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Richard M. Pachulski (CA Bar No. 90073) James I. Stang (CA Bar No. 94435) Dean A. Ziehl (CA Bar No. 84529) Linda F. Cantor (CA Bar No. 153762) Debra I. Grassgreen (CA Bar No. 169978) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: rpachulski@pszjlaw.com jstang@pszjlaw.com dziehl@pszjlaw.com lcantor@pszjlaw.com dgrassgreen@pszjlaw.com Proposed Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION In re: American Suzuki Motor Corporation,1 Debtor. Case No.: 12Chapter 11 NOTICE OF EMERGENCY MOTION AND EMERGENCY MOTION OF DEBTOR FOR INTERIM AND FINAL ORDERS AUTHORIZING THE DEBTOR TO HONOR ALL OBLIGATIONS ARISING UNDER INDEMNITY AGREEMENTS WITH ITS DIRECTORS AND PROPOSED CHIEF RESTRUCTURING OFFICER; MEMORANDUM OF POINTS AND AUTHORITIES [Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions Filed Concurrently Herewith] TO THE HONORABLE UNITED STATES BANKRUPTCY JUDGE, THE DEBTORS PREPETITION AND POSTPETITION LENDER, THE CREDITORS APPEARING ON THE LIST FILED IN ACCORDANCE WITH RULE 1007(D) OF THE FEDERAL RULES ( )

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The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East Imperial Highway, Brea, CA 92821.

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OF BANKRUPTCY PROCEDURE, PARTIES REQUESTING SPECIAL NOTICE, AND THE OFFICE OF THE UNITED STATES TRUSTEE: PLEASE TAKE NOTICE that American Suzuki Motor Corporation, the above-captioned debtor and debtor in possession (the Debtor), hereby moves (the Motion) this Court, pursuant to sections 105(a) and 363 of Title 11 of the United States Code (the Bankruptcy Code), for the entry of interim and final orders authorizing the Debtor to honor all obligations arising under the Director Indemnity Agreement with its Directors and the Officer Indemnity Agreement with its proposed Chief Restructuring Officer (CRO). PLEASE TAKE FURTHER NOTICE that the Motion is based on this Notice of Emergency Motion and the Notice of Motions that will be filed and served after obtaining a hearing date for the Debtors First Day Motions, the annexed Memorandum of Points and Authorities, the Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions (the Reiss Declaration), the arguments of counsel, and other admissible evidence properly brought before the Court at or before the hearing on this Motion. PLEASE TAKE FURTHER NOTICE that the Debtor requests that this Motion be heard on an emergency basis. Pursuant to Local Bankruptcy Rule 9013-1(h), the Court may deem the failure of any party to timely file and serve an objection to the Motion to constitute consent to the relief requested therein. The failure to timely file and serve written opposition or response may be deemed by the Court to be consent to the granting of the relief requested in the Motion. PLEASE TAKE FURTHER NOTICE that the Debtor will serve this Notice and Motion, the attached Memorandum of Points and Authorities, and the Reiss Declaration on (a) the Office of the United States Trustee, (b) the creditors appearing on the list filed in accordance with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure, (c) counsel to Suzuki Motor Corporation, the Debtors prepetition and postpetition lender, and (d) parties that file with the Court and serve upon the Debtor requests for notice of all matters in accordance with Bankruptcy Rule 2002. To the extent necessary, the Debtor requests that the Court waive compliance with Local Bankruptcy Rule 9075-1(a)(5) and approve service (in addition to the means of service set forth in such Local Bankruptcy Rule) by overnight or electronic delivery. In the event that the Court grants the relief
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requested by the Motion, the Debtor shall provide notice of the entry of the order granting such relief upon each of the foregoing parties and any other parties in interest as the Court directs. The Debtor submits that such notice is sufficient and that no other or further notice be given. WHEREFORE the Debtor respectfully requests that this Court enter an interim order, substantially in the form attached hereto as Exhibit A: (a) authorizing the Debtor to honor all obligations arising under the Director Indemnity

Agreement and Officer Indemnity Agreement as set forth in the attached Memorandum of Points and Authorities; and (b) granting such other and further relief as the Court deems appropriate under the

circumstances of this Bankruptcy Case. Dated: November 5, 2012 PACHULSKI STANG ZIEHL & JONES LLP By: /s/ Debra I. Grassgreen Richard M. Pachulski James I. Stang Dean A. Ziehl Linda F. Cantor Debra I. Grassgreen Proposed Attorneys for Debtor and Debtor in Possession

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Richard M. Pachulski (CA Bar No. 90073) James I. Stang (CA Bar No. 94435) Dean A. Ziehl (CA Bar No. 84529) Linda F. Cantor (CA Bar No. 153762) Debra I. Grassgreen (CA Bar No. 169978) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: rpachulski@pszjlaw.com jstang@pszjlaw.com dziehl@pszjlaw.com lcantor@pszjlaw.com dgrassgreen@pszjlaw.com Proposed Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION In re: American Suzuki Motor Corporation,1 Debtor. Case No.: 12Chapter 11 MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF EMERGENCY MOTION OF DEBTOR FOR INTERIM AND FINAL ORDERS AUTHORIZING THE DEBTOR TO HONOR ALL OBLIGATIONS ARISING UNDER INDEMNITY AGREEMENTS WITH ITS DIRECTORS AND PROPOSED CHIEF RESTRUCTURING OFFICER [Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions Filed Concurrently Herewith] American Suzuki Motor Corporation, the above-captioned debtor and debtor in possession (the Debtor or the Company), hereby files this Memorandum of Points and Authorities in support of Emergency Motion of Debtor for Interim and Final Orders Authorizing the Debtor to ( )

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The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East Imperial Highway, Brea, CA 92821.

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Honor All Obligations Arising Under Indemnity Agreements With Its Directors and Proposed Chief Restructuring Officer (the Motion), and respectfully represents as follows: I. BACKGROUND A. Jurisdiction and Venue The Court has jurisdiction over this matter pursuant to 28 U.S.C. 157 and 1334. This is a core proceeding pursuant to 28 U.S.C. 157(b)(2). The venue of the chapter 11 case of the Debtor is proper pursuant to 28 U.S.C. 1408 and 1409. B. General Background On the date hereof (the Petition Date), the Debtor filed a voluntary petition for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code). The Debtor continues to operate and manage its affairs as a debtor in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee, examiner, or committee has been appointed in this chapter 11 case. The Debtor was established in 1986 as the sole distributor in the continental United States of Suzuki automobiles, motorcycles, all-terrain vehicles, and marine outboard engines (the Suzuki Products). Suzuki Motor Corporation (SMC), the 100% interest holder in the Debtor, manufacturers substantially all of the Suzuki Products2 and is not a debtor in this or any other insolvency proceeding. As of the Petition Date, the Debtor has approximately 295 employees across three divisions: automotive (the Automotive Division), motorcycles and all-terrain vehicles (the Motorcycles/ATV Division), and outboard marine motors and related products (the Marine Division). In the operation of its business, the Debtor purchases Suzuki Products from SMC and certain other non-debtor affiliates. In turn, the Debtor wholesales virtually its entire inventory through a network of independently owned and unaffiliated dealerships located throughout the continental United States. The dealers then market and sell the Suzuki Products to retail customers. As of the

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The ATVs are manufactured by an 80% owned affiliate of the Debtor. An overview of the Suzuki Products manufactured by SMC, its affiliates, and certain unaffiliated entities is included in the Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions.

