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. 

  
 -2-









  
 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 

  
 -3-









 
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. 

  
 -4-









  
 (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 

  
 -5-









 
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.”. 

  
 -6-









  
 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 

  
 -7-









 
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; 

  
 -8-









  
 (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. 

  
 -9-









  
 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); 

  
 -10-









  
 (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


  
 -11-









 
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 

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 

  
 Schedule 3.10

 Chief Executive Office and Chief Operating Office 

 

			
	 Name
	 	 Main Office Address

	Borrower
	General Motors Holdings LLC	 	 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 Company Pursuant to the Freedom of Information Act, the Access 
 to Information Act
and the Freedom of Information and Protection of Privacy Act, respectively. 
 Execution Version 

Schedule 3.15 
  

																	
	 Name of Entity
	  	 Jurisdiction of

Organization
	  	 Direct Owner
	  	Percentage
Owned	 	 	Number and
Class of
Shares
Issued and
Outstanding	 	  	Number and
Class of
Shares
Authorized	 
				
	 Foreign Subsidiaries
	  				 				  			
						
	Chevrolet Sociedad Anónima de Ahorro para Fines Determinados	  	Argentina	  	GM LAAM Holdings, LLC	  	 	90	% 	 	 	16,536,060 Shares	  	  	 	N/A	  
	  		  	  
 General Motors Overseas Distribution Corporation
	  	  
  
	  
 10
	  
 % 
	 	  
  
	  
 1,837,340 Shares
	  
   
	  			
	General Motors Argentina S.r.l.	  	Argentina	  	 General Motors Chile Industria Automotriz Limitada
	  	 	94.99	% 	 	 
 	322,660,479
Class A Shares	  
  	  	 	N/A	  
	  		  	  
 GM LAAM Holdings, LLC
	  	 	4.61	% 	 	  
  
 
	  
 1,271,828 Class B
Shares
	  
   
  
	  			
	Sarmiento 1113 S.A. en Liquidacion	  	Argentina	  	 General Motors de Argentina S.R.L.
  

General Motors Overseas Corporation
	  	 	95	% 	 	 
 	4,939,550,033
Shares	  
  	  	 	N/A	  
	  		  	  	 	5	% 	 				  			
	General Motors Australia Ltd.	  	Australia	  	General Motors Overseas Corporation	  	 	100	% 	 	 
  
	Ordinary Shares:
 212,078,511
	  
   
	  	 
 	Ordinary Shares:
212,078,511	  
 
	  		  	  
 General Motors of Canada Limited
	  	  
  
	  
 100
	  
 % 
	 	  
  
 
 
	  
 Redeemable
Preference Shares:
18,724,200
	  
   
  
 
	  	  
  
 
 
	  
 Redeemable
Preference Shares:
18,724,200
	  

  
  
 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	General Motors Investments Pty. Ltd.	  	Australia	  	General Motors Australia Ltd.	  	 	100	% 	 	 
 	Ordinary Shares:
66,441,729	  
 	  	 
 	Ordinary Shares:
66,441,729	  
 
	GM Holden Ltd.	  	Australia	  	General Motors Australia Ltd.	  	 	100	% 	 	 
 	Stock:
430,571,911	  
 	  	 
 	Stock:
430,571,911	  
 
	General Motors Holden Sales Pty. Limited	  	Australia	  	GM Holden Ltd.	  	 	100	% 	 	 	Stock: 18,110,000	 	  	 
  
	Stock:
 18,110,000
	  
  

	Holden Employees Superannuation Fund Pty. Ltd.	  	Australia	  	GM Holden Ltd.	  	 	100	% 	 	 	Ordinary Shares: 2	  	  	 	Ordinary Shares: 2	  
	Rhodes Automotive Manufacturing Pty Ltd	  	Australia	  	Rhodes Holding II S.a.r.l.	  	 	100	% 	 	 	Ordinary Share: 1	  	  	 	Ordinary Share: 1	  
	Salmon Street Ltd (in liquidation)	  	Australia	  	GM Holden Limited	  	 	80	% 	 	 
 	Ordinary Shares:
40	  
  	  	 
 	Ordinary Shares:
40	  
  
	  		  	  
 General Motors Holden Sales Pty Limited
	  	  
  
	  
 20
	  
 % 
	 				  			
	General Motors Austria GmbH	  	Austria	  	General Motors Europe Holdings S.L.	  	 	100	% 	 				  			
	General Motors Powertrain-Austria GmbH	  	Austria	  	General Motors Europe Holdings S.L.	  	 	99.9	% 	 				  			
	  		  	  
 General Motors Automotive UK Limited
	  	  
  
	  
 0.1
	  
 % 
	 				  			
						
	General Motors Belgium N.V.	  	Belgium	  	General Motors Europe Holdings S.L.	  	 	99.99	% 	 				  			
	  		  	  
 Adam Opel GmbH
	  	  
  
	  
 1 share
	  
   
	 				  			
						
	General Motors Coordination Center BVBA	  	Belgium	  	GM Overseas Funding LLC	  	 	99.99	% 	 				  			
		  		  	  
 General Motors Overseas Distribution Corporation
	  	  
  
	  
 0.01
	  
 % 
	 				  			


  
 2 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	General Motors Investment Services Company N.V.	  	Belgium	  	General Motors
Company	  	 
	99.9
	% 
	 	N-A – in
liquidation	  	N-A – in
liquidation
	  		  	  
 General
Motors
Overseas
Distribution
Corporation
	  	  
  
	  
 0.1
	  
 % 
	 		  	
	GM Automotive Services Belgium NV	  	Belgium	  	Adam Opel GmbH
	  	 
	99.9
	% 
	 		  	
	  		  	  
 General Motors
Belgium N.V.
	  	  
  
	  
 1 share
	  
   
	 		  	
	General International Insurance Services Limited	  	Bermuda	  	General
International
Limited	  	 	100	% 	 	12,000 Shares	  	N/A
	General International Limited	  	Bermuda	  	General Motors
Company	  	 	100	% 	 	50,000,000 Shares	  	N/A
	Funcap-Comercio e Administracao de Bens Moveis e Valores Ltda.	  	Brazil	  	General Motors do
Brasil Ltda.	  	 	99.9	% 	 	999 Shares	  	N/A
	General Motors do Brasil Ltda.	  	Brazil	  	GM LAAM
Holdings, LLC	  	 	99.999	% 	 	254,733,569 Shares	  	N/A
	GM Factoring Sociedade de Fomento Comercial Ltda.	  	Brazil	  	General Motors do
Brasil Ltda.	  	 	99.9	% 	 	999 Shares	  	N/A
	Saginaw Industria e Comercio de Auto Pecas Ltda.	  	Brazil	  	Rhodes Holding II,
S.a.r.l.	  	 	100	% 	 		  	
	2035208 Ontario Inc.	  	Canada	  	General Motors of
Canada Limited	  	 	100	% 	 	1 Common Share	  	Unlimited
	2140879 Ontario Inc.	  	Canada	  	General Motors of
Canada Limited	  	 	100	% 	 	1 Common Share	  	Unlimited
	3072352 Nova Scotia Company	  	Canada	  	General Motors of
Canada Limited	  	 	100	% 	 	100 Common
Shares	  	100,000,000
Common Shares
	3183795 Nova Scotia ULC	  	Canada	  	General Motors of
Canada Limited	  	 
	75
	% 
	 	1,333,666 Common
Shares	  	100,000,000
Common Shares
		  		  	  
 General Motors
Nova Scotia
Investments Ltd.
	  	  
  
	  
 25
	  
 % 
	 		  	


  
 3 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  


													
	3535673 Canada Inc.	  	Canada	  	General Motors of Canada Limited	  	 	100	% 	 		  	
	4259891 Canada Ltd dba HMP on the Mountains	  	Canada	  	General Motors of Canada Limited	  	 	50	% 	 		  	
	4501101 Canada, Inc.	  	Canada	  	General Motors of Canada Limited	  	 	100	% 	 		  	
	6153933 Canada Ltd. (dba Plaza Chevrolet Pontiac Buick GMC in Campbellton, NB)	  	Canada	  	General Motors of Canada Limited	  	 	58.2	% 	 		  	
	Bill Osborne Chevrolet Ltd.	  	Canada	  	General Motors of Canada Limited	  	 	65	% 	 		  	
	CAMI	  	Canada	  	General Motors of Canada Limited	  	 	51	% 	 	Class 3 shares
issued to General
Motors of Canada
Limited 75,001
shares  

Class 5 shares
issued to General
Motors of Canada
Limited 40,237.358
shares

 
 Class 6 shares
issued to General
Motors of
Canada
Limited
605,338.0574
shares
	  	Unlimited


  
 4 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  


																	
	Carrefour 440 Chevrolet Pontiac Buick GMC	  	Canada	  	General Motors of Canada Limited	  	 	64.3	% 	 				  			
	Fugère Pontiac Buick Inc.	  	Canada	  	General Motors of Canada Limited	  	 	63.5	% 	 				  			
	General Motors Nova Scotia Investments Ltd.	  	Canada	  	General Motors Company	  	 	100	% 	 	 	797,389,636 Shares	  	  	 
 	100,000,000,000
Shares	  
  
						
	General Motors of Canada Limited	  	Canada	  	General Motors Company	  	 	100	% 	 	 
 	705,246 Common
Shares	  
  	  	 
