough

• Kathy Dewerk

• Kay Albrigana

• Keith Christian

• Keith Davidson

• Keith Schneringer

• Kelly Bitzer

• Kelly Cieciorka

• Kelly Jones

• Ken Barling

• Kenneth Espell

• Kenneth J Delmonico

• Kenneth Lanning

• Kenneth Rosso

• Kerry Sorum

• Kevin & Yvette Forrester

• Kevin Lambert

• Kim (Vu) Nguyen

• Kim Liou

• Kim Taylor

• Kimberly Swan

• Kristin Neithercut

• Kroll Advisory Solutions

• Kuehne + Nagel

• Kyle Burak

• Lacey Carroll

• Ladies Who Lunch Catering and Events

• Landreth Harrison

• Langtech Systems

• Large-Scale Solar Association

• Larry Birk

• Larry Bustos

• Larry Stahl

• Lauren Ruggiero

• Lavoix

• Lawrence Hynek

• Leonard Noack

• Lina Villanueva

• Linda Lim

• Linda Wesson

• Linda Yee

• Liqiang Cheng

• Lisa Hilmes

• Liz Sidman

• Lloyd Rippey

• Logistics Plus Inc.

• Lon Huber

• Lou Ann Kay

• Luc Sou

• Lucid Design, Inc.

• Lucky Strike San Francisco, LLC

• Luke Johnson

• LWT, Inc.

• Lynette Mendoza

• Macanthony Cadatl

• Manulife Financial

• Mara Davis

• Marc Sapoznik & Amy L. Aufdemberge

• Marc Tremel

• Marcyn Lord

• Marilyn Peterson

• Marivic Malolos

• Mark & Tawnie Olson

• Mark Cullers

• Mark Griess

• Mark Mcphail

• Mark Ong

• Mark R Culpepper

• Marty McComas

• Marvin Moy

• Mary Anne R Brady

• Matt Flinn

• Matthew Anand

• Matthew Flecklin

• Matthew Leducq

• Matthew Okuma

• MBT Systems Ltd.


-20-

• MC2

• Mcmillan Electric Co.

• Mediacom

• Medithink, Inc.

• Mehnga Dosanjh

• Melanie Good

• Melodie Mcatee

• Melvin Barwick

• Merchant Service

• Mercury Solar Systems

• Mermen Austin

• Merrill Corporation Asia Limited

• Michael Darrett

• Michael Doud

• Michael Erikson

• Michael Ganotifi

• Michael Kutilek

• Michael Leonard

• Michael Mino

• Michael Norman

• Michael Roulet

• Michael Sponseller

• Michael Takacs

• Michael Tenette

• Michael Yaki

• Michal Dawes

• Michele Fadling

• Michele Sheffler

• Michelle Eddy

• Michelle Matthews

• Michelle Morrison-King

• Michelle Pelayo

• Mick Mcdaniel

• Miguel Corvacho

• Miguel Gallego

• Miguel Panti, Rosa Panti or Victor Montez

• Mike Blowmeyer

• Mike Butcher

• Mike Mcintyre

• Mike Mcneill

• Minitec Framing System, LLC

• Mitchel Whitman

• MMWD

• Mohammad Auwal

• Monica Franklin

• Montgomery Technologies, LLC

• Monticelli Painting and Decorating Inc.

• Morris Taylor

• Morrow Meadows Corporation

• Mossware LLC

• Mounir Itani

• Multi-Contact USA

• My Tran

• Nan Yang

• Nancy Pikul

• Nathan Cole

• National Association of Credit Management

• National Registered Agents, Inc

• Navigant Consulting

• Neal Holmlund

• Neil Woodmas

• Nelda Danetaras

• Netsuite, Inc.

• Netxposure, Inc.

• New Horizons Corporate

• New York Solar Energy Industries Association

• New York Solar Jobs Pac

• New York State Insurance Fund

• Newsouth Innovations Pty Ltd.

• Newton Software, Inc.

• Nexamp

• Nicholas Nahial

• Nicole Meek

• Niedermann

• Noah Ruiz

• Nomeh Maida

• Northgrid Solar Services Inc.

• Nvision Global Technology

• Oliver Y Huang

• Ontility

• OPF Partners

• Optus Corporation

• Orange Terrace Library

• Orkin, Inc.