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Petition Date, there are approximately 220 automotive dealerships, over 900 motorcycle/ATV dealerships, and over 780 outboard marine dealerships. Through dealers, the Debtor also sells a portion of its automotive inventory (less than 10%) to car rental companies and others (less than 2%) that lease the vehicles to retail customers. The Debtor also purchases the majority of its automotive parts from SMC and certain unaffiliated companies and resells them to the automotive dealers and authorized warranty service providers. The Debtor determined that its Automotive Division is facing and will continue to face a number of serious challenges in the highly regulated and competitive automotive industry in the continental U.S. market. The challenges include unfavorable foreign exchange rates, disproportionally high and increasing costs associated with meeting more stringent state and federal automotive regulatory requirements unique to the continental U.S. market, low sales volumes, a limited number of models in its line-up, and existing and potential litigation costs. The Debtor has exhausted all available means to reduce the cost of operating the Automotive Division for it to operate profitably. Accordingly, the Debtor determined that the best way to preserve and enhance the value of its overall business is to wind down new sales of the Automotive Division in the continental U.S. and realign its business focus on the long-term growth of its Motorcycles/ATV and Marine Divisions. Contemporaneous with the filing of this case, the Debtor filed a plan of reorganization (the Plan). Under the proposed Plan, the Motorcycles/ATV and Marine Divisions will remain largely unaffected including the warranties associated with such products. As part of its restructuring, NounCo, Inc., a wholly owned subsidiary of SMC, will purchase the Motorcycles/ATV and Marine Divisions and the parts and service components of the Automotive Division. The restructured Automotive Division intends to honor automotive warranties and authorize the sale of genuine Suzuki automotive parts and services to retail customers through a network of parts and service only dealerships that will provide warranty services. The Debtors Motorcycles/ATV Division is strong and competitively positioned in its market, allowing for long-term growth as economic conditions improve. Similarly, the Marine Division has remained competitive during the recent challenging economic times and the Debtor is
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working to further build its market share in the marine industry through continued investment in new product development and resuming large-scale marketing events focused on attracting new marine customers. The strategy embodied in the proposed Plan returns the business to its roots in the U.S. market, which began with motorcycles, and is intended to position the overall business for success in the continental U.S. for the benefit of all parties in interest. The Suzuki name is recognized around the world as a brand of quality products that offer reliability and originality. SMC has informed the Debtor that it continues to invest in its operations, improve its overall performance worldwide, and remains committed to manufacturing Suzuki Products for customers around the world. SMCs manufacturing and world-wide distribution of Suzuki automobiles will continue despite the Debtors wind down of the continental U.S. Automotive Division. Additional factual background regarding the Debtor, including its current and historical business operations and the events precipitating its chapter 11 filing, is set forth in detail in the Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions (the Reiss Declaration) filed contemporaneously with this Motion and incorporated herein by reference. II. THE INDEMNITY AGREEMENTS Like all other companies, in order to induce highly competent persons to serve the Debtor as directors and officers, the Debtor must provide such persons with adequate protection against risks of claims and actions against them arising out of their service to and activities on behalf of the Debtor. Typically, companies provide such protection through directors and officers liability insurance (D&O Insurance). However, the Debtor does not maintain a D&O Insurance policy in the ordinary course of business and has been unable to obtain cost-effective D&O Insurance on satisfactory terms. Therefore, the Board of Directors of the Debtor has determined that (1) it is essential to the best interests of all of the Debtors stakeholders that the Debtor act to assure its current Directors as of the Petition Date and CRO (the D&Os or Indemnitees) that there will be increased certainty of such protection in the future, and that (2) it is reasonable, prudent and
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necessary for the Debtor contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Debtor free from undue concern that they will not be so indemnified. Accordingly, the Debtor entered into the Director Indemnity Agreement with its Directors immediately prior to the Petition Date, a true and correct copy of which is attached hereto as Exhibit B. The Director Indemnity Agreement provides indemnification for all of the Debtors current Directors effective as of (and for services rendered commencing on and after) September 10, 2012 (or October 3, 2012 in the case of Mr. R. Todd Neilson who was appointed on October 3, 2012). The Debtor also entered into the Officer Indemnity Agreement immediately prior to the Petition Date, a true and correct copy of which is attached hereto as Exhibit C. Pursuant to the Officer Indemnity Agreement, the Debtor will indemnify the CRO effective as of the date the Debtor is authorized to engage the CRO for services rendered commencing on and after such date. The Director Indemnity Agreement and Officer Indemnity Agreement (collectively, the Indemnity Agreements contain substantially the same terms), the salient terms of which are:3 Indemnification. The Company shall indemnify each of the Indemnitees to the fullest extent permitted by California law against any and all expenses (including attorneys fees), judgments, fines, settlements and other amounts arising in part out of any of the Indemnitees activities as, or to proceedings related to Indemnitees status as a D&O, or Indemnitees service at the request of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, regardless of whether such proceedings are brought in the form of an action by or in the right of the Company or otherwise, and regardless of whether brought by or on behalf of shareholders, creditors, trustees or other representatives or stakeholders of the Company or any committees thereof, and including any proceeding in which Indemnitee is solely a witness; provided, however that any and all such expenses, judgments, fines, settlements and other amount actually and reasonably incurred in connection with proceedings. Prohibited Indemnification. The above indemnification shall not extend in several circumstances, including acts or omissions of such Indemnitee that involve intentional misconduct or a knowing and culpable violation of law or any act, omission, conduct, transaction or in other circumstance where such indemnification is expressly prohibited by applicable law, among others. See Indemnity Agreements at 3. Security. In order to secure the payment and the performance of the Companys obligations to all of the Indemnitees, upon a bankruptcy filing, the Company will request approval of an order: (i) approving debtor-in-possession financing (DIP Financing) that will include a carve-out from any secured claim of a debtor-in-possession lender under such DIP Financing of not less
This summary is qualified in its entirety by the Indemnity Agreements. For purposes of this summary, capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indemnity Agreements.

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than $10,000,000 in the aggregate for the sole purpose of satisfying the Companys obligations under the Indemnity Agreements; and (ii) authorizing the Company to honor all obligations arising under this Indemnity Agreements. Unless one of the Indemnification Reserve Release Conditions has been satisfied, at least two (2) business days prior to the earlier of the maturity date of the DIP Financing or any date on which the Company prepays the DIP Financing in full or in part, the Company shall take all necessary steps to borrow out of such DIP Financing an amount equal to the amount by which $10,000,000 exceeds all amounts theretofore borrowed and paid to, or at the direction of, the Indemnitees with respect to requested expenses or determined indemnification amounts (the Cash Indemnification Reserve). Immediately upon borrowing the Cash Indemnification Reserve, the Company shall deposit the Cash Indemnification Reserve into an escrow account pursuant to an escrow agreement between the Company, the Indemnitees, such other indemnified party, and a mutually acceptable escrow agent, which agreement shall be satisfactory in all respects to the Indemnitees and such other indemnified party and shall provide that such funds will be released to the Indemnitees on demand in accordance with the Indemnity Agreements or to the Company upon notice by all of the Indemnitees and such other indemnified party to the escrow agent, which notice the Indemnitees agree to give promptly upon the satisfaction of any one or more of the Indemnification Reserve Release Conditions. The Company shall fund the Cash Indemnification Reserve and satisfy any request for advancement of expenses first out of any immediately available unencumbered assets of the Estate prior to making draws under the DIP Financing. To the extent there are not sufficient immediately available unencumbered assets of the Estate, borrowings will be made under the DIP Financing. Upon delivery by any Indemnitee of any request for advancement of expenses or upon the determination of entitlement to indemnification pursuant to the terms of the Indemnity Agreements, the Company will promptly, but in no event later than two (2) days following such request or determination, take all necessary steps to initiate and cause payment to such Indemnitee out of such DIP Financing of an amount equal to such requested expenses or determined indemnification amount, and will direct that such payment be deposited directly into the account designated by such Indemnitee within 20 days following such advancement of expenses request under Section 6 of the Indemnity Agreements, or within 10 days following such determination of entitlement to indemnification pursuant to Section 7 of the Indemnity Agreements. III. RELIEF REQUESTED By this Motion, the Debtor requests the entry of interim and final orders, pursuant to sections 105(a) and 363 of the Bankruptcy Code, authorizing the Debtor to honor its obligations under the Indemnity Agreements. The Indemnity Agreements provide for indemnification of the D&Os to the maximum extent permissible under applicable California law. At the same time, such indemnification is limited to those items not prohibited by applicable California law. Further, as an accommodation to the Debtor and after good-faith negotiations, the D&Os have agreed to the terms of the Indemnity Agreements to allow the Debtor to avoid the difficulty and expense of obtaining D&O Insurance given the current market and the Debtors financial condition. The security granted
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under the Indemnity Agreements in the form of the DIP Carveout and the Cash Indemnification Reserve, are the required minimum in order for the D&Os to serve postpetition in the absence of D&O Insurance and is consistent with the amount of D&O Insurance coverage that D&Os would typically expect for a company the size of the Debtor. The Debtor has concurrently filed its DIP Financing motion, which seeks approval of the DIP Carveout and the Cash Indemnification Reserve aspects of the Indemnity Agreements. IV. ARGUMENT A. Honoring the Indemnity Agreements Is Necessary to the Retention of the D&Os As described above and in the Reiss Declaration, the Debtors Board of Directors has determined that (1) it is essential to the best interests of all of the Debtors stakeholders that the Debtor act to assure the D&Os that there will be increased certainty of such protection in the future, and that (2) it is reasonable, prudent and necessary for the Debtor to contractually obligate itself to indemnify the D&Os to the fullest extent permitted by applicable law so that they will continue to serve the Debtor free from undue concern that they will not be so indemnified. Accordingly, the Debtor submits that the requested relief is appropriate under sections 105(a) and 363 of the Bankruptcy Code. Pursuant to section 363(b)(1) of the Bankruptcy Code, the debtor in possession, after notice and a hearing, may use, sell, or lease, other than in the ordinary course of business, property of the estate . . . . Accordingly, section 363 of the Bankruptcy Code authorizes the Debtor to incur obligations outside the ordinary course of business where there is a business justification for doing so. See In re 240 North Brand Partners, Ltd., 200 B.R. 653, 659 (9th B.A.P. 1996) (As a result, debtors who wish to utilize 363(b) to dispose of property of the estate must demonstrate that such disposition has a valid business justification.). In In re Walter, 83 B.R. 14 (9th Cir. B.A.P. 1988), the Bankruptcy Appellate Panel adopted the Second Circuits business justification standard for approval of transactions outside the ordinary course of business: We also agree with the Second Circuit that implicit in 363(b) is the further requirement of justifying the proposed transaction. In re Lionel Corp., 722 F.2d 1063, 1071 (2d Cir. 1983). That is, for the debtor-inDOCS_NY:28471.5

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possession or trustee to satisfy its fiduciary duty to the debtor, creditors and equity holders, there must be some articulated business justification for using, selling, or leasing the property outside the ordinary course of business . . . Whether the proffered business justification is sufficient depends on the case. As the Second Circuit held in Lionel, the bankruptcy judge should consider all salient factors pertaining to the proceeding and, accordingly, act to further the diverse interests of the debtor, creditors and equity holders, alike. In re Walter, 83 B.R. at 19.

