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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.: 12-_____ (___) Chapter 11 NOTICE OF EMERGENCY MOTION AND EMERGENCY MOTION FOR ORDER AUTHORIZING THE DEBTOR TO HONOR CERTAIN PREPETITION OBLIGATIONS FOR THE BENEFIT OF ITS DEALERS AND OTHER CUSTOMERS AND TO OTHERWISE CONTINUE CUSTOMER PROGRAMS AND PRACTICES INCLUDING WARRANTY PROGRAMS IN THE ORDINARY COURSE; MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT THEREOF [Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions Filed Concurrently Herewith]

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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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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 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, on an emergency basis, for entry of an order, pursuant to sections 105(a), 363(b), 553, 507(a), 1107(a) and 1108 of title 11 of the United States Code (the Bankruptcy Code), authorizing, but not directing, the Debtor to honor, in its sole discretion, certain prepetition obligations for the benefit of its authorized Dealers, Fleet Customers, Marine Division Boat Builder Customers, Government Customers, Racers, and Consumers (all as defined and further discussed below, collectively, the Customers), and otherwise continue Warranty Programs and all other Customer Programs (as described in the Motion) and practices in the ordinary course of business. As a distributor of automobiles, motorcycles, all-terrain vehicles, and marine outboard motors, the Debtor offers various limited warranties for parts, systems, and accessories. In some instances, these warranties are offered to ensure compliance with federal and state health and safety regulations, such as, for example, to ensure compliance with government-established emission standards and seatbelt safety laws. The Debtors ability to seamlessly continue warranty service and repair work on its products is essential to public safety as well as to preserving the Debtors value as a going concern. In addition to Warranty Programs, prior to the commencement of this case, the Debtor offered various sales promotions and incentives and other Customer Programs to encourage Customers to purchase the Debtors products. The Debtor must be able to maintain Customer confidence and satisfaction at this critical juncture of the case. A failure to honor the Customer Programs would result in the deterioration of relationships with Customers and significantly harm the Debtors standing in the competitive industries in which it operates. The net result would be a material reduction in the Debtors sales, which would, in turn, jeopardize the Debtors ability to effectively reorganize.

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PLEASE TAKE FURTHER NOTICE that the Motion is based on this Notice and Motion, the Notice of Emergency 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 pursuant to Local Bankruptcy Rule 2081-1, this Motion may be heard on less than two court days notice. The Debtor requests that the relief sought herein be granted on an emergency basis because continuing the Customer Programs described in the Memorandum of Points and Authorities annexed hereto on an uninterrupted basis is essential to the Debtors business operations. In the case of warranty obligations, the Debtor must be able to offer uninterrupted service and repair work as a matter of public safety and to ensure a business as usual atmosphere for its Customers. The Debtors inability to honor such Customer Programs would likely result in substantial attrition among Customers or cancellation of existing sales contracts, thereby jeopardizing the ability of the Debtor to reorganize. Granting the relief requested in this Motion on an emergency basis will benefit the estate immediately by assuring Customers that the filing of the Debtors chapter 11 case will not interfere with Customer Programs. The Debtor respectfully requests that the Court schedule a hearing on this Motion at the same time as other emergency first day motions. PLEASE TAKE FURTHER NOTICE that the Debtor will serve this Notice and Motion and the attached Memorandum of Points and Authorities 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 (the Bankruptcy Rules), (c) counsel to Suzuki Motor Corporation, the Debtors prepetition and postpetition lender, and (d) the parties that file 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 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
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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. PLEASE TAKE FURTHER NOTICE that any opposition or other response to the Motion must be filed with the Court and served on proposed counsel for the Debtor at the above address any time before the hearing or presented at the hearing on the Motion at the time and place set forth in the Notice of Hearing on Emergency Motions. Your failure to timely object may be deemed by the Court to constitute consent to the relief requested herein. WHEREFORE the Debtor respectfully requests that the Court grant this Motion and enter an order (i) authorizing the Debtor (a) to honor and perform, in its sole discretion, prepetition obligations related to the Customer Programs in the ordinary course of its business, and (b) to the extent Court authorization is deemed necessary, continue, renew, replace, implement or terminate such Customer Programs in the ordinary course of business, without further application to the Court; and (ii) granting the Debtor such other relief as the Court deems necessary and appropriate. 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.: 12-_____ (___) Chapter 11 MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF EMERGENCY MOTION FOR ORDER AUTHORIZING THE DEBTOR TO HONOR CERTAIN PREPETITION OBLIGATIONS FOR THE BENEFIT OF ITS DEALERS AND OTHER CUSTOMERS AND TO OTHERWISE CONTINUE CUSTOMER PROGRAMS AND PRACTICES INCLUDING WARRANTY PROGRAMS IN THE ORDINARY COURSE [Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions Filed Concurrently Herewith]

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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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I. BACKGROUND ............................................................................................................................... 1 A. Jurisdiction and Venue.............................................................................................................. 1 B. General Background ................................................................................................................. 1 II. THE DEBTORS CUSTOMERS .................................................................................................... 3 III. RELIEF REQUESTED................................................................................................................... 4 IV. THE DEBTORS CUSTOMER PROGRAMS .............................................................................. 5 A. The Warranty Programs ............................................................................................................ 6 1. Automobile Limited Warranty .............................................................................................. 6 2. ATV Limited Warranty......................................................................................................... 7 3. Motorcycle Limited Warranty Policy ................................................................................... 7 4. Marine Limited Warranty ..................................................................................................... 8 5. Extended Service Program .................................................................................................... 8 6. Recall Programs .................................................................................................................... 8 B. The Sales Incentive Programs ................................................................................................... 9 C. The Dealer Support Programs ................................................................................................. 12 V. ARGUMENT ................................................................................................................................. 14 A. Honoring Customer Commitments Falls Within the Ordinary Course of Business ............... 14 B. Honoring Customer Obligations Is Authorized Under Section 105(a) of the Bankruptcy Code 15 C. Necessity for Immediate Relief and Effectiveness of Order .................................................. 19 VI. NOTICE ........................................................................................................................................ 19 VII. CONCLUSION ........................................................................................................................... 20