   
  
 
	Unlimited
Common Shares  
 Unlimited Class R
Shares
	  
    
   
  

						
	GM GEFS HOLDINGS (CHC4) ULC	  	Canada	  	General Motors Company	  	 	66.6	% 	 	 
 	1 Class A Common
Share 	  
  	  	 
 
	10,000,000 Class A
Common Shares
	  
  

		  		  		  				 	 	1 Class B	  	  			
		  		  		  				 	 	Common Share	  	  	 
 	10,000,000 Class B
Common Shares	  
  
		  		  		  				 				  	  
  
 
	  
 10,000,000
Preferred Shares
	  
   
  

	GM GEFS HOLDINGS CANADA ULC	  	Canada	  	General Motors Company	  	 	100	% 	 	 
 	1 Class A Common
Share	  
  	  	 
 
  
 

 
 
	10,000,000 Class A
Common Shares
 10,000,000 Class B
Common
Shares
 10,000,000
Preferred Shares
	  
  

  
  

  
  

	GMCH&SP Private Equity II L.P.	  	Canada	  	2140879 Ontario Inc.	  	 	100	% 	 	 	N/A	  	  	 	N/A	  
	GMCH&SP Private Equity L.P.	  	Canada	  	2035208 Ontario Inc.	  	 	100	% 	 	 	N/A	  	  	 	N/A	  


  
 5 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  


																	
	Scott Drummond Motors Ltd.	  	Canada	  	General Motors of Canada Limited	  	 	72.5	% 	 				 			
	Fiducie Carrefour 440	  	Canada	  	General Motors of Canada Limited	  	 	tbd	% 	 				 			
	1908 Holdings Ltd.	  	Cayman Islands	  	General Motors of Canada Limited	  	 	100	% 	 	 	2,706 Shares	  	 	 	N/A	  
	Auto Lease Finance Corporation	  	Cayman Islands	  	General Motors Company	  	 	100	% 	 	 
 	100 Ordinary
Shares	  
  	 	 	N/A	  
						
	GM International Sales Ltd.	  	Cayman Islands	  	General Motors Overseas Distribution Corporation	  	 	100	% 	 	 	56,950 Shares	  	 	 	N/A	  
	Parkwood Holdings Ltd.	  	Cayman Islands	  	1908 Holdings Ltd.	  	 	100	% 	 				 			
						
	General Motors Chile Industria Automotriz Limitada	  	Chile	  	 GM Inversiones Santiago Limitada
	  	 
	99.9
	% 
	 	 
 	N/A
(uncertificated)	  
  	 	 	N/A	  
		  		  	  
 GM LAAM Holdings, LLC
	  	  
  
	  
 0.1
	  
 % 
	 				 			
	GM Inversiones Santiago Limitada	  	Chile	  	 GM LAAM Holdings, LLC
	  	 
	99.99
	% 
	 	 
 	N/A
(uncertificated)	  
  	 	 	N/A	  
		  		  	  
 General Motors Chile Industria Automotriz Limitada
	  	  
  
	  
 0.01
	  
 % 
	 				 			
	Delphi Saginaw Lingyun Drive Shaft Co. Ltd	  	China	  	Steering Holding Pte. Ltd.	  	 	60	% 	 	 	N/A	  	 	 	N/A	  
	General Motors (China) Investment Company Limited	  	China	  	General Motors China, Inc.	  	 	100	% 	 	 	N/A	  	 	 	N/A	  
	General Motors Warehousing and Trading (Shanghai) Co. Ltd.	  	China	  	General Motors China, Inc.	  	 	100	% 	 	 	N/A	  	 	 	N/A	  
	Saginaw Lingyun Drive Shaft (Wuhu) Co. Ltd	  	China	  	Steering Holding Pte. Ltd.	  	 	60	% 	 	 	N/A	  	 	 	N/A	  


  
 6 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  


													
	Saginaw Steering (Suzhou) Co. Ltd.	  	China	  	Steering Holding Pte. Ltd.	  	 	100	% 	 	N/A	  	N/A
						
	General Motors Isuzu Camiones (Colombia)	  	Colombia	  	GM LAAM Holdings, LLC	  	 	50	% 	 	150,000 Shares	  	N/A
	General Motors - Colmotores S.A.	  	Colombia	  	GM LAAM Holdings, LLC	  	 	92.33	% 	 	19,576,039
Common Shares	  	55,950,112
Common Shares
		  		  		  				 	  
 7,606,741 Preferred
1a Shares
	  	  
 11,011,621
Preferred Shares

		  		  		  				 	  
 262,209 Preferred
2a Shares
	  	
	General Motors del Ecuador S.A.	  	Ecuador	  	 GM LAAM Holdings, LLC
	  	 
	99.9
	% 
	 	94,603,122
Ordinary Shares	  	N/A
		  		  	  
 General Motors Overseas Distribution Corporation
	  	  
  
	  
 0.1
	  
 % 
	 		  	
	General Motors Isuzu Camiones Ecuador	  	Ecuador	  	GM LAAM Holdings, LLC	  	 	50	% 	 	50,000 Shares	  	N/A
	Holdcorp S.A.	  	Ecuador	  	 Omnibus BB Transportes, S.A.
	  	 
	99.999
	% 
	 	100,000 Shares	  	N/A
		  		  	  
 General Motors del Ecuador S.A.
	  	  
  
	  
 0.001
	  
 % 
	 		  	


  
 7 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  


																	
	Omnibus BB Transportes, S.A.	  	Ecuador	  	 GM LAAM Holdings, LLC
	  	 
	40.085
	% 
	 	 	63,930,210 Shares	  	  	 	N/A	  
		  		  	  
 General Motors del Ecuador S.A.
	  	  
  
	  
 11.087
	  
 % 
	 				  			
	Elasto S.A.	  	Ecuador	  	 Ómnibus BB Transportes S.A.
  
	  	 
	56
	% 
	 	 	2,276,721 Shares	  	  	 	N/A	  
		  		  	General Motors del Ecuador S.A.	  	 	15.2	% 	 				  			
	General Motors Finland Oy	  	Finland	  	General Motors Europe Holdings S.L.	  	 	100	% 	 				  			
	General Motors France S.A.S.	  	France	  	General Motors Europe Holdings S.L.	  	 	100	% 	 				  			
						
	Rhodes France I SAS	  	France	  	Rhodes Holding II, S.a.r.l.	  	 	100	% 	 				  			
	Ile de France Automobiles S.A.S.	  	France	  	General Motors France S.A.	  	 	100	% 	 				  			
	Adam Opel GmbH	  	Germany	  	 General Motors Company
	  	 
	8.77
	% 
	 				  			
		  		  	  
 General Motors Europe Holdings S.L.
	  	  
  
	  
 16.81
	  
 % 
	 				  			
		  		  	  
 General Motors Automotive Holdings S.L.
	  	  
  
	  
 9.42
	  
 % 
	 				  			
	ATK Automotive Technology Kaiserslautern GmbH	  	Germany	  	Adam Opel GmbH	  	 	100	% 	 				  			
	Autohaus SAAB GmbH	  	Germany	  	SAAB Deutschland GmbH	  	 	100	% 	 				  			


  
 8 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  


													
	Carus Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Kuno 65 KG	  	Germany	  	Adam Opel GmbH	  	 	94	% 	 		  	
	Carus Grundstücks-Vermietungsgesellschaft mbH & Co. Objekt Leo 40 KG	  	Germany	  	Adam Opel GmbH	  	 	94	% 	 		  	
	General Motors Powertrain - Germany GmbH	  	Germany	  	Adam Opel GmbH	  	 	100	% 	 		  	
	General Motors Powertrain - Kaiserslautern Germany GmbH	  	Germany	  	Adam Opel GmbH	  	 	100	% 	 		  	
	GM Auslandsprojekte GmbH	  	Germany	  	General Motors Company	  	 	100	% 	 		  	
						
	GM Europe GmbH	  	Germany	  	Adam Opel GmbH	  	 	100	% 	 		  	
						
	Opel Eisenach GmbH	  	Germany	  	Adam Opel GmbH	  	 	100	% 	 		  	
						
	Opel Live GmbH	  	Germany	  	Adam Opel GmbH	  	 	100	% 	 		  	
						
	Opel Special Vehicles GmbH	  	Germany	  	Adam Opel GmbH	  	 	100	% 	 		  	
						
	Opel Wohnbau GmbH	  	Germany	  	 GM Europe GmbH
  

Adam Opel GmbH
	  	   

 
	94  
 5
	%   
 % 
	 		  	
	Rhodes Germany GmbH	  	Germany	  	Rhodes Holding II, S.a.r.l.	  	 	100	% 	 		  	
	SAAB Deutschland GmbH	  	Germany	  	SAAB Automobile A.B.	  	 	100	% 	 		  	
	General Motors Hellas S.A.	  	Greece	  	General Motors Europe Holdings S.L.	  	 	100	% 	 		  	
	General Motors (Hong Kong) Company Limited	  	Hong Kong	  	General Motors China, Inc.	  	 	100	% 	 	N/A	  	N/A
	General Motors Powertrain - Hungary Ltd.	  	Hungary	  	General Motors Powertrain Holding B.V.	  	 	100	% 	 		  	


  
 9 









 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  


													
	General Motors Southeast Europe Ltd.	  	Hungary	  	General Motors Europe Holdings S.L.	  	 	100	% 	 		  	
						
	Chevrolet Sales India Private Ltd.	  	India	  	 General Motors Overseas Distribution Corporation
	  	 
	99.99
	% 
	 	Ordinary Shares:
Issued 26,696,246	  	Ordinary Shares:
Authorized
30,000,000
		  		  	General Motors International Holdings, Inc.	  	 	0.01	% 	 		  	


  
 10 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	General Motors India Private Limited	  	India	  	 General Motors Asia Pacific Holdings, LLC
  

GM Holden Ltd.
	  	   