7 Section 105(a) of the Bankruptcy Code provides that the court may issue any order, process, 8 or judgment that is necessary or appropriate to carry out the provisions of this title. See, e.g., 9 Schwartz v. Aquatic Dev. Group, Inc. (In re Aquatic Develop. Group, Inc.), 352 F.3d 671, 680 (2d 10 Cir. 2003) ([I]t is axiomatic that bankruptcy courts are courts of equity, empowered to invoke
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of Unsecured Creditors v. PSS S.S. Co. Inc. (In re Prudential Lines, Inc.), 928 F.2d 565, 574 (2d Cir. 13 1991) (This provision has been construed liberally to enjoin [actions] that might impede the 14 reorganization process.) (quoting MacArthur Co. v. Johns-Manville Corp. (In re Johns-Manville 15 Corp.), 837 F.2d 89, 93 (2d Cir. 1988), cert. denied, 488 U.S. 869 (1988)). Such orders are 16 appropriate where they are essential to the debtors reorganization efforts and do not pose a burden 17 on the debtors creditors. See United States Lines, Inc. v. American S.S. Owners Mut. Protection & 18 Indem. Assn (In re United States Lines, Inc.), 197 F.3d 631, 640 (2d Cir. 1999); Momentum Mfg. 19 Corp. v. Employee Creditors Comm. (In re Momentum Mfg. Corp.), 25 F.3d 1132, 1136 (2d Cir. 20 1994) (It is well settled that bankruptcy courts are courts of equity, empowered to invoke equitable 21 principles to achieve fairness and justice in the reorganization process.). 22 It is vital that the Debtor be permitted to continue and honor its obligations arising under the 23 Indemnity Agreements to ensure that the D&Os continue to serve the Debtor in their respective 24 capacity. If the Debtor is unable to perform under the Indemnity Agreements, the D&Os could 25 and likely would decline to continue in their capacities as Directors and CRO, as applicable. In 26 addition, the Debtor is unlikely to find replacements that would be willing to serve the Debtor on 27 28
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less onerous terms. Accordingly, the resignation of any of the D&Os would severely disrupt the Debtors reorganization efforts, to the detriment of all parties in interest. B. Necessity for Immediate Relief and Effectiveness of Order Bankruptcy Rule 6003 provides that [e]xcept to the extent that relief is necessary to avoid immediate and irreparable harm, the court shall not, within 21 days after the filing of the petition, grant . . . (b) a motion to use, sell, lease, or otherwise incur an obligation regarding property of the estate, including a motion to pay all or part of a claim that arose before the filing of the petition . . . . The Debtor believes honoring the Indemnity Agreements is in the best interest of the Debtors estate, creditors, and other parties in interest. The D&Os are uniquely qualified to serve as the Debtors directors and officers and their participation in this chapter 11 case is essential. Accordingly, ample cause exists to justify the Debtors business decision to indemnify the D&Os. Absent such authority, the Debtors reorganization efforts are likely to suffer irreparable harm. Accordingly, the interim relief requested herein is consistent with Bankruptcy Rule 6003. Further, to implement the foregoing successfully, the Debtor seeks a waiver of the notice requirements under Bankruptcy Rule 6004(a) and the fourteen-day stay of an order authorizing the use, sale, or lease of property under Bankruptcy Rule 6004(h), to the extent these rules are applicable. The Debtor does not, at this time, seek to assume any contractual obligations associated with the Indemnity Agreements. Accordingly, if the Court authorizes the relief requested herein, such relief should not be deemed to constitute the postpetition assumption or adoption of the Indemnity Agreements as executory contracts pursuant to section 365 of the Bankruptcy Code. V. NOTICE Notice of the Motion and Memorandum of Points and Authorities has been provided to: (a) the Office of the United States Trustee, (b) the creditors appearing on the list filed in accordance with Rule 1007(d) of the Federal Rules of Bankruptcy Procedure, (c) counsel to Suzuki Motor Corporation, and (d) the parties that have filed with the Court requests for notice of all matters in accordance with Bankruptcy Rule 2002. To the extent necessary, the Debtor requests that the Court

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waive compliance with Local Bankruptcy Rule 9075-1 and approve service (in addition to the means of service set forth in such Local Bankruptcy Rule) by overnight or electronic delivery. In the event that the Court grants the relief requested by the Motion, the Debtor shall provide notice of the entry of the order granting such relief upon each of the foregoing parties and any other parties-in-interest as the Court directs. The Debtor submits that such notice is sufficient and that no other or further notice be given. VI. CONCLUSION WHEREFORE the Debtor requests that the Court enter interim and final orders authorizing the Debtor to honor its obligations under the Indemnity Agreements with its Directors and proposed CRO. Dated: November 5, 2012 PACHULSKI STANG ZIEHL & JONES LLP By: /s/ Debra I. Grassgreen Richard M. Pachulski James I. Stang Dean A. Ziehl Linda F. Cantor Debra I. Grassgreen Proposed Attorneys for Debtor and Debtor in Possession

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Richard M. Pachulski (CA Bar No. 90073) James I. Stang (CA Bar No. 94435) Dean A. Ziehl (CA Bar No. 84529) Linda F. Cantor (CA Bar No. 153762) Debra I. Grassgreen (CA Bar No. 169978) PACHULSKI STANG ZIEHL & JONES LLP 10100 Santa Monica Blvd., Suite 1300 Los Angeles, CA 90067-4114 Telephone: 310/277-6910 Facsimile: 310/201-0760 E-mail: rpachulski@pszjlaw.com jstang@pszjlaw.com dziehl@pszjlaw.com lcantor@pszjlaw.com dgrassgreen@pszjlaw.com Proposed Attorneys for Debtor and Debtor in Possession UNITED STATES BANKRUPTCY COURT CENTRAL DISTRICT OF CALIFORNIA SANTA ANA DIVISION In re: Case No.: 12American Suzuki Motor Corporation,1 Debtor. Chapter 11 INTERIM ORDER AUTHORIZING THE DEBTOR TO HONOR ALL OBLIGATIONS ARISING UNDER INDEMNITY AGREEMENTS WITH ITS DIRECTORS AND PROPOSED CHIEF RESTRUCTURING OFFICER ( )

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Upon the motion (the Motion)2 of the above-captioned debtor and debtor in possession (the Debtor) for the entry of an interim order (this Order), pursuant to sections 105(a) and 363 of Title 11 of the United States Code (the Bankruptcy Code), authorizing the Debtor to honor all obligations arising under the indemnity agreements with its Directors and proposed Chief Restructuring Officer, as set forth in greater detail in the Motion; and the Court having jurisdiction to consider the Motion and the relief requested therein pursuant to 28 U.S.C. 157 and 1334; and consideration of the Motion and the relief requested therein being a core proceeding pursuant to 28 U.S.C. 157(b)(2); and venue being proper pursuant to 28 U.S.C. 1408 and 1409; and it
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The last four digits of the Debtors federal tax identification number are (8739). The Debtors address is: 3251 East Imperial Highway, Brea, CA 92821. Capitalized terms not defined herein shall have the meanings used in the Motion.

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appearing that the relief requested in the Motion is in the best interests of the Debtors estate, its creditors, and all other parties in interest; and the Debtor having provided appropriate notice of the Motion and the opportunity for a hearing on the Motion under the circumstances and no other or further notice need be provided; and the Court having reviewed the Motion and having heard the statements in support of the relief requested therein at a hearing before the Court (the Hearing); and the Court having considered the Motion, all pleadings and papers filed in connection with the Motion, including the Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions and the Memorandum of Points and Authorities filed in support thereof, and the arguments of counsel and evidence proffered at the hearing on the Motion; after due deliberation and sufficient cause appearing therefor, it is HEREBY ORDERED THAT: 1. 2. The Motion is GRANTED. The Debtor is authorized pursuant to sections 105(a) and 363 of the Bankruptcy Code

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to maintain and honor its obligations under the Indemnity Agreements. 3. The Debtor is authorized to take any and all steps necessary to effectuate the relief

granted in this Order. 4. Nothing in this Order or the Motion shall be construed as prejudicing the rights of the

Debtor to dispute or contest the amount of or basis for any claims against the Debtor in connection with or relating to the Indemnity Agreements. 5. To the extent any Indemnity Agreement is deemed an executory contract within the

meaning of section 365 of the Bankruptcy Code, neither this Order nor any performance by the Debtor in accordance with this Order shall constitute the postpetition assumption of the Indemnity Agreements under section 365 of the Bankruptcy Code. 6. 7. The Court retains jurisdiction to interpret and enforce the terms of this Order. Bankruptcy Rule 6003(b) is satisfied because the relief described in this Order is

necessary to avoid immediate and irreparable harm to the estate. 8. waived. ###
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The stay imposed pursuant to Federal Rule of Bankruptcy Procedure 6004(h) is

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Exhibit B (Director Indemnity Agreement)

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EXHIBIT B (Director Indemnity Agreement)

