Assignment and Assumption Agreement



 Exhibit 10.4 
 EXECUTION VERSION 
 ASSIGNMENT AND ASSUMPTION AGREEMENT
AND THIRD AMENDMENT TO 
 AMENDED AND RESTATED SECURED NOTE AGREEMENT 
 This ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURED NOTE 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 Issuer, 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 UAW RETIREE MEDICAL BENEFITS TRUST, as the
noteholder hereunder (the “Initial Noteholder” and, together with its permitted assigns, the “Noteholder”). 
 W I T N E S S E T H: 
 WHEREAS, on August 14, 2009, the Assignor, as
borrower, entered into that certain $2,500,000,000 Amended and Restated Secured Note Agreement (as amended by (i) the First Amendment to Amended and Restated Secured Note Agreement, dated as of October 1, 2009, but effective as of
September 1, 2009, and (ii) the Second Amendment to Amended and Restated Secured Note Agreement, dated as of October 6, 2009, and as further amended, restated, replaced, supplemented or otherwise modified from time to time, the
“Note Agreement”; unless otherwise defined herein, terms defined in the Note Agreement and used herein shall have the meanings given to them in the Note Agreement), with the Guarantors, and the Noteholder as the noteholder
thereunder; 
 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, issuing the Notes under the Note 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 Note Agreement and the other Secured Note Documents, including the Notes 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 Note Agreement and the other Secured Note Documents, including the Notes 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 Notes 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 Note 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 Note Agreement and the other Secured Note Documents, including the Notes 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 Noteholder for amounts that have accrued pursuant to the terms and conditions of the Note Agreement and the other Secured Note
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 Issuer under the Note Agreement and the other Secured Note Documents, to repay the principal of, or to pay interest, fees and other amounts with respect to
the Obligations under the Note Agreement and the other Secured Note Documents. For the avoidance of doubt, nothing herein shall release, or shall be construed to release, the Assignor from its obligations under the 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 Noteholder (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 with respect to the Obligations in favor of the Noteholder. 
 ARTICLE II 
 AMENDMENT TO NOTE AGREEMENT 
 Section 2.1 Amendments to Section 1.1 of the Note Agreement (Definitions). Section 1.1 of the Note 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 Notes 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 Issuer 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 Approving Party. Such intercreditor agreement
shall preserve the relationship in the Intercreditor Agreement between the Treasury and the Noteholder (including the terms of Section 2.4 of the Intercreditor Agreement) and may take the form of 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

  

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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 Issuer but shall not
include any Excluded Dispositions and any event that constitutes a Recovery Event. 
 (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 Noteholders, the Canadian Lender, the
Treasury 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 Issuer 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 Issuer 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 Issuer 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
Approving Party. Such intercreditor agreement shall preserve the relationship in the Intercreditor Agreement between the Treasury and the Noteholder (including the terms of Section 2.4 of the Intercreditor Agreement) and may take the form of an
amendment, restatement, modification or supplement to the Intercreditor Agreement. 
  

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 (vii) deleting therefrom the definition of “Guaranty” in its
entirety and replacing the same with the following: 
 ““Guaranty”: the Amended and Restated Guaranty and
Collateral Agreement dated as of October 19, 2009, made by the Issuer and the Guarantors in favor of the Noteholder.”. 
 (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 Notes 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 Note Agreement (Subsidiaries). Section 3.15 of the Note Agreement is
hereby deleted in its entirety and replaced with the following: 
 “3.15 Issuer and Subsidiaries. All of the
Subsidiaries of the Issuer as of the Effective Date are listed on Schedule 3.15, which schedule sets forth the name and jurisdiction of formation of the Issuer and each Subsidiary and, as to each such Subsidiary, the percentage of each class of
Capital Stock of such Subsidiary owned by the Issuer 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 Note Agreement (Financial Statements). Sections 5.1(f) and 5.1 (g) of the Note 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

  

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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; 
 (ii) as soon as available, but in any event not later than 45 days after the end of the third fiscal quarter of the
Issuer’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
Issuer shall promptly furnish copies of such reports to the Initial Noteholder.”. 
  

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 Section 2.4 Amendment to Section 5.23 of the Note Agreement (Additional
Guarantors). Section 5.23 of the Note Agreement is hereby deleted in its entirety and replaced with the following: 
 “5.23 Additional Guarantors. Except as otherwise agreed to by the Noteholder, the Issuer 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 2.5 Amendment to Section 6.1 of the Note Agreement (Prohibition on Fundamental
Changes; Disposition of Collateral). Section 6.1 of the Note 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 Approving Party’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 Issuer, Holdco
or the Issuer (as the case may be) shall be the continuing or surviving entity or, in the event that Holdco or the Issuer (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 Issuer’s Property to any other Person, (1) the continuing, surviving or acquiring entity (any of the foregoing, in the case of the Issuer, the “Replacement Issuer” and in the case of Holdco,
“Replacement Holdco”) expressly assumes the obligations of Holdco or the Issuer (as applicable) under the Secured Note Documents and the UST Facility, (2) the Replacement Issuer or Replacement Holdco (as the case may be) is
organized under the laws of a State in the United States, (3) the Replacement Issuer or Replacement Holdco (as the case may be) shall have delivered to the Noteholder 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 Approving Party may reasonably request, each in form and substance satisfactory to the Approving Party 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 Secured Note Documents and the UST 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 Noteholder