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Cases B&W Enters, Inc. v. Goodman Oil Co. (In re B&W Enters., Inc.), 713 F.2d 534 (9th Cir. 1983) .......................................................................................................... 17 Bank of Am. Natl Trust & Sav. Assn v. 203 N. La Salle St. Pship, 526 U.S. 434, 453 (1999) ................................................................................................................ 16 Burchinal v. Central Washington Bank (In re Adams Apple, Inc.) 829 F.2d 1484, 1490 (9th Cir. 1987) .............................................................................................. 17 Burlington N. R.R. Co. v. Dant & Russell, Inc. (In re Dant & Russell, Inc.), 853 F.2d 700, 705 (9th Cir. 1988) .................................................................................................. 14 Gurney v. State of Arizona Dept. of Revenue (In re Gurney), 192 B.R. 529, 537 (9th Cir. BAP 1996) ......................................................................................... 16 In re Chrysler LLC, et al., Case No. 09-50002 (AJG) (Bankr. S.D.N.Y. 2009) ....................................................................... 15 In re Equalnet Commcns, 258 B.R. 368, 369-70 (Bankr. S.D. Tex. 2000) .............................................................................. 18 In re Fleetwood Enterprises, Inc., et al., Case No. 09-14254-MJ (Bankr. C.D. Cal. 2009) ........................................................................... 15 In re General Motors Corp., et al., Case No. 09-50026 (Bankr. S.D.N.Y. 2009) .................................................................................. 15 In re Mercado, 124 B.R. 799, 802 (Bankr. C.D. Cal. 1991).................................................................................... 16 In re Woodside Group, LLC, Case No. 08-20682 (Bankr. C.D. Cal., Aug. 27, 2008) .................................................................. 18 Miltenberger v. Logansport, C. & S. W. R. Co., 106 U.S. 286 (1882) ........................................................................................................................ 17 National Labor Relations Bd. v. Bildisco & Bildisco, 465 U.S. 513, 527 (1984) ................................................................................................................ 16 United States v. Energy Resources, 495 U.S. 545, 549 (1990) ................................................................................................................ 15 Statutes 11 U.S.C. 105(a) .............................................................................................................................. 15 11 U.S.C. 363(c)(1).......................................................................................................................... 14

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American Suzuki Motor Corporation, the above-captioned debtor and debtor in possession (the Debtor), hereby files this Memorandum of Points and Authorities in support of the Emergency Motion for Order Authorizing the Debtor to Honor Certain Prepetition Obligations for the Benefit of its Dealers and Other Customers and to Otherwise Continue Customer Programs and Practices Including Warranty Programs in the Ordinary Course (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). Venue 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 Products1 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).

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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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In the operation of its business, the Debtor purchases Suzuki Products from SMC and certain other non-debtor affiliates. In turn, the Debtor wholesales virtually its entire inventory through a network of independently owned and unaffiliated dealerships located throughout the continental United States. The dealers then market and sell the Suzuki Products to retail customers. As of the Petition Date, there are approximately 220 automotive dealerships, over 900 motorcycle/ATV dealerships, and over 780 outboard marine dealerships. Through dealers, the Debtor also sells a portion of its automotive inventory (less than 10%) to car rental companies and others (less than 2%) that lease the vehicles to retail customers. The Debtor also purchases the majority of its automotive parts from SMC and certain unaffiliated companies and resells them to the automotive dealers and authorized warranty service providers. The Debtor determined that its Automotive Division is facing and will continue to face a number of serious challenges in the highly regulated and competitive automotive industry in the continental U.S. market. The challenges include unfavorable foreign exchange rates, disproportionally high and increasing costs associated with meeting more stringent state and federal automotive regulatory requirements unique to the continental U.S. market, low sales volumes, a limited number of models in its line-up, and existing and potential litigation costs. The Debtor has exhausted all available means to reduce the cost of operating the Automotive Division for it to operate profitably. Accordingly, the Debtor determined that the best way to preserve and enhance the value of its overall business is to wind down new sales of the Automotive Division in the continental U.S. and realign its business focus on the long-term growth of its Motorcycles/ATV and Marine Divisions. Contemporaneous with the filing of this case, the Debtor filed a plan of reorganization (the Plan). Under the proposed Plan, the Motorcycles/ATV and Marine Divisions will remain largely unaffected including the warranties associated with such products. As part of its restructuring, NounCo, Inc., a wholly owned subsidiary of SMC, will purchase the Motorcycles/ATV and Marine 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

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Suzuki automotive parts and services to retail customers through a network of parts and service only dealerships that will provide warranty services. The Debtors Motorcycles/ATV Division is strong and competitively positioned in its market, allowing for long-term growth as economic conditions improve. Similarly, the Marine Division has remained competitive during the recent challenging economic times and the Debtor is working to further build its market share in the marine industry through continued investment in new product development and resuming large-scale marketing events focused on attracting new marine customers. The strategy embodied in the proposed Plan returns the business to its roots in the U.S. market, which began with motorcycles, and is intended to position the overall business for success in the continental U.S. for the benefit of all parties in interest. The Suzuki name is recognized around the world as a brand of quality products that offer reliability and originality. SMC has informed the Debtor that it continues to invest in its operations, improve its overall performance worldwide, and remains committed to manufacturing Suzuki Products for customers around the world. SMCs manufacturing and world-wide distribution of Suzuki automobiles will continue despite the Debtors wind down of the continental U.S. Automotive Division. Additional factual background regarding the Debtor, including its current and historical business operations and the events precipitating its chapter 11 filing, is set forth in detail in the Declaration of M. Freddie Reiss, Proposed Chief Restructuring Officer, in Support of Emergency First Day Motions (the Reiss Declaration) filed contemporaneously with this Motion and incorporated herein by reference. II. THE DEBTORS CUSTOMERS The Debtor purchases substantially all of its vehicles and marine outboard motors from SMC or its affiliates and markets and resells them primarily to authorized dealers (the Dealers) pursuant to state laws. The Dealers, in turn, sell the Suzuki Products directly to individual and retail consumers (the Consumers). Thus, the Dealers are the Debtors public face of its business. The