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Execution Copy

DIRECTOR INDEMNITY AGREEMENT

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DIRECTOR INDEMNITY AGREEMENT This Director Indemnity Agreement (this Agreement) has been dated for identification purposes as of the 2nd day of November, 2012 and is made by and between AMERICAN SUZUKI MOTOR CORPORATION, a California corporation (the Company), and each of Takashi Iwatsuki (Iwatsuki), Seiichi Maruyama (Maruyama), Toru Muraki (Muraki), Michael M. Ozawa (Ozawa), and R. Todd Neilson (Neilson) effective as of the dates specified in Section 23 hereof. In this Agreement, Iwatsuki, Maruyama, Muraki, Ozawa and Neilson may be referred to individually as an Indemnitee and collectively as the Indemnitees. PREAMBLE The Company is aware that, in order to induce highly competent persons to serve the Company as directors (Directors), the Company must provide such persons with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company. The difficulty and expense of obtaining adequate directors and officers liability insurance given the current market and the Companys financial condition has increased the difficulty of attracting and retaining such persons. The board of directors of the Company (the Board of Directors) has determined that (1) it is essential to the best interests of all of the Companys stakeholders that the Company act to assure such persons that there will be increased certainty of such protection in the future, and that (2) it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified. Each of the Indemnitees is willing to serve (or continue to serve) for or on behalf of the Company on the condition that he be so indemnified; NOW THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and each of the Indemnitees do hereby agree as follows: 1. Service by the Indemnitees. Each of the Independent Director Indemnitees agrees to serve, effective as of the date specified in Section 23 hereof for such Independent Director Indemnitee, as a Director and a member of the Special Committee of the Board of Directors charged with considering the viability of the Companys automotive division and the best means for the Company to operate its business profitably and to satisfy its debts. Each of the Other Director Indemnitees agrees to continue to serve, effective as of the effective date specified in Section 23 hereof for each such Other Director Indemnitee, as a Director. The Company and each of the 1
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Indemnitees acknowledge and agree that the obligations of the Indemnitees to the Company are fixed as of the effective date specified in Section 23 hereof for each such Indemnitee, and that no further performance by any of the Indemnitees is required for the Company to perform its obligations hereunder, and this Agreement is thereby not an executory contract. (b) Each of the Indemnitees will discharge his duties and responsibilities to the best of his ability so long as he is duly elected or qualified in accordance with the provisions of the articles of incorporation and bylaws of the Company and the General Corporation Law of California, as may be amended from time to time, and any successor to such law (the GCLC), or until his earlier death, resignation or removal. Each of the Indemnitees may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue any of the Indemnitees in any such position. Nothing in this Agreement shall confer upon any of the Indemnitees the right to continue as a Director of the Company or affect the right of the Company or its equity holders to remove any of the Indemnitees as a Director. For purposes of clarity, as provided in Section 13 hereof, this Agreement shall continue in force after Indemnitee has ceased to serve as a director the Company. 2. Indemnification. The Company shall indemnify each of the Indemnitees to the fullest extent permitted by California law as the same now exists or may be amended or interpreted from time to time (but in the case of an amendment or interpretation, only to the extent that the amendment or interpretation permits the Company to provide broader indemnification rights than were permitted before the amendment or interpretation), against any and all expenses (including attorneys fees), judgments, fines, settlements and other amounts if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any proceeding by reason of or arising in part out of any of the Indemnitees activities as, or to proceedings related to Indemnitees status of, Director, or Indemnitees service at the request of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, regardless of whether such proceedings are brought in the form of an action by or in the right of the Company or otherwise, and regardless of whether brought by or on behalf of shareholders, creditors, trustees or other representatives or stakeholders of the Company or any committees thereof, and including any proceeding in which Indemnitee is solely a witness; provided, however that any and all such expenses, judgments, fines, settlements and other amount actually and reasonably incurred in connection with proceedings. The parties to this Agreement intend that it will provide for indemnification in excess of that expressly permitted by Section 317 of the GCLC, including any indemnification provided by the Companys articles of incorporation, its bylaws, a vote of its shareholders or Disinterested Directors, or applicable law.

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3. Prohibited Indemnification. Without diminishing the scope of the indemnification provided by this Agreement, the rights of indemnification of the Indemnitees provided hereunder shall include, but shall not be limited to, those rights hereinafter set forth, except that no indemnification shall be paid to any Indemnitee: (a) on account of any suit in which final judgment is rendered against such Indemnitee for disgorgement of profits made from the purchase or sale by such Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of acts or omissions of such Indemnitee that involve intentional misconduct or a knowing and culpable violation of law; (c) for any act, omission, conduct, transaction or in other circumstance where such indemnification is expressly prohibited by applicable law; (d) to the extent that payment for the same claims or amounts is actually made to such Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement (other than this Agreement), except in respect of any liability in excess of payment under such insurance, clause, bylaw or agreement; provided, however, that if it should be subsequently determined that Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subsection (d) shall no longer apply; (e) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and such Indemnitee have been advised that it is the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by such Indemnitee, or any proceeding by such Indemnitee against the Company or its directors, officers, employees or other Indemnitees, (i) unless such indemnification is expressly required to be made by law, (ii) unless the proceeding was authorized by the Board of Directors of the Company, (iii) unless such indemnification is provided by the Company in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iv) unless such proceeding is to enforce rights under this Agreement, (v) except as provided in Sections 9 and 12 hereof; or (vi) unless such Indemnitee initiated the proceeding as part of such Indemnitees duties to the Company and its stockholders.

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4. Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the other provisions of this Agreement, to the extent that any Indemnitee has been successful on the merits in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, including, without limitation, dismissal without prejudice, he shall be indemnified to the fullest extent permitted by law against all expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith, and no determination under Section 7 shall be required. To the extent that any Indemnitees involvement in any defense of any action, suit or proceeding is to prepare to serve and serve as a witness, and not as a party, such Indemnitee shall be indemnified to the fullest extent permitted by law against all expenses (including attorneys fees) actually and reasonably incurred in connection therewith, and no determination under Section 7 shall be required. 5. Partial Indemnification. If any Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses (including attorneys fees), judgments, fines, settlements and other amounts actually and reasonably incurred by him in connection with the investigation, defense, appeal or settlement of a suit, action, investigation or proceeding, but is not entitled to indemnification for the total amount thereof, the Company shall nevertheless indemnify such Indemnitee for the portion of such expenses (including attorneys fees), judgments, fines, settlements and other amounts actually and reasonably incurred by him to which such Indemnitee is entitled. 6. Advancement of Expenses and Costs. All expenses actually incurred by any Indemnitee (including attorneys fees, retainers and advances of disbursements required of such Indemnitee) in connection with any possible, actual, or threatened action, suit or proceeding as described under Section 2 shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, if so requested by such Indemnitee, within 20 days after the receipt by the Company of a statement or statements from such Indemnitee requesting such advance or advances in the manner set forth in Section 7(b). Each of the Indemnitees may submit such statements from time to time and shall be entitled to continue to such receive such advanced expenses unless and until the matter of such Indemnitees entitlement to indemnification hereunder has been finally determined in accordance with this Agreement and applicable law. An Indemnitees right to such advancement is not subject to the satisfaction of any standard of conduct. The entitlement of an Indemnitee to such expenses shall include those incurred in connection with any proceeding by such Indemnitee (a) seeking an adjudication or award in arbitration pursuant to this Agreement or under any other agreement or provision under the Companys articles of incorporation, bylaws, a vote of its shareholders or Disinterested Directors, or applicable law, and/or (b) recovery under any directors and officers liability insurance policies maintained by the Company. Such statement or statements shall reasonably evidence the expenses and costs incurred by him in connection therewith (provided that no Indemnitee shall be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege) and shall include or be accompanied by an undertaking by or on behalf of such Indemnitee to repay such 4
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amount if it is ultimately determined that such Indemnitee is not entitled to be indemnified against such expenses and costs by the Company pursuant to this Agreement or otherwise. An Indemnitees obligation to reimburse the Company for advanced expenses shall be unsecured and no interest shall be charged thereon. 7. Determination of Entitlement to Indemnification; DIP Financing.