  

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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 Approving Party may reasonably request, each in form and substance satisfactory to the Approving Party in its sole discretion.” 
 Section 2.6 Amendment to Section 6.5 of the Note Agreement (Restricted Payments). Section 6.5 of the Note 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 Issuer 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 Issuer and its Subsidiaries have received their pro rata portion of such Restricted Payments; 
 (d) Permitted Tax Distributions; 
 (e) Restricted Payments by the Issuer 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
Issuer and its Subsidiaries and (iv) any amount due and payable by the Issuer or any of its Subsidiaries that is permitted to be paid by the Issuer and its Subsidiaries under this Agreement; 
  

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 (f) Restricted Payments by the Issuer 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 2.7 Amendment to Section 6.8 of the Note Agreement (Negative Pledge).
Section 6.8 of the Note 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 Secured Note Documents
(iii) agreements governing Permitted Liens (other than Additional Secured Indebtedness and Excluded Secured Indebtedness) and (iv) the Existing Agreements.” 
 Section 2.8 Amendment to Schedule 1.1B to the Note Agreement (Guarantors). Schedule 1.1B to the Note Agreement is
hereby deleted in its entirety and replaced with the Schedule 1.1B attached as Exhibit A hereto. 
 Section 2.9
Amendment to Schedule 1.1C to the Note Agreement (Mortgaged Properties). Schedule 1.1C to the Note Agreement is hereby deleted in its entirety and replaced with the Schedule 1.1C attached as Exhibit B hereto. 

Section 2.10 Amendment to Schedule 1.1D to the Note Agreement (Pledgors). Schedule 1.1D to the Note Agreement is
hereby deleted in its entirety and replaced with the Schedule 1.1D attached as Exhibit C hereto. 
 Section 2.11
Amendment to Schedule 3.10 to the Note Agreement (Chief Executive Office and Chief Operating Office). Schedule 3.10 to the Note Agreement is hereby deleted in its entirety and replaced with the Schedule 3.10 attached as
Exhibit D hereto. 
 Section 2.12 Amendment to Schedule 3.11 to the Note Agreement (Location of Books and
Records). Schedule 3.11 to the Note Agreement is hereby deleted in its entirety and replaced with the Schedule 3.11 attached as Exhibit E hereto. 
 Section 2.13 Amendment to Schedule 3.15 to the Note Agreement (Subsidiaries). Schedule 3.15 to the Note Agreement is hereby deleted in its entirety and replaced with the
Schedule 3.15 attached as Exhibit F hereto. 
  

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 Section 2.14 Amendment to Schedule 3.16 to the Note Agreement (Ownership of
Covered Group Members). Schedule 3.16 to the Note Agreement is hereby deleted in its entirety and replaced with the Schedule 3.16 attached as Exhibit G hereto. 
 Section 2.15 Amendment to Schedule 3.21 to the Note Agreement (Jurisdictions and Recording Offices). Schedule 3.21 to
the Note Agreement is hereby deleted in its entirety and replaced with the Schedule 3.21 attached as Exhibit H hereto. 
 Section 2.16 Amendment to Schedule 3.28 to the Note Agreement (Excluded Collateral). Schedule 3.28 to the Note 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 Note 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 Note Agreement applicable to an Issuer 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 Noteholder, with respect to itself, as of the Assumption Effective Date, each of the representations provided in the below listed subsections of Section 3 (Representations and Warranties) of the
Note Agreement, and that such representations shall be subject to subsection 3.23 (Survival of Representations and Warranties) of the Note Agreement: 
 (A) 3.4 (No Breach); 
 (B) 3.5 (Action, Binding Obligations);

 (C) 3.6 (Approvals); 
 (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 Note Agreement to the same extent as such terms apply to the Issuer or any other Issuer Party thereunder: 
 (A) 5.1(f) and 5.1(g) (Financial Statements); 
  