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purchase of Suzuki Products by the Dealers, and in, turn, by the Consumers, is the primary source of revenue for the Debtor. With the exception of Fleet Customers, Marine Division Boat Builder Customers, and Government Customers (discussed below) to whom the Debtor sells its products directly,2 the Consumers generally interface with the Dealers, rather than the Debtor directly. In addition to selling Suzuki Products, pursuant to the Debtors limited warranty programs, the Dealers provide critical warranty and repair services to Consumers following a vehicle or marine outboard motor purchase. Thus, the Dealers are responsible for ensuring the general safety of Suzuki Products and compliance with various laws and regulations for the safety and benefit of Consumers. Compensation for warranty and repair services, sales incentives, and other Dealer support programs are a major component of the economic relationship among the Debtor, its Dealers and Consumers and are the industry norm in the highly competitive motor vehicle and marine outboard motor industries in which the Debtor operates. III. RELIEF REQUESTED By this Motion, the Debtor seeks entry of an order, pursuant to sections 105(a), 363(b), 507(a), 553, 1107(a) and 1108 of the Bankruptcy Code, authorizing, but not directing, the Debtor to honor and perform, in its sole discretion, prepetition obligations related to (a) limited warranty programs under which the Debtor is contractually obligated to repair or replace parts or components that may be defective or provide general service repair obligations under the terms of the applicable limited warranty for a specified period of time and as may be required by law (the Warranty Programs); (b) sales promotions and incentives for the purchase of Suzuki Products (the Sales Incentives); and (c) Dealer support programs (the Dealer Support Programs and together with the Warranty Programs and Sales Incentives, the Customer Programs), and to the extent Court authorization is necessary, to continue, renew, replace, implement or terminate such Customer

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The Debtor also sells Suzuki Products directly to its non-debtor affiliates who are authorized SMC distributors in other regions such as Canada and Puerto Rico.

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Programs in the ordinary course of business, without further order of the Court. A proposed form of order is annexed hereto as Exhibit A. During the pendency of this case, the Debtor intends to honor all Warranty Programs subject to the terms of the concurrently filed Emergency Motion for Order Authorizing Debtor to (i) Establish Uniform Procedures for Consensual Rejection of Prepetition Agreements and Claim Resolutions and (ii) Enter into Service and Parts Agreements with Automobile Dealers. The uninterrupted provision of warranty and service repair work is essential to maintaining the high quality of the Suzuki Products as well as to promoting Consumer safety. In some cases, the Debtors warranty and service obligations may be mandated by federal or state law, such as, for example, compliance with federal EPA emission standards and seatbelt safety laws. The Customer Programs are essential to the financial vitality of the Dealers, through which the Debtor sells substantially all of its products and honors its obligations under its Warranty Programs. Thus, to ensure public safety and to maximize product values, the Debtor must be able to provide assurances that it can and will continue to honor all of its financial obligations to all of its Dealers. In order to effectuate the reorganization, the Debtor must preserve and maximize the value of its estate for the benefit of all stakeholders. Accordingly, during the period between the Petition Date and the anticipated confirmation of the Plan, the Debtor intends to make every effort to minimize any adverse effect of the chapter 11 filing on Customers and Consumers and to maintain the high quality of Suzuki Products in the interests of public safety. The Debtor must be able to provide a business as usual experience to the Consumer while this chapter 11 case is pending. To that end, the Debtor requests authority to continue honoring the Customer Programs that are provided through the Debtors network of Dealers. IV. THE DEBTORS CUSTOMER PROGRAMS Before the Petition Date, in the ordinary course of business, and as common practice in the automotive industry in general, the Debtor offered the Customer Programs through its network of authorized Dealers. The Customer Programs are a cornerstone of the Debtors business and have
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been implemented to ensure Consumer safety and satisfaction, meet competitive pressures and protect the Debtors reputation in the marketplace, thereby fulfilling expectations of current Customers, attracting new ones, and ultimately enhancing net revenue. For the reasons set forth herein, it is in the best interests of the Debtor, its estate and creditors, to be able to honor, in its sole discretion, its prepetition obligations in connection with the Customer Programs, and to continue such Customer Programs in the ordinary course of business. On average, the Debtor spends approximately $10.5 million per month on account of its Customer Programs and the Debtor estimates that, as of the Petition Date, approximately half of that amount was owing on account of prepetition obligations under the Customer Programs. The Customer Programs are primarily implemented through the Dealers, which submit reimbursement requests for the claims arising under the Customer Program. The Debtor then either remits payment to, or offsets against receivables owing from, the applicable Dealer in the ordinary course of business on a weekly or monthly basis, depending on the program. A. The Warranty Programs 1. Automobile Limited Warranty

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ASMC provides a limited warranty that each new Suzuki automobile will be free from defects in workmanship or materials subject to the terms and conditions outlined more fully in the limited warranty. Generally, the Debtors basic limited warranty covers: (a) component replacement and major systems repair, including labor, for the first 36 months of ownership or 36,000 miles, whichever comes first; (b) certain corrosion-related repairs for 60 months, without reference to mileage; (c) battery replacement for 24 months or 24,000 miles, whichever comes first; (d) powertrain equipment replacement and repair for 100,000 miles; (e) parts and accessories for 12 months from the date of purchase; (f) emissions systems (including performance and parts), which varies from state to state; and (g) other warranties as may be required by applicable state or federal law, such as, for example, seatbelt repair. The Dealers make necessary repairs using new or remanufactured parts to correct defects covered by the applicable limited warranty without charge to the owner. There are several exceptions and qualifications to when a defect will qualify for warranty, all as further set forth in the limited warranty.
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The Debtor also offers a Warranty Repair Courtesy Vehicle Program. If a customers Suzuki vehicle is rendered inoperable during the limited warranty period and the vehicle is required to stay overnight at the Dealer for repair, the Dealer will provide a courtesy rental vehicle of its choice through an appointed rental company for up to three or five days, depending on the repair. Purchasers of new automobiles also are provided with Roadside Assistance for 36 months or 36,000 miles, whichever comes first. Consumers have access to a customer hotline, through which Consumers can obtain services such as towing, jumpstarting batteries, unlocking doors, changing flat tires, bringing gas to cars, arranging for alternate transportation and providing other ancillary concierge support in case of breakdown or other roadside emergency. The Debtor provides the Roadside Assistance program through a third party vendor named Cross Country Motor Club, Inc. (Cross Country). Payment to Cross Country is based on a per dispatch of service basis plus the cost rendered from the service provider to Cross Country. 2. ATV Limited Warranty