(a) Subject to Section 4, upon final disposition of any action, suit or proceeding and upon the written request by any Indemnitee for indemnification pursuant hereto, the entitlement of such Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by an Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to such Indemnitee, unless such Indemnitee and the Company mutually agree to use another determination method permitted under Section 317(e) of the GCLC. Such Independent Counsel shall be selected by and be mutually acceptable to both the Board of Directors and such Indemnitee. Such determination of entitlement to indemnification shall be made not later than 45 days after the later of (i) receipt by the Company of a written request for indemnification and (ii) the appointment of Independent Counsel. Such indemnification request shall include documentation or information which is necessary for such determination and which is reasonably available to such Indemnitee; provided that such Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Any costs or expenses (including attorneys fees) actually and reasonably incurred by any Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company if such Indemnitee is determined to be entitled to all or a portion of the requested indemnification. If the person(s) making such determination shall determine that the Indemnitee is entitled to indemnification as part (but not all) of the application for indemnification, such person(s) shall reasonably prorate such partial indemnification among such claims, issues or matters. Until final disposition of the applicable action, suit or proceeding, all costs and expenses of any Indemnitee shall be paid by the Company in accordance with Section 6 as and when such costs and expenses are incurred by such Indemnitee. If no Independent Counsel shall have been selected within 10 days after any Indemnitee gives its initial request pursuant to the first sentence of this Section 7, either the Company or such Indemnitee may petition an appropriate court in California to resolve any objection which shall have been made by the Company or such Indemnitee to the others selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by such court or such other person as such court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the fees and expenses of the Independent Counsel actually and reasonably incurred in connection with the Independent Counsels determination pursuant to this Section 7. 5
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(b) In order to secure the payment and the performance of the Companys obligations to all of the Indemnitees under this Agreement in the event the Company files a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11, U.S.C. Sections 101 et seq., commencing a federal bankruptcy case in respect of the Company (the Case), the Company will request: (i) an order by the applicable bankruptcy court (the Bankruptcy Court) approving debtor-in-possession financing (DIP Financing) that will include a carve-out from any secured claim of a debtor-in-possession lender under such DIP Financing of not less than $10,000,000 in the aggregate for the sole purpose of satisfying the Companys obligations under this Agreement and under the Companys indemnity agreement with its chief restructuring officer, if any (the Other Indemnity Agreement); provided, however, that the Other Indemnity Agreement may not provide greater indemnity protection, or otherwise provide more favorable terms (including an effective date earlier than the chief restructuring officers appointment date), than provided to any Indemnitee under this Agreement (it being acknowledged by the Indemnitees that the Other Indemnity Agreement does not contemplate that the chief restructuring officer perform any services as a Director); and (ii) an order by the Bankruptcy Court authorizing the Company to honor all obligations arising under this Agreement and the Other Indemnity Agreement. Unless one of the Indemnification Reserve Release Conditions (defined below) has been satisfied, at least two (2) business days prior to the earlier of the maturity date of the DIP Financing or any date on which the Company prepays the DIP Financing in full or in part, the Company shall take all necessary steps to borrow out of such DIP Financing an amount equal to the amount by which $10,000,000 exceeds all amounts theretofore borrowed and paid to, or at the direction of, the Indemnitees and the indemnified party under the Other Indemnity Agreement with respect to requested expenses or determined indemnification amounts (the Cash Indemnification Reserve). Immediately upon borrowing the Cash Indemnification Reserve, the Company shall deposit the Cash Indemnification Reserve into an escrow account pursuant to an escrow agreement between the Company, the Indemnitees, such other indemnified party, and a mutually acceptable escrow agent, which agreement shall be satisfactory in all respects to the Indemnitees and such other indemnified party and shall provide that such funds will be released to the Indemnitees on demand in accordance with this Agreement or to such other indemnified party in accordance with the Other Indemnity Agreement or to the Company upon notice by all of the Indemnitees and such other indemnified party to the escrow agent, which notice the Indemnitees agree to give promptly upon the satisfaction of any one or more of the Indemnification Reserve Release Conditions. (c) Upon delivery by any Indemnitee of any request for advancement of expenses under Section 6, or upon the determination of entitlement to indemnification pursuant to Section 7, the Company will promptly, but in no event later than two (2) days following such request or determination, take all necessary steps to initiate and cause payment to such Indemnitee out of such DIP Financing of an amount equal to such requested 6
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expenses or determined indemnification amount, and will direct that such payment be deposited directly into the account designated by such Indemnitee within 20 days following such advancement of expenses request under Section 6, or within 10 days following such determination of entitlement to indemnification pursuant to this Section 7. (d) Notwithstanding anything in 7(a) or 7(b) to the contrary, the Company shall fund the Cash Indemnification Reserve and satisfy any request for advancement of expenses first out of any immediately available unencumbered assets of the Estate prior to making draws under the DIP Financing. To the extent there are not sufficient immediately available unencumbered assets of the Estate, borrowings will be made under the DIP Financing. 8. Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of an Indemnitees request for indemnification, advise in writing the Board of Directors, or such other person or persons as are empowered to make the determination pursuant to Section 7, that such Indemnitee has made such request for determination. Upon making such request for indemnification, such Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. Any such determination that is adverse to such Indemnitee may be challenged by such Indemnitee in a court of competent jurisdiction. No determination by the Company (including by its directors or any Independent Counsel) that such Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of expenses by the Company hereunder or create a presumption that such Indemnitee has not met any applicable standard of conduct. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, an Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in the best interests of the Company, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful, if such Indemnitees actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to such Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to any Indemnitee for purposes of determining the right to indemnity hereunder. If the person or persons so empowered to make such determination shall have failed to make the requested indemnification within 45 days after the later of (i) receipt by the Company of such request and (ii) the appointment of Independent Counsel, the requisite determination of entitlement to indemnification shall be deemed to have been made and such 7
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Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any action, suit, investigation or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that any Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company, or (b) with respect to any criminal action or proceeding, that any Indemnitee had reasonable cause to believe that his conduct was unlawful. 9. Remedies of the Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that any Indemnitee is not entitled to indemnification hereunder or if payment has not been paid in full within 10 days following a determination of entitlement to indemnification is made or deemed to have been made pursuant to Sections 7 and 8, or if expenses are not advanced within 20 days of request pursuant to Section 6, such Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of California or any other court of competent jurisdiction of his entitlement to such indemnification or advance. Alternatively, such Indemnitee may, at his option, seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 days following the filing of the demand for arbitration. The Company shall not oppose any Indemnitees right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo and an Indemnitee shall not be prejudiced by reason of a determination (if so made) that he is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 7 or Section 8 hereof that an Indemnitee is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If an Indemnitee has been determined or deemed to be entitled any indemnification hereunder, the Company shall pay to Indemnitee all expenses (including attorneys fees), judgments, fines, settlements and other amounts owed under this Agreement, as well as all expenses (including attorneys fees) actually and reasonably incurred by such Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings), within 10 days after the applicable determination date. Notwithstanding anything herein to the contrary, in no event will an Indemnitee be required to repay the Company or otherwise pay any amounts due hereunder unless and until the matter of such Indemnitees entitlement to indemnification hereunder has been finally determined in accordance with this Agreement and applicable law. 10. Notification and Defense of Claim. As soon as practicable after receipt by an Indemnitee of notice of the commencement of any action, suit or proceeding, such Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, 8
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notify the Company in writing of the commencement thereof, but the omission to so notify the Company will not relieve the Company from any liability that it may have to such Indemnitee otherwise than under this Agreement unless such failure materially prejudices the Companys ability to defend such action. Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof: (a) The Company will be entitled to participate therein at its own expense; and

(b) Except as otherwise provided in this Section 10(b), to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to an Indemnitee of its election to so assume the defense thereof, the Company shall not be liable to such Indemnitee under this Agreement for any legal or other expenses subsequently incurred by such Indemnitee in connection with the defense thereof other than costs of investigation or as otherwise provided below. An Indemnitee shall have the right to employ his own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by such Indemnitee has been authorized by the Company, (ii) such Indemnitee shall have concluded in his sole discretion that there may be a conflict of interest between the Company and such Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of the action or, in the reasonable opinion of such Indemnitee, the Companys employed counsel shall not have acted to vigorously defend the action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which an Indemnitee shall have reached the conclusion provided for in clause (ii) above. In addition, if there exists, in the reasonable opinion of an Indemnitee, a potential, but not actual conflict of interest between the Company and such Indemnitee, the legal fees and expenses actually and reasonably incurred by such Indemnitee for separate counsel retained by such Indemnitee to monitor the proceeding (so that such counsel may assume Indemnitees defense if the potential conflict of interest between the Company and such Indemnitee becomes an actual conflict of interest) shall be deemed to be expenses under this Agreement that are subject to indemnification. The Company shall not be liable to indemnify an Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Companys written consent. The Company will not unreasonably withhold its consent to any proposed settlement. The Company shall not settle any action or claim in any manner against an Indemnitee that (a) does not grant such Indemnitee a complete release of liability; (b) would impose any penalty or 9
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limitation on such Indemnitee, or (c) would admit any liability or misconduct by such Indemnitee, in each case, without the Indemnitees prior written consent. 11. Other Rights to Indemnification. The indemnification and advancement of expenses (including attorneys fees) provided by this Agreement shall not be deemed exclusive of any other rights to which an Indemnitee may now or in the future be entitled under any provision of the Companys articles of incorporation, any provision of the bylaws of the Company, any vote of stockholders, any provision of law or otherwise. 12. Attorneys Fees and Other Expenses to Enforce Agreement. In the event that an Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement or under any other agreement or provision under the Companys articles of incorporation, bylaws, a vote of its shareholders or Disinterested Directors, or applicable law, and/or recovery under any directors and officers liability insurance policies maintained by the Company, such Indemnitee shall be entitled to recover from the Company and shall be indemnified by the Company against any expenses (including attorneys fees) and actually and reasonably incurred by him. 13. Duration of Agreement. This Agreement shall continue, with respect to any Indemnitee, during the period such Indemnitee is a director of the Company (or is or was serving at the request of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise) and shall continue thereafter until and terminate upon the later of: (a) four (4) years after such Indemnitee has ceased to occupy any of the positions described in this Agreement; (b) the final termination of all pending or threatened actions, suits, proceedings or investigations to which such Indemnitee may be subject by reason of the fact that he is or was a director of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise; and (c) the pendency of any proceeding commenced by Indemnitee to enforce or interpret his rights under this Agreement. The indemnification provided under this Agreement shall continue as to an Indemnitee even though he may have ceased to be a director of the Company. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of an Indemnitee and his spouse, successors, assigns, heirs, devisees, executors, administrators or other legal representatives. 14. Severability. If any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, all portions of any Sections of this Agreement containing any such provision held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, but not limited to, all 10
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portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifest by the provision held invalid, illegal or unenforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought shall be required to be produced to evidence the existence of this Agreement. 16. Captions. The captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. 17. Definitions. For purposes of this Agreement:

