EX-10.3 7 dex103.htm ASSIGNMENT AND ASSUMPTION AGREEMENT EXECUTION VERSION ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

EX-10.3 7 dex103.htm ASSIGNMENT AND ASSUMPTION AGREEMENT

Exhibit 10.3

EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Agreement”), dated as of October 19, 2009, is made by and among GENERAL MOTORS LLC, a Delaware limited liability company (successor-by-conversion to, and formerly known as, General Motors Company, a Delaware corporation), as the assignor (the “Assignor”), GENERAL MOTORS HOLDINGS LLC, a Delaware limited liability company, as the assignee (collectively with any Replacement Borrower, the “Assignee”), the Guarantors signatory hereto (the “Guarantors”), GENERAL MOTORS COMPANY, a Delaware corporation (formerly known as General Motors Holding Company (collectively with any Replacement Holdco, “Holdco”)), and THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”).

W I T N E S S E T H:

WHEREAS, on August 12, 2009, the Assignor, as borrower, entered into that certain $7,072,488,605 Second Amended and Restated Secured Credit Agreement (as amended by (i) the First Amendment to Second Amended and Restated Secured Credit Agreement dated as of September 2, 2009, but effective as of September 1, 2009, and (ii) the Second Amendment to Second Amended and Restated Secured Credit Agreement dated as of October 6, 2009, and as further amended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”; unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement), with the Guarantors, and the Lender as lender;

WHEREAS, on October 15, 2009, pursuant to the Agreement and Plan of Merger dated as of October 15, 2009 (the “Merger Agreement”) among the Assignor (then a Delaware corporation known as General Motors Company), GM Merger Subsidiary Inc., a Delaware corporation (“Merger Subsidiary”), and Holdco, Merger Subsidiary merged with and into the Assignor pursuant to Section 251 of the General Corporation Law of Delaware (such event, the “Merger”), with Merger Subsidiary ceasing to exist as a separate corporate entity and the Assignor continuing as the surviving corporation;

WHEREAS, as a result of the Merger, the Assignor became a direct Wholly Owned Subsidiary of the Assignee, which is a direct Wholly Owned Subsidiary of Holdco;

WHEREAS, on October 16, 2009, pursuant to a Certificate of Conversion filed with the Secretary of State of the State of Delaware, the Assignor converted from a Delaware corporation to a Delaware limited liability company pursuant to Section 18-214 of the Delaware Limited Liability Company Act, and in connection with such conversion the Assignor changed its name to “General Motors LLC”;

WHEREAS, the Assignee and Holdco have directly or indirectly benefited from the Assignor, as a direct Wholly Owned Subsidiary of the Assignee and an indirect Wholly Owned Subsidiary of Holdco, obtaining the Loans under the Credit Agreement;

WHEREAS, on the date hereof, the Assignor hereby transfers, assigns, conveys and delivers to the Assignee in accordance with the terms and conditions of this Agreement all of the rights and obligations of the Assignor under the Credit Agreement and the other Loan Documents, including the Loans and all other Obligations thereunder, and the Assignee hereby assumes in accordance with the terms and conditions of this Agreement all of the rights and obligations of the Assignor under the Credit Agreement and the other Loan Documents, including the Loans and all other Obligations thereunder, and commencing on the Assumption Effective Date will pay or otherwise perform as and when due, or otherwise discharge, all of the Loans and all the other Obligations (such events, the “Assignment and Assumption”); and

WHEREAS, the Merger and the other transactions contemplated by the Merger Agreement, the Assignment and Assumption and related transactions occurring on or prior to the date hereof that collectively constitute the Restructuring are being effected in compliance with the terms and provisions of the Credit Agreement, including, without limitation, Section 6.1 thereof;

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained in this Agreement, and for other good and valuable consideration, the value, receipt and sufficiency of which are acknowledged, the parties hereby agree as follows:

ARTICLE I

ASSIGNMENT AND ASSUMPTION

Section 1.1 Assignment. The Assignor hereby irrevocably assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably assumes from the Assignor without recourse to the Assignor, as of the Assumption Effective Date (as defined in Article V below), all of the rights and obligations of the Assignor under the Credit Agreement and the other Loan Documents, including the Loans and all other Obligations thereunder.

Section 1.2 Payments. From and after the Assumption Effective Date, the Assignee shall make all payments in respect of the Obligations (including payments of principal, interest, fees and other amounts) to the Lender for amounts that have accrued pursuant to the terms and conditions of the Credit Agreement and the other Loan Documents, including any unpaid amounts that accrued prior to the Effective Date.

Section 1.3 Release. From and after the Assumption Effective Date, Assignor shall be released from its Obligations as the Borrower under the Credit Agreement and the other Loan Documents, to repay the principal of, or to pay interest, fees and other amounts with respect to the Obligations under the Credit Agreement and the other Loan Documents. For the avoidance of doubt, nothing herein shall release, or shall be construed to release, the Assignor from its obligations under the Second Amended and Restated Guaranty and Collateral Agreement, dated as of the date hereof, made by the Assignee, the Assignor and certain of the Assignee’s other Subsidiaries in favor of the Lender (the “Security Agreement”), and such obligations shall continue in full force and effect in accordance with the terms thereof.

 

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Section 1.4 Intentionally Omitted.

Section 1.5 Guarantors. Each Guarantor ratifies and confirms its respective obligations under the Security Agreement and the other Collateral Documents to which such Guarantor is party (including, as applicable, the Deposit Agreement dated as of July 9, 2009 among Assignor, the Lender and Citibank, N.A.) with respect to the Obligations in favor of the Lender.

ARTICLE II

AMENDMENT TO CREDIT AGREEMENT

Section 2.1 Amendments to Section 1.1 of the Credit Agreement (Definitions). Section 1.1 of the Credit Agreement is hereby amended by:

(i) deleting therefrom the definition of “Additional Secured Indebtedness” in its entirety and replacing it with the following:

““Additional Secured Indebtedness”: as of any date of determination, principal amount of secured (including on a first-priority basis) Indebtedness (other than Indebtedness described in clauses (a) through (r) (inclusive) and (u) of the definition of “Permitted Indebtedness”) of the Covered Group Members and Holdco in an aggregate amount in excess of $6,000,000,000 (including, without limitation, Structured Financing), provided that, (i) on the date such Indebtedness is incurred, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00 after giving pro forma effect to the incurrence of such Indebtedness, (ii) a portion of the Net Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to prepay the Loans in accordance with Section 2.5(a), (iii) the aggregate amount of commitments under revolving credit facilities, if any, together with any revolving credit facilities constituting Excluded Secured Indebtedness, shall not exceed $4,000,000,000, (iv) with respect to any revolving credit facility, the amount of Indebtedness thereunder for the purpose of determining compliance with clauses (i) and (iii) of this definition shall equal the commitment thereunder and (v) if any Loan Party is an obligor or guarantor under such Indebtedness, the lenders party thereto (or an agent on behalf of such lenders) shall have executed and delivered an intercreditor agreement in form and substance reasonably satisfactory to the Lender, which may be an amendment, restatement, modification or supplement to the Intercreditor Agreement.

(ii) deleting therefrom the definition of “Asset Sale” in its entirety and replacing it with the following:

““Asset Sale”: any Disposition of property or series of related Dispositions of property occurring contemporaneously (other than any Excluded Disposition) that yields gross proceeds to any Covered Group Member (valued at the initial principal amount thereof in the case of non cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non cash proceeds) in excess of (i) $25,000,000 if received by a Covered Group Member that is a Foreign Subsidiary, or (ii) $15,000,000 if received by a Covered Group Member that is not a Foreign Subsidiary. The term “Asset Sale” shall include any issuance of Capital Stock of any Covered Group Member other than the Borrower, but shall not include any Excluded Dispositions and any event that constitutes a Recovery Event.

 

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(iii) deleting therefrom the definition of “Change of Control” in its entirety and replacing it with the following:

““Change of Control”: (a) the acquisition, after the Original Effective Date, by any Person, or two or more Persons acting in concert other than the Permitted Holders, the Lender, the Canadian Lender, the VEBA or any of their Affiliates, of the direct or indirect beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of outstanding shares of voting stock of Holdco, if after giving effect to such acquisition such Person or Persons shall, directly or indirectly, own 20% or more of such outstanding voting stock of Holdco, or (b) the Borrower ceasing to be a Wholly Owned Subsidiary of Holdco.”