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 (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
Note Agreement to the same extent as such terms apply to an Issuer 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 Note
Agreement) and agreed to by Holdco pursuant to clause (iii) above), (e), (f), (j), (n), (u) and (ee) of Section 7.1 of the Note Agreement with respect to Holdco shall constitute a Default or an Event of Default under the Note
Agreement, as applicable, to the same extent that such events with respect to any Issuer Party constitute a Default or an Event of Default under such provisions of the Note Agreement, as applicable; 
 (v) Section 8 (Miscellaneous). Holdco hereby agrees that the terms of the following subsections of the Note Agreement
shall apply to Holdco and Holdco’s agreements under this Article III to the same extent as such terms apply to the Issuer Parties and to the Issuer Parties’ obligations under the Note 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 Issuer Party arising out of, in connection with, or as a result of, the execution or delivery by Holdco

  

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of this Agreement and any other Secured Note 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 Secured Note
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
Issuer 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); 
 (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 Note Agreement). 
 Section 3.2 Limitation on Activities of Holdco. Notwithstanding anything to the contrary in this Agreement, the Note Agreement or any
other Secured Note Document, Holdco shall not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or

  

 -12- 








 
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 Secured Note 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 Note 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 Note 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 
 (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. 
  

 -13- 








 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 Issuer in or pursuant to the Secured Note 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 4.3 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,

  

 -14- 








 
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 Secured Note 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; 
 (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; 
  

 -15- 








 (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 Noteholder Consent. By causing a duly authorized officer or representative to sign the signature page hereto on its
behalf, the Noteholder consents to the Assignment and Assumption and to the amendments to the Note 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. 
 Section 6.4 Limited Effect. Except as expressly provided hereby, all of
the terms and provisions of the Note Agreement and the other Secured Note 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 Note Agreement or the other Secured Note 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 Noteholder. 
 Section 6.5 Secured Note Document. For the avoidance of doubt, this Agreement is a
“Secured Note Document” as defined in the Note Agreement, for all purposes of the Note Agreement and the other Secured Note Documents, including the Intercreditor Agreement. 
  

 -16- 








 [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/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Assistant Treasurer


 Assignment and Assumption 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/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Assistant Treasurer


 Assignment and Assumption Agreement 








			
	NOTEHOLDER:
	
	UAW RETIREE MEDICAL BENEFITS TRUST
		
	By:	 	 /s/ Bob Naftaly

	Name:	 	Bob Naftaly
	Title:	 	Chair of the Committee of the UAW Retiree
		 	Medical Benefits Trust


 Assignment and Assumption 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/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Vice President


 Assignment and Assumption Agreement 








			
	GM GLOBAL STEERING HOLDINGS, LLC
	
	GM GLOBAL TECHNOLOGY OPERATIONS, INC.
	
	GM GLOBAL TOOLING COMPANY, INC.
	
	GM LAAM 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/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Vice President


 Assignment and Assumption Agreement 








			
	GM EUROMETALS, INC.
		
	By:	 	 /s/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Vice President


 Assignment and Assumption Agreement 








			
	GM SUBSYSTEMS MANUFACTURING, LLC
		
	By:	 	 /s/ Niharika Ramdev

	Name:	 	Niharika Ramdev
	Title:	 	Treasurer


 Assignment and Assumption Agreement 








			
	 GENERAL MOTORS LLC
(successor-by-conversion to, and formerly known as, General Motors
Company)

		
	By:	 	 /s/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Assistant Treasurer


 Assignment and Assumption 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/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Assistant Treasurer


 Assignment and Assumption Agreement 







 EXHIBIT A 
 Schedule 1.1B to Note Agreement 
 [See attached]

  

 Exhibit A-1 








 EXHIBIT B 
 Schedule 1.1C to Note Agreement 
 [See attached]

 Exhibit B-1 







 EXHIBIT C 
 Schedule 1.1D to Note Agreement 
 [See attached]

 Exhibit C-1 







 EXHIBIT D 
 Schedule 3.10 to Note Agreement 
 [See attached]

 Exhibit D-1 







 EXHIBIT E 
 Schedule 3.11 to Note Agreement 
 [See attached]

 Exhibit E-1 







 EXHIBIT F 
 Schedule 3.15 to Note Agreement 
 [See attached]

 Exhibit F-1 







 EXHIBIT G 
 Schedule 3.16 to Note Agreement 
 [See attached]

 Exhibit G-1 







 EXHIBIT H 
 Schedule 3.21 to Note Agreement 
 [See attached]

 Exhibit H-1 







 EXHIBIT I 
 Schedule 3.28 to Note Agreement 
 [See attached]








 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.
	  	GM LAAM 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.	  	 Warren Technical Center
  