  

 
	99.61%  
  

0.39%
	    
  

  
	  	Equity Shares:
2,243,430,720  
 Class “A” Equity
Shares: 9,365,000
  
 Cumulative
Redeemable
Preference Shares
of Rs. 1000 each :
500,000
  
 Cumulative
Redeemable
Preference Shares
of Rs. 10 each:
24,185,000
	  	Equity Shares:
3,169,488,594  
 Class “A” Equity
Shares: 9,365,000
  
 Unclassified
Shares: 3,302,906
  
 Redeemable
Preference Shares:
2,800,000
  
 Cumulative
Redeemable
Preference Shares
Rs. 1000 each:
500,000

Redeemable
Preference Shares:
20,000,000

Cumulative
Redeemable
Preference Shares
Rs. 10
each: 39,843,500



  
 11 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Rhodes India Automotive Private Ltd	  	India	  	 Rhodes Holding II, S.a.r.l.
	  	 
	98%
	  
	  	Ordinary Shares:
Issued 10,000	  	Ordinary Shares:
Authorized 10,000
		  		  	Rhodes Holding I, S.a.r.l.	  	 	2%	  	  		  	
	P.T. G M AutoWorld Indonesia	  	Indonesia	  	P.T. General Motors Indonesia	  	 	99.9996%	  	  	Common Stock:
 Issued: 240,750
	  	Common Stock:
 Authorized:
240,750

	P.T. General Motors Indonesia	  	Indonesia	  	 General Motors Asia Pacific Holdings, LLC
  

GM Holden Ltd.
	  	   

 
	79%  
 21%
	    
   
	  	“A” Stock: Issued
28,000,
outstanding: N/A  

“B” Stock: issued
90,000,
outstanding: N/A
  

“C” Stock: Issued
20,000,
outstanding: N/A
  

“D” Stock: Issued
15,000,
outstanding: N/A
  

“E” Stock: Issued
40,700,
outstanding: N/A
	  	“A” Stock:
Authorized 28,000  
 “B” Stock:
Authorized 90,000
  
 “C” Stock:
Authorized 20,000
  
 “D” Stock:
Authorized 15,000
  
 “E” Stock:
Authorized 40,700,



  
 12 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	General Motors Ireland	  	Ireland	  	General Motors Europe Holdings S.L.	  	 	100	% 	 		  	
						
	General Motors Israel Ltd.	  	Israel	  	GM LAAM Holdings, LLC	  	 	100	% 	 	100 Shares	  	N/A
	GM-UMI Technology Research and Development Ltd.	  	Israel	  	GM LAAM Holdings, LLC	  	 	51	% 	 	1,020 Shares	  	2,000 Shares
						
	Aftermarket Italia S.r.l.	  	Italy	  	 General Motors Italia S.r.l.
  

General Motors Europe Holdings S.L.
	  	   

 
	99  
 1
	%   
 % 
	 		  	
	General Motors Italia S.r.l.	  	Italy	  	 General Motors Europe Holdings S.L.
  

General Motors Overseas Distribution Corporation
	  	   

 
	99.9  
 0.1
	%   
 % 
	 		  	
						
	General Motors Powertrain - Europe S.r.l.	  	Italy	  	General Motors Italia S.r.l.	  	 	100	% 	 		  	
	Rhodes Italy Srl	  	Italy	  	Rhodes Holding II, S.r.l.	  	 	100	% 	 		  	
	VM Motori S.p.A.	  	Italy	  	VM Holdings B.V.	  	 	100	% 	 		  	
	General Motors Asia Pacific (Japan) Limited	  	Japan	  	General Motors Company	  	 	100	% 	 	N/A	  	N/A
						
	GM AutoWorld Yugen Kaisha	  	Japan	  	General Motors Company	  	 	100	% 	 	N/A	  	N/A
	GMI Diesel Engineering Limited K.K.	  	Japan	  	General Motors Company	  	 	60	% 	 	N/A	  	N/A


  
 13 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Rhodes Japan LLC	  	Japan	  	Rhodes Holding II, S.r.l.	  	 	100%	  	  	N/A	  	N/A
						
	General Motors East Africa Limited	  	Kenya	  	General Motors Asia Pacific Holdings, LLC	  	 	57.7%	  	  	726,750 Class A
Shares  
 698,250 Class B
Shares
	  	726,750 Class A
Shares  
 1,698,250 Class B
Shares
  

72,675 Class C
Shares
  
 69,825 Class D
Shares

	Automotive Steering Korea Limited	  	Korea	  	Rhodes Holding II, S.r.l.	  	 	100%	  	  	N/A	  	N/A
						
	GM AutoWorld Korea Co. Ltd.	  	Korea	  	General Motors Asia, Inc.	  	 	100%	  	  	5,000 Shares	  	5,000 Shares
	GM Korea Co., Ltd.	  	Korea	  	General Motors Korea, Inc.	  	 	100%	  	  	Stock: 613,027	  	Stock: 613,027
	Rhodes Holding I S.a.r.l.	  	Luxembourg	  	GM Global Steering Holdings LLC	  	 	100%	  	  		  	
	Rhodes Holding II S.a.r.l.	  	Luxembourg	  	Rhodes Holding I, S.a.r.l.	  	 	100%	  	  		  	


  
 14 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Cadillac Polanco, S.A. de C.V.	  	Mexico	  	 Controladora ACDelco S.A. de C.V.
	  	 
	99.9999%
	  
	  	420,888 Shares	  	N/A
		  		  	  
 Controladora General Motors, S.A. de C.V.
	  	  
  
	  
 0.0001%
	  
   
	  		  	
	Controladora ACDelco S.A. de C.V.	  	Mexico	  	 Controladora General Motors, S.A. de C.V.
	  	 
	99.9999%
	  
	  	95,529,320 Shares	  	N/A
		  		  	  
 General Motors de México, S. de R.L. de C.V.
	  	  
  
	  
 0.0001%
	  
   
	  		  	
	Controladora General Motors, S.A. de C.V.	  	Mexico	  	 General Motors Overseas Distribution Corporation
	  	 
	99.9999%
	  
	  	371,421,971 Shares	  	N/A
		  		  	  
 Sistemas para Automotores de México, S. de R.L. de
C.V.
	  	  
  
	  
 0.0001%
	  
   
	  		  	
	General Motors de México, S. de R.L. de C.V.	  	Mexico	  	 Controladora General Motors, S.A. de C.V.
	  	 
	99.9999%
	  
	  	122,034,719 Shares	  	N/A
						
		  		  	 Sistemas para Automotores de México, S. de R.L. de C.V.
	  	 	0.0001%	  	  		  	
	GMAC Holding S.A. de C.V.	  	Mexico	  	 Controladora General Motors, S.A. de C.V.
	  	 
	99.999%
	  
	  	1,999,988 Shares	  	N/A
		  		  	  
 Sistemas para Automotores de México, S. de R.L. de
C.V.
	  	  
  
	  
 0.001%
	  
   
	  		  	


  
 15 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Sistemas para Automotores de México, S. de R.L. de C.V.	  	Mexico	  	 Controladora General Motors, S.A. de C.V.
	  	 
	99.86
	% 
	 	1,488 Shares	  	N/A
		  		  	  
 General Motors de México, S. de R.L. de C.V.
	  	  
  
	  
 0.14
	  
 % 
	 		  	
	Steeringmex, S de RL de CV	  	Mexico	  	 Rhodes I, LLC
  

Rhodes II, LLC
	  	   

 
	50  
 50
	%   
 % 
	 		  	
	EMWE B.V.	  	Netherlands	  	General Motors Europe Holdings S.L.	  	 	75	% 	 		  	
						
	Fidass II B.V.	  	Netherlands	  	Rhodes Holding II S.a.r.l.	  	 	100	% 	 		  	
						
	General Motors Nederland B.V.	  	Netherlands	  	General Motors Europe Holdings S.L.	  	 	100	% 	 		  	
						
	GM Powertrain Holding B.V.	  	Netherlands	  	General Motors Europe Holdings S.L.	  	 	100	% 	 		  	
						
	ISPOL Holding B.V.	  	Netherlands	  	General Motors Europe Holdings S.L.	  	 	60	% 	 		  	
						
	Rhodes Holding Netherlands BV	  	Netherlands	  	Rhodes Holding II, S.a.r.l.	  	 	100	% 	 		  	
						
	VM Holdings B.V.	  	Netherlands	  	General Motors Automotive Holdings S.L.	  	 	50	% 	 		  	
	General Motors New Zealand Pensions Limited	  	New Zealand	  	Holden New Zealand Limited	  	 	100	% 	 	Ordinary Shares:
100	  	Ordinary Shares:
100
	Holden New Zealand Limited	  	New Zealand	  	General Motors Company	  	 	100	% 	 	250,000 Shares	  	250,000 Shares