(iv) deleting from the definition of “Collateral Documents” therein the words “the Equity Pledge Agreement,”;

(v) inserting at the end of the definition of “Consolidated Leverage Ratio” the following sentence: “Solely for the purposes of the definitions of “Additional Secured Indebtedness”, “Excluded Secured Indebtedness”, “Permitted Unsecured Indebtedness” and Section 6.5, the Consolidated Leverage Ratio shall be calculated with reference to Holdco together with the Borrower and its Subsidiaries.”

(vi) deleting therefrom the definition of “Excluded Secured Indebtedness” in its entirety and replacing it with the following:

““Excluded Secured Indebtedness”: secured (including on a first-priority basis) Indebtedness (other than Indebtedness described in clauses (a) through (r) (inclusive) and (u) of the definition of “Permitted Indebtedness”) of the Covered Group Members and Holdco in an aggregate amount not exceeding $6,000,000,000 comprised of term loan and/or revolving credit loan facilities (including without limitation Structured Financing), provided that, (i) the aggregate amount of commitments under the revolving credit facilities, if any, together with any revolving credit facilities constituting Additional Secured Indebtedness, shall not exceed $4,000,000,000, (ii) with respect to any revolving credit facility, the amount of Indebtedness thereunder for the purpose of determining compliance with clause (i) of this definition shall equal the commitment thereunder and (iii) if any Loan Party is an obligor or guarantor under such Indebtedness, the lenders party thereto (or an agent on behalf of such lenders) shall have executed and delivered an intercreditor agreement in form and substance reasonably satisfactory to the Lender, which may be an amendment, restatement, modification or supplement to the Intercreditor Agreement.

(vii) deleting therefrom the definition of “Guaranty” in its entirety and replacing the same with the following:

““Guaranty”: the Second Amended and Restated Guaranty and Collateral Agreement dated as of October 19, 2009, made by the Borrower and the Guarantors in favor of the Lender.”.

 

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(viii) deleting therefrom the definition of “Permitted Unsecured Indebtedness” in its entirety and replacing the same with the following:

““Permitted Unsecured Indebtedness”: unsecured Indebtedness of the Covered Group Members and Holdco other than unsecured Indebtedness described in clauses (a) through (r) inclusive and (u) of the definition of “Permitted Indebtedness”, provided that, (i) in the event that such unsecured Indebtedness, when aggregated with all other Permitted Unsecured Indebtedness of the Covered Group Members and Holdco then outstanding or to be issued or incurred simultaneously with such unsecured Indebtedness, exceeds $1,000,000,000, then on the date such Indebtedness is incurred, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00 after giving pro forma effect to the incurrence of such Indebtedness, (ii) with respect to any revolving credit facility, the amount of Indebtedness for the purpose of determining compliance with clause (i) of this definition shall equal the related commitment thereunder and (iii) a portion of the Net Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to prepay the Loans in accordance with Section 2.5(a).”

(ix) inserting therein in appropriate alphabetical order the following new definitions:

““GMLLC”: General Motors LLC, a Delaware limited liability company (successor-by-conversion to, and formerly known as, General Motors Company, a Delaware corporation).”;

““Holdco”: General Motors Company, a Delaware corporation (formerly known as General Motors Holding Company) or any Replacement Holdco.”; and

““Replacement Holdco”: as defined in Section 6.1.”.

Section 2.2 Amendment to Section 3.15 of the Credit Agreement (Subsidiaries). Section 3.15 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“3.15 Borrower and Subsidiaries. All of the Subsidiaries of the Borrower as of the Effective Date are listed on Schedule 3.15, which schedule sets forth the name and jurisdiction of formation of the Borrower and each Subsidiary and, as to each such Subsidiary, the percentage of each class of Capital Stock of such Subsidiary owned by the Borrower or any of its other Subsidiaries as of the Effective Date.”.

Section 2.3 Amendments to Sections 5.1(f) and 5.1(g) of the Credit Agreement (Financial Statements). Sections 5.1(f) and 5.1 (g) of the Credit Agreement are hereby deleted in their entirety and replaced with the following:

“(f) (i) as soon as available, but in any event within 90 days after the end of each fiscal year of Holdco, a copy of the audited Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing;

 

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(ii) as soon as available, but in any event not later than 45 days after the end of the third fiscal quarter of the Borrower’s fiscal year 2009, the unaudited Consolidated balance sheet of GMLLC and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer or GMLLC as being fairly stated in all material respects (subject to the absence of footnotes and to normal year-end audit adjustments); and

(iii) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdco, commencing with the first quarterly period of Holdco’s 2010 fiscal year, the unaudited Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer of Holdco as being fairly stated in all material respects (subject to the absence of footnotes and to normal year-end audit adjustments);

all such financial statements shall be complete and correct in all material respects and be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein); provided, that with respect to the GMLLC’s quarterly financial statements to be provided for the third fiscal quarter of 2009, such financial statements shall be provided on a modified basis within the time frame set forth in clause (ii) above, with GAAP-compliant versions of such financial statements to be provided at the same time as the audited financial statements for fiscal year 2009 described in clause (i) above; and

(g) to the extent that Holdco prepares quarterly or annual reports as to the Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of the related quarter or fiscal year (as the case may be) and the related Consolidated statements of income and of cash flows for such quarter or fiscal year (as applicable) that set forth in comparison form the figures as of the end of and for the corresponding period in the previous fiscal year (such figures for the year ending December 31, 2009 adjusted to reflect the Related Transactions), the Borrower shall promptly furnish copies of such reports to the Lender.”.

Section 2.4 Amendment to Section 5.20 of the Credit Agreement (Internal Controls; Recordkeeping; Additional Reporting. Section 5.20(b) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“(b) The Borrower shall use its reasonable best efforts to account for the use and expected use of the Reserve Funds. On the 15th day after the last day of each calendar

 

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quarter (or, if such day is not a Business Day, on the first Business Day after such day) commencing with the calendar quarter ending September 30, 2009, the Borrower shall deliver to the Lender (at its address set forth in Section 8.2) a report setting forth in reasonable detail the actual use during such immediately preceding calendar quarter of Reserve Funds disbursed to the Borrower (to the extent not previously reported on to the Lender pursuant to Section 4.2) and the committed or allocated use of the balance of Reserve Funds disbursed to the Borrower. Such report shall be accompanied by a certification duly executed by an SEO of the Borrower that such quarterly report is accurate in all material respects to the best of such SEO’s knowledge, which certification shall be made subject to the requirements and penalties set forth in ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code, section 1001.

Section 2.5 Amendment to Section 5.23 of the Credit Agreement (Additional Guarantors). Section 5.23 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“5.23 Additional Guarantors. Except as otherwise agreed to by the Lender, the Borrower shall cause each U.S. Subsidiary of a Covered Group Member who becomes a Subsidiary after the Effective Date (other than Excluded Subsidiaries (except for such Subsidiaries that were guarantors under the DIP Credit Agreement or the Existing UST Term Loan Agreements)) to become a Guarantor (each, an “Additional Guarantor”) in accordance with Section 9.12 of the Guaranty.”.

Section 2.6 Amendment to Section 6.1 of the Credit Agreement (Prohibition on Fundamental Changes; Disposition of Collateral). Section 6.1 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“6.1 Prohibition on Fundamental Changes; Disposition of Collateral. Neither Holdco nor any Covered Group Member shall, at any time, directly or indirectly, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or Dispose of all or substantially all of its Property without the Lender’s prior consent, provided that, Holdco and any Covered Group Member may merge with, consolidate with, amalgamate with, or Dispose of all or substantially all of its Property to (and thereafter wind up or dissolve itself), any Person, subject to the following conditions: (i) in the case of any Covered Group Member, such action does not result in the material diminishment of the Collateral, taken as a whole, except in the case of Asset Sales subject to clause (ii) below, (ii) in the case of any such Disposition by a Covered Group Member, the Net Cash Proceeds thereof are applied in accordance with Section 2.5, and (iii) (A) in the case of a merger, consolidation or amalgamation with or into Holdco or the Borrower, Holdco or the Borrower (as the case may be) shall be the continuing or surviving entity or, in the event that Holdco or the Borrower (as the case may be) is not the continuing or surviving entity, or in the case of a Disposition of all or substantially all of Holdco’s or the Borrower’s Property to any other Person, (1) the continuing, surviving or acquiring entity (any of the foregoing, in the case of the Borrower, the “Replacement Borrower” and in the case of Holdco, “Replacement Holdco”) expressly assumes the obligations of Holdco or the Borrower (as applicable) under the Loan Documents and the VEBA Note Facility, (2) the Replacement Borrower or Replacement Holdco (as the case may be) is organized under the laws of a State in the United States, (3) the Replacement Borrower or Replacement Holdco (as the case may be) shall have delivered to the

 

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Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion, and (B) in the case of a merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that such Guarantor is not the continuing or surviving entity, (1) the continuing or surviving entity (a “Replacement Guarantor”) expressly assumes the obligations of such Guarantor under the Loan Documents and the VEBA Note Facility or promptly after the consummation of such transaction, the Replacement Guarantor shall become a Guarantor, (2) the Replacement Guarantor is organized under the laws of a State in the United States, and (3) the Replacement Guarantor shall have delivered to the Lender such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Lender may reasonably request, each in form and substance satisfactory to the Lender in its sole discretion.”