 30800 Mound Road, Warren
	  	Macomb, MI	  	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
  
 3300 General Motors Road, Milford
	  	Oakland/Livingston, MI	  	GENERAL MOTORS LLC
				
	4.	  	 Mesa Dealership 2
  
 6315 East Auto Park Drive, Mesa
	  	Maricopa, AZ	  	ARGONAUT HOLDINGS, INC.
				
	5.	  	 Penske Cadillac Hummer South Bay Dealership
  
 18600 Hawthorne Blvd., Torrance
	  	Los Angeles, CA	  	ARGONAUT HOLDINGS, INC.
				
	6.	  	 Dublin BPG Dealership
  
 4400 John Monego Court, Dublin
	  	Alameda, CA	  	ARGONAUT HOLDINGS, INC.
				
	7.	  	 Cerritos Dealership
  
 10901 E. 183rd Street & 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
  
 18400 Studebaker Road, Cerritos
	  	Los Angeles, CA	  	ARGONAUT HOLDINGS, INC.
				
	9.	  	 Saturn of Capitol Expressway Dealership
  
 755 W. Capitol Expressway, San Jose
	  	Santa Clara, CA	  	ARGONAUT HOLDINGS, INC.
				
	10.	  	 Oakland G Truck Center Dealership
  
 8099 South Coliseum Way, Oakland
	  	Alameda, CA	  	GENERAL MOTORS LLC
				
	11.	  	 Lone Tree Dealerships
  
 8101, 8201, 8301 & 8351 Parkway Drive, Lone Tree
	  	Douglas, CO	  	ARGONAUT HOLDINGS, INC.
				
	12.	  	 Denver Dealership 2
  
 8120 W. Tuffs Ave., Denver
	  	Denver, CO	  	ARGONAUT HOLDINGS, INC.
				
	13.	  	 Estero Bay Chevrolet Dealership
  
 SW corner Corkscrew Road & I-75, Estero
	  	Lee, FL	  	ARGONAUT HOLDINGS, INC.
				
	14.	  	 Kendall (Dadeland) Chevrolet Dealership
  
 8455 S. Dixie Highway, Miami
	  	Dade, FL	  	ARGONAUT HOLDINGS, INC.
				
	15.	  	 Pinellas Park Dealership
  
 9400 U.S. Highway 19 North, Pinellas Park
	  	Pinellas, FL	  	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
  
 1395-1 N. Homestead Blvd., Homestead
	  	Miami-Dade, FL	  	ARGONAUT HOLDINGS, INC.
				
	17.	  	 Alpharetta Training Center
  
 6395 Shiloh Road, Alpharetta
	  	Forsyth, GA	  	GENERAL MOTORS LLC
				
	18.	  	 Lou Sobh Automotive Dealership
  
 1301 Thornton Road, Lithia Springs
	  	Douglas, GA	  	ARGONAUT HOLDINGS, INC.
				
	19.	  	 Waterford PC Vacant Land (SPO – Drayton Plains)
  
 5260 Williams Lake Road, Waterford
	  	Oakland, MI	  	GENERAL MOTORS LLC
				
	20.	  	 Miller Buick Pontiac Dealership
  
 920 Route 1 North, Woodbridge
	  	Middlesex, NJ	  	ARGONAUT HOLDINGS, INC.
				
	21.	  	 Multi-Chevrolet Saturn Dealership
  
 2675 Route 22 West, Union
	  	Union, NJ	  	ARGONAUT HOLDINGS, INC.
				
	22.	  	 Vacant Dealership Building
  
 2915 Niagara Falls, Amherst
	  	Erie, NY	  	ARGONAUT HOLDINGS, INC.
				
	23.	  	 Cheektowaga Dealership
  
 2928 Walden Ave., Cheektowaga
	  	Erie, NY	  	ARGONAUT HOLDINGS, INC.
				
	24.	  	 New Rochelle Chevrolet Dealership
  
 288-300 Main Street, New Rochelle
	  	Westchester, NY	  	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 (Hudson Pontiac Buick)
  
 1960 S. Road U.S. Route 9, Poughkeepsie
	  	Dutchess, NY	  	ARGONAUT HOLDINGS, INC.
				
	26.	  	 RAB Motors Dealership
  
 105-20 Queens Blvd., Forest Hills
	  	Queens, NY	  	ARGONAUT HOLDINGS, INC.
				
	27.	  	 City Cadillac-Oldsmobile, Major Chevrolet, Regain Pontiac and Service Facility Dealership
  
 43-60 Northern Blvd., Long Island
	  	Queens, NY	  	GENERAL MOTORS LLC
				
	28.	  	 Cunningham Motors Dealership
  
 40-40 172 Street, Flushing
	  	Queens, NY	  	ARGONAUT HOLDINGS, INC.
				
	29.	  	 86th Street Chevrolet Dealership
  
 1575 86th Street, Brooklyn
	  	Kings, NY	  	ARGONAUT HOLDINGS, INC.
				
	30.	  	 Bohemian Auto Group Dealership
  
 4825 Sunrise Highway, Sayville
	  	Suffolk, NY	  	GENERAL MOTORS LLC
				
	31.	  	 Vacant Dealership Land
  
 Jericho Turnpike & Dix Terrace, Huntington Station
	  	Suffolk., NY	  	ARGONAUT HOLDINGS, INC.
				