  
 16 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	General Motors Norge AS	  	Norway	  	General Motors Europe Holdings S.L.	  	 	100	% 	 				  			
						
	General Motors Peru S.A.	  	Peru	  	General Motors Inversiones Santiago Ltda.	  	 	99.994	% 	 	 	50,081 Shares	  	  	 	N/A	  
						
		  		  	 General Motors Overseas Distribution Corporation
	  	 
	0.004
	% 
	 	 
	2 Shares
	  
	  			
						
		  		  	 General Motors Overseas Corporation
	  	 	0.002	%  	 	 	1 Share	  	  			
	General Motors Automobiles Philippines, Inc.	  	Philippines	  	General Motors Company	  	 	99.999	% 	 	 
  

 
  
 
	Common shares:
 Issued 550,000

 
 Preferred Shares:
Issued 4,797,537
	  
   

 
   
  
	  	 
  
 

 
  
 
 
	Common shares:
 Authorized
550,000

 
 Preferred Shares:
Authorized
4,797,537
	  
   
  

 
   
  
  

						
	Delphi Polska Automotive Systems Sp. Z.o.o.	  	Poland	  	Fidas II B.V.	  	 	100	% 	 				  			
	General Motors Manufacturing Poland Sp. z.o.o	  	Poland	  	General Motors Espana S.L.	  	 	100	% 	 				  			
	General Motors Poland Spolka, z.o.o.	  	Poland	  	Adam Opel GmbH	  	 	100	% 	 				  			
	Isuzu Motors Polska Sp. z.o.o	  	Poland	  	Ispol-IMG Holding B.V.	  	 	100	% 	 				  			
	Fiat-GM Powertrain Polska Sp. Z.o. o	  	Poland	  	General Motors Company	  	 	50	% 	 				  			
	General Motors Portugal Lda.	  	Portugal	  	General Motors Europe Holdings S.L.	  	 	100	% 	 				  			


  
 17 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	GM Global Purchasing and Supply Chain Romania Srl	  	Romania	  	Adam Opel GmbH	  	 	100	% 	 				  			
	General Motors Auto LLC	  	Russia	  	 GM Auslandprojekte GmbH
	  	 
	99.9
	% 
	 				  			
						
		  		  	General Motors CIS, LLC	  	 	0.1	% 	 				  			
	General Motors CIS, LLC	  	Russia	  	General Motors Europe Holdings S.L.	  	 	100	% 	 				  			
	General Motors Asia Pacific (Pte) Ltd.	  	Singapore	  	General Motors Company	  	 	100	% 	 	 
 
 	Common
Shares: Issued
500,000	  
  
  	  	 
 
 	Common Shares:
Authorized
1,000,000	  
  
  
	Steering Holding Pte. Ltd	  	Singapore	  	Rhodes Holding II, S.a.r.l.	  	 	100	% 	 	 
 	Ordinary Share:
Issued 1	  
  	  	 
 	Ordinary Share:
Authorized 1	  
  
						
	BOCO (Proprietary) Limited	  	South Africa	  	GM LAAM Holdings, LLC	  	 	100	% 	 				  	 	N/A	  
	General Motors South Africa (Pty) Limited	  	South Africa	  	BOCO (Proprietary) Limited	  	 	100	% 	 	 
 	5,011,001
Shares	  
  	  	 	N/A	  
	GM Plats (Proprietary) Limited	  	South Africa	  	General Motors Asia Pacific Holdings, LLC	  	 	100	% 	 	 	1 Share	  	  	 	N/A	  
	Isuzu Truck South Africa (Pty) Limited (ITSA)	  	South Africa	  	General Motors South Africa (Pty) Limited	  	 	50	% 	 	 	500 Shares	  	  	 	1,000 Shares	  
	General Motors Automotive Holdings, S.L.	  	Spain	  	 General Motors International Holdings, Inc.
	  	 
	77.53
	% 
	 				  			
						
		  		  	 General Motors Company
	  	 
	11.34
	% 
	 				  			
						
		  		  	General Motors of Canada Limited 	  	 
 	11.13
 	% 
  	 				  			


  
 18 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	General Motors Espana, S.L.	  	Spain	  	Adam Opel GmbH	  	 	100	% 	 				  			
	General Motors Europe Holdings, S.L.	  	Spain	  	Adam Opel GmbH	  	 	100	% 	 				  			
	General Motors Nordiska AB	  	Sweden	  	SAAB Automobile A.B.	  	 	100	% 	 				  			
	General Motors Powertrain-Sweden AB	  	Sweden	  	SAAB Automobile A.B.	  	 	100	% 	 				  			
						
	GM Europe Treasury Company AB	  	Sweden	  	GM International Sales Ltd.	  	 	100	% 	 				  			
	GM Worldwide Purchasing Sweden AB	  	Sweden	  	SAAB Automobile A.B.	  	 	100	% 	 				  			
						
	SAAB Automobile A.B.	  	Sweden	  	SAAB Automobile Investering A.B.	  	 	100	% 	 				  			
	SAAB Automobile Investering A.B.	  	Sweden	  	General Motors of Canada Limited	  	 	100	% 	 				  			
	General Motors Europe AG	  	Switzerland	  	General Motors Automotive Holdings S.L.	  	 	100	% 	 				  			
	General Motors Suisse S.A.	  	Switzerland	  	General Motors Europe Holdings S.L.	  	 	99.72	% 	 				  			
						
	GM-SAAB Communication GmbH	  	Switzerland	  	General Motors Suisse S.A.	  	 	55	% 	 				  			
	General Motors Taiwan Ltd.	  	Taiwan, Province of China	  	GM APO Holdings, LLC	  	 	99.9999	% 	 	 	Stock: 823,000,000	  	  	 	Stock: 823,000,000	  
	Tai Jin International Automotive Distribution Co. Ltd.	  	Taiwan, Province of China	  	General Motors China, Inc.	  	 	100	% 	 	 	Stock: 17,660,000	  	  	 	Stock: 17,660,000	  


  
 19 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	General Motors (Thailand) Limited	  	Thailand	  	General Motors Thailand Investments LLC	  	 	99.9999917	% 	 	 
  
	Ordinary Shares:
 Issued 72,302,853
	  
   
	  	 
  
 
	Ordinary Shares:
 Authorized
72,302,853
	  
   
  

		  		  		  				 	  
  
  
	  
 Preference Shares:

Issued 40,806,200
	  
   

 
	  	  
  

 
 
	  
 Preference Shares:

Authorized
40,806,200
	  
   

  
  

	Chevrolet Sales (Thailand) Limited	  	Thailand	  	General Motors Asia, Inc.	  	 	99.9999186	% 	 	 
  
	Ordinary Shares:
 Issued 7,371,460
	  
   
	  	 
  
 
	Ordinary Shares:
 Authorized
7,371,460
	  
   
  

	General Motors Powertrain (Thailand) Limited	  	Thailand	  	General Motors Asia Pacific Holdings, LLC	  	 	99.9999627	% 	 	 
  
	Common Shares:
 Issued 16,125,000
	  
   
	  	 
  
 
	Common Shares:
 Authorized
16,125,000
	  
   
  

						
	General Motors Southeast Asia Operations Limited	  	Thailand	  	General Motors Asia, Inc.	  	 	99.994	% 	 	 
  
	Common Shares:
 Issued 100,000
	  
   
	  	 
  
 
	Common Shares:
 Authorized
100,000
	  
   
  

						
	General Motors Türkiye Limited Sirketi	  	Turkey	  	 Adam Opel GmbH
	  	 	99.77	% 	 				  			
		  		  	  
 General Motors Europe Holdings S.L.
	  	  
  
	  
 0.23
	  
 % 
	 				  			
	Rhodes Otomotive Sanayi ve Ticaret Limited Sirketi	  	Turkey	  	Rhodes Holding II, S.a.r.l.	  	 	100	% 	 				  			
						
	General Motors Africa and Middle East FZE	  	United Arab Emirates	  	General Motors Overseas Distribution Corporation	  	 	100	% 	 	 	1 Share	  	  	 	N/A	  


  
 20 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																					
	06 Ormskirk Limited	  	United Kingdom	  	General Motors UK Limited	  	 	67.33	% 	 				  				  			
	Aftermarket UK Limited	  	United Kingdom	  	General Motors Automotive Holdings S.L.	  	 	100	% 	 				  				  			
	Approach (UK) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	93.61	% 	 				  				  			
	Baker (Crewe) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	65.26	% 	 				  				  			
	Baylis (Gloucester) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	72	% 	 				  				  			
	Berse Road (No. 1) Limited	  	United Kingdom	  	 GM (UK) Pension Trustees Limited
	  	 
	50
	% 
	 				  				  			
		  		  	  
 Promark Investment Trustees (UK)
	  	  
  
	  
 50
	  
 % 
	 				  				  			
	Berse Road (No. 2) Limited	  	United Kingdom	  	 GM (UK) Pension Trustees Limited
	  	 
	50
	% 
	 				  				  			
		  		  	  
 Promark Investment Trustees (UK)
	  	  
  
	  
 50
	  
 % 
	 				  				  			
							
	General Motors Limited	  	United Kingdom	  	 General Motors Asia Pacific Holdings, LLC
	  	 
	77.17
	% 
	 				  				  			
		  		  	  
 General Motors Asia Pacific (Japan) Limited
	  	  
  
	  