• Orozco Transportation, Inc.

• Pacer Transportation Solutions

• Pacific Voice & Data LLC

• Pamela Garcia

• Paragon Legal Group P.C.

• Pascual Pimentel

• Patricia Delgatto

• Patricia Laguarida

• Patricia Lambrecht

• Patricia Qiu

• Patrick Cummings

• Patrick K Beck

• Patrick Mulcahy

• Paul Franz

• Paula Marzola

• Paychex Inc.

• Paychex-Hrs

• Pedro Gonzalez

• Peili Li

• Permacity Solar

• Perpetual Cit, LLC

• Pete Stroup

• Peter Hansen

• Peter Heald


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• Petty Cash

• Phil Terribilini

• Photon Consulting LLC

• Photon USA Corp.

• Pinnacle Inc.

• Pinnacle Intertech, Inc.

• Pitney Bowes Global Financial Services LLC

• Plant Manning

• Polly Shaw

• Ponderosa Homes

• Ponderosa Homes III, Inc.-3

• Ponte Palmero

• Portland Public School

• Prakash Goplan

• Preston Finney

• Print One

• Provenworks

• Psychic Jiangsu Electric Co., Ltd.

• Purchase Power

• Pushpanjalie Wijeratne

• PV America

• PV Evolution Labs

• Qing Wei

• Quantum Leap Productions, Inc.

• Radford Surveys & Consulting

• Raj Thangavelu

• Ralph Battle

• Randy Moreland

• Realtime Results

• Recurrent Energy

• Renee Silva

• Retc LLC

• Rhodora Loria

• Richard Bookbinder

• Richard Casteel

• Richard Farson

• Richard Hopkins

• Richard Monast

• Richard Warden

• Rick Kneeshaw

• Ricke Clark

• Rincon Band of San Luiseno Indians

• Roadrunner Transportation Services

• Rob Mastic

• Rob Nakamura

• Rob Reed

• Robert Barnes

• Robert Behl

• Robert Downing

• Robert Firtel

• Robert Half International

• Robert O'Flaherty

• Robert Patterson

• Roberta Hamilton

• Roberto Balingit

• Robin Wallace

• Robust

• Rocky Fasani

• Roger Efird

• Roger Perkins

• Roger Vecta

• Ronald Chenier

• Ronald Snow

• Ronaldo Kamura

• Rondha Clark

• Ross Frank

• RR Donnelley

• RR Donnelley Roman Financial

• Rsc Equipment Rental

• Rupindar Samra

• Russell Hornsby

• Ryan Rea

• Ryan Shang

• Ryan Shann

• Ryan Stansfield

• Ryomei Izumikawa

• Sagar Chokshi

• Salesforce Dot Com Inc.

• Sally Davis

• Samuel Elmer

• Samuel Murch

• San Francisco Giants

• San Francisco Plant Company

• Sandra Cha

• Sandra Cosentino

• Sandra Loughlin

• Sara Bachmann

• Sara Bettencourt

• Sarah Viegas-Todd

• Schenker Inc. (Los Angeles, California)

• Scott Blizzard

• Scott Esplean

• Scott Miller

• Scott Powley

• Scott Record

• Seac, LLC

• Sean Keith

• Seaside Construction

• Seatrade International Inc.

• Sebastian Mihailide

• Seia

• Sen Qu

• SEPA

• Service Corporation of Nacm

• Servicemaster by The Bay

• Seung Bach

• Shabad Puri

• Shalave Waite


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• Shanghai Frensworkz Software Techonology Co, Ltd.

• Sharon Sharp

• Shawn Williams

• Shelley Bahr

• Sherry or Richard Steiman

• Shred Works, Inc.

• Shurong Huang

• Sierra Elizabeth

• Silicon Valley Leadership Group

• Singapore Telecommunications Ltd

• Soa Projects, Inc.

• So-Cal Solar Inc

• Solar Electric Light Fund

• Solar Energy Industries Association California Pac

• Solar Energy Tradeshows, LLC

• Solar Power International

• Solar Power Partners

• Solarpark Korea

• Solideia Desouza

• Solomon Harris

• Soo Kang

• Sophia Mahe

• Sovereign Bank

• Spotlight Ticket Management

• Springhills Suites Louisville Downtown

• Stacey Knuthson

• Staples Business Advantage

• Stephen Rodgers

• Stephen Ron

• Steve Carll

• Steve Harris

• Steve Recchia

• Steve Ward

• Steven Chan

• Steven Lobe

• Steven Speck

• Stuart Stone

• Studio Legale Alleva & Associati

• Studio Legale Jacobacci Sterpi Francetti Regoli Se Hass & Associati

• Studley Inc.