	32.	  	 Gildron Cadillac Dealership
  
 1245 Central Park Ave., Yonkers
	  	Westchester, NY	  	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
  
 175 N. Bedford Road, Mt. Kisco
	  	Westchester, NY	  	ARGONAUT HOLDINGS, INC.
				
	34.	  	 Cincinnati Dealership 1
  
 3015 Glenhills Way, Cincinnati
	  	Hamilton, OH	  	ARGONAUT HOLDINGS, INC.
				
	35.	  	 Wilkes Barre Dealership
  
 2140 Sans Souci Pkwy., Wilkes Barre
	  	Luzerne, PA	  	ARGONAUT HOLDINGS, INC.
				
	36.	  	 Jenkintown Dealership 2
  
 830 Old York Road, Jenkintown
	  	Montgomery, PA	  	ARGONAUT HOLDINGS, INC.
				
	37.	  	 Conshohocken Dealership
  
 301 Alan Wood Road, Conshohocken
	  	Montgomery, PA	  	ARGONAUT HOLDINGS, INC.
				
	38.	  	 Vancouver Dealership
  
 10811 E. Mill Plain Blvd., Vancouver
	  	Clark, WA	  	ARGONAUT HOLDINGS, INC.
				
	39.	  	 Everett Dealership
  
 7300 & 7428 Evergreen Way, Everett
	  	Snohomish, WA	  	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
  
 1260 S. Sandhill Road, Orem
	  	Utah, UT	  	ARGONAUT HOLDINGS, INC.
				
	42.	  	 Fremont Dealership
  
 43191 Boscell Road, Fremont
	  	Alameda, CA	  	ARGONAUT HOLDINGS, INC.
				
	43.	  	 Novato Dealership 1
  
 7123 Redwood Blvd., Novato
	  	Marin, CA	  	ARGONAUT HOLDINGS, INC.
				
	44.	  	 Elk Grove Dealership 1
  
 8480 Laguna Grove Drive, Elk Grove
	  	Sacramento, CA	  	ARGONAUT HOLDINGS, INC.
				
	45.	  	 Tyco Dealership
  
 312, 313, 314 Constitution Drive, Menlo Park
	  	San Mateo, CA	  	ARGONAUT HOLDINGS, INC.
				
	46.	  	 Gilroy Dealership
  
 6720 Bearcat Court, Gilroy
	  	Santa Clara, CA	  	ARGONAUT HOLDINGS, INC.
				
	47.	  	 Newark Dealership
  
 43931 Boscell & 42992 Boyce
	  	Alameda, CA	  	ARGONAUT HOLDINGS, INC.
				
	48.	  	 Thousand Oaks Consolidated Office Building
  
 515 Marin Street, Thousand Oaks
	  	Ventura, CA	  	GENERAL MOTORS LLC
				
	49.	  	 Smyrna Dealership
  
 2155 Cobb Pkwy., SE, Smyrna
	  	Cobb, GA	  	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, 5555 W. Irving Park Road, Chicago
	  	Cook, IL	  	ARGONAUT HOLDINGS, INC.
				
	51.	  	 Hodgkins Dealership
  
 9510 W. Joliet Road, Hodgkins
	  	Cook, IL	  	ARGONAUT HOLDINGS, INC.
				
	52.	  	 Elgin Pontiac GMC
  
 909 E. Chicago Street
	  	Kane, IL	  	ARGONAUT HOLDINGS, INC.
				
	53.	  	 Brazil Dealership
  
 2456 W. U.S. Highway 40, Brazil
	  	Clay, IN	  	ARGONAUT HOLDINGS, INC.
				
	54.	  	 Indianapolis Dealership
  
 7250 N. Keystone Ave., Indianapolis
	  	Marion, IN	  	ARGONAUT HOLDINGS, INC.
				
	55.	  	 Former Woburn Dealership
  
 399 Washington Street, Woburn
	  	Middlesex, MA	  	ARGONAUT HOLDINGS, INC.
				
	56.	  	 Grand Blanc SPO Headquarters
  
 6200 Grande Pointe Drive, Grand Blanc
	  	Genesee, MI	  	GENERAL MOTORS LLC
				
	57.	  	 SPO Lansing (Lansing PDC Vacant Land)
  
 4400 W. Mount Hope Road, Lansing
	  	Ingham, MI	  	GENERAL MOTORS LLC
				
	58.	  	 Michael Chevrolet Dealership
  
 29425 23 Mile Road, Chesterfield Township
	  	Macomb, MI	  	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
  
 37901 Grand River Ave., Farmington Hills
	  	Oakland, MI	  	ARGONAUT HOLDINGS, INC.
				
	60.	  	 Ypsilanti Vehicle Center
  
 2901 Tyler Road, Ypsilanti
	  	Washtenaw, MI	  	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)
  
 50000 Ecorse Road,
Belleville
	  	Wayne, MI	  	GENERAL MOTORS LLC
				
	63.	  	 Englewood Cliffs Dealership
  
 374 Sylvan Ave. (Route 9W), Englewood Cliffs
	  	Bergen, NJ	  	ARGONAUT HOLDINGS, INC.
				
	64.	  	 Lawrenceville Dealerships (2)
  
 100 & 200 Renaissance Blvd., Lawrenceville
	  	Mercer, NJ	  	ARGONAUT HOLDINGS, INC.
				