 22.83
	  
 % 
	 				  				  			
	General Motors UK Limited	  	United Kingdom	  	VHC Sub Holdings (UK) Ltd.	  	 	100	% 	 				  				  			
	Global Tooling Service Company Europe Limited	  	United Kingdom	  	General Motors Company	  	 	100	% 	 				  				  			
	GM (UK) Pension Trustees Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 				  				  			


  
 21 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	GM (UK) Unclassified Pension Trustees Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 				  			
						
	GM Automotive UK Limited	  	United Kingdom	  	Adam Opel GmbH	  	 	100	% 	 				  			
	GM Purchasing Vauxhall UK Limited	  	United Kingdom	  	General Motors Company	  	 	100	% 	 				  			
	GM Retirees Pension Trustees Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 				  			
	GPSC UK Limited	  	United Kingdom	  	GM Automotive UK Limited	  	 	100	% 	 				  			
	H.S.H. Limited	  	United Kingdom	  	Baylis (Gloucester) Limited	  	 	100	% 	 				  			
	Haines & Strange Limited	  	United Kingdom	  	Baylis (Gloucester) Limited	  	 	100	% 	 				  			
	IBC Pension Trustees Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 				  			
	IBC Vehicles (Distribution) Limited	  	United Kingdom	  	IBC Vehicles Limited	  	 	99.999	% 	 				  			
	IBC Vehicles Limited	  	United Kingdom	  	GM Automotive UK Limited	  	 	100	% 	 				  			
	Jeffery (Wandsworth) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	80.3	% 	 				  			
	Lange (West End) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	50.94	% 	 				  			
	Millbrook Land & Co., Limited	  	United Kingdom	  	Millbrook Proving Ground Limited	  	 	100	% 	 				  			
	Millbrook Pension Management Limited	  	United Kingdom	  	General Motors Automotive UK Limited	  	 	100	% 	 				  			
						
	Millbrook Proving Ground Limited	  	United Kingdom	  	GM Automotive UK Limited	  	 	100	% 	 				  			
	Motors Directors Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 				  			


  
 22 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Motors Investments (Caernarfon) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 		  	
						
	Motors Properties Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 		  	
						
	Motors Secretaries Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 		  	
						
	Pearl (Crawley) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	82.24	% 	 		  	
						
	Promark Global Advisors Limited	  	United Kingdom	  	Promark Global Advisors, Inc.	  	 	100	% 	 	50,001 Shares	  	51,000 Shares
	Promark Investment Trustees Limited	  	United Kingdom	  	Promark Global Advisors Limited	  	 	100	% 	 	2 Shares	  	100 Shares
	Rumble (Bedworth) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	82.88	% 	 		  	
						
	SAAB City Limited	  	United Kingdom	  	SAAB Great Britain Limited	  	 	100	% 	 		  	
	SAAB GB Pension Plan Trustees Company Limited	  	United Kingdom	  	SAAB Great Britain Limited	  	 	100	% 	 		  	
	SAAB Great Britain Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 		  	
	SB (Helston) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	79.37	% 	 		  	
						
	Sherwoods (Darlington) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	77.88	% 	 		  	
						
	Skurrays Limited	  	United Kingdom	  	General Motors UK Limited	  	 	73.68	% 	 		  	


  
 23 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	Southern (Merthyr) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	63.84	% 	 				  			
						
	VHC Sub-Holdings (UK)	  	United Kingdom	  	GM Automotive UK Limited	  	 	100	% 	 				  			
	Vickers (Lakeside) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	75	% 	 				  			
						
	Vision Motors Limited	  	United Kingdom	  	General Motors UK Limited	  	 	75	% 	 				  			
						
	Whitmore’s of Edenbridge Limited	  	United Kingdom	  	General Motors UK Limited	  	 	85	% 	 				  			
						
	Wilson & co. (Motor Sales) Limited	  	United Kingdom	  	General Motors UK Limited	  	 	56.29	% 	 				  			
						
	Superbroad Limited	  	United Kingdom	  	General Motors UK Limited	  	 	100	% 	 				  			
	General Motors Uruguay, S.A.	  	Uruguay	  	GM LAAM Holdings, LLC	  	 	100	% 	 	 
 	159,967,000
Ordinary Shares	  
  	  	 	N/A	  
	General Motors Powertrain - Uzbekistan CJSC	  	Uzbekistan	  	 General Motors Company
	  	 
	51
	% 
	 				  			
		  		  	  
 General Motors International Holdings, Inc.
	  	  
  
	  
 1
	  
 % 
	 				  			
	General Motors Venezolana, C.A.	  	Venezuela	  	GM LAAM Holdings, LLC	  	 	100	% 	 	 	290,012 Shares	  	  	 	N/A	  
	Sistemas de Compra Programada Chevrolet, C.A.	  	Venezuela	  	GM LAAM Holdings, LLC	  	 	100	% 	 	 	100 Shares	  	  	 	N/A	  


  
 24 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	 Domestic Subsidiaries
	  				 				  			
						
	Advantage Chevrolet of Bolingbrook, Inc.	  	Delaware	  	General Motors Company	  	 	75	% 	 	 
 
	10,000 Common
Shares
	  
  
	  	 
 
	10,000 Common
Shares
	  
  

		  		  		  				 	  
  
 
	  
 30,028 Preferred
Shares
	  
   
  
	  	  
  
 
	  
 30,900 Preferred
Shares
	  
   
  

	Annunciata Corporation	  	Delaware	  	General Motors Company	  	 	100	% 	 	 	10 Common Shares	  	  	 
 	100 Common
Shares	  
  
	Argonaut Holdings, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	 
 	1,000 Common
Shares	  
  	  	 
 	1,000 Common
Shares	  
  
	Athens Chevrolet, Inc.	  	Delaware	  	General Motors Company	  	 	77	% 	 	 
 
	10,340 Common
Shares
	  
  
	  	 
 
	10,340 Common
Shares
	  
  

		  		  		  				 	  
  
 
	  
 33,940 Preferred
Shares
	  
   
  
	  	  
  
 
	  
 44,840 Preferred
Shares
	  
   
  

	Britain Chevrolet, Inc.	  	Delaware	  	General Motors Company	  	 	75	% 	 	 
 
	3,500 Common
Shares
	  
  
	  	 
 
	3,500 Common
Shares
	  
  

		  		  		  				 	  
  
 
	  
 10,340 Preferred
Shares
	  
   
  
	  	  
  
 
	  
 10,487 Preferred
Shares
	  
   
  

	Buick Pontiac GMC of Moosic, Inc.	  	Delaware	  	General Motors Company	  	 	83	% 	 	 
 
	2,700 Common
Shares
	  
  
	  	 
 
	2,700 Common
Shares
	  
  

		  		  		  				 	  
  
 
	  
 13,082 Preferred
Shares
	  
   
  
	  	  
  
 
	  
 14,850 Preferred
Shares
	  
   
  

	Carve-Out Ownership Cooperative LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	 
 	N/A
(uncertificated)	  
  	  	 
 	N/A
(uncertificated)	  
  


  
 25 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Champion Chevrolet, Pontiac, Buick, Inc.	  	Delaware	  	General Motors Company	  	 	71	% 	 	5,000 Common
Shares	  	5,000 Common
Shares
		  		  		  				 	  
 12,253 Preferred
Shares
	  	  
 13,060 Preferred
Shares

	Chevrolet of Novato, Inc.	  	Delaware	  	General Motors Company	  	 	78	% 	 	4,000 Common
Shares	  	4,000 Common
Shares
		  		  		  				 	  
 14,200 Preferred
Shares
	  	  
 14,200 Preferred
Shares

	Cole Buick Pontiac GMC	  	Delaware	  	Athens Chevrolet, Inc.	  	 	100	% 	 	12,670 Common
Shares	  	12,670 Common
Shares
	Curt Warner Chevrolet, Inc.	  	Delaware	  	General Motors Company	  	 	82	% 	 	4,342 Common
Shares	  	4,342 Common
Shares
		  		  		  				 	  
 19,465 Preferred
Shares
	  	  
 19,465 Preferred
Shares

	Danny Beck Chevrolet, Inc.	  	Delaware	  	General Motors Company	  	 	82	% 	 	5,000 Common
Shares	  	5,000 Common
Shares
		  		  		  				 	  
 23,542 Preferred
Shares
	  	  
 26,093 Preferred
Shares

	Dealership Liquidations, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	1 Common Share	  	1 Common Share

		  		  		  				 	  
 999 Preferred
Shares
	  	  
 999 Preferred
Shares



  
 26 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Delphi Energy and Engine Management Systems UK Overseas Corporation	  	Delaware	  	General Motors Overseas Corporation	  	 	100	% 	 	10,000 Common
Shares	  	30,000 Common
Shares
	Desert Sun Roswell, Inc.	  	Delaware	  	General Motors Company	  	 	74	% 	 	6,277 Common
Shares	  	6,277 Common
Shares
		  		  		  				 	  
 18,297 Preferred
Shares
	  	  
 20,581 Preferred
Shares

	Dinuba Auto Center, Inc.	  	Delaware	  	General Motors Company	  	 	82	% 	 	7,500 Common
Shares	  	7,500 Common
Shares
		  		  		  				 	  