• Sullivan Festeryga LLP

• Summer Shoemaker

• Summit Warehouse & Logistics

• Sunnydale Noval

• Suntech Arizona, Inc. (Interco)

• Suntech Power International

• Susanna Wilson

• Tapani or Kirsi Lindren

• Taverna Opa

• Tawana Lemus

• Taylor Wessing

• Team 5 Properties Inc.

• Tecnoespecialidades Comerciales SA CV

• Terence Robertson

• Teresa Nebrida

• The Bank of New York Mellon

• The Boulders Resort

• The Canadian Solar Industries Association

• The CG&B Group

• The Nesbitt Group

• The Recorder

• The State Insurance Fund

• The Venetian

• The Wigwam Golf Resort & Spa

• Thewes Reuter

• Thomas Chew

• Thomas McKeon

• Thomas Nielsen

• Thomas Young

• Thunderbird Trophies

• Tiffany Crossgrove

• Tioga Solar Ii, LLC

• TNT USA Inc.

• Toby Cornell

• Toni Tibbetts

• Tonia Wong

• Tony Perra

• Total Quality Logistics

• Total Solutions LLC

• Toyota Motor Credit Corporation

• Travis Smith

• Trinity Management Services

• Trinity Solar

• Trophy Properties IV B8A, LLC

• Troy Logistics LLC

• Trust Gl - Escrow

• Trustpointe, Inc.

• UBS Securities LLC

• Uline, Inc.

• United Rentals (North America), Inc.

• Ursula Daniel

• Van Aubel & Partner

• Van Dinter & Associates

• Vanessa Holzknecht

• Varadharajan Kope

• Vasari Energy North America, Inc.

• Verizon

• Verizon Wireless

• Victor Alinas

• Victor Breedlove

• Victor Pecoraro

• Victoria Hudson

• Viering, Jentschura & Partner

• Vinh Mai

• Vision Service Plan

• Vitaly Gusar


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• Vladimir Litvime

• Vote Solar

• Walker Frost

• Walter Head

• Wayfinder LP

• Webbank

• Wei-Tai Kwok

• West Indies Solair

• Westin San Francisco Market Street

• Wheat Government Relations

• William Albert

• William Garrett

• William Patridge

• William R Switzenberg

• William Thomas

• Willis Eddy

• Willy Perez

• World Journal

• WTAS LLC

• Wuxi Brunswick Technology Co., Ltd.

• Wuxi Sunshine Power Co., Ltd.

• Xactly Corporation

• Xiaoling Qi

• Yang-Yu Fan

• Yi Teng Technology

• Yideng Technology (Suzhou) Limited Company

• Yingda Taihe Property Insurance Co., Ltd.

• York and Chapel

• Zachry Industrial, Inc.

• Zenaida Anunciacion

• Zing Jao


EXHIBIT 2

Client Match List

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Direct/Indirect Equity Owners • Suntech Power Holdings Co., Ltd.

Professionals/Ordinary Course Professionals/Insurers

• Deloitte & Touche LLP • Grant Thornton UK LLP • Bryan Cave LLP • Hanson Bridget LLP • Marsh Risk & Insurance Serv. • Metropolitan Life Insurance Company • The Hartford • Unum Life Insurance Company of America • XL Group Insurance • Zurich Insurance Company

Top 20 Unsecured Creditors

• Centex • Solyndra LLC • Wuxi Suntech Power Co., Ltd.