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ASMC provides a limited warranty that each new Suzuki ATV will be free from defects in workmanship or materials, subject to the terms and conditions outlined more fully in the limited warranty. For ATVs manufactured between 1995 through 2008, ASMC provides a 6 month, unlimited mileage warranty from the date the ATV is first delivered to the customer or placed into Dealer service, such as the case with ATVs used as floor models. For models manufactured in 2009 and later, the ATV is covered for 12 months, regardless of mileage. ASMC also offers a limited warranty relating to the emission control system for a specified period of time and mileage to ensure that the ATV is free from defects in material workmanship that could cause the vehicle to fail to conform to federal EPA regulations and, in some instances, as may be required by state law emissions standards. Any ATVs that are used for racing, commercial, rental or law enforcement purposes are excluded from any warranty coverage and are sold as is. 3. Motorcycle Limited Warranty Policy

ASMC provides a limited warranty against any defects in factory workmanship or materials for its motorcycles. Warranty periods vary based on the model and class of the motorcycle sold and exclusions apply as set forth more fully in the warranty. ASMC also offers a similar limited
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warranty relating to the emission control system for a specified period of time and mileage to ensure that the motorcycle is free from defects in material workmanship that could cause the vehicle to fail to conform to federal EPA regulations and, in some instances, as may be required by state law emissions standards. 4. Marine Limited Warranty

For Suzuki Four-Stroke Outboard Motors that were properly installed by an authorized Dealer, the Debtor provides a limited warranty. The warranty period varies by the make and model of the outboard marine motor and whether the outboard marine motor was purchased for commercial, non-commercial or governmental use. 5. Extended Service Program

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In the case of certain of the Debtors marine products, ASMC offers extended service contracts at no additional charge to the Consumer. The extended service covers the product beyond the term of the Debtors limited warranty period under a program called Gimme 6". The extended service program is administered by a third party service provider, Television and Appliance Warranty, Inc., aka Cornerstone, USA (Cornerstone). ASMC pays a premium to Cornerstone for each extended service contract. 6. Recall Programs

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In the ordinary course of business, the Debtor, like all other car companies, sometimes is required by federal law to institute recall campaigns to correct suspected defects in Suzuki Products (the Recall Programs). Repair and maintenance work related to such Recall Programs (generally performed by the Dealers) occasionally is necessary to both (a) comply with applicable law and (b) maintain public confidence in the quality of the Debtors brand and the safety of its Suzuki Products. From time to time, the Debtor also initiates its own recalls for repairs or has Suzuki Products checked by authorized repair technicians for certain potential defects. As of the Petition Date, the Debtor estimates that approximately $2.5 million will be owing on account of existing Recall Programs, of which a substantial portion may be reimbursed by the suppliers of the defective components or SMC, as applicable.