	65.	  	 Former Lawrenceville Dealership
  
 500 Renaissance Blvd., Lawrenceville
	  	Mercer, NJ	  	ARGONAUT HOLDINGS, INC.
				
	66.	  	 Syracuse Dealership
  
 716 W. Genesee Street, Syracuse
	  	Onondaga, NY	  	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
  
 615 Broadway Drive, Kings Mountain
	  	Cleveland, NC	  	ARGONAUT HOLDINGS, INC.
				
	68.	  	 Kennett Square Dealership
  
 634 W. State Street, Kennett Square
	  	Chester, PA	  	ARGONAUT HOLDINGS, INC.
				
	69.	  	 Simpsonville Dealership
  
 3431 N. Industrial Drive,
 Simpsonville
	  	Greenville, SC	  	ARGONAUT HOLDINGS, INC.
				
	70.	  	 McMurray Dealership
  
 2939 Washington Road, McMurray
	  	Washington, PA	  	ARGONAUT HOLDINGS, INC.
				
	71.	  	 Irving Dealership
  
 200 E. Airport Freeway, Irving
	  	Dallas, TX	  	ARGONAUT HOLDINGS, INC.
				
	72.	  	 Dallas Dealership 3
  
 8008 Marvin D. Love Freeway, Dallas
	  	Dallas, TX	  	ARGONAUT HOLDINGS, INC.
				
	73.	  	 Houston Saturn Dealership 4
  
 11750 Old Katy Road, Houston
	  	Harris, TX	  	ARGONAUT HOLDINGS, INC.
				
	74.	  	 McAllen Dealership
  
 1301 E. Expressway 83, McAllen
	  	Hidalgo, TX	  	ARGONAUT HOLDINGS, INC.
				
	75.	  	 Detroit Dealership
  
 17677 Mack Ave., Detroit
	  	Wayne, MI	  	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. 12900 Appleton Ave., Menomonee Falls
	  	Waukesha, WI	  	ARGONAUT HOLDINGS, INC.
				
	77.	  	 Millender Center
  
 333 E. Jefferson Ave., Detroit
	  	Wayne, MI	  	RIVERFRONT HOLDINGS, INC.
				
	78.	  	 Grande Pointe Holdings Vacant Land (Outparcels)
  
 TBD
	  	Genesee, MI	  	GRANDE POINT HOLDINGS, INC.
				
	79.	  	 RenCen Land – West
  
 West of Randolph, Detroit
	  	Wayne, MI	  	RIVERFRONT HOLDINGS, INC.
				
	80.	  	 GM Powertrain Bedford
  
 105 GM Drive, Bedford
	  	Lawrence, IN	  	GENERAL MOTORS LLC
				
	81.	  	 GM MFD Marion
  
 2400 W. Second Street, Marion
	  	Grant, IN	  	GENERAL MOTORS LLC
				
	82.	  	 GM Assembly Fort Wayne
  
 12200 Lafayette Center Road, Roanoke
	  	Huntington, IN	  	GENERAL MOTORS LLC
				
	83.	  	 GM Powertrain Bay City
  
 1001 Woodside Ave., Bay City
  
 *  one parcel owned by REALM, Excluded Collateral
	  	Bay, MI	  	GENERAL MOTORS LLC
				