Section 2.7 Amendment to Section 6.5 of the Credit Agreement (Restricted Payments). Section 6.5 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“6.5 Restricted Payments. Neither Holdco nor any Covered Group Member shall, (i) declare or pay any dividend (other than dividends payable solely in common Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Holdco or any Covered Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdco or any Covered Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a “Restricted Payment”), other than the following payments or other actions (each of which shall be in addition to and not exclusive of any other such action):

(a) redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees;

(b) Restricted Payments by any Subsidiary (including an Excluded Subsidiary) to its direct parents or to the Borrower or any Guarantor that is a Wholly Owned Subsidiary;

(c) Restricted Payments by any JV Subsidiary required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Capital Stock, provided that, the Borrower and its Subsidiaries have received their pro rata portion of such Restricted Payments;

 

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(d) Permitted Tax Distributions;

(e) Restricted Payments by the Borrower to Holdco, the proceeds of which are to be used by Holdco to pay (i) its operating expenses and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses) incurred in the ordinary course of business of Holdco, (ii) any payments in respect of the preferred Capital Stock of Holdco; (iii) reasonable and customary indemnification claims made by directors or officers of Holdco attributable to the ownership or operation of the Borrower and its Subsidiaries and (iv) any amount due and payable by the Borrower or any of its Subsidiaries that is permitted to be paid by the Borrower and its Subsidiaries under this Agreement;

(f) Restricted Payments by the Borrower to Holdco and Restricted Payments by Holdco so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such payment and (ii) immediately prior to and after giving effect to such Restricted Payment, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00; and

(g) Holdco may make Restricted Payments in respect of preferred Capital Stock of Holdco to the holders thereof.”.

Section 2.8 Amendment to Section 6.8 of the Credit Agreement (Negative Pledge). Section 6.8 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

“6.8 Negative Pledge. No Covered Group Member shall enter into or suffer to exist or become effective any agreement that prohibits or limits the ability of any North American Group Member to create, incur, assume or permit to exist any Lien upon any of the Collateral or the Capital Stock of GMLLC, whether now owned or hereafter acquired, to secure the Obligations other than such prohibitions or limitations pursuant to (i) this Agreement, (ii) the other Loan Documents (iii) agreements governing Permitted Liens (other than Additional Secured Indebtedness and Excluded Secured Indebtedness) and (iv) the Existing Agreements.”

Section 2.9 Amendment to Schedule 1.1B to the Credit Agreement (Guarantors). Schedule 1.1B to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 1.1B attached as Exhibit A hereto.

Section 2.10 Amendment to Schedule 1.1C to the Credit Agreement (Mortgaged Properties). Schedule 1.1C to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 1.1C attached as Exhibit B hereto.

Section 2.11 Amendment to Schedule 1.1D to the Credit Agreement (Pledgors). Schedule 1.1D to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 1.1D attached as Exhibit C hereto.

 

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Section 2.12 Amendment to Schedule 3.10 to the Credit Agreement (Chief Executive Office and Chief Operating Office). Schedule 3.10 to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 3.10 attached as Exhibit D hereto.

Section 2.13 Amendment to Schedule 3.11 to the Credit Agreement (Location of Books and Records). Schedule 3.11 to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 3.11 attached as Exhibit E hereto.

Section 2.14 Amendment to Schedule 3.15 to the Credit Agreement (Subsidiaries). Schedule 3.15 to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 3.15 attached as Exhibit F hereto.

Section 2.15 Amendment to Schedule 3.16 to the Credit Agreement (Ownership of Covered Group Members). Schedule 3.16 to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 3.16 attached as Exhibit G hereto.

Section 2.16 Amendment to Schedule 3.21 to the Credit Agreement (Jurisdictions and Recording Offices). Schedule 3.21 to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 3.21 attached as Exhibit H hereto.

Section 2.17 Amendment to Schedule 3.28 to the Credit Agreement (Excluded Collateral). Schedule 3.28 to the Credit Agreement is hereby deleted in its entirety and replaced with the Schedule 3.28 attached as Exhibit I hereto.

ARTICLE III

AGREEMENTS BY HOLDCO

Section 3.1 Holdco Agreements. Holdco hereby acknowledges that it has received and reviewed an executed copy of the Credit Agreement and hereby agrees to make (and hereby makes as of the date hereof) the representations and warranties, and to be bound by the covenants, agreements, consents, submissions, appointments and acknowledgments under the Credit Agreement applicable to a Loan Party thereunder, in each case as provided in this Article III. (And for the avoidance of doubt, the Assignee and each Guarantor hereby agree to the terms and provisions set forth in clause (iv) below.)

(i) Section 3 (Representations and Warranties). Holdco hereby represents to the Lender, with respect to itself, as of the Assumption Effective Date and the date of each withdrawal from the Escrow Account, each of the representations provided in the below listed subsections of Section 3 (Representations and Warranties) of the Credit Agreement, and that such representations shall be subject to subsection 3.23 (Survival of Representations and Warranties) of the Credit Agreement:

(A) 3.4 (No Breach);

(B) 3.5 (Action, Binding Obligations);

(C) 3.6 (Approvals);

 

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(D) 3.8 (Investment Company Act); and

(E) 3.12 (True and Complete Disclosure), solely with respect to information furnished by or on behalf of Holdco and facts known to any Responsible Officer of Holdco;

(ii) Section 5 (Affirmative Covenants). Holdco hereby agrees to be bound by the terms of the following subsections of the Credit Agreement to the same extent as such terms apply to the Borrower or any other Loan Party thereunder:

(A) 5.1(f) and 5.1(g) (Financial Statements);

(B) 5.2 (Notices; Reporting Requirements):

(1) 5.2(a) (Defaults), solely with respect to the occurrence of any Default or Event of Default or material event of default described therein with respect to Holdco;

(2) 5.2(h) (Compliance Certificate); and

(3) 5.4 (Payments) (solely to the extent applicable to Holdco and not to any Covered Group Member);

(iii) Section 6 (Negative Covenants). Holdco hereby agrees to be bound by the terms of the following subsections of the Credit Agreement to the same extent as such terms apply to a Loan Party thereunder:

(1) 6.1 (Prohibition on Fundamental Changes; Disposition of Collateral);

(2) 6.4 (Limitation on Liens);

(3) 6.5 (Restricted Payments);

(4) 6.9 (Indebtedness); and

(5) 6.16 (Clauses Restricting Subsidiary Distributions);

(iv) Section 7 (Events of Default). It is hereby agreed by Holdco, the Assignee and the Guarantors that each of the events specified in clauses (d) (solely with respect to breaches of applicable covenants contained in Section 6 of the Credit Agreement and agreed to by Holdco pursuant to clause (iii) above), (e), (f), (j), (n), (u) and (ee) of Section 7.1 of the Credit Agreement with respect to Holdco shall constitute a Default or an Event of Default under the Credit Agreement, as applicable, to the same extent that such events with respect to any Loan Party constitute a Default or an Event of Default under such provisions of the Credit Agreement, as applicable;

 

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(v) Section 8 (Miscellaneous). Holdco hereby agrees that the terms of the following subsections of the Credit Agreement shall apply to Holdco and Holdco’s agreements under this Article III to the same extent as such terms apply to the Loan Parties and to the Loan Parties’ obligations under the Credit Agreement:

(1) 8.1 (Amendments and Waivers);

(2) 8.2 (Notices);

(3) 8.5 (Payment of Expenses), solely with respect to liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by Holdco, the Assignee or any other Loan Party arising out of, in connection with, or as a result of, the execution or delivery by Holdco of this Agreement and any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by Holdco of its obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against Holdco under this Agreement or any other Loan Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by Holdco, the Assignee or any other Loan Party, and regardless of whether any Indemnitee is a party thereto (all of the foregoing, collectively, the “Holdco Indemnified Liabilities”), provided that Holdco shall have no obligation hereunder to any Indemnitee with respect to Holdco Indemnified Liabilities to the extent such Holdco Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons (the Assignee hereby agreeing that the Assignee shall be liable for all Holdco Indemnified Liabilities to the extent that Holdco shall fail to pay or reimburse the same in accordance with the terms and provisions hereof);

(4) 8.6 (Successors and Assigns; Participations and Assignments), solely with respect to clause (a) thereof;

(5) 8.9 (Severability);

(6) 8.10 (Integration);

(7) 8.11 (Governing Law);

(8) 8.12 (Submission to Jurisdiction; Waivers);

 

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(9) 8.13 (Acknowledgments);

(10) 8.15 (Confidentiality);

(11) 8.16 (Waivers of Jury Trial);

(12) 8.17 (USA PATRIOT Act); and

(13) 8.18 (Effect of Amendment and Restatement of Existing Credit Agreement).