(a) Disinterested Director shall mean a Director of the Company who is not or was not a party to the action, suit, investigation or proceeding in respect of which indemnification is being sought by the Indemnitee. (b) An Indemnification Reserve Release Condition shall mean, with respect to any Indemnitee, any of the following: (A) insurance coverage under a directors and officers liability insurance policy reasonably satisfactory to such Indemnitee shall be in effect with respect to such Indemnitees service as a Director; (B) a letter of credit in an amount not less than $10,000,000 in favor of such Indemnitee for satisfaction of such Indemnitees requested expenses or determined indemnification amounts shall be outstanding; (C) a final order of the Bankruptcy Court that confirms a chapter 11 plan in the Case that exculpates such Indemnitee of any liability arising out of his services as a Director or officer of the Company shall have been entered, in form and substance reasonably satisfactory to such Indemnitee; (D) a successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to substantially all, or any substantial part of the business and/or assets of Company, shall have assumed and agreed to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, so long as the successor and the terms of its assumption and agreement to perform this Agreement is reasonably satisfactory in all respects to such Indemnitee; (E) the corporate parent of the Company shall have provided a guaranty of the obligations of the Company under this Agreement, 11
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satisfactory in all respects to such Indemnitee; or (F) the Company shall have provided security or assurances, reasonably satisfactory to such Indemnitee, of payment of the obligations under this Agreement. (c) Independent Counsel shall mean a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent: (i) the Company or any Indemnitee in any matter material to either such party, or (ii) any other party to the action, suit, investigation or proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or any Indemnitee in an action to determine such Indemnitees right to indemnification under this Agreement. (d) Independent Director Indemnitee shall mean Neilson or Ozawa and Independent Director Indemnitees shall mean Neilson and Ozawa. (e) Other Director Indemnitee shall mean Iwatsuki, Maruyama or Muraki and Other Director Indemnitees shall mean Iwatsuki, Maruyama and Muraki. 18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by the Company and all Indemnitees for which this Agreement remains effective as of such date. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 19. Notices. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand with receipt acknowledged by the party to whom said notice or other communication shall have been directed or if (ii) mailed by certified or registered mail, return receipt requested, with postage prepaid, on the date shown on the return receipt: (a) If to Iwatsuki, to: Takashi Iwatsuki American Suzuki Motor Corporation 3251 East Imperial Highway Brea, CA 92821 (b) If to Maruyama, to: Seiichi Maruyama American Suzuki Motor Corporation 12
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3251 East Imperial Highway Brea, CA 92821 (c) If to Muraki, to: Toru Muraki American Suzuki Motor Corporation 3251 East Imperial Highway Brea, CA 92821 (d) If to Ozawa, to: Michael M. Ozawa Avant Advisory Group 601 South Figueroa Street, Suite 4050 Los Angeles, CA 90017 (e) If to Neilson, to: R. Todd Neilson 1251 Manfield Way Draper, UT 84020 (f) If to the Company, to: Chief Executive Officer American Suzuki Motor Corporation 3251 East Imperial Highway Brea, CA 92821 or to such other address as may be furnished to an Indemnitee by the Company or to the Company by an Indemnitee, as the case may be. 20. Interest on Unpaid Amounts. If any payment to be made by the Company to an Indemnitee hereunder is not made by the applicable due date, the Company shall pay such Indemnitee such amount plus interest at the rate equal to 1.5% per month, commencing on the date on which such Indemnitee actually incurs such expenses or pays such judgment, fine or amount in settlement and ending on the date on which such payment is made in full to Indemnitee by the Company. 21. D&O Insurance. The Company shall, from time to time, make the good faith determination whether or not it is commercially reasonable for the Company to obtain and maintain a policy or policies of liability insurance with reputable insurance companies providing 13
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the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Companys performance of its indemnification obligations under this Agreement. In all policies of director and officer liability insurance, each Indemnitee shall be named as an insured in such a manner as to provide such Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Companys directors. 22. Governing Law. The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, applied without giving effect to any conflicts-of-law principles. 23. Effectiveness. The parties hereto agree that this Agreement shall become effective and all of the parties rights and obligations hereunder shall have full force and effect as of the following effective dates: (a) with respect to Iwatsuki, Murayama, Muraki, and Ozawa, as of (and for services contemplated hereunder commencing on and after) September 10, 2012 and (a) with respect to Neilson, as of (and for services contemplated hereunder commencing on and after) October 3, 2012. For purposes of clarification, the Companys obligations hereunder with respect to any Indemnitee shall be limited to those indemnifiable events that occurred on or after the applicable effective date of this Agreement with respect to such Indemnitee. Likewise, any Indemnitees rights and benefits hereunder shall have no force and effect with respect to indemnifiable events that occurred before the applicable effective date of this Agreement with respect to such Indemnitee.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

AMERICAN SUZUKI MOTOR CORPORATION

By: Its: _Chairman of the Board________

INDEMNITEES:

Takashi Iwatsuki _______________________________ Seiichi Maruyama _______________________________ Toru Muraki _______________________________ Michael Ozawa _______________________________ R. Todd Neilson
[SIGNATURE PAGE TO DIRECTOR INDEMNITY AGREEMENT]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

AMERICAN SUZUKI MOTOR CORPORATION By: Its: INDEMNITEES:

Takashi Iwatsuki

Toru Muraki

Michael Ozawa

R. Todd Neilson

[SIGNATURE PAGE TO DIRECTOR INDEMNITY AGREEMENT)

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IN WITNESS WHEREOF, the pmiies hereto have executed this Agreement on the day and year first above written.

AMERICAN SUZUKI MOTOR CORPORATION


By:

Its:
INDEMNITEES:

Talmshi Iwatsuki

Seiichi Maruyama

Torn Muraki

Michael Ozawa

R. Todd Neilson

iSIGNATUR!i: PAGE TO DIRECTOR INDEMNITY AGREEMENT

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

AMERICAN SUZUKI MOTOR CORPORATION By:

Its:
INDEMNITEES:

Takashi lwatsuki

Seiichi Maruyama

Toru Muraki

R. Todd Neilson

[SIGNATURE PAGE TO DIRECTOR INDEMNITY AGREEMENT]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

AMERICAN SUZUKI MOTOR CORPORATION


By:

Its:
INDEMNITEES:

Takashi lwatsuki

Seiichi Maruyama

Toru Muraki

!SIGNATURE PAGE TO DIRECTOR INDEMNlTY AGREEMENT!

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Exhibit C (Officer Indemnity Agreement)

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EXHIBIT C (Officer Indemnity Agreement) (M. Freddie Reiss)

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OFFICER INDEMNITY AGREEMENT (M. FREDDIE REISS)

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OFFICER INDEMNITY AGREEMENT This Officer Indemnity Agreement has been dated, for identification purposes only, as of the 5th day of November, 2012 and is made by and between AMERICAN SUZUKI MOTOR CORPORATION, a California corporation (the Company), and M. Freddie Reiss (the Indemnitee), effective as of the date specified in Section 23 hereof. PREAMBLE The Company is aware that, in order to induce highly competent persons to serve the Company as executive officers (Officers), the Company must provide such persons with adequate protection through insurance and indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the Company. The difficulty and expense of obtaining adequate directors and officers liability insurance given the current market and the Companys financial condition has increased the difficulty of attracting and retaining such persons. The board of directors of the Company (the Board of Directors) has determined that (1) it is essential to the best interests of all of the Companys stakeholders that the Company act to assure such persons that there will be increased certainty of such protection in the future, and that (2) it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify such persons to the fullest extent permitted by applicable law so that they will continue to serve the Company free from undue concern that they will not be so indemnified. The Indemnitee is willing to serve on the condition that he be so indemnified; NOW THEREFORE, in consideration of the premises and the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Indemnitee do hereby agree as follows: 1. Service by the Indemnitee. The Indemnitee will serve as chief restructuring officer of the Company in connection with the Companys restructuring of its automotive division, and will discharge his duties and responsibilities to the best of his ability so long as he is duly appointed in accordance with the provisions of the articles of incorporation and bylaws of the Company and the General Corporation Law of California, as may be amended from time to time, and any successor to such law (the GCLC), or until his earlier death, resignation or removal. The Indemnitee may at any time and for any reason resign from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Company shall have no obligation under this Agreement to continue the Indemnitee in any such position. Nothing in this Agreement shall confer upon the Indemnitee the right to continue as an Officer of the Company or affect the right of the Company or its equity holders to remove the Indemnitee as an Officer. For purposes of clarity, as provided in Section 13 hereof, 1
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this Agreement shall continue in force after Indemnitee has ceased to serve as an Officer of the Company. The parties acknowledge and agree that Indemnitees obligations to the Company are fixed as of the date of this Agreement as a result of Indemnitees agreement to act as chief restructuring officer, that no further performance by Indemnitee is required for Company to perform its obligations hereunder, and this Agreement is thereby not an executory contract. 2. Indemnification. The Company shall indemnify the Indemnitee to the fullest extent permitted by California law as the same now exists or may be amended or interpreted from time to time (but in the case of an amendment or interpretation, only to the extent that the amendment or interpretation permits the Company to provide broader indemnification rights than were permitted before the amendment or interpretation), against any and all expenses (including attorneys fees), judgments, fines, settlements and other amounts if Indemnitee was or is or becomes a party to or participant in, or is threatened to be made a party to or participant in, any proceeding by reason of or arising in part out of the Indemnitees activities as, or to proceedings related to Indemnitees status of, Officer, or Indemnitees service at the request of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise, regardless of whether such proceedings are brought in the form of an action by or in the right of the Company or otherwise, and regardless of whether brought by or on behalf of shareholders, creditors, trustees or other representatives or stakeholders of the Company or any committees thereof, and including any proceeding in which Indemnitee is solely a witness; provided, however that any and all such expenses, judgments, fines, settlements and other amount actually and reasonably incurred in connection with proceedings. The parties to this Agreement intend that it will provide for indemnification in excess of that expressly permitted by Section 317 of the GCLC, including any indemnification provided by the Companys articles of incorporation, its bylaws, a vote of its shareholders or Disinterested Directors, or applicable law. 3. Prohibited Indemnification. Without diminishing the scope of the indemnification provided by this Agreement, the rights of indemnification of the Indemnitee provided hereunder shall include, but shall not be limited to, those rights hereinafter set forth, except that no indemnification shall be paid to the Indemnitee: (a) on account of any suit in which final judgment is rendered against the Indemnitee for disgorgement of profits made from the purchase or sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law; (b) on account of acts or omissions of the Indemnitee that involve intentional misconduct or a knowing and culpable violation of law;