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On an average monthly basis, the Debtor incurs approximately $3 million in Warranty Program obligations, of which approximately 50% typically is reimbursed to the Debtor by SMC. The Warranty Program repairs are made primarily by the Dealers. To the extent that there are prepetition amounts outstanding to these Dealers or third party service providers, the Debtor seeks authority, in the exercise of its business judgment and in its discretion, to honor pre and postpetition obligations related to the Warranty Programs in the ordinary course of business by remitting reimbursements by actual cash payment or as a setoff, as applicable. The Debtor also requests the authority, in the exercise of its business judgment and its sole discretion, to incur new, postpetition obligations under the Warranty Programs, or other similar programs, as it continues to sell new cars, vehicles, or marine outboard motors. The Debtor faces a significant challenge of maintaining Customer confidence in the early stages of this chapter 11 case. Continuation of the Warranty Programs is essential to public safety and also to the Debtors ongoing business operations, the financial vitality of the Dealers, the maintenance of Consumer goodwill and loyalty, and the Debtors efforts to preserve its going concern value in the marketplace. Any risk that the Warranty Programs will not continue in accordance with past practice would irreparably damage the Debtor. B. The Sales Incentive Programs Throughout its history, the Debtor has offered various Sales Incentives to its Dealers and Consumers in an effort to retain its competitive edge and increase its Customer base. As of the Petition Date, the Debtors main Sales Incentives are: Cash Incentives. From time-to-time, qualifying individuals are offered discounts or credits of a set price (e.g., $500 off) toward the purchase of automobiles, motorcycles/ATVs and marine outboard motors. The cash-back programs can be offered to the public or a special category of Consumers (e.g., military, recent college graduates, repeat Consumers) for certain makes and models of Suzuki Products. Sales Managers/Salespersons Incentive. For certain makes and models of Suzuki Products, ASMC offers cash incentives to the Dealers sales personnel from time to time in the range of $50 to $300 as a set amount of each unit sold. In the Marine Division, the Debtor issues checks to the
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eligible sales person in the amount of the cash incentive on a periodic basis. In the Automotive and Motorcycles/ATV Divisions, the Debtor issues cash cards or debit cards with the set incentive amount funded on such cards, which are then distributed by the Dealer to its sales personnel for each Suzuki Product sold on a weekly or monthly basis depending on the Division. The cash cards or debit cards are provided by a third party service provider, Aimia Proprietary Loyalty U.S., Inc. (Aimia), in exchange for a set processing fee per card. Employee Cash Back. For certain makes and models of Suzuki Products, ASMC offers to its employees, employees of its non-debtor affiliate, and employees of its Dealers a cash-back award ranging from $40 to $500 as an incentive to purchase Suzuki Products. Finance Programs. From time to time, the Debtor offers financing incentives for the benefit of its Dealers and Consumers that purchase automobile, motorcycles, ATVs, and marine outboard motors through several retail financers such as Ally Commercial Finance, Sheffield, or GE. Automotive Division Specific Programs Fleet Incentives. From time to time, ASMC and its Dealers enter into contracts for the sale of a high volume or fleet of Suzuki vehicles to retail Consumers (e.g., rental car companies) (Fleet Customers). In such cases, ASMC agrees to pay the Fleet Customer an incentive for purchasing a high volume of Suzuki vehicles and also agrees to pay the Dealer that facilitated the transaction a set incentive, all as set forth pursuant to a contract between the parties. Suzuki No-Charge First Service. To create a loyal service customer base for the Automotive Division Dealers service departments, ASMC offers Consumers a No-Charge First Service program for all new 2009-2011 Suzuki vehicles sold from May 1, 2010 and after. At participating Dealers, Consumers are entitled to a free basic service, including an oil change, car wash, certain inspections and fluid replacement, within the first three months or 3,500 miles driven on the vehicle, whichever occurs first. ASMC reimburses its Dealers for this program depending on the make and model of the vehicle being serviced and the nature of the service. Suzuki Presidents Club 2012. In order to incentivize Automotive Division Dealers, ASMC provides a credit to the top 15 Suzuki Automotive Division Dealers in terms of sales for the applicable program year, which can be used to purchase Suzuki branded materials and products.
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Business Scorecard Program. The Debtor rewards its top Automotive Division Dealers (measured based on customer satisfaction, sales, and ability to timely sell automobiles, among other factors) with a quarterly cash payment ranging from $100 to $600 per unit sold. Retail Benchmark. The Debtor establishes retail benchmark targets, which vary by region and Automotive Division Dealer. Automotive Division Dealers earn credit for attaining the targets. Motorcycles/ATV Division Specific Programs Riders Contingency Program. The Debtor offers cash credits to motorcycle racers using Suzuki motorcycles/ATVs (the Racers). The credit can be used for the purchase of Suzuki parts and service. This program encourages the Racers to ride Suzuki vehicles and also promotes the Debtors products during the races. Marine Division Specific Programs Volume Discounts. The Debtor offers volume discounts to its Marine Division Dealers on certain makes and models of outboard marine products. The discounts are reflected as a reduction in the invoice price depending on the volume purchased. Rebates. The Debtor offers retail rebates based on the number of units sold by the Marine Division Dealers on a per unit, per model basis, which are paid to the Marine Division Dealers as a credit. Boat Builder Customers. In the Marine Division, the Debtor sells the majority of its marine outboard motors to boat builders (the Boat Builder Customers) who install the Suzuki marine outboard motors in their boats and then distribute the boats to authorized Marine Division Dealers. The Debtor acts as either the sole-source supplier or one of many suppliers of marine outboard motors to approximately 150 Boat Builder Customers. The Debtors relationship with each of its Boat Builder Customers is set forth in agreements between the Debtor and each Boat Builder Customer, and accordingly, the Debtors obligation to each Boat Builder Customer may vary from Customer to Customer. While the primary Customer Program offered to Boat Builder Customers is the volume discount discussed above, in certain cases, the Debtor may be obligated to reimburse the Boat Builder for various agreed-upon items.

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Government Customers. The Debtor is an approved GSA contractor and sells marine outboard motors directly to various governmental agencies, such as the Coast Guard, Department of Homeland Security, and other police agencies. The Debtor is required to comply with all governmental procedures on pricing as set forth in the GSA guidelines and other regulations under which it is authorized to sell marine outboard motors to these governmental agencies. The Debtor seeks authority, in its sole discretion, to continue to honor the Sales Incentives as generally described above and which may vary from time to time in the ordinary course of its business to maintain Customer confidence and a competitive edge during the pendency of this case, including payment of prepetition claims to third party service providers or administrators of the Sales Incentives. The Sales Incentives enable and encourage the Debtor and its Dealers to actively and successfully promote the Debtors products. The inability to honor the Sales Incentives in the ordinary course of the Debtors business would undermine the sales efforts of both the Debtor and its Dealers with respect to both Consumers and other Customers. Absent such relief, the Debtors Dealer and Customer relations will be irreparably harmed at a time when Customer loyalty and patronage is critical to the Debtor and its ability to reorganize. The Debtor believes that any such damage would result in a lower distribution to unsecured creditors and therefore the cost of honoring the Sales Incentives is justified. To the extent that the Debtor has issued any checks that were in float as of the Petition Date on account of any of the Sales Incentives, the Debtor requests authority to reissue such checks or direct its banks to honor such checks in its sole discretion. C. The Dealer Support Programs The Debtor provides other forms of support to its Dealers to assist the Dealers efforts to maximize sales of its products or to permit the Dealers to take advantage of volume discounts for all Dealers. The Dealer Support Programs facilitate (i) cash flows between ASMC and its Dealers, (ii) the Dealers ability to finance its inventory, and (iii) shared advertising costs. The Debtor incurs certain liabilities and obligations to its Dealers under the Dealer Support Programs, the most significant of which are discussed below: Holdback. As is customary in the motor vehicle industry, ASMC reserves or holds back 3% (Holdback) of each vehicle Manufacturers Suggested Retail Price (MSRP). ASMC reimburses
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its Automotive Division Dealers the Holdback and Floor Line (discussed below) payments on a monthly average of approximately $1.8 million. ASMC reimburses its Motorcycles/ATV Division Dealers the Holdback payments on a semi-annual basis in February (on account of July through December sales) and August (on account of January through June sales), in the amount of approximately $8 million per six-month period. Floor Line. ASMC reimburses its Automotive Division Dealers 1% of the MSRP for each unit sold. The Floor Line payments are standard in the automotive industry and are used to help offset the cost of interest for vehicles in transit to the Dealers. Co-Op Funds. ASMC also provides Co-Op Funds to offset a significant portion (typically 50%) of the Dealers costs for advertising or promoting Suzuki Products. The Dealers eligibility is based on the Dealers level of sales over a set period of time, which varies by Division. On average, the Debtor expends $750,000 per month on account of this program, which is paid to Dealers as a credit. In order to access Co-Op Funds, the Dealer must comply with program requirements, such as displaying Suzuki Products in a certain manner and in certain advertising. In the case of the Boat Builder Customers, any use of Co-Op Funds must be pre-approved by the Debtor. The Debtor administers the Co-Op Funds program through third party service providers who process the Dealers claims for Co-Op Funds and confirm the Dealers eligibility for Co-Op Funds, including Ansira Partners, Inc. and Advertising Checking Bureau. The Debtor pays these vendors on a per claim reviewed basis. In addition, the Debtor sends the Co-Op Funds to Ansira, who then disburses the funds to Dealers. On an average monthly basis, the Debtor pays these service providers approximately $50,000 in fees. Automotive Advertising Support Program/Conditional Holdback. The Debtor provides a quarterly credit to its Dealers equal to 2% of the MSRP of automobiles purchased for use in approved advertising campaigns and sales promotions, which must be used during a specified period of time on a use it or lose it basis. Gas Reimbursement. ASMC reimburses Dealers for fuel reimbursement per vehicle sold through a credit on the Dealers account to purchase Suzuki parts.