Section 3.2 Limitation on Activities of Holdco. Notwithstanding anything to the contrary in this Agreement, the Credit Agreement or any other Loan Document, Holdco shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise engage in, any business or operations other than those incidental to its ownership of the Capital Stock of the Assignee, any offering of Holdco’s Capital Stock and any transaction that Holdco is permitted to enter into or consummate under this Section 3.2 (provided that, for the avoidance of doubt, no such offering or transaction shall result in a Change of Control), (b) incur, create, assume or suffer to exist any Indebtedness or other liabilities or financial obligations, except (i) nonconsensual obligations imposed by operation of law, if any, (ii) pursuant to the Loan Documents to which it is a party, if any, (iii) obligations with respect to its Capital Stock, and (iv) Permitted Indebtedness (1) of the kind described in clauses (e), (h), (j), (s), and (t) of the definition of “Permitted Indebtedness” in the Credit Agreement, (2) of the kind described in clause (m) of such definition, solely with respect to Indebtedness of the kind described in clauses (e), (s) and (t) of such definition, and (3) that is a guarantee of Permitted Indebtedness incurred by any Group Member of the kind described above in this clause (iv) or described in clause (i) of such definition, or (c) own, lease, manage or otherwise operate any Property or assets (including cash (other than cash received in connection with Restricted Payments made by the Assignee in accordance with Section 6.5 of the Credit Agreement pending application in the manner contemplated by said Section) and cash equivalents) other than the ownership of shares of Capital Stock of the Assignee.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Assignor Representations. Assignor hereby represents and warrants that:

(i) it is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware;

(ii) it has the full company power, authority, legal right and has taken all necessary action to assign and transfer the Obligations;

(iii) the execution and delivery of this Agreement by Assignor, and the performance of, and compliance with, the terms of this Agreement by Assignor, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to Assignor or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement; and

 

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(iv) this Agreement constitutes a valid and legally binding obligation of Assignor enforceable against Assignor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and by principles of equity (regardless of whether enforceability is considered in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law.

Section 4.2 Assignee Representations. Assignee hereby represents and warrants that:

(i) it is a limited liability company, duly organized, validly existing and in good standing under the laws of Delaware;

(ii) it has the full company power, authority, legal right and has taken all necessary action to assume the Obligations;

(iii) the execution and delivery of this Agreement by Assignee, and the performance of, and compliance with, the terms of this Agreement by Assignee, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to Assignee or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement;

(iv) this Agreement constitutes a valid and legally binding obligation of Assignee enforceable against Assignee in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and by principles of equity (regardless of whether enforceability is considered in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law;

(v) each of the representations and warranties made by the Borrower in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Assumption Effective Date as if made on and as of the Assumption Effective Date (except that any representation or warranty that by its terms is made as of an earlier date is true and correct in all material respects as of such earlier date); and

(vi) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Agreement.

 

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Section 4.3 Guarantor Representations. Each Guarantor hereby represents and warrants that:

(i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent such concept is applicable in its jurisdiction of organization);

(ii) it has the full power, authority, legal right and has taken all necessary action to execute and deliver this Agreement;

(iii) the execution and delivery of this Agreement by such Guarantor, and the performance of, and compliance with, the terms of this Agreement by such Guarantor, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to such Guarantor or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement;

(iv) this Agreement constitutes a valid and legally binding obligation of such Guarantor enforceable against such Guarantor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and by principles of equity (regardless of whether enforceability is considered in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law;

(v) each of the representations and warranties made by such Guarantor in or pursuant to the Loan Documents is true and correct in all material respects on and as of the Assumption Effective Date as if made on and as of the Assumption Effective Date (except that any representation or warranty that by its terms is made as of an earlier date is true and correct in all material respects as of such earlier date); and

(vi) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Agreement.

Section 4.4 Holdco Representations. Holdco hereby represents and warrants that:

(i) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization (to the extent such concept is applicable in its jurisdiction of organization);

(ii) it has the full power, authority, legal right and has taken all necessary action to execute and deliver this Agreement;

 

-15-

(iii) the execution and delivery of this Agreement by Holdco, and the performance of, and compliance with, the terms of this Agreement by Holdco, will not violate its organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to Holdco or any of its assets, in each case that materially and adversely affect its ability to carry out the transactions contemplated by this Agreement;

(iv) this Agreement constitutes a valid and legally binding obligation of Holdco enforceable against Holdco in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights and by principles of equity (regardless of whether enforceability is considered in equity or at law), and except that the enforcement of rights with respect to indemnification and contribution obligations may be limited by applicable law;

(v) each of the representations and warranties made by Holdco pursuant to Article III of this Agreement is true and correct in all material respects on and as of the Assumption Effective Date as if made on and as of the Assumption Effective Date (except that any representation or warranty that by its terms is made as of an earlier date is true and correct in all material respects as of such earlier date); and

(vi) after giving effect to this Agreement, no Default or Event of Default has occurred and is continuing, or will result from the consummation of the transactions contemplated by this Agreement.

ARTICLE V

CONDITIONS TO EFFECTIVENESS

Section 5.1 Conditions to Effectiveness. This Agreement shall become effective on the date (the “Assumption Effective Date”) this Agreement and the Guaranty shall be executed and delivered by each party hereto and thereto, as applicable, which date is October 19, 2009.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Lender Consent. By causing a duly authorized officer or representative to sign the signature page hereto on its behalf, the Lender consents to the Assignment and Assumption and to the amendments to the Credit Agreement and the other agreements, terms and conditions set forth in this Agreement and the transactions contemplated hereby.

Section 6.2 Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.

Section 6.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to constitute an original, but all of which when taken together shall constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission shall be effective as delivery of a manually executed counterpart thereof.

 

-16-

Section 6.4 Limited Effect. Except as expressly provided hereby, all of the terms and provisions of the Credit Agreement and the other Loan Documents are and shall remain in full force and effect. The amendments, consents and waivers contained herein shall not be construed as a waiver or amendment of any other provision of the Credit Agreement or the other Loan Documents or for any purpose except as expressly set forth herein or a consent to any further or future action on the part of the Assignee or the Guarantors that would require the waiver or consent of the Lender.

Section 6.5 Loan Document. For the avoidance of doubt, this Agreement is a “Loan Document” as defined in the Credit Agreement, for all purposes of the Credit Agreement and the other Loan Documents, including the Intercreditor Agreement.

[Signatures appear on the following pages]

 

-17-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written by their respective duly authorized officers or representatives.

 

GENERAL MOTORS LLC (successor-by-conversion to, and formerly known as, General Motors Company), as Assignor
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		Assistant Treasurer

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written by their respective duly authorized officers or representatives.

 

GENERAL MOTORS HOLDINGS LLC, as Assignee
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		Assistant Treasurer

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written by their respective duly authorized officers or representatives.

 

LENDER:
THE UNITED STATES DEPARTMENT OF THE TREASURY
By:		/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Name:		▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇.
Title:		Assistant Secretary for Financial Stability

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

GUARANTORS:

ANNUNCIATA CORPORATION

ARGONAUT HOLDINGS, INC.

GENERAL MOTORS ASIA PACIFIC HOLDINGS, LLC

GENERAL MOTORS ASIA, INC.

GENERAL MOTORS INTERNATIONAL HOLDINGS, INC.

GENERAL MOTORS OVERSEAS CORPORATION

GENERAL MOTORS OVERSEAS DISTRIBUTION CORPORATION

GENERAL MOTORS PRODUCT SERVICES, INC.

GENERAL MOTORS RESEARCH CORPORATION

GM APO HOLDINGS, LLC

GM FINANCE CO. HOLDINGS LLC

 

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		Vice President

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

GM GLOBAL STEERING HOLDINGS, LLC

GM GLOBAL TECHNOLOGY OPERATIONS, INC.

GM GLOBAL TOOLING COMPANY, INC.