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(c) for any act, omission, conduct, transaction or in other circumstance where such indemnification is expressly prohibited by applicable law; (d) to the extent that payment for the same claims or amounts is actually made to the Indemnitee under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement (other than this Agreement), except in respect of any liability in excess of payment under such insurance, clause, bylaw or agreement; provided, however, that if it should be subsequently determined that Indemnitee is not legally entitled to retain any such payment, the restriction on indemnification pursuant to this subsection (d) shall no longer apply; (e) if a final nonappealable decision by a court having jurisdiction in the matter shall determine that such indemnification is not lawful (and, in this respect, both the Company and the Indemnitee have been advised that it is the position of the Securities and Exchange Commission that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable, and that claims for indemnification should be submitted to the appropriate court for adjudication); or (f) in connection with any proceeding (or part thereof) initiated by the Indemnitee, or any proceeding by the Indemnitee against the Company or its directors, officers, employees or other Indemnitees, (i) unless such indemnification is expressly required to be made by law, (ii) unless the proceeding was authorized by the Board of Directors of the Company, (iii) unless such indemnification is provided by the Company in its sole discretion, pursuant to the powers vested in the Company under applicable law, (iv) unless such proceeding is to enforce rights under this Agreement, (v) except as provided in Sections 9 and 12 hereof; or (vi) unless Indemnitee initiated the proceeding as part of Indemnitees duties to the Company and its stockholders. 4. Indemnification for Costs, Charges and Expenses of Successful Party. Notwithstanding the other provisions of this Agreement, to the extent that the Indemnitee has been successful on the merits in defense of any action, suit or proceeding, or in defense of any claim, issue or matter therein, including, without limitation, dismissal without prejudice, he shall be indemnified to the fullest extent permitted by law against all expenses (including attorneys fees) actually and reasonably incurred by him in connection therewith, and no determination under Section 7 shall be required. To the extent that Indemnitees involvement in any defense of any action, suit or proceeding is to prepare to serve and serve as a witness, and not as a party, the Indemnitee shall be indemnified to the fullest extent permitted by law against all expenses (including attorneys fees) actually and reasonably incurred in connection therewith, and no determination under Section 7 shall be required. 5. Partial Indemnification. If the Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the expenses (including 3
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attorneys fees), judgments, fines, settlements and other amounts actually and reasonably incurred by him in connection with the investigation, defense, appeal or settlement of a suit, action, investigation or proceeding, but is not entitled to indemnification for the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys fees), judgments, fines, settlements and other amounts actually and reasonably incurred by him to which the Indemnitee is entitled. 6. Advancement of Expenses and Costs. All expenses actually incurred by the Indemnitee (including attorneys fees, retainers and advances of disbursements required of the Indemnitee) in connection with any possible, actual, or threatened action, suit or proceeding as described under Section 2 shall be paid by the Company in advance of the final disposition of such action, suit or proceeding, if so requested by the Indemnitee, within 20 days after the receipt by the Company of a statement or statements from the Indemnitee requesting such advance or advances in the manner set forth in Section 7(b). The Indemnitee may submit such statements from time to time and shall be entitled to continue to such receive such advanced expenses unless and until the matter of Indemnitees entitlement to indemnification hereunder has been finally determined in accordance with this Agreement and applicable law. Indemnitees right to such advancement is not subject to the satisfaction of any standard of conduct. The Indemnitees entitlement to such expenses shall include those incurred in connection with any proceeding by the Indemnitee (a) seeking an adjudication or award in arbitration pursuant to this Agreement or under any other agreement or provision under the Companys articles of incorporation, bylaws, a vote of its shareholders or Disinterested Directors, or applicable law, and/or (b) recovery under any directors and officers liability insurance policies maintained by the Company. Such statement or statements shall reasonably evidence the expenses and costs incurred by him in connection therewith (provided that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege) and shall include or be accompanied by an undertaking by or on behalf of the Indemnitee to repay such amount if it is ultimately determined that the Indemnitee is not entitled to be indemnified against such expenses and costs by the Company pursuant to this Agreement or otherwise. Indemnitees obligation to reimburse the Company for advanced expenses shall be unsecured and no interest shall be charged thereon. 7. Determination of Entitlement to Indemnification; DIP Financing.

(a) Subject to Section 4, upon final disposition of any action, suit or proceeding and upon the written request by the Indemnitee for indemnification pursuant hereto, the entitlement of the Indemnitee to indemnification pursuant to the terms of this Agreement shall be determined by an Independent Counsel (as hereinafter defined) in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, unless the parties mutually agreed to use another determination method permitted under Section 317(e) of the GCLC. Such Independent Counsel shall be selected by and be mutually acceptable to both the Board of Directors and Indemnitee. Such determination 4
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of entitlement to indemnification shall be made not later than 45 days after the later of (i) receipt by the Company of a written request for indemnification and (ii) the appointment of Independent Counsel. Such indemnification request shall include documentation or information which is necessary for such determination and which is reasonably available to the Indemnitee; provided that Indemnitee shall not be required to provide any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client privilege. Any costs or expenses (including attorneys fees) actually and reasonably incurred by the Indemnitee in connection with his request for indemnification hereunder shall be borne by the Company if the Indemnitee is determined to be entitled to all or a portion of the requested indemnification. If the person(s) making such determination shall determine that the Indemnitee is entitled to indemnification as part (but not all) of the application for indemnification, such person(s) shall reasonably prorate such partial indemnification among such claims, issues or matters. Until final disposition of the applicable action, suit or proceeding, all costs and expenses of the Indemnitee shall be paid by the Company in accordance with Section 6 as and when such costs and expenses are incurred by the Indemnitee. If no Independent Counsel shall have been selected within 10 days after Indemnitee gives its initial request pursuant to the first sentence of this Section 7, either the Company or Indemnitee may petition an appropriate court in California to resolve any objection which shall have been made by the Company or Indemnitee to the others selection of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by such court or such other person as such court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed will act as Independent Counsel. In all events, the Company shall pay all of the fees and expenses of the Independent Counsel actually and reasonably incurred in connection with the Independent Counsels determination pursuant to this Section 7. (b) In order to secure the payment and the performance of the Companys obligations to Indemnitee under this Agreement in the event the Company files a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code, 11, U.S.C. Sections 101 et seq., commencing a federal bankruptcy case in respect of the Company (the Case), the Company will request: (i) an order by the applicable bankruptcy court (the Bankruptcy Court) approving debtor-in-possession financing (DIP Financing) that will include a carve-out from any secured claim of a debtor-in-possession lender under such DIP Financing of not less than $10,000,000 in the aggregate for the sole purpose of satisfying the Companys obligations under this Agreement and under an indemnity agreement with the Companys directors (the Other Indemnity Agreement); provided, however, that the Other Indemnity Agreements may not provide greater indemnity protection, or otherwise provide more favorable terms (including an effective date earlier than September 10, 2012), than provided to Indemnitee under this Agreement (it being acknowledge that the Other Indemnity Agreement do not contemplate that the indemnified parties provide services as chief restructuring officer); and (ii) an order by 5
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the Bankruptcy Court authorizing the Company to honor all obligations arising under this Agreement and the Other Indemnity Agreement. Unless one of the Indemnification Reserve Release Conditions (defined below) has been satisfied, at least two (2) business days prior to the earlier of the maturity date of the DIP Financing or any date on which the Company prepays the DIP Financing in full or in part, the Company shall take all necessary steps to borrow out of such DIP Financing an amount equal to the amount by which $10,000,000 exceeds all amounts theretofore borrowed and paid to, or at the direction of, Indemnitee and the indemnified parties under the Other Indemnity Agreement with respect to requested expenses or determined indemnification amounts (the Cash Indemnification Reserve). Immediately upon borrowing the Cash Indemnification Reserve, the Company shall deposit the Cash Indemnification Reserve into an escrow account pursuant to an escrow agreement between the Company, the Indemnitee, such other indemnified parties, and a mutually acceptable escrow agent, which agreement shall be satisfactory in all respects to Indemnitee and such other indemnified parties and shall provide that such funds will be released to Indemnitee on demand of by Indemnitee in accordance with this Agreement or by such other indemnified parties under the Other Indemnity Agreement or to the Company upon notice by Indemnitee to the escrow agent, which notice Indemnitee agrees to give promptly upon the satisfaction of any one or more of the Indemnification Reserve Release Conditions. Upon delivery by Indemnitee of any request for advancement of expenses under Section 6, or upon the determination of entitlement to indemnification pursuant to Section 7, the Company will promptly, but in no event later than two (2) days following such request or determination, take all necessary steps to initiate and cause payment to Indemnitee out of such DIP Financing of an amount equal to such requested expenses or determined indemnification amount, and will direct that such payment be deposited directly into the account designated by Indemnitee within 20 days following such advancement of expenses request under Section 6, or within 10 days following such determination of entitlement to indemnification pursuant to this Section 7. (d) Notwithstanding anything in 7(a) or 7(b) to the contrary, the Company shall fund the Cash Indemnification Reserve and satisfy any request for advancement of expenses first out of any immediately available unencumbered assets of the Estate prior to making draws under the DIP Financing. To the extent there are not sufficient immediately available unencumbered assets of the Estate, borrowings will be made under the DIP Financing. 8. Presumptions and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitees request for indemnification, advise in writing the Board of Directors, or such other person or persons as are empowered to make the determination pursuant to Section 7, that the Indemnitee has made such request for 6
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determination. Upon making such request for indemnification, the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in the making of any determination contrary to such presumption. Any such determination that is adverse to Indemnitee may be challenged by the Indemnitee in a court of competent jurisdiction. No determination by the Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment of expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he reasonably believed to be in the best interests of the Company, and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct of the person was unlawful, if Indemnitees actions or omissions to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or by committees of the Board or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other persons professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder. If the person or persons so empowered to make such determination shall have failed to make the requested indemnification within 45 days after the later of (i) receipt by the Company of such request and (ii) the appointment of Independent Counsel, the requisite determination of entitlement to indemnification shall be deemed to have been made and the Indemnitee shall be absolutely entitled to such indemnification, absent actual and material fraud in the request for indemnification. The termination of any action, suit, investigation or proceeding by judgment, order, settlement or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself: (a) create a presumption that the Indemnitee did not act in good faith and in a manner which he reasonably believed to be in the best interests of the Company, or (b) with respect to any criminal action or proceeding, that the Indemnitee had reasonable cause to believe that his conduct was unlawful. 9. Remedies of the Indemnitee in Cases of Determination not to Indemnify or to Advance Expenses. In the event that a determination is made that the Indemnitee is not entitled to indemnification hereunder or if payment has not been paid in full within 10 days following a determination of entitlement to indemnification is made or deemed to have been made pursuant to Sections 7 and 8, or if expenses are not advanced within 20 days of request pursuant to Section 6, the Indemnitee shall be entitled to a final adjudication in an appropriate court of the State of California or any other court of competent jurisdiction of his entitlement to such indemnification or advance. Alternatively, the Indemnitee may, at his option, seek an award in 7
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arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association, such award to be made within 60 days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitees right to seek any such adjudication or award in arbitration or any other claim. Such judicial proceeding or arbitration shall be made de novo and the Indemnitee shall not be prejudiced by reason of a determination (if so made) that he is not entitled to indemnification. If a determination is made or deemed to have been made pursuant to the terms of Section 7 or Section 8 hereof that the Indemnitee is entitled to indemnification, the Company shall be bound by such determination and shall be precluded from asserting that such determination has not been made or that the procedure by which such determination was made is not valid, binding and enforceable. The Company further agrees to stipulate in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the Indemnitee has been determined or deemed to be entitled any indemnification hereunder, the Company shall pay to Indemnitee all expenses (including attorneys fees), judgments, fines, settlements and other amounts owed under this Agreement, as well as all expenses (including attorneys fees) actually and reasonably incurred by the Indemnitee in connection with such adjudication or award in arbitration (including, but not limited to, any appellate proceedings), within 10 days after the applicable determination date. Notwithstanding anything herein to the contrary, in no event will Indemnitee be required to repay the Company or otherwise pay any amounts due hereunder unless and until the matter of Indemnitees entitlement to indemnification hereunder has been finally determined in accordance with this Agreement and applicable law. 10. Notification and Defense of Claim. As soon as practicable after receipt by the Indemnitee of notice of the commencement of any action, suit or proceeding, the Indemnitee will, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company in writing of the commencement thereof, but the omission to so notify the Company will not relieve the Company from any liability that it may have to the Indemnitee otherwise than under this Agreement unless such failure materially prejudices the Companys ability to defend such action. Notwithstanding any other provision of this Agreement, with respect to any such action, suit or proceeding as to which the Indemnitee gives notice to the Company of the commencement thereof: (a) The Company will be entitled to participate therein at its own expense; and