 34,530 Preferred
Shares
	  	  
 42,000 Preferred
Shares

	DMAX, Ltd.	  	Ohio	  	General Motors Company	  	 	60	% 	 	N/A
(uncertificated)	  	N/A
(uncertificated)
	Fredericktown Chevrolet Company, Inc.	  	Delaware	  	General Motors Company	  	 	84	% 	 	2,284 Common
Shares	  	2,284 Common
Shares
		  		  		  				 	  
 12,228 Preferred
Shares
	  	  
 12,946 Preferred
Shares

	Galleria Chevrolet-Cadillac, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	4,170 Common
Shares	  	4,170 Common
Shares
		  		  		  				 	  
 23,600 Preferred
Shares
	  	  
 23,600 Preferred
Shares



  
 27 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

																	
	Gateway Chevrolet Motor Company	  	Delaware	  	General Motors Company	  	 	100	% 	 	 
 	3,648 Class B
Common Shares	  
  	 	 
 
	15,000 Preferred
Shares
	  
  

		  		  		  				 				 	  
  
 
	  
 7,000 Class A
Common Shares
	  
   
  

		  		  		  				 				 	  
  
 
	  
 8,000 Class B
Common Shares
	  
   
  

	GEMA Automotive, Inc.	  	Delaware	  	General Motors Company	  	 	76	% 	 	 
 
	8,000 Common
Shares
	  
  
	 	 
 
	8,000 Common
Shares
	  
  

		  		  		  				 	  
  
 
	  
 25,446 Preferred
Shares
	  
   
  
	 	  
  
 
	  
 32,576 Preferred
Shares
	  
   
  

	General Motors Asia Pacific Holdings, LLC	  	Delaware	  	 General Motors Company
	  	 
	95.76
	% 
	 	 
 	N/A
(uncertificated)	  
  	 	 
 	N/A
(uncertificated)	  
  
		  		  	  
 General Motors Asia, Inc.
	  	  
  
	  
 3.6
	  
 % 
	 				 			
		  		  	  
 General Motors Overseas Corporation
	  	  
  
	  
 0.64
	  
 % 
	 				 			
	General Motors Asia, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	 
 	500 Common
Shares	  
  	 	 
 	1,000 Common
Shares	  
  
	General Motors China, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	 
 	100,000 Common
Shares	  
  	 	 
 	100,000 Common
Shares	  
  
	General Motors Foundation, Inc.	  	Michigan	  	General Motors Company	  	 	100	% 	 	 
 	N/A
(uncertificated)	  
  	 	 
 	N/A
(uncertificated)	  
  
	General Motors Global Service Operations, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	 
 	100 Common
Shares	  
  	 	 
 	1,000 Common
Shares	  
  
	General Motors International Holdings, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	 
 	1000 Common
Shares	  
  	 	 
 	1,000 Common
Shares	  
  


  
 28 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	General Motors Korea, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	1,000 Common
Shares	 	1,000 Common
Shares
	General Motors MNS Center, LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	General Motors Overseas Commercial Vehicle Corporation	  	Delaware	  	General Motors Overseas Corporation	  	 	100	% 	 	10,000 Common
Shares	 	30,000 Common
Shares
	General Motors Overseas Corporation	  	Delaware	  	General Motors Company	  	 	100	% 	 	2,000 Common
Shares	 	2,000 Common
Shares
	General Motors Overseas Distribution Corporation	  	Delaware	  	General Motors Company	  	 	100	% 	 	5,000 Common
Shares	 	10,000 Common
Shares
	General Motors Product Services, Inc.	  	Delaware	  	 General Motors Company
	  	 
	88.4
	% 
	 	2,150 Common
Shares	 	3,000 Common
Shares
		  		  	 General Motors of Canada Limited
	  	 	11.6	% 	 		 	
	General Motors Research Corporation	  	Delaware	  	General Motors Company	  	 	100	% 	 	100 Common
Shares	 	100 Common
Shares
	General Motors Thailand Investments, LLC	  	Delaware	  	 General Motors Asia Pacific Holdings, LLC
	  	 	42	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
		  		  	  
 General Motors Australia
	  	  
  
	  
 50.5
	  
 % 
	 		 	
		  		  	  
 GM Holden Ltd.
	  	  
  
	  
 7.5
	  
 % 
	 		 	
	General Motors U.S. Trading Corp.	  	Nevada	  	General Motors Company	  	 	100	% 	 	100 Common
Shares	 	1,000 Common
Shares


  
 29 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	General Sales Company of West Chester, Inc.	  	Delaware	  	 General Motors

Company
	  	 	62	% 	 	15,000 Common
Shares	 	15,000 Common
Shares
		  		  		  				 		 	  
 30,750 Preferred
Shares

		  		  		  				 	  
 24,161 Preferred
Shares
	 	
	GM APO Holdings, LLC	  	Delaware	  	General Motors Asia Pacific Holdings, LLC	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Car Company LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Components Holdings, LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM-DI Leasing Corporation	  	Delaware	  	General Motors Company	  	 	100	% 	 	1,000 Common
Shares	 	1,000 Common
Shares
		  		  		  				 	  
 54,000 7%
Preferred Shares
	 	  
 60,000 Preferred
Shares

	GM Eurometals, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	10 Common Shares	 	100 Common
Shares
	GM Finance Co. Holdings LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM GEFS L.P.	  	Nevada	  	 General Motors Company
	  	 
	99.99
	% 
	 	N/A
(uncertificated)	 	N/A
(uncertificated)
		  		  	GM Technologies, LLC	  	 	0.01	% 	 		 	
	GM Global Steering Holdings, LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)


  
 30 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	GM Global Technology Operations, Inc.	  	Delaware	  	 GM GEFS L.P.
	  	 
	100
	% (common) 
	 	9,472 Common
Shares	 	20,000 Common
Shares
						
		  		  	 General Motors Company
	  	 	100	% (preferred) 	 	1,000 Preferred
Shares	 	1,000 Preferred
Shares
	GM Global Tooling Company, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	101 Common
Shares	 	1,000 Common
Shares
	GM LAAM Holdings, LLC	  	Delaware	  	General Motors Asia Pacific Holdings, LLC	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Overseas Funding, LLC	  	Delaware	  	General Motors of Canada Limited	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Personnel Services, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	100 Common
Shares	 	500 Common
Shares
	GM Preferred Finance Co. Holdings LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Preferred Receivables LLC	  	Delaware	  	GM Preferred Finance Co. Holdings LLC	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Subsystems Manufacturing, LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Supplier Receivables LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	100% of
Membership
Interests	 	100% of
Membership
Interests
	GM Technologies, LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GM Warranty LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	100% of
Membership
Interests	 	100% of
Membership
Interests
	GMAC Common Equity Trust I	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GMEH Holding, LLC	  	Delaware	  	General Motors International Holdings, LLC	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)


  
 31 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	GMETR Trade Receivables LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GMOC Administrative Services Corporation	  	Delaware	  	General Motors Overseas Corporation	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GMODC Receivables Funding LLC	  	Delaware	  	General Motors Overseas Distribution Corporation	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	GMODC Trade Receivables LLC	  	Delaware	  	General Motors Overseas Distribution Corporation	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	Grand Pointe Holdings, Inc.	  	Michigan	  	WRE, Inc.	  	 	100	% 	 	1,000 Common
Shares	 	1,000 Common
Shares
	Joe Morgan Chevrolet-Cadillac, Inc.	  	Delaware	  	General Motors Company	  	 	61	% 	 	3,140 Common
Shares	 	3,140 Common
Shares
		  		  		  				 	  
 4,830 Preferred
Shares
	 	  
 7,325 Preferred
Shares

	JS Folsom Automotive, Inc.	  	Delaware	  	General Motors Company	  	 	61	% 	 	20,001 Common
Shares	 	20,001 Common
Shares
		  		  		  				 	  
 31,520
 Preferred
 Shares
	 	  
 34,196 Preferred
Shares

	Koneyren, Inc.	  	Michigan	  	General Motors Company	  	 	100	% 	 	2,000 Common
Shares	 	10,000 Common
Shares
	Las Cruces Automotive Group, Inc.	  	Delaware	  	General Motors Company	  	 	81	% 	 	18,868
 Common
 Shares
	 	18,868 Common
Shares
		  		  		  				 	  
 82,710
 Preferred
 Shares
	 	  
 106,920 Preferred
Shares



  
 32 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Lease Ownership Cooperative LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	Lidlington Engineering Company, Ltd.	  	Delaware	  	General Motors Overseas Corporation	  	 	100	% 	 	74 Class A
Common Shares	 	74 Class A
Common Shares
		  		  		  				 		 	26 Class B
Common Shares
	Mangino Chevrolet, Inc.	  	Delaware	  	General Motors Company	  	 	82	% 	 	2,000 Common
Shares	 	2,000 Common
Shares
		  		  		  				 	  
 9,265 Preferred
Shares
	 	  
 10,770 Preferred
Shares

	Metal Casting Technology, Inc.	  	Delaware	  	General Motors Company	  	 	51	% 	 	250 Common
Shares	 	1,000 Common
Shares
	Milton Chevrolet, Inc. (Sobh-Locklear Chevrolet)	  	Delaware	  	General Motors Company	  	 	74	% 	 	4,177 Common
Shares	 	4,177 Common
Shares
		  		  		  				 	  