▇▇ ▇▇▇▇ HOLDINGS, LLC

GM PREFERRED FINANCE CO. HOLDINGS LLC

GM GEFS L.P.

GM TECHNOLOGIES, LLC

GM-DI LEASING CORPORATION

GMOC ADMINISTRATIVE SERVICES CORPORATION

GRAND POINTE HOLDINGS, INC.

ONSTAR, LLC

GM COMPONENTS HOLDINGS, LLC

RIVERFRONT HOLDINGS, INC.

RIVERFRONT HOLDINGS PHASE II, INC.

 

By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		Vice President

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

GM EUROMETALS, INC.
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		Vice President

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

GM SUBSYSTEMS MANUFACTURING, LLC
By:		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title:		Treasurer

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

GENERAL MOTORS LLC (successor-by-conversion to, and formerly known as, General Motors Company)
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		Assistant Treasurer

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written by their respective duly authorized officers or representatives.

 

GENERAL MOTORS COMPANY (formerly known as General Motors Holding Company)
By:		/s/ ▇▇▇▇ ▇▇▇▇▇▇
Name:		▇▇▇▇ ▇▇▇▇▇▇
Title:		Assistant Treasurer

[Signature Page to Assignment and Assumption Agreement and Third Amendment to

Second Amended and Restated Credit Agreement]

EXHIBIT A

Schedule 1.1B to Credit Agreement

[See attached]

 

Exhibit A-1

EXHIBIT B

Schedule 1.1C to Credit Agreement

[See attached]

 

Exhibit B-1

EXHIBIT C

Schedule 1.1D to Credit Agreement

[See attached]

 

Exhibit C-1

EXHIBIT D

Schedule 3.10 to Credit Agreement

[See attached]

 

Exhibit D-1

EXHIBIT E

Schedule 3.11 to Credit Agreement

[See attached]

 

Exhibit E-1

EXHIBIT F

Schedule 3.15 to Credit Agreement

[See attached]

 

Exhibit F-1

EXHIBIT G

Schedule 3.16 to Credit Agreement

[See attached]

 

Exhibit G-1

EXHIBIT H

Schedule 3.21 to Credit Agreement

[See attached]

 

Exhibit H-1

EXHIBIT I

Schedule 3.28 to Credit Agreement

[See attached]

 

Exhibit I-1

Execution Version

Confidential Treatment Requested by General Motors Corporation Pursuant to the

Freedom of Information Act, the Access to Information Act and the Freedom of

Information and Protection of Privacy Act, respectively.

Schedule 1.1B

Guarantors

 

		Guarantor Name		Form of Organization		Jurisdiction of Organization
1.		Annunciata Corporation		Corporation		Delaware
2.		Argonaut Holdings, Inc.		Corporation		Delaware
3.		General Motors Asia Pacific Holdings, LLC		Limited Liability Company		Delaware
4.		General Motors Asia, Inc.		Corporation		Delaware
5.		General Motors International Holdings, Inc.		Corporation		Delaware
6.		General Motors LLC		Limited Liability Company		Delaware
7.		General Motors Overseas Corporation		Corporation		Delaware
8.		General Motors Overseas Distribution Corporation		Corporation		Delaware
9.		General Motors Product Services, Inc.		Corporation		Delaware
10.		General Motors Research Corporation		Corporation		Delaware
11.		GM APO Holdings, LLC		Limited Liability Company		Delaware
12.		GM Components Holdings, LLC		Limited Liability Company		Delaware
13.		GM Eurometals, Inc.		Corporation		Delaware
14.		GM Finance Co. Holdings LLC		Limited Liability Company		Delaware
15.		GM GEFS L.P.		Limited Partnership		Nevada
16.		GM Global Steering Holdings, LLC		Limited Liability Company		Delaware
17.		GM Global Technology Operations, Inc.		Corporation		Delaware
18.		GM Global Tooling Company, Inc.		Corporation		Delaware
19.		▇▇ ▇▇▇▇ Holdings, LLC		Limited Liability Company		Delaware
20.		GM Preferred Finance Co. Holdings LLC		Limited Liability Company		Delaware
21.		GM Subsystems Manufacturing, LLC		Limited Liability Company		Delaware
22.		GM Technologies, LLC		Limited Liability Company		Delaware
23.		GM-DI Leasing Corporation		Corporation		Delaware
24.		GMOC Administrative Services Corporation		Corporation		Delaware
25.		Grand Pointe Holdings, Inc.		Corporation		Michigan
26.		OnStar, LLC		Limited Liability Company		Delaware
27.		Riverfront Holdings, Inc.		Corporation		Delaware
28.		Riverfront Holdings Phase II, Inc.		Corporation		Delaware

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Schedule 1.1C

Mortgaged Properties

 

No.		Site Designation		County/State		Owner
1.		▇▇▇▇▇▇ Technical Center   ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
2.		Detroit Renaissance Center Campus (including Renaissance Center Franklin Deck & Renaissance Center East)   100 Renaissance Center P.O. Box 100, Detroit		Wayne, MI		RIVERFRONT HOLDINGS, INC.
3.		Milford Proving Grounds   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇/▇▇▇▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
4.		Mesa Dealership 2   ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
5.		Penske Cadillac Hummer South Bay Dealership   ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
6.		Dublin BPG Dealership   ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
7.		Cerritos Dealership   ▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ & 18120 Studebaker, Cerritos		Los Angeles, CA		ARGONAUT HOLDINGS, INC.

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
8.		Saturn of Cerritos Dealership   ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇		▇▇▇ ▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
9.		Saturn of Capitol Expressway Dealership   ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇		▇▇▇▇▇ ▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
10.		Oakland G Truck Center Dealership   ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
11.		Lone Tree Dealerships   8101, 8201, 8301 & ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
12.		Denver Dealership 2   ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
13.		Estero Bay Chevrolet Dealership   SW corner Corkscrew Road & I-75, Estero		▇▇▇, FL		ARGONAUT HOLDINGS, INC.
14.		▇▇▇▇▇▇▇ (Dadeland) Chevrolet Dealership   ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
15.		Pinellas Park Dealership   ▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
16.		Homestead Dealership   ▇▇▇▇-▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇		▇▇▇▇▇-▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
17.		Alpharetta Training Center   ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
18.		▇▇▇ ▇▇▇▇ Automotive Dealership   ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
19.		Waterford PC Vacant Land (SPO – Drayton Plains)   ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
20.		▇▇▇▇▇▇ Buick Pontiac Dealership   ▇▇▇ ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
21.		Multi-Chevrolet Saturn Dealership   ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇		▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
22.		Vacant Dealership Building   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
23.		Cheektowaga Dealership   ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
24.		New ▇▇▇▇▇▇▇▇ Chevrolet Dealership   ▇▇▇-▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
25.		Poughkeepsie Dealership (▇▇▇▇▇▇ Pontiac Buick)   ▇▇▇▇ ▇. ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
26.		RAB Motors Dealership   ▇▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
27.		City Cadillac-Oldsmobile, Major Chevrolet, Regain Pontiac and Service Facility Dealership   ▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
28.		▇▇▇▇▇▇▇▇▇▇ Motors Dealership   ▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
29.		▇▇▇▇ ▇▇▇▇▇▇ Chevrolet Dealership   ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
30.		Bohemian Auto Group Dealership   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
31.		Vacant Dealership Land   Jericho Turnpike & ▇▇▇ Terrace, Huntington Station		Suffolk., NY		ARGONAUT HOLDINGS, INC.
32.		Gildron Cadillac Dealership   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
33.		Mt. Kisco Dealership   ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
34.		Cincinnati Dealership 1   ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
35.		▇▇▇▇▇▇ Barre Dealership   ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
36.		Jenkintown Dealership 2   ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
37.		Conshohocken Dealership   ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
38.		Vancouver Dealership   ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
39.		Everett Dealership   7300 & ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
40.		Garland Training Center   Garland Road at Shiloh Road, Garland		Dallas, TX		GENERAL MOTORS LLC