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PDI Reimbursement. ASMC requires that before any Suzuki vehicles are placed into use by Consumers, the vehicle is in perfect physical and operational condition. To that end, ASMC requires that its Dealers conduct a Pre-Delivery Inspection (PDI) of vehicles conducted by trained technicians. ASMC reimburses its Dealers a set amount for the labor cost associated with the PDI. The Debtor seeks authorization to honor all obligations under the Dealer Support Programs and to continue them as deemed appropriate in its sole discretion, in the ordinary course of business, including the payment of any third party service providers. The Debtor submits that it should be permitted to honor and pay any such claims or provide credits, setoff or recoupment, that may have arisen prior to the Petition Date in connection with the various Dealer Support Programs described above to assist in preserving the value of the Debtors brand and goodwill and to support the financial vitality of its Dealers. V. ARGUMENT A. Honoring Customer Commitments Falls Within the Ordinary Course of Business The Bankruptcy Code contemplates that a debtor in possession will continue business as usual in the ordinary course of its business. Unless the Bankruptcy Court orders otherwise, section 1108 of the Bankruptcy Code authorizes a debtor in possession to operate the debtors business, and section 363 states that [i]f the business of the debtor is authorized to be operated under section . . . 1108 . . . and unless the court orders otherwise, the [debtor in possession] may enter into transactions . . . in the ordinary course of business, without notice or a hearing, and may use property of the estate in the ordinary course of business without notice and a hearing. 11 U.S.C. 363(c)(1). As the United States Court of Appeals for the Ninth Circuit recognized: The touchstone of ordinariness is . . . the interested parties reasonable expectations of what transactions the debtor in possession is likely to enter in the course of its business. So long as the transactions conducted are consistent with these expectations, creditors have no right to notice and hearing . . . . Burlington N. R.R. Co. v. Dant & Russell, Inc. (In re Dant & Russell, Inc.), 853 F.2d 700, 705 (9th Cir. 1988) (citation omitted).

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The Debtor submits that the Customer Programs are not only within the ordinary course of business, but indeed expected and relied upon by the Debtor and its Customers and are customary for the industries in which the Debtor operate. The value of the Debtors brand is dependent upon the loyalty and confidence of the Consumers who buy Suzuki Products and Dealers who sell and service Suzuki Products. Continued support of these two key constituencies is absolutely essential to the Debtors ability to protect the public safety and preserve and maximize the going concern value of its assets and to confirm a plan of reorganization. The Debtors failure to honor or pay various outstanding obligations owing under the Customer Programs will severely and irreparably impair the Debtors Dealer network thereby jeopardizing public safety and impairing product and going concern values. It will also severely and irreparably impair Customer relations at a time when the loyalty and support of Customers is extremely critical. The Debtor further submits that the relief requested in this Motion is typical and similar to that approved in other recent automobile and vehicle distribution chapter 11 cases in the Central District of California and elsewhere, including programs similar to the Warranty Programs, Sales Incentives, and Dealer Support Programs. See, e.g., In re Fleetwood Enterprises, Inc., et al., Case No. 09-14254-MJ (Bankr. C.D. Cal. 2009) [Docket No. 176]; In re General Motors Corp., et al., Case No. 09-50026 (Bankr. S.D.N.Y. 2009) [Docket No. 167]; In re Chrysler LLC, et al., Case No. 09-50002 (AJG) (Bankr. S.D.N.Y. 2009) [Docket No. 1302]. B. Honoring Customer Obligations Is Authorized Under Section 105(a) of the Bankruptcy Code Although the Debtor believes the Customer Programs may be honored in the ordinary course