	84.	  	 GM Assembly Detroit Hamtramck
  
 2500 East Grand Blvd., Detroit
	  	Genesee., MI	  	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
  
 425 S. Stevenson Street, Flint
	  	Genesee, MI	  	GENERAL MOTORS LLC
				
	86.	  	 GM Assembly Flint
  
 G-3100 Van Slyke Road, Flint
	  	Genesee, MI	  	GENERAL MOTORS LLC
				
	87.	  	 Flint Processing Center (SPO)
  
 6060 Bristol Road, Swartz Creek
	  	Genesee, MI	  	GENERAL MOTORS LLC
				
	88.	  	 GM Assembly Orion
  
 4555 Giddings Road, Lake Orion
	  	Oakland, MI	  	GENERAL MOTORS LLC
				
	89.	  	 GM Assembly Lansing Delta Township
  
 8175 Millett Hwy, Lansing
	  	Ingham, MI	  	GENERAL MOTORS LLC
				
	90.	  	 GM Assembly Lansing Grand River
  
 920 Townsend Ave., Lansing
	  	Ingham, MI	  	GENERAL MOTORS LLC
				
	91.	  	 GM MFD Lansing Regional Stamping
  
 8175 Millett Hwy (2800 W. Saginaw Street), Lansing
	  	Ingham, MI	  	GENERAL MOTORS LLC
				
	92.	  	 GM Powertrain Warren Transmission
  
 23500 Mound Road, Warren
	  	Macomb, MI	  	GENERAL MOTORS LLC
				
	93.	  	 GM Assembly Wentzville
  
 1500-1 E Route A, Wentzville
	  	St. Charles, MO	  	GENERAL MOTORS LLC
				
	94.	  	 GM Powertrain Tonawanda
  
 2995 River Road, Buffalo
 *  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
  
 2525 E. Abram Street, Arlington
	  	Tarrant, TX	  	GENERAL MOTORS LLC
				
	96.	  	 GM Assembly Janesville
  
 1000 General Motors Drive, Janesville
	  	Rock, WI	  	GENERAL MOTORS LLC
				
	97.	  	 GM MFD Flint
  
 2238 W. Bristol Road, Flint
	  	Genesee, MI	  	GENERAL MOTORS LLC
				
	98.	  	 GM Powertrain Flint Engine South
  
 2100 Bristol Road, Flint
	  	Genesee, MI	  	GENERAL MOTORS LLC
				
	99.	  	 GM Powertrain Defiance
  
 26427 State Road, Defiance
	  	Defiance, OH	  	GENERAL MOTORS LLC
				
	100.	  	 Colma Saturn Dealership
  
 707-711 Serramonte Blvd., Colma
	  	San Mateo, CA	  	ARGONAUT HOLDINGS, INC.
				
	101.	  	 Doraville Building
  
 3900 Motors Industrial Way, Doraville
	  	DeKalb, GA	  	GENERAL MOTORS LLC
				
	102.	  	 Tower 500/600
  
 500 & 600 Renaissance Center, Detroit
	  	Wayne, MI	  	RIVERFRONT HOLDINGS PHASE II, INC.
				
	103.	  	Vacant Lot on Labadie Road	  	Oakland, MI	  	GENERAL MOTORS LLC
				
	104.	  	Stamping – Wentzville	  	St. Charles, 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.	  	2100 S.W. Burlingame	  	Wyoming, MI	  	GM Components Holdings, LLC
				
	107.	  	1800 East Lincoln	  	Kokomo, IN	  	GM Components Holdings, LLC
				
	108.	  	200 Upper Mountain Road	  	Lockport, NY	  	GM Components Holdings, LLC
				
	109.	  	891 and 1000 Lexington Avenue	  	Rochester, NY	  	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.	  	GM LAAM 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 
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 Schedule 3.10 
 Chief Executive Office and Chief Operating Office 
  

			
	 Name
	 	 Main Office Address

	Borrower
	General Motors Holdings LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

	
	Guarantors
		
	Annunciata Corporation	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	Argonaut Holdings, Inc.	 	 c/o Worldwide Real Estate
 200 Renaissance Center
 Detroit, MI
48265

		
	General Motors Asia Pacific Holdings, LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	General Motors Asia, Inc.	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	General Motors International Holdings, Inc.	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	General Motors LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	General Motors Overseas Corporation	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	General Motors Overseas Distribution Corporation	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	General Motors Product Services, Inc.	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	General Motors Research Corporation	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM APO Holdings, LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM Components Holdings, LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM Eurometals, Inc.	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM Finance Co. Holdings LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM GEFS L.P.	 	 3895 Warren Way
 Reno, NV 89509

		
	GM Global Steering Holdings, LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM Global Technology Operations, Inc.	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM Global Tooling Company, Inc.	 	 30001 Van Dyke
 Warren, MI 48090










 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 
 CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT 
  



			
	 Name
	 	 Main Office Address

	GM LAAM Holdings, LLC	 	 Huntington Centre I
 2901 S.W. 149th Avenue
 Suite 400
 Miramar, FL 33027

		
	GM Preferred Finance Co. Holdings LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM Subsystems Manufacturing, LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM Technologies, LLC	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GM-DI Leasing Corporation	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	GMOC Administrative Services Corporation	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	Grand Pointe Holdings, Inc.	 	 300 Renaissance Center
 Detroit, MI 48265-3000

		
	OnStar, LLC	 	 OnStar Corporation
 400 Renaissance Center
 P.O. Box 400
 Detroit, MI 48265-4000

		
	Riverfront Holdings, Inc.	 	 c/o Worldwide Real Estate
 200 Renaissance Center
 Detroit, MI
48265

		
	Riverfront Holdings Phase II, Inc.	 	 300 Renaissance Center
 Detroit, MI 48265-3000










 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
	Warren 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%
					
	 GM LAAM 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	  	 GM LAAM Holdings, LLC
  
 General Motors
 Overseas Distribution Corporation
	  	90%  
 10%

					
	 General Motors Argentina S.r.l.
	  		  	Argentina	  	 General Motors Chile Industria Automotriz Limitada
  
 GM LAAM 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%
					
	 GM Holden Ltd.
	  		  	Australia	  	 General Motors
 Australia Ltd.
	  	100%
					
	 General Motors Holden Sales Pty. Limited
	  		  	Australia	  	GM Holden Ltd.	  	100%
					
	 Salmon Street Ltd.
	  		  	Australia	  	 GM Holden 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.
  