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
41.		Orem Dealership   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
42.		Fremont Dealership   ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
43.		Novato Dealership 1   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
44.		Elk Grove Dealership 1   ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
45.		Tyco Dealership   312, 313, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇		▇▇▇ ▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
46.		Gilroy Dealership   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇		▇▇▇▇▇ ▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
47.		Newark Dealership   43931 Boscell & 42992 ▇▇▇▇▇		Alameda, CA		ARGONAUT HOLDINGS, INC.
48.		Thousand Oaks Consolidated ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇   ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
49.		Smyrna Dealership   ▇▇▇▇ ▇▇▇▇ ▇▇▇▇., ▇▇, ▇▇▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
50.		Chicago Dealership 1   5515, 5435, ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
51.		Hodgkins Dealership   ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
52.		Elgin Pontiac GMC   ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
53.		Brazil Dealership   ▇▇▇▇ ▇. ▇.▇. ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇		Clay, IN		ARGONAUT HOLDINGS, INC.
54.		Indianapolis Dealership   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
55.		Former Woburn Dealership   ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
56.		Grand Blanc SPO Headquarters   ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
57.		SPO Lansing (Lansing PDC Vacant Land)   ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
58.		▇▇▇▇▇▇▇ Chevrolet Dealership   ▇▇▇▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
59.		Farmington Hills Dealership   ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
60.		Ypsilanti Vehicle Center   ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
61.		Renaissance Center Land – East   TBD		Oakland, MI		GENERAL MOTORS LLC
62.		SPO Willow Run w/ Excess Land (Willow Run PDC Vacant Land)   ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
63.		Englewood Cliffs Dealership   ▇▇▇ ▇▇▇▇▇▇ ▇▇▇. (▇▇▇▇▇ ▇▇), ▇▇▇▇▇▇▇▇▇ Cliffs		Bergen, NJ		ARGONAUT HOLDINGS, INC.
64.		Lawrenceville Dealerships (2)   100 & ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
65.		Former Lawrenceville Dealership   ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
66.		Syracuse Dealership   ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
67.		Kings Mountain Dealership   ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
68.		Kennett Square Dealership   ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
69.		Simpsonville Dealership   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
70.		McMurray Dealership   ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
71.		Irving Dealership   ▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
72.		Dallas Dealership 3   8008 ▇▇▇▇▇▇ ▇. Love Freeway, Dallas		Dallas, TX		ARGONAUT HOLDINGS, INC.
73.		Houston Saturn Dealership 4   ▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
74.		McAllen Dealership   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
75.		Detroit Dealership   ▇▇▇▇▇ ▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
76.		Menomonee Falls Dealership   N70 W. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
77.		▇▇▇▇▇▇▇▇▇ Center   ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		RIVERFRONT HOLDINGS, INC.
78.		Grande Pointe Holdings Vacant Land (Outparcels)   TBD		Genesee, MI		GRANDE POINT HOLDINGS, INC.
79.		RenCen Land – West   West of ▇▇▇▇▇▇▇▇, Detroit		Wayne, MI		RIVERFRONT HOLDINGS, INC.
80.		GM Powertrain Bedford   ▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇		Lawrence, IN		GENERAL MOTORS LLC
81.		GM MFD ▇▇▇▇▇▇   ▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
82.		GM Assembly Fort ▇▇▇▇▇   12200 Lafayette Center Road, Roanoke		Huntington, IN		GENERAL MOTORS LLC
83.		GM Powertrain Bay City   ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇ ▇▇▇▇   *one parcel owned by REALM, Excluded Collateral		Bay, MI		GENERAL MOTORS LLC
84.		GM Assembly Detroit Hamtramck   ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇▇▇		▇▇▇▇▇▇▇., ▇▇		GENERAL MOTORS LLC

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
85.		GM MFD Flint Tool & Die   ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
86.		GM Assembly Flint   ▇-▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
87.		Flint Processing Center (SPO)   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
88.		GM Assembly Orion   ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
89.		GM Assembly Lansing Delta Township   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
90.		GM Assembly Lansing Grand River   ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., ▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
91.		GM MFD Lansing Regional Stamping   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ (2800 W. Saginaw Street), Lansing		▇▇▇▇▇▇, MI		GENERAL MOTORS LLC
92.		GM Powertrain Warren Transmission   ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
93.		GM Assembly Wentzville   ▇▇▇▇-▇ ▇ ▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇▇		▇▇. ▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
94.		GM Powertrain Tonawanda   ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇   *one parcel owned by ENCORE, Excluded Collateral		Erie, NY		GENERAL MOTORS LLC

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
95.		GM Assembly Arlington   ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
96.		GM Assembly Janesville   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇, ▇▇		GENERAL MOTORS LLC
97.		GM MFD Flint   ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
98.		GM Powertrain Flint Engine South   ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
99.		GM Powertrain Defiance   ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, Defiance		Defiance, OH		GENERAL MOTORS LLC
100.		Colma Saturn Dealership   ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇		▇▇▇ ▇▇▇▇▇, ▇▇		ARGONAUT HOLDINGS, INC.
101.		Doraville Building   ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
102.		Tower 500/600   500 & ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇		▇▇▇▇▇, ▇▇		RIVERFRONT HOLDINGS PHASE II, INC.
103.		Vacant ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GENERAL MOTORS LLC
104.		Stamping – Wentzville		St. ▇▇▇▇▇▇▇, MO		GENERAL MOTORS LLC
105.		GMPT – Baltimore		Baltimore, MD		GENERAL MOTORS LLC

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

No.		Site Designation		County/State		Owner
106.		▇▇▇▇ ▇.▇. ▇▇▇▇▇▇▇▇▇▇		▇▇▇▇▇▇▇, ▇▇		GM Components Holdings, LLC
107.		1800 East Lincoln		Kokomo, IN		GM Components Holdings, LLC
108.		▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇		▇▇▇▇▇▇▇▇, ▇▇		GM Components Holdings, LLC
109.		891 and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇		▇▇▇▇▇▇▇▇▇, ▇▇		GM Components Holdings, LLC

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Schedule 1.1D

Pledgors

 

		Pledgor Name		Form of Organization		Jurisdiction of Organization
1.		General Motors Asia Pacific Holdings, LLC		Limited Liability Company		Delaware
2.		General Motors Asia, Inc.		Corporation		Delaware
3.		General Motors International Holdings, Inc.		Corporation		Delaware
4.		General Motors Holdings LLC		Limited Liability Company		Delaware
5.		General Motors LLC		Limited Liability Company		Delaware
6.		General Motors Overseas Corporation		Corporation		Delaware
7.		General Motors Overseas Distribution Corporation		Corporation		Delaware
8.		GM APO Holdings, LLC		Limited Liability Company		Delaware
9.		GM Finance Co. Holdings LLC		Limited Liability Company		Delaware
10.		GM GEFS L.P.		Limited Partnership		Nevada
11.		▇▇ ▇▇▇▇ Holdings, LLC		Corporation		Delaware
12.		GM Preferred Finance Co. Holdings LLC		Limited Liability Company		Delaware
13.		GM Technologies, LLC		Limited Liability Company		Delaware
14.		OnStar, LLC		Limited Liability Company		Delaware
15.		Riverfront Holdings, Inc.		Corporation		Delaware

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Schedule 3.10

Chief Executive Office and Chief Operating Office

 

Name		Main Office Address
Borrower
General Motors Holdings LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Guarantors
Annunciata Corporation		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Argonaut Holdings, Inc.		c/o Worldwide Real Estate ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
General Motors Asia Pacific Holdings, LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
General Motors Asia, Inc.		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
General Motors International Holdings, Inc.		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
General Motors LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
General Motors Overseas Corporation		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
General Motors Overseas Distribution Corporation		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
General Motors Product Services, Inc.		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
General Motors Research Corporation		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM APO Holdings, LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM Components Holdings, LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM Eurometals, Inc.		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM Finance Co. Holdings LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM GEFS L.P.		▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
GM Global Steering Holdings, LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM Global Technology Operations, Inc.		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM Global Tooling Company, Inc.		▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Name		Main Office Address
▇▇ ▇▇▇▇ Holdings, LLC		Huntington Centre I ▇▇▇▇ ▇.▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
GM Preferred Finance Co. Holdings LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM Subsystems Manufacturing, LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM Technologies, LLC		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GM-DI Leasing Corporation		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
GMOC Administrative Services Corporation		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Grand Pointe Holdings, Inc.		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
OnStar, LLC		OnStar Corporation ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Riverfront Holdings, Inc.		c/o Worldwide Real Estate ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Riverfront Holdings Phase II, Inc.		▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Schedule 3.11

Location of Books and Records

 

Site/Property/Campus Designation		State /Province		City
Yuma Proving Ground		Arizona		Yuma
Milford Proving Grounds		Michigan		Milford
Pontiac Centerpoint Campus - Central		Michigan		Pontiac
Pontiac North Campus (incl Lab)		Michigan		Pontiac
▇▇▇▇▇▇ Technical Center		Michigan		Warren
Saginaw Technical & Casting Center		Michigan		Saginaw
Romulus Transmission Center		Michigan		Romulus
Doraville Assembly Center		Georgia		Doraville
Janesville Assembly Center		Wisconsin		Janesville
Moraine Assembly Center		Ohio		Moraine
Grand Rapids Metal Stamping		Michigan		Wyoming
Thousand Oaks Consolidated Office Building		California		Thousand Oaks
Detroit Renaissance Center Campus		Michigan		Detroit
Grand Blanc SPO Headquarters		Michigan		Grand Blanc
Saginaw Administration Site		Michigan		Saginaw
Spring Hill Manufacturing Campus		Tennessee		Spring Hill
Alpharetta Training Center		Georgia		Alpharetta
Garland Training Center		Texas		Garland
Willow Run PDC		Michigan		Belleville
Lansing PDC		Michigan		Lansing
Pontiac North Plt 17		Michigan		Pontiac
Pontiac North PC		Michigan		Pontiac
Waterford PC		Michigan		Waterford
Ypsilanti Vehicle Center		Michigan		Ypsilanti
SPO PDC IV (b)		Tennessee		Memphis