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of business, out of an abundance of caution, the Debtor is requesting the Court to use its broad 22 equitable authority under section 105(a) of the Bankruptcy Code to approve the relief requested in 23 this Motion. Pursuant to section 105(a), the court may issue any order, process, or judgment that is 24 necessary or appropriate to carry out the provisions of this title. 11 U.S.C. 105(a). In United 25 States v. Energy Resources, 495 U.S. 545, 549 (1990), the Supreme Court held that section 105(a) 26 confers broad powers that are consistent with the traditional understanding that bankruptcy courts 27 are courts of equity. While Section 105(a) endows bankruptcy courts with broad equitable powers, 28
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Section 105(a) may be exercised only in a manner not inconsistent with the provisions of the Code. Gurney v. State of Arizona Dept. of Revenue (In re Gurney), 192 B.R. 529, 537 (9th Cir. BAP 1996); see also In re Mercado, 124 B.R. 799, 802 (Bankr. C.D. Cal. 1991) (Energy Resources, therefore, stands for the following principles: (1) the bankruptcy court has broad equitable power to resolve debtor/creditor matters; (2) its equitable power is limited by specific provisions in the Bankruptcy Code and other federal laws that should be considered before exercising this power; and (3) absent specific conflicts in the Bankruptcy Code and federal law, a debtor has broad discretion to deal with its creditors through the plan process, provided its actions are necessary for a successful reorganization, and the bankruptcy court has the equitable power to approve such plans.). Some courts view section 363, as well as other provisions of the Bankruptcy Code, as a bridge to section 105(a), which may then authorize the payment of certain prepetition claims;3 whereas other courts have interpreted section 105(a) to provide independent statutory authority for the payment of such claims.4 Both strands of analysis generally reason that section 105 can be used to further the policy provisions of chapter 11, including (i) to permit the successful rehabilitation of debtors, National Labor Relations Bd. v. Bildisco & Bildisco, 465 U.S. 513, 527 (1984), and (ii) to preserv[e] going concerns and maximiz[e] property available to satisfy creditors, Bank of Am. Natl Trust & Sav. Assn v. 203 N. La Salle St. Pship, 526 U.S. 434, 453 (1999). Thus, section 105(a) empowers the Bankruptcy Court to authorize payment of prepetition claims when such payments are essential to ensure the survival of the debtor pending its reorganization and to maximize the estates assets available to satisfy creditors.

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See, e.g., In re CoServ, L.L.C., 273 B.R. 487, 496-97 & n.17 (Bankr. N.D. Tex. 2002) (To get from section 105(a) to the Doctrine of Necessity, the Court must find a bridge that makes application to the Doctrine of Necessity necessary or appropriate to carry out the provisions of [section 105(a)]. The Court believes such a bridge exists in the debtor in possessions role as the equivalent of a trustee.) (citations omitted); In re Tropical Sportswear Intl Corp., 320 B.R. 15, 20 (Bankr. M.D. Fla. 2005) (This Court finds that a bankruptcy court may utilize sections 105(a) and 363 of the Bankruptcy Code to justify the grant of critical vendor status under appropriate circumstances. Bankruptcy courts recognize that section 363 is a source for authority to make critical vendor payments, and section 105 is used to fill in the blanks.). 4 See, e.g., In re Just for Feet, Inc., 242 B.R. 821, 824 (D. Del. 1999) (section 105 provides a statutory basis for the payment of pre-petition claims); In re NVR L.P., 147 B.R. 126, 127 (Bankr. E.D. Va. 1992) ([U]nder 11 U.S.C. 105 the court can permit pre-plan payment of a prepetition obligation when its essential to the continued operation of the debtor.); In re Ionosphere Clubs, Inc., 98 B.R. 174, 176 (Bankr. S.D.N.Y. 1989) (same).
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In some instances, courts have labeled their equitable power to satisfy prepetition claims under section 105(a) the necessity of payment doctrine. See, e.g., Ionosphere Clubs, Inc., 98 B.R. at 175-76 (citing Miltenberger v. Logansport, C. & S. W. R. Co., 106 U.S. 286 (1882)). Although the Ninth Circuit Court of Appeals refused to extend the necessity of payment doctrine beyond railroad reorganization cases in B&W Enters, Inc. v. Goodman Oil Co. (In re B&W Enters., Inc.), 713 F.2d 534 (9th Cir. 1983),5 subsequent Ninth Circuit decisions have acknowledged that payment of prepetition claims is appropriate in certain circumstances. For instance, in Burchinal v. Central Washington Bank (In re Adams Apple, Inc.), the Ninth Circuit acknowledged the importance of paying certain prepetition claims in a reorganization case, even when the claimants are provided an advantage over other creditors: [A] fundamental tenet rehabilitation of debtors . . . may supersede the policy of equal treatment. Cases have permitted unequal treatment of pre-petition debts when necessary for rehabilitation, in such contexts as (i) pre-petition wages to key employees; (ii) hospital malpractice premiums incurred prior to filing; (iii) debts to providers of unique and irreplaceable supplies; and (iv) peripheral benefits under labor contracts. 829 F.2d 1484, 1490 (9th Cir. 1987) (citation omitted). Similarly, other courts have acknowledged the appropriateness of allowing payment of certain prepetition claims. As one bankruptcy court observed: This Court has previously noted that the payment of prepetition claims prior to confirmation of a plan in a Chapter 11 case has been proscribed by the 5th Circuit. . . . In certain cases, courts in this district have found exceptions to this general rule of nonpayment. These exceptions arise primarily out of common sense and the presence of a legal or factual inevitability of payment. . . . For instance, . . . certain cases involve business transactions which are at once individually minute but collectively immense and critical to the survival of the business of the debtor. Examples include the redemption of prepetition retail coupons in a consumer products case, the honoring of credit card debits, credits and chargebacks in a retail department store case or, as in the case at bar, the issuance of billing credits to retail customers in connection with prepetition telephone services and invoices. The impact of the failure to allow payment of these sorts of nuisance items would be devastating to a proposed
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In re B&W Enters., Inc., where the debtor made unauthorized postpetition payments to trade suppliers on prepetition debts, is easily distinguishable because: (i) it involved ordinary trade debts and not obligations to customers, who, unlike vendors, do not generally expect to extend trade credit or take credit risk that vendors anticipate; (ii) the debtor did not seek prior court approval for the payments; and (iii) the case was in liquidation, thereby rendering the necessity of such payments moot. 713 F.2d at 535-36.