 12,037 Preferred
Shares
	 	  
 23,671 Preferred
Shares

	Monetization of Carve-Out, LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	Moran Cadillac-GMC, Inc.	  	Delaware	  	General Motors Company	  	 	76	% 	 	32,313 Common
Shares	 	32,313 Common
 Shares

		  		  		  				 	  
 103,476 Preferred
Shares
	 	  
 129,412
Preferred Shares

	Moran-Chevrolet, Inc.	  	Delaware	  	Moran Cadillac-GMC, Inc.	  	 	100	% 	 	128,546 Common
Shares	 	128,546
Common Shares


  
 33 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Morris Pontiac-GMC, Inc.	  	Delaware	  	General Motors Company	  	 	68	% 	 	10,208 Common
Shares	 	10,208 Common
Shares
		  		  		  				 	  
 21,943 Preferred
Shares
	 	  
 28,252 Preferred
Shares

	Motors Holding San Fernando Valley, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	10 Shares	 	100 Shares
	Multi-Use Lease Entity Trust	  	Delaware	  	Lease Ownership Cooperative LLC	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	North American New Cars, Inc.	  	Delaware	  	Auto Lease Finance Corporation	  	 	100	% 	 	90 Shares	 	800 Shares
	OnStar Global Services Corporation	  	Delaware	  	Onstar, LLC	  	 	100	% 	 	1 Common Share	 	100 Common
Shares
	OnStar, LLC	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	PIMS Co.	  	Delaware	  	General Motors Company	  	 	100	% 	 	10 Common Shares	 	100 Common
Shares
	Project Rhodes Holding Corporation	  	Delaware	  	GM Global Steering Holdings LLC	  	 	100	% 	 	100 Shares	 	10,000,000 Shares
	Promark Global Advisors, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	1,000 Shares	 	1,000 Shares
	Promark Investment Advisors, Inc.	  	Delaware	  	Promark Global Advisors, Inc.	  	 	100	% 	 	1,000 Shares	 	3,000 Shares
	Promark Real Estate Advisors, LLC	  	Delaware	  	Promark Investment Advisors, Inc.	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	Promark Trust Bank, N.A.	  	New York	  	Promark Global Advisors, Inc.	  	 	100	% 	 		 	


  
 34 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Renton Cadillac Pontiac GMC, Inc.	  	Delaware	  	General Motors Company	  	 	81	% 	 	26,138 Preferred
Shares	  	28,250 Preferred
Shares
		  		  		  				 	  
 6,000 Common
Shares
	  	  
 6,000 Common
Shares

	San Patricio Automotive Group, Inc.	  	Delaware	  	General Motors Company	  	 	63	% 	 	4,290 Common
Shares	  	4,290 Common
Shares
						
		  		  		  				 	7,268 Preferred
Shares	  	17,157 Preferred
Shares
	Saturn County Bond Corporation	  	Delaware	  	General Motors Company	  	 	100	% 	 	1,000 Common
Shares	  	1,000 Common
Shares
	Slaughter Motor Company, Inc.	  	Delaware	  	General Motors Company	  	 	84	% 	 	14,435 Common
Shares	  	14,435 Common
Shares
		  		  		  				 	  
 76,282 Preferred
Shares
	  	  
 81,801 Preferred
Shares

	Smokey Point Buick Pontiac GMC, Inc.	  	Delaware	  	General Motors Company	  	 	72	% 	 	5,050 Common
Shares	  	5,050 Common
Shares
		  		  		  				 	  
 12,965
 Preferred
 Shares
	  	  
 15,950 Preferred
Shares

	Steering Solutions Corporation	  	Delaware	  	Project Rhodes Holding Corporation	  	 	100	% 	 	100 Shares	  	1,000 Shares
	Steering Solutions Expat Holding Corporation	  	Delaware	  	Steering Solutions Corporation	  	 	100	% 	 	100 Shares	  	1,000 Shares
	Steering Solutions IP Holding Corporation	  	Delaware	  	Steering Solutions Corporation	  	 	100	% 	 	100 Shares	  	1,000 Shares


  
 35 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Steering Solutions Services Corporation	  	Delaware	  	Steering Solutions Corporation	  	 	100	% 	 	100 Shares	  	1,000 Shares
	Superior Chevrolet, Inc.	  	Delaware	  	General Motors Company	  	 	84	% 	 	2,610 Common
Shares	  	2,610 Common
Shares
		  		  		  				 	  
 14,014
 Preferred Shares
	  	  
 14,014 Preferred
Shares

	Taft Automotive, Inc.	  	Delaware	  	General Motors Company	  	 	70	% 	 	4,000 Common
Shares	  	4,000 Common
Shares
		  		  		  				 	  
 9,134 Preferred
Shares
	  	  
 10,523 Preferred
Shares

	The DeCuir Group, Inc.	  	Delaware	  	General Motors Company	  	 	67	% 	 	3,750 Common
Shares	  	3,750 Common
Shares
		  		  		  				 	  
 7,639 Preferred
Shares
	  	  
 11,214 Preferred
Shares

	Todd Wenzel Chevrolet, Inc.	  	Delaware	  	General Motors Company	  	 	79	% 	 	9,750 Common
Shares	  	9,750 Common
Shares
		  		  		  				 	  
 37,274 Preferred
Shares
	  	  
 40,935 Preferred
Shares

	Trimarco Pontiac-Buick-GMC, Inc. (Gary Trimarco Automotive)	  	Delaware	  	General Motors Company	  	 	78	% 	 	3,000 Common
Shares	  	3,000 Common
Shares
		  		  		  				 	  
 10,624 Preferred
Shares
	  	  
 17,000 Preferred
Shares



  
 36 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Truck and Bus Engineering U.K., Limited	  	Delaware	  	General Motors Overseas Corporation	  	 	100	% 	 	26 Class B
Common Shares	 	74 Class A
Common Shares
		  		  		  				 		 	26 Class B
Common Shares
	Vehicle Asset Universal Leasing Trust	  	Delaware	  	General Motors Company	  	 	100	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	Vence Lone Star Motors, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	4,867 Common
Shares	 	4,867 Common
Shares
	  		  		  				 	  
 13,378
 Preferred
 Shares
	 	  
 13,378 Preferred
Shares

	VM North America, Inc.	  	Delaware	  	VM Motori S.p.a.	  	 	100	% 	 	1,000 Shares	 	100,000 Shares
	WRE, Inc.	  	Michigan	  	General Motors Company	  	 	100	% 	 	20,000
 Common
 Shares
	 	50,000 Common
Shares
	Crash Avoidance Metrics Partnerships	  	Michigan	  	General Motors Company	  	 	50	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	IUE-GM National Joint Skill Development and Training Committee	  	Ohio	  	General Motors Company	  	 	50	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	HRL Laboratories LLC	  	Delaware	  	General Motors Company	  	 	50	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	Friendly Motors, Inc.	  	Delaware	  	General Motors Company	  	 	83	% 	 	6,562 Common
Shares	 	6,562 Common
Shares
		  		  		  				 	  
 31,158
 Preferred
 Shares
	 	  
 37,190 Preferred
Shares

	Coach Insignia LLC	  	Michigan	  	Riverfront Holdings Phase II, Inc.	  	 	66.7	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)


  
 37 










 Confidential Treatment Requested by General Motors Company Pursuant to the Freedom
of Information Act, the Access 
 to Information Act and the Freedom of Information and Protection of Privacy Act,
respectively. 
  

  

													
	Riverfront Holdings III, Inc.	  	Delaware	  	Riverfront Holdings, Inc.	  	 	100	% 	 	10 Common Shares	 	100 Common
Shares
						
	Riverfront Holdings Phase II, Inc.	  	Delaware	  	Riverfront Holdings, Inc.	  	 	100	% 	 	1,000 Common
Shares	 	1,000 Common
Shares
						
		  		  		  				 		 	1,000 Preferred
Shares
	Riverfront Holdings, Inc.	  	Delaware	  	General Motors Company	  	 	100	% 	 	1 Common Share	 	30,010 Common
Shares
	Andiamo Riverfront LLC	  	Michigan	  	Riverfront Holdings Phase II, Inc.	  	 	50	% 	 	N/A
(uncertificated)	 	N/A
(uncertificated)
	Renaissance Center Management Company	  	Delaware	  	Riverfront Holdings, Inc.	  	 
  
 
	90.9

(represents
ownership of
	% 
   
  
	 	100 Preferred
Shares	 	1,000 Common
Shares
		  		  		  	 
  
	preferred
 shares)
	  
   
	 		 	100 Preferred
Shares
	Rhodes I, LLC	  	Delaware	  	Rhodes Holding II, S.a.r.l.	  	 	100	% 	 		 	
	Rhodes II, LLC	  	Delaware	  	Rhodes Holding II, S.a.r.l.	  	 	100	% 	 		 	


  
 38 










 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 

COMPANY PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 

  
 Schedule 3.28

 Excluded Collateral 
 EXCLUDED COLLATERAL 
 Set forth on Schedule 3.28 is a complete and accurate
list of the types of Property of the Loan Parties that shall be excluded from the Collateral (collectively, “Excluded Collateral”): 
  

	(i)	any property to the extent that a grant of security interest therein (a) is prohibited by any Applicable Law, or requires a consent pursuant to Applicable Law that
has not been obtained from any Governmental Authority, or (b) is contractually prohibited, or constitutes a breach or default under or results in the termination of any contract (except to the extent that such contract or the related
prohibitive provisions therein are ineffective under the New York Uniform Commercial Code or other Applicable Law) or requires a consent from any other Person (other than the Borrower or any of its Subsidiaries) that has not been obtained,
(c) in the case of any investment property (as such term is defined in the Uniform Commercial Code), is prohibited under any applicable organizational, constitutive, shareholder or similar agreement (except to the extent that such agreement or
the related prohibitive provisions therein are ineffective under the Uniform Commercial Code or other Applicable Law); 

  

	(ii)	more than (a) 65% of the voting equity in any Foreign 956 Subsidiary and (b) more than 65% or such greater percentage of the voting equity in any Domestic 956
Subsidiary or Other Foreign 956 Subsidiary whose pledge would result in an indirect pledge of more than 65% of any Foreign 956 Subsidiary’s total outstanding voting equity, in each case, except for any additional equity that was pledged under
the Existing UST Term Loan Agreement. 