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Schedule 3.15

Borrower and its Subsidiaries

***

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Schedule 3.16

Ownership of Covered Group Members

 

Loan Party		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
Capitalization of Loan Parties
Annunciata Corporation		Corporation		Delaware		General Motors LLC		100%
Argonaut Holdings, Inc.		Corporation		Delaware		General Motors LLC		100%
General Motors Asia Pacific Holdings, LLC		Limited Liability Company		Delaware		General Motors LLC   General Motors Asia, Inc.   General Motors Overseas Corporation		93.616%   1.292%   5.092%
General Motors Asia, Inc.		Corporation		Delaware		General Motors LLC		100%
General Motors International Holdings, Inc.		Corporation		Delaware		General Motors LLC		100%
General Motors Holdings LLC		Limited Liability Company		Delaware		General Motors Company		100%
General Motors LLC		Limited Liability Company		Delaware		General Motors Holdings LLC		100%
General Motors Overseas Corporation		Corporation		Delaware		General Motors LLC		100%
General Motors Overseas Distribution Corporation		Corporation		Delaware		General Motors LLC		100%
General Motors Product Services, Inc.		Corporation		Delaware		General Motors LLC   General Motors of Canada Limited		88.4%   11.6%
General Motors Research Corporation		Corporation		Delaware		General Motors LLC		100%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Loan Party		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
GM APO Holdings, LLC		Limited Liability Company		Delaware		General Motors Asia Pacific Holdings, LLC		100%
GM Components Holdings, LLC		Limited Liability Company		Delaware		General Motors LLC		100%
GM Eurometals, Inc.		Corporation		Delaware		General Motors LLC		100%
GM Finance Co. Holdings LLC		Limited Liability Company		Delaware		General Motors LLC		100%
GM GEFS L.P.		Limited Partnership		Nevada		General Motors LLC   GM Technologies, LLC		99.99%   0.01%
GM Global Steering Holdings, LLC		Limited Liability Company		Delaware		General Motors LLC		100%
GM Global Technology Operations, Inc.		Corporation		Delaware		General Motors LLC		100%
GM Global Tooling Company, Inc.		Corporation		Delaware		General Motors LLC		100%
▇▇ ▇▇▇▇ Holdings, LLC		Limited Liability Company		Delaware		General Motors Asia Pacific Holdings, LLC		100%
GM Preferred Finance Co. Holdings LLC		Limited Liability Company		Delaware		General Motors LLC		100%
GM Subsystems Manufacturing, LLC		Limited Liability Company		Delaware		General Motors LLC		100%
GM Technologies, LLC		Limited Liability Company		Delaware		General Motors LLC		100%
GM-DI Leasing Corporation		Corporation		Delaware		General Motors LLC		100%
GMOC Administrative Services Corporation		Corporation		Delaware		General Motors Overseas Corporation		100%
Grand Pointe Holdings, Inc.		Corporation		Michigan		WRE, Inc.		100%
OnStar, LLC		Limited Liability Company		Delaware		General Motors LLC		100%
Riverfront Holdings, Inc.		Corporation		Delaware		General Motors LLC		100%
Riverfront Holdings Phase II, Inc.		Corporation		Delaware		Riverfront Holdings, Inc.		100%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
Capitalization of Additional Covered Group Members
Chevrolet Sociedad Anonima de Ahorro para Fines Determinados				Argentina		▇▇ ▇▇▇▇ Holdings, LLC   General Motors Overseas Distribution Corporation		90% 10%
General Motors Argentina S.r.l.				Argentina		General Motors Chile Industria Automotriz Limitada   ▇▇ ▇▇▇▇ Holdings, LLC Suzuki		94.99% 4.61% 0.4%
General Motors Australia Ltd.				Australia		General Motors Overseas Corporation		100%
General Motors Investments Pty. Ltd.				Australia		General Motors Australia Ltd.		100%
▇▇ ▇▇▇▇▇▇ Ltd.				Australia		General Motors Australia Ltd.		100%
General Motors Holden Sales Pty. Limited				Australia		▇▇ ▇▇▇▇▇▇ Ltd.		100%
Salmon Street Ltd.				Australia		▇▇ ▇▇▇▇▇▇ Ltd.   General Motors Holden Sales Pty Limited		80% 20%
Funcap-Comercio e Administracao de Bens Moveis e Valores Ltda.				Brazil		General Motors do Brasil Ltda.   ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇		99.9% 0.1%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
General Motors do Brasil Ltda.				Brazil		▇▇ ▇▇▇▇ Holdings, LLC   ▇▇▇▇▇▇ ▇▇▇▇▇; ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ (1 share each)		99.999%   0.001%
GM Factoring Sociedade de Fomento Comercial Ltda.				Brazil		General Motors do Brasil Ltda.   ▇▇▇▇▇▇▇, ▇▇▇▇▇▇		99.9%     0.1%
GM International Sales Ltd.				Cayman Islands		General Motors Overseas Distribution Corporation		100%
General Motors Chile Industria Automotriz Limitada				Chile		GM Inversiones ▇▇▇▇▇▇▇▇ Limitada   ▇▇ ▇▇▇▇ Holdings, LLC		99.9%     0.1%
GM Inversiones ▇▇▇▇▇▇▇▇ Limitada				Chile		▇▇ ▇▇▇▇ Holdings, LLC   General Motors Chile Industria Automotriz Limitada		99.99%   0.01%
General Motors (China) Investment Company Limited				China		General Motors China, Inc.		100%
General Motors Warehousing and Trading (Shanghai) Co. Ltd.				China		General Motors China, Inc.		100%
General Motors (Hong Kong) Company Limited				China		General Motors China, Inc.		100%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
General Motors - Colmotores S.A.				Colombia		▇▇ ▇▇▇▇ Holdings, LLC   Suzuki   Itochu   Local Shareholders		92.53%   2.29%   1.58%   3.80%
General Motors del Ecuador S.A.				Ecuador		▇▇ ▇▇▇▇ Holdings, LLC   General Motors Overseas Distribution Corporation		99.9%   0.1%
Holdcorp S.A.				Ecuador		Omnibus BB Transportes, S.A.   General Motors del Ecuador S.A.		99.999%   0.001%
Omnibus BB Transportes, S.A.				Ecuador		▇▇ ▇▇▇▇ Holdings, LLC   General Motors del Ecuador S.A.   Chipper Investments L.L.C.   Empronorte Overseas   Holding Dine, S.A.   Itochu Latin America   Minida L.L.C.   Shatzi L.L.C.		40.085%   11.087%   0.757%   7.459%   34.097%   5.001%   0.757%   0.758%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
Elasto S.A.				Ecuador		Omnibus BB Transportes, S.A.   General Motors del Ecuador S.A.   Alamo Investment, Inc.   ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇   Chipper Investments L.L.C.   ▇▇▇▇▇ L.L.C.   Shatzi L.L.C.		56%   15.2%   20%   0.8%   2.667%   2.667%   2.667%
GM Auslandprojekte GmbH				Germany		Opel Eisenach GmbH		100%
Chevrolet Sales India Private Ltd.				India		General Motors Overseas Distribution Corporation   General Motors International Holdings, Inc.		99.99%     0.01%
General Motors India Private Ltd				India		General Motors Asia Pacific Holdings, LLC   ▇▇ ▇▇▇▇▇▇ Ltd.		99.53%     0.47%
P.T. GM AutoWorld Indonesia				Indonesia		P.T. General Motors Indonesia   Arif Pramadana		99.9996%   0.0004%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
P.T. General Motors Indonesia				Indonesia		General Motors Asia Pacific Holdings, LLC   ▇▇ ▇▇▇▇▇▇ Ltd.		79%     21%
General Motors Israel Ltd.				Israel		▇▇ ▇▇▇▇ Holdings, LLC		100%
GM-UMI Technology Research and Development Ltd.				Israel		▇▇ ▇▇▇▇ Holdings, LLC   Universal Motors Israel Ltd.		51%   49%
General Motors Asia Pacific (Japan) Limited				Japan		General Motors LLC		100%
GM AutoWorld Yugen Kaisha				Japan		General Motors LLC		100%
General Motors East Africa Limited				Kenya		General Motors Asia Pacific Holdings, LLC   Centrum Investment Co. Ltd.   Itochu Corp.   ICDC		57.7%   17.8%   4.5%   20%
GM AutoWorld Korea Co. Ltd.				Korea		General Motors Asia, Inc.		100%
GM Korea Co., Ltd.				Korea		General Motors Korea, Inc.		100%
Cadillac ▇▇▇▇▇▇▇, ▇.▇. de C.V.				Mexico		Controladora ACDelco S.A. de C.V.   Controladora General Motors, S.A. de C.V.		99.9999%     0.0001%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
Controladora ACDelco S.A. de C.V.				Mexico		Controladora General Motors, S.A. de C.V.   General Motors de México, S. de ▇.▇. de C.V.		99.9999%     0.0001%
Controladora General Motors, S.A. de C.V.				Mexico		General Motors Overseas Distribution Corporation   Sistemas para Automotores de México, S. de ▇.▇. de C.V.		99.9999%     0.0001%
General Motors de Mexico, S. de ▇.▇. de C.V.				Mexico		Controladora General Motors, S.A. de C.V.   Sistemas para Automotores de México, S. de ▇.▇. de C.V.		99.9999%     0.0001%
GMAC Holding S.A. de C.V.				Mexico		Controladora General Motors, S.A. de C.V.   Sistemas para Automotores de México, S. de ▇.▇. de C.V.		99.999%     0.001%
Sistemas para Automotores de Mexico, S. de ▇.▇. de C.V.				Mexico		Controladora General Motors, S.A. de C.V.   General Motors de México, S. de ▇.▇. de C.V.		99.86%     0.14%
Holden New Zealand Limited				New Zealand		General Motors LLC		100%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
General Motors Peru S.A.				Peru		General Motors Inversiones ▇▇▇▇▇▇▇▇ Ltda.   General Motors Overseas Distribution Corporation   General Motors Overseas Corporation		99.994%     0.004%     0.002%
General Motors Automobiles Philippines, Inc.				Philippines		General Motors LLC   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇ ▇. ▇▇▇▇   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Small		99.999%   0.0018%   0.0018%   0.0018%   0.0018%   0.0018%
General Motors Auto LLC				Russia		GM Auslandprojekte GmbH   General Motors CIS, LLC		99.90%   0.10%
General Motors Asia Pacific (Pte) Ltd.				Singapore		General Motors LLC		100%
BOCO (Proprietary) Limited				South Africa		▇▇ ▇▇▇▇ Holdings, LLC		100%
General Motors South Africa (Pty) Limited				South Africa		BOCO (Proprietary) Limited		100%
GM Plats (Proprietary) Limited				South Africa		General Motors Asia Pacific Holdings, LLC		100%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
General Motors Automotive Holdings, S.L.				Spain		General Motors International Holdings, Inc.   General Motors LLC   General Motors of Canada Limited		77.53%     11.34%     11.13%
General Motors Europe AG				Switzerland		General Motors Automotive Holdings S.L.		100%
General Motors Taiwan Ltd.				Taiwan		GM APO Holdings, LLC   Kung-▇▇▇▇ ▇▇▇   ▇▇▇▇ ▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇ ▇▇▇   ▇▇▇▇▇ ▇▇▇   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇-▇▇▇▇		99.9999%   0.00000012%   0.00000012%   0.00000012%   0.00000012%   0.00000012%   0.00000012%
▇▇▇ ▇▇▇ International Automotive Distribution Co. Ltd.				Taiwan		General Motors China, Inc.		100%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
General Motors (Thailand) Limited				Thailand		General Motors Thailand Investments LLC   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇▇▇▇▇   Somnuek Ngamtrakulchol   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Small   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Zara, III		99.9999917%     0.00000138%   0.00000138%   0.00000138%   0.00000138%   0.00000138%   0.00000138%
Chevrolet Sales (Thailand) Limited				Thailand		General Motors Asia, Inc.   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇▇▇▇▇   Somnuek Ngamtrakulchol   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Small   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Zara, III		99.9999186%   0.00001357%   0.00001357%   0.00001357%   0.00001357%   0.00001357%   0.00001357%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
General Motors Powertrain (Thailand) Limited				Thailand		General Motors Asia Pacific Holdings, LLC   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇▇▇▇▇   ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Small   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Zara		99.9999627%     0.0000062%   0.0000062%   0.0000062%   0.0000062%   0.0000062%   0.0000062%
General Motors Southeast Asia Oeprations Limited				Thailand		General Motors Asia, Inc.   ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇   ▇▇▇▇▇▇▇▇ ▇▇▇▇▇   Somnuek Ngamtrakulchol   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Small   ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Zara		99.994%   0.001%   0.001%   0.001%   0.001%   0.001%   0.001%
General Motors Africa and Middle East FZE				United Arab Emirates		General Motors Overseas Distribution Corporation		100%