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reorganization in the context of a retail market. A quick corollary is that such a failure to pay and its consequent loss of customer base would impair value of the business on either a going concern or liquidation basis. Further, the prepetition claims in some cases might be subject to offset or recoupment or both. In re Equalnet Commcns, 258 B.R. 368, 369-70 (Bankr. S.D. Tex. 2000) (citation omitted); see also In re Woodside Group, LLC, Case No. 08-20682 (Bankr. C.D. Cal., Aug. 27, 2008) [Docket No. 18] (approving stipulation allowing debtors to pay ordinary course providers of goods and services in the ordinary course of business). The Debtors primary source of revenue is sales of Suzuki Products to its Dealers, who in turn, sell Suzuki Products to Consumers. If a Consumer has been promised a certain sales incentive or warranty and the Dealer is unable to fulfill its obligations, the Dealer risks losing active sale contracts or being unable to attract new customers from the Debtors competitors who may be able to offer the customer incentives. The negative impact on the Dealer network also poses significant risks to public safety because the Warranty Programs are honored through the Dealer network. Thus, injury to the Debtors relationship with its Dealers poses both public safety and financial risks. Accordingly, the Debtor submits that its ability to reorganize depends on its ability to honor the Customer Programs for the benefit of its Customers. The Courts authorization for the Debtor to continue honoring its Customer Programs in the ordinary course of business or pursuant to section 105(a) of the Bankruptcy Code, in conjunction with either section 363 and other sections of the Bankruptcy Code, or under the concept of the necessity of payment doctrine, serves as a viable and equitable means for ensuring that the Debtor can continue its operations in the ordinary course, maximize the value of its estate for its creditors, and reorganize its business for the benefit of all parties in interest. The Debtor further submits that the cost of honoring the Customer Programs will not reduce, but will enhance recoveries for creditors. The Debtors ongoing operations depend on the continued loyalty and patronage of the Consumers that purchase Suzuki Products, and the relief requested herein is essential to business operations and Customer confidence. In addition, the Debtors ability to honor the Customer Programs will enable it to maintain and potentially expand its existing Customer base in the 18

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Motorcycles/ATV and Marine Divisions and realize the full value of new vehicles and parts for the Automotive Division. Therefore, honoring the Customer Programs will result in a higher net cash flow when compared to the alternative of reneging on Customer Programs, resulting in the loss of sales to competitors. Nothing contained herein is intended or should be construed as an admission as to the validity of any claim against the Debtor, a waiver of the Debtors rights to dispute any claim, or an approval or assumption of any agreement, contract or lease under section 365 of the Bankruptcy Code. Likewise, if this Court grants the relief sought herein, any payment made pursuant to the Courts order is not intended and should not be construed as an admission as to the validity of any claim or a waiver of the Debtors rights to subsequently dispute such claim. C. 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 . . . . For the reasons discussed herein, if the Debtor is not able to continue its Customer Programs on an uninterrupted basis, it would cause immediate and irreparable harm to the Debtor and its business operations. Not only are there public safety concerns associated with continuing the Warranty Programs, but the Debtor will risk losing Customers if it is not able to operate in the ordinary course of business. Any loss of Customers will directly impact the Debtors revenue and ability to reorganize. 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. VI. NOTICE

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Notice of the Motion and Memorandum of Points and Authorities has been provided to: (a) the Office of the United States Trustee, (b) the general unsecured creditors appearing on the list filed in accordance with Bankruptcy Rule 1007(d), (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 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. VII. CONCLUSION Based upon the foregoing, the Debtor respectfully requests that the Court grant this Motion and enter an Order: (a) authorizing the Debtor (i) to honor and perform, in its sole discretion, prepetition obligations related to the Customer Programs in the ordinary course of its business, and (ii) to the extent Court authorization is deemed necessary, continue, renew, replace, implement or terminate such of the Customer Programs in the ordinary course of business, without further application to the Court; and (b) granting to the Debtor such other relief as the Court deems necessary and appropriate. 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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EXHIBIT A (Proposed Order)

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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.: 12-_____ (___) Chapter 11 ORDER AUTHORIZING THE DEBTOR TO HONOR CERTAIN PREPETITION OBLIGATIONS FOR THE BENEFIT OF ITS DEALERS AND OTHER CUSTOMERS AND TO OTHERWISE CONTINUE CUSTOMER PROGRAMS AND PRACTICES INCLUDING WARRANTY PROGRAMS IN THE ORDINARY COURSE Hearing Date: Date: ___________, 2012 Time: ___: _.m. Place: U.S. Bankruptcy Court 411 West Fourth Street Courtroom __ Santa Ana, CA 92701-4593 Judge: Honorable ______________

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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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Upon the motion (the Motion)2 of the above-captioned debtor and debtor in possession (the Debtor) for entry of an order, pursuant to sections 105(a), 363(b), 507(a), 1107(a) and 1108 of title 11 of the United States Code (the Bankruptcy Code), authorizing, but not directing, the Debtor to honor, in its sole discretion, certain prepetition obligations to its Customers and otherwise continue Customer Programs and practices including Warranty Programs, 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 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 an 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, but not directed, to continue to (a) honor and perform, in its

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sole discretion, prepetition obligations related to the Customer Programs in the ordinary course of its business, including pursuant to setoff against amounts owed between individual Dealers and the Debtor, and (b) continue, renew, replace, implement or terminate such of the Customer Programs or Warranty Programs in the ordinary course of business, without further application to the Court. 3. The Debtors banks and financial institutions are authorized and directed, when

requested by the Debtor in the Debtors sole discretion, to receive, process, honor and pay all checks
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Capitalized terms not defined herein shall have the meanings used in the Motion.

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presented for payment of, and to honor all fund transfer requests made by the Debtor related to, Customer Programs, whether such checks were presented or fund transfer requests were submitted prior to, on, or after the Petition Date, provided that funds are available in the Debtors accounts to cover such checks and fund transfers. The Debtors banks are authorized to rely on the Debtors designation of any particular check or fund transfer approved by this Order. 4. Nothing in the Motion or this Order, or the Debtors payment of claims pursuant to

this Order, shall be deemed or construed as: (a) an admission as to the amount, validity or priority of any claim against the Debtor on account of the Customer Programs; (b) a waiver of the Debtors right to dispute any claim on account of a Customer Program on any grounds; (c) a promise to pay any claim; or (d) a request to assume any executory contract or unexpired lease, pursuant to section 365 of the Bankruptcy Code. 5. Bankruptcy Rule 6003(b) is satisfied because the relief described in this Order is

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necessary to avoid immediate and irreparable harm to the estate. 6. waived. 7. This Court shall retain jurisdiction with respect to all matters arising from or related The stay imposed pursuant to Federal Rule of Bankruptcy Procedure 6004(h) is

to the implementation of this Order.

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