(b) Except as otherwise provided in this Section 10(b), to the extent that it may wish, the Company, jointly with any other indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee. After notice from the Company to the Indemnitee of its election to so assume the defense thereof, the Company shall not be liable to the Indemnitee under this Agreement for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof other than costs of investigation or as otherwise provided below. The 8
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Indemnitee shall have the right to employ his own counsel in such action, suit or proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Company, (ii) the Indemnitee shall have concluded in his sole discretion that there may be a conflict of interest between the Company and the Indemnitee in the conduct of the defense of such action, or (iii) the Company shall not in fact have employed counsel to assume the defense of the action or, in the reasonable opinion of the Indemnitee, the Companys employed counsel shall not have acted to vigorously defend the action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have reached the conclusion provided for in clause (ii) above. In addition, if there exists, in the reasonable opinion of the Indemnitee, a potential, but not actual conflict of interest between the Company and Indemnitee, the legal fees and expenses actually and reasonably incurred by Indemnitee for separate counsel retained by Indemnitee to monitor the proceeding (so that such counsel may assume Indemnitees defense if the potential conflict of interest between the Company and Indemnitee becomes an actual conflict of interest) shall be deemed to be expenses under this Agreement that are subject to indemnification. The Company shall not be liable to indemnify the Indemnitee under this Agreement for any amounts paid in settlement of any action or claim effected without the Companys written consent. The Company will not unreasonably withhold its consent to any proposed settlement. The Company shall not settle any action or claim in any manner that (a) does not grant Indemnitee a complete release of liability; (b) would impose any penalty or limitation on the Indemnitee, or (c) would admit any liability or misconduct by Indemnitee, in each case, without the Indemnitees prior written consent. 11. Other Rights to Indemnification. The indemnification and advancement of expenses (including attorneys fees) provided by this Agreement shall not be deemed exclusive of any other rights to which the Indemnitee may now or in the future be entitled under any provision of the Companys articles of incorporation, any provision of the bylaws of the Company, any vote of stockholders, any provision of law or otherwise. 12. Attorneys Fees and Other Expenses to Enforce Agreement. In the event that the Indemnitee is subject to or intervenes in any proceeding in which the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce his rights under, or to recover damages for breach of, this Agreement or under any other agreement or provision under the Companys articles of incorporation, bylaws, a vote of its shareholders or Disinterested Directors, or applicable law, and/or recovery under any directors and officers liability insurance policies maintained by the Company, the Indemnitee shall be 9
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entitled to recover from the Company and shall be indemnified by the Company against any expenses (including attorneys fees) and actually and reasonably incurred by him. 13. Duration of Agreement. This Agreement shall continue during the period Indemnitee is an Officer of the Company (or is or was serving at the request of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise) and shall continue thereafter until and terminate upon the later of: (a) four (4) years after the Indemnitee has ceased to occupy any of the positions described in this Agreement; (b) the final termination of all pending or threatened actions, suits, proceedings or investigations to which the Indemnitee may be subject by reason of the fact that he is or was an Officer of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another foreign or domestic corporation, partnership, joint venture, trust, or other enterprise; and (c) the pendency of any proceeding commenced by Indemnitee to enforce or interpret his rights under this Agreement. The indemnification provided under this Agreement shall continue as to the Indemnitee even though he may have ceased to be a director of the Company. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit of the Indemnitee and his spouse, successors, assigns, heirs, devisees, executors, administrators or other legal representatives. 14. Severability. If any provision or provisions of this Agreement shall be held invalid, illegal or unenforceable for any reason whatsoever, (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including, but not limited to, all portions of any Sections of this Agreement containing any such provision held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby, and (b) to the fullest extent possible, the provisions of this Agreement (including, but not limited to, all portions of any paragraph of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifest by the provision held invalid, illegal or unenforceable. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 15. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought shall be required to be produced to evidence the existence of this Agreement.

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16. Captions. The captions and headings used in this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof. 17. Definitions. For purposes of this Agreement:

(a) Disinterested Director shall mean a Director of the Company who is not or was not a party to the action, suit, investigation or proceeding in respect of which indemnification is being sought by the Indemnitee. (b) Independent Counsel shall mean a law firm or a member of a law firm that neither is presently nor in the past five years has been retained to represent: (i) the Company or the Indemnitee in any matter material to either such party, or (ii) any other party to the action, suit, investigation or proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term Independent Counsel shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or the Indemnitee in an action to determine the Indemnitees right to indemnification under this Agreement. (c) An Indemnification Reserve Release Condition shall mean any of the following: (A) insurance coverage under a directors and officers liability insurance policy reasonably satisfactory to Indemnitee shall be in effect with respect to Indemnitees service as an Officer of the Company; (B) a letter of credit in an amount not less than $10,000,000 in favor of Indemnitee for satisfaction of Indemnitees requested expenses or determined indemnification amounts shall be outstanding; (C) a final order of the Bankruptcy Court that confirms a chapter 11 plan in the Case that exculpates the Indemnitee of any liability arising out of his services as an Officer of the Company shall have been entered, in form and substance reasonably satisfactory to Indemnittee; (D) a successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to substantially all, or any substantial part of the business and/or assets of Company, shall have assumed and agreed to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no succession had taken place, so long as the successor and the terms of its assumption and agreement to perform this Agreement is reasonably satisfactory in all respects to Indemnitee; (E) the corporate parent of the Company shall have provided a guaranty of the obligations of the Company under this Agreement, satisfactory in all respects to Indemnitee; or (F) the Company shall have provided security or assurances, reasonably satisfactory to Indemnitee, of payment of the obligations under this Agreement. 18. Modification and Waiver. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties hereto. No waiver of any 11
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of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver. 19. Notices. All notices, requests, demands or other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by hand with receipt acknowledged by the party to whom said notice or other communication shall have been directed or if (ii) mailed by certified or registered mail, return receipt requested, with postage prepaid, on the date shown on the return receipt: (a) If to the Indemnitee to: M. Freddie Reiss FTI Consulting 1999 Avenue of the Stars, Suite 2500 Los Angeles, CA 90067 (b) If to the Company, to: Chief Executive Officer American Suzuki Motor Corporation 3251 East Imperial Highway Brea, CA 92821 or to such other address as may be furnished to the Indemnitee by the Company or to the Company by the Indemnitee, as the case may be. 20. Interest on Unpaid Amounts. If any payment to be made by the Company to Indemnitee hereunder is not made by the applicable due date, the Company shall pay Indemnitee such amount plus interest at the rate equal to 1.5% per month, commencing on the date on which Indemnitee actually incurs such expenses or pays such judgment, fine or amount in settlement and ending on the date on which such payment is made in full to Indemnitee by the Company. 21. D&O Insurance. The Company shall, from time to time, make the good faith determination whether or not it is commercially reasonable for the Company to obtain and maintain a policy or policies of liability insurance with reputable insurance companies providing the directors and officers of the Company with coverage for losses from wrongful acts, or to ensure the Companys performance of its indemnification obligations under this Agreement. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Companys directors.

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22. Governing Law. The parties hereto agree that this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, applied without giving effect to any conflicts-of-law principles. 23. Effectiveness. The parties hereto agree that this Agreement shall become effective and all obligations hereunder shall have full force and effect as of the date on which the engagement of the Indemnitee by the Company shall have been approved by the Bankruptcy Court; provided, however, if such approval shall not have been given on or before the ninetieth (90th) day after the date hereof, this Agreement shall not become effective and shall be null and void. For purposes of clarification, the Companys obligations hereunder with respect to the Indemnitee shall be limited to those indemnifiable events that occurred on or after the effective date of this Agreement with respect to Indemnitee. Likewise, any Indemnitees rights and benefits hereunder shall have no force or effect with respect to indemnifiable events that occurred before the effective date of this Agreement with respect to Indemnitee.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first above written.

AMERICAN SUZUKI MOTOR CORPORATION

By: Its: Chairman of the Board_______

INDEMNITEE:

M. Freddie Reiss
[SIGNATURE PAGE TO OFFICER INDEMNITY AGREEMENT (M. FREDDIE REISS)]

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