Litigation Parties

• Centex Homes • Hirschmann Law Group • Jones Day • KB Home • Snell & Wilmer, LLP • American Solar • AT&T • Avaya Inc. • Bank of America • Blue Shield of California • Bridge Bank • Building Industry Credit Association • Central Parking Systems

• Cintas • CNA Surety • Comcast • Control Risks • Corner Office Media Group LLC • Cornerstone Communities • Cox Communications • Cupertino Electric • Cushman & Wakefield • Symantec • David Robinson • J.B. Hunt Transport, Inc. • Jack Lui • Joseph G. Gorman • Kaiser Foundation Health Plan • Mediacom • National Association of Credit Management • Navigant Consulting • Salesforce.com Inc. • San Francisco Giants • Sempra Energy • SoCal Solar Aggregation 1, LLC • Sovereign Bank • Staples Business Advantage • Steve Harris • Taylor Wessing • The State Insurance Fund • Toyota Motor Credit Corporation • U-Line, Inc. • Verizon • Viering, Jentschura & Partner • Trina Solar


-1-


In re: Suntech America, Inc., et al, 1

Debtors.

Chapter 11 Case No. 15-10054 (CSS) Jointly Administered

ORDER AUTHORIZING THE OFFICIAL COMMITTEE OF UNSECURED

CREDITORS TO RETAIN AND EMPLOY SHEPPARD MULLIN RICHTER & HAMPTON LLP, AS LEAD COUNSEL, NUNC PRO TUNC TO JANUARY 22, 2015

UPON CONSIDERATION OF the Application (the “Application”) of the Official

Committee of Unsecured Creditors (the “Committee”) of Suntech America, Inc. and Suntech

Arizona, Inc. (collectively, the “Debtors”), for an order, pursuant to sections 105, 328(a) and

1103 of the Bankruptcy Code, Bankruptcy Rules 2014(a) and 2016, and Local Rule 2014-1,

authorizing the Committee to retain and employ the law firm of Sheppard Mullin Richter &

Hampton LLP (“Sheppard Mullin”) as its lead counsel nunc pro tunc to January 22, 20152; and

upon the Affidavit of Craig A. Wolfe, a partner of the firm of Sheppard Mullin (the “Wolfe

Affidavit”) and Declaration of Dongxia Hang as Representative of Wuxi Suntech Power Co.,

Ltd. in Support of the Application (the “Chairman of the Committee Declaration”); and the Court

finding that (a) the Court has jurisdiction over the Application pursuant to §§ 157 and 1334 and

(b) this is a core proceeding pursuant to 28 U.S.C. § 157(b)(2)(A); and the Court being satisfied

that, except as set forth in the Wolfe Affidavit, Sheppard Mullin and its professionals (a) are not

creditors, equity security holders or insiders of the Debtors, (b) are not and were not, within two


2 Terms not defined herein shall have the meanings ascribed to them in the Application.


-2-

years before the Petition Date, directors, officers or employees of the Debtors, (c) do not hold or

represent any interest materially adverse to the interest of the Debtors’ estates, and (d) are not

related to any Judge of this Court, the U.S. Trustee for this District or any employee of the U.S.

Trustee in this District and Region 3; and, accordingly, Sheppard Mullin and its professionals are

“disinterested persons” within the meaning of section 101(14); and Sheppard Mullin’s

representation of the Committee being permissible under sections 328(a) and 1103 of the

Bankruptcy Code; and it appearing that the relief requested is in the best interests of the Debtors’

estates, their creditors, and other parties-in-interest; and it appearing that notice of the

Application and opportunity for a hearing thereon was appropriate under the particular

circumstances and that no other or further notice need be given; and after due deliberation and

sufficient cause appearing therefor, it is hereby

ORDERED, ADJUDGED AND DECREED THAT:

1. The Application is GRANTED as set forth herein.

2. Pursuant to sections 105, 328 and 1103 of the Bankruptcy Code, the

Committee is hereby authorized and empowered to retain and employ the firm of Sheppard

Mullin, nunc pro tunc to January 22, 2015, as its lead counsel in the Debtors’ chapter 11 cases,

and Sheppard Mullin is authorized to perform the services set forth in the Application.

3. Sheppard Mullin shall apply for compensation and reimbursement of

expenses in accordance with the procedures set forth in sections 330 and 331 of the Bankruptcy

Code, the Bankruptcy Rules, the Local Rules and any applicable orders of this Court.

4. This Court shall retain jurisdiction to hear and determine all matters

arising from or relating to the implementation of this Order.


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5. Notwithstanding any Bankruptcy Rule to the contrary, this Order shall

take effect immediately upon its entry.

Dated: , 2015 __________________________________________ Wilmington, Delaware The Honorable Christopher S. Sontchi United States Bankruptcy Judge


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