 Da Silveira Pinheiro
 Neto, Jose Carlos
	  	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	  	 GM LAAM Holdings, LLC
  
 Ardila Jaime; Da Silveira Pinheiro Neto, Jose Carlos; Mariani, Sandra (1 share each)
	  	99.999%  
 0.001%

					
	 GM Factoring Sociedade de Fomento Comercial Ltda.
	  		  	Brazil	  	 General Motors do Brasil Ltda.
  
 Mariani, Sandra
	  	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
 Santiago Limitada
  
 GM LAAM Holdings, LLC
	  	99.9%  
 0.1%

					
	 GM Inversiones Santiago Limitada
	  		  	Chile	  	 GM LAAM 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	  	 GM LAAM Holdings, LLC
  
 Suzuki
  
 Itochu
  
 Local Shareholders
	  	 92.53%
  
 2.29%
  
 1.58%
  
 3.80%

					
	 General Motors del Ecuador S.A.
	  		  	Ecuador	  	 GM LAAM 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	  	 GM LAAM 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.
  
 Avendano Ricardo
  
 Chipper Investments L.L.C.
  
 Minda 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
  
 GM Holden
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  
 GM Holden Ltd.
	  	79%  
  
  
 21%

					
	 General Motors Israel Ltd.
	  		  	Israel	  	GM LAAM Holdings, LLC	  	100%
					
	 GM-UMI Technology Research and Development Ltd.
	  		  	Israel	  	GM LAAM 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 Polanco, S.A. 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 R.L. 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 R.L. de C.V.
	  	99.9999%  
  
  
  
  
 0.0001%

					
	 General Motors de Mexico, S. de R.L. de C.V.
	  		  	Mexico	  	Controladora General
Motors, S.A. de C.V.  
 Sistemas para
Automotores de México,
S. de R.L. 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 R.L. de C.V.
	  	99.999%  
  
  
 0.001%

					
	 Sistemas para Automotores de Mexico, S. de R.L. de C.V.
	  		  	Mexico	  	Controladora General
Motors, S.A. de C.V.  
 General Motors de
México, S. de R.L. 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 Santiago 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  
 Francis M. Burdett
  
 Stephen K. Carlisle
  
 Loreto C. Cruz
  
 Teodoro D. Regala
  
 Stephen Nicholas 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	  	GM LAAM 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-Chou Chu
  
 Arne Engel
  
 Terence B. Johnsson
  
 Bright Lin
  
 Jerry Lin
  
 Barbara A. Lister-Tait
	  	99.9999%  
 0.00000012%
  
 0.00000012%
  
 0.00000012%
  
 0.00000012%
  
 0.00000012%
  
 0.00000012%

					
	 Tai Jin 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
  
 Stephen K. Carlisle
  
 Kenneth Joseph Cavanaugh
  
 Raymundo Garza
  
 Somnuek
Ngamtrakulchol
  
 Stephen Nicholas
Small
  
 Antonio Pantaleon 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.  
 Stephen K. Carlisle
  
 Kenneth Joseph Cavanaugh
  
 Raymundo Garza
  
 Somnuek Ngamtrakulchol
  
 Stephen Nicholas Small
  
 Antonio Pantaleon 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
  
 Stephen K. Carlisle
  
 Kenneth Joseph Cavanaugh
  
 Raymundo Garza
  
 Gerry L.
Hargrove
  
 Stephen Nicholas Small

  
 Antonio Pantaleon Aguila 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.  
 Stephen K. Carlisle
  
 Kenneth Joseph Cavanaugh
  
 Raymundo Garza
  
 Somnuek Ngamtrakulchol
  
 Stephen Nicholas Small
  
 Antonio Pantaleon 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	  	GM LAAM Holdings, LLC	  	100%
					
	 Sustemas de Compra Programada Chevrolet, C.A.
	  		  	Venesuela	  	GM LAAM Holdings, LLC	  	100%
					
	 General Motors Venezolana, C.A.
	  		  	Venezuela	  	GM LAAM Holdings, LLC	  	100%









 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 
 CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT 
  


 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 
 CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT 
  



							
	 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
				
	 GM LAAM 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









 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 
 CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT 
  


 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 
 ***