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

 

Covered Group Member		Form of Organization		Jurisdiction of Organization		Owner		Percent Owned
GM GPSC UK Limited				United Kingdom		General Motors Automotive Holdings S.L.		100%
Global Tooling Service Company Europe Limited				United Kingdom		General Motors LLC		100%
General Motors Limited				United Kingdom		General Motors Asia Pacific Holdings, LLC   General Motors Asia Pacific (Japan) Limited		77.17%     22.83%
Aftermarket UK Limited				United Kingdom		General Motors Automotive Holdings S.L.		100%
General Motors Uruguay, S.A.				Uruguay		▇▇ ▇▇▇▇ Holdings, LLC		100%
Sustemas de Compra Programada Chevrolet, C.A.				Venesuela		▇▇ ▇▇▇▇ Holdings, LLC		100%
General Motors Venezolana, C.A.				Venezuela		▇▇ ▇▇▇▇ Holdings, LLC		100%

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Schedule 3.21

Jurisdictions and Recording Offices

A. UCC Filing Jurisdictions and Offices

 

Entity		Form of Organization		Jurisdiction of Organization		Filing Jurisdiction and Filing Office
Annunciata Corporation		Corporation		Delaware		Delaware – Secretary of State
Argonaut Holdings, Inc.		Corporation		Delaware		Delaware – Secretary of State
General Motors Asia Pacific Holdings, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
General Motors Asia, Inc.		Corporation		Delaware		Delaware – Secretary of State
General Motors International Holdings, Inc.		Corporation		Delaware		Delaware – Secretary of State
General Motors Holdings LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
General Motors Overseas Corporation		Corporation		Delaware		Delaware – Secretary of State
General Motors Overseas Distribution Corporation		Corporation		Delaware		Delaware – Secretary of State
General Motors Product Services, Inc.		Corporation		Delaware		Delaware – Secretary of State
General Motors Research Corporation		Corporation		Delaware		Delaware – Secretary of State
GM APO Holdings, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM Components Holdings, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM Eurometals, Inc.		Corporation		Delaware		Delaware – Secretary of State
General Motors LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM Finance Co. Holdings LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM GEFS L.P.		Limited Partnership		Nevada		Nevada – Secretary of State

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

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Entity		Form of Organization		Jurisdiction of Organization		Filing Jurisdiction and Filing Office
GM Global Steering Holdings, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM Global Technology Operations, Inc.		Corporation		Delaware		Delaware – Secretary of State
GM Global Tooling Company, Inc.		Corporation		Delaware		Delaware – Secretary of State
▇▇ ▇▇▇▇ Holdings, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM Preferred Finance Co. Holdings LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM Subsystems Manufacturing, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM Technologies, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
GM-DI Leasing Corporation		Corporation		Delaware		Delaware – Secretary of State
GMOC Administrative Services Corporation		Corporation		Delaware		Delaware – Secretary of State
Grand Pointe Holdings, Inc.		Corporation		Michigan		Michigan – Secretary of State
OnStar, LLC		Limited Liability Company		Delaware		Delaware – Secretary of State
Riverfront Holdings, Inc.		Corporation		Delaware		Delaware – Secretary of State
Riverfront Holdings Phase II, Inc.		Corporation		Delaware		Delaware – Secretary of State

 

B. Intellectual Property Filing Offices
U.S. Patent and Trademark Collateral		United States Patent and Trademark Office
U.S. Copyright Collateral		United States Copyright Office

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Schedule 3.28

Excluded Collateral

***

CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT

Annex 1 to Schedule 3.28

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