  

	(iii)	any Capital Stock or other Property of any Excluded Subsidiary; 

  

	(iv)	any Capital Stock owned by the Borrower or any Guarantor in any of the Subsidiaries identified on Annex 1 hereto; 


 

	(v)	assets that give rise to tax-exempt interest income within the meaning of Section 265(a)(2) of the Internal Revenue Code of 1986, as amended from time to time;


  

	(vi)	 any property (including any tangible embodiments of Intellectual Property that may be affixed to or embodied in any property), including any Capital
Stock, to the extent that the Borrower or any other Loan Party has assigned, pledged, or otherwise granted a security interest in or with respect to such property to secure 










 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 

COMPANY PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 


	 	 
any indebtedness or any other obligations prior to the Effective Date, to the extent that a grant of a security interest therein is contractually prohibited, or constitutes a breach or default
under or results in the termination of any contract, or requires a consent from any other Person (other than the Borrower or any of its Affiliates) that has not been obtained; 



 

	(vii)	any property, including cash and cash equivalents, (x) pledged or deposited in connection with insurance, including worker’s compensation, unemployment
insurance or other types of social security or pension benefits, (y) pledged or deposited to secure the performance of bids, tenders, statutory obligations, and surety, appeal, customs or performance bonds and similar obligations, or
(z) pledged or deposited to secure reimbursement obligations in respect of letters of credit issued to support any obligations or liabilities described in clauses (x) or (y) above; 


 

	(viii)	any property of the Borrower or any Guarantor acquired with (a) funds obtained from the Government of the United States, including proceeds of any loan obtained
under Section 136 of the EISA (as defined in the UST Loan Agreement) or (b) under any other government programs or using other government funds, including proceeds of government loans, contracts, grants, cooperative agreements, or
cooperative research and development agreements, to the extent that a grant of a security interest therein is contractually prohibited, or constitutes a breach or default under or results in the termination of any contract or precludes eligibility
for funding described in clauses (a) or (b) above or requires a consent from any other person (other than the Borrower or any of its affiliates) that has not been obtained; 


 

	(ix)	motor vehicles owned situated in a jurisdiction in which the perfection of a security interest is excluded from the Uniform Commercial Code; 


 

	(x)	any property that is subject to a purchase option granted to any dealer of the Borrower’s or any North American Group Members’ products with respect to the
related dealership Properties; 

  

	(xi)	all intent-to-use trademark applications owned by each North American Group Member for which neither a statement of use nor amendment to allege use has been filed are
deemed Collateral, except that such applications shall constitute Excluded Collateral but only for as long as (and only to the extent that) the grant of a security interest therein would invalidate or terminate such applications and provided that
such applications will automatically become Collateral and be subject to the terms and conditions of the Agreement once a statement of use or an amendment to allege use has been filed and accepted; and 


 

	(xii)	to the extent not otherwise included, all proceeds, including cash proceeds (as each such term is defined in the Uniform Commercial Code), and products of Excluded
Collateral, in whatever form, including cash or cash equivalents. 









 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 

COMPANY PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 

  
 Annex 1 to
Schedule 3.28 
 EXCLUDED COLLATERAL 
 THE ENTIRE OUTSTANDING CAPITAL STOCK OF THE FOLLOWING 
 SUBSIDIARIES AND
JOINT VENTURES: 
  

					
	 Entity Name
	  	Jurisdiction of
Organization	 
	 a. Domestic Entities
	  			
	 Andiamo Riverfront, LLC
	  	 	Michigan	  
	 Aviation Spectrum Resource Holdings, Incorporated
	  	 	Delaware	  
	 Citrix (TXS) Systems, Inc.
	  	 	Delaware	  
	 Cole Buick Pontiac GMC
	  	 	Delaware	  
	 Coach Insignia LLC
	  	 	Michigan	  
	 Coskata Inc.
	  	 	Delaware	  
	 Detroit Investment Fund, L.P.
	  	 	Delaware	  
	 DMAX Ltd.
	  	 	Ohio	  
	 Electric Scientific, Inc.
	  	 	Delaware	  
	 Gabriel Venture Partners
	  	 	Delaware	  
	 Promark Global Advisors, Inc. (formerly known as General Motors Asset Management Corporation)
	  	 	Delaware	  
	 General Motors China, Inc.
	  	 	Delaware	  
	 Promark Investment Advisors, Inc. (formerly known as General Motors Investment Management Corporation)
	  	 	Delaware	  
	 General Motors Foundation, Inc.
	  	 	Michigan	  
	 General Motors Korea, Inc.
	  	 	Delaware	  
	 General Motors MNS Center, LLC
	  	 	Delaware	  
	 General Motors Overseas Corporation
	  	 	Delaware	  
	 Promark Trust Bank, National Association (formerly known as General Motors Trust Bank, National Association)
	  	 	New York	  
	 GM Overseas Funding, LLC
	  	 	Delaware	  
	 GM Supplier Receivables LLC
	  	 	Delaware	  
	 Promark Real Estate Advisors, LLC (formerly known as GMAM Real Estate I, LLC)
	  	 	Delaware	  
	 GMEH Holding LLC
	  	 	Delaware	  
	 GMETR Trade Receivables LLC
	  	 	Delaware	  
	 GMODC Trade Receivables LLC
	  	 	Delaware	  
	 Grand Pointe Holdings, Inc.
	  	 	Michigan	  
	 HRL Laboratories LLC
	  	 	Delaware	  
	 Mascoma Corporation
	  	 	Delaware	  
	 Moran Chevrolet, Inc.
	  	 	Delaware	  
	 Multi-Use Lease Entity Trust
	  	 	Delaware	  









 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 

COMPANY PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 


					
	 NJDOI/GMAM Core Plus Real Estate Investment Program, L.P.
	  	 	Delaware	  
	 NJDOI/GMAM High Grade Partners II, L.P.
	  	 	Delaware	  
	 NJDOI/GMAM Opportunistic Real Estate Investment Program L.P.
	  	 	Delaware	  
	 North American New Cars, Inc.
	  	 	Delaware	  
	 Pentastar Aviation Charter, Inc. (formerly Automotive Air Charter, Inc.)
	  	 	Delaware	  
	 Performance Equity Management, LLC
	  	 	Delaware	  
	 San Fernando Valley Automotive, LLC
	  	 	Delaware	  
	 Saturn County Bond Corporation
	  	 	Delaware	  
	 Segway Inc.
	  	 	Delaware	  
	 United States Advanced Battery Consortium LLC
	  	 	Michigan	  
	 United States Automotive Materials Partnership, LLC
	  	 	Michigan	  
	 Vehicle Recycling Partnership LLC
	  	 	Michigan	  
	 VM North America, Inc.
	  	 	Delaware	  
	 Wind Point Systems, Inc.
	  	 	Delaware	  
	 Vehicle Asset Universal Leasing Trust
	  	 	Delaware	  
	 GMAC Common Equity Trust I
	  	 	Delaware	  
	 Steering Solutions Corporation
	  	 	Delaware	  
	 Steering Solutions Expat Holding Corporation
	  	 	Delaware	  
	 Steering Solutions IP Holding Corporation
	  	 	Delaware	  
	 Steering Solutions Services Corporation
	  	 	Delaware	  
	 Project Rhodes Holding Corporation
	  	 	Delaware	  
	 IUE-GM National Joint Skill Development and Training Committee
	  	 	Ohio	  
	 Rhodes I, LLC
	  	 	Delaware	  
	 Rhodes II, LLC
	  	 	Delaware	  
	 Global Human Body Models Consortium, LLC
	  	 	Delaware	  
		
	 b. Foreign Entities
	  			
	 Al Mansour Automotive S.A.E.
	  	 	Egypt	  
	 Auto Lease Finance Corporation
	  	 	Cayman Islands	  
	 Automobile Swoboda Alpenstrasse GmbH
	  	 	Austria	  
	 BOCO (Proprietary) Limited
	  	 	Republic of South Africa	  
	 Chevrolet S.A. De Ahorra Para Fines Determinados
	  	 	Argentina	  
	 Chevrolet Sales India Private Ltd.
	  	 	India	  
	 FIAT – GM Powertrain Polska SP. Z.o.o
	  	 	Poland	  
	 General International Limited
	  	 	Bermuda	  
	 General Motors Africa and Middle East FZE
	  	 	United Arab Emirates	  
	 General Motors Asia Pacific (Pte.) Ltd.
	  	 	Singapore	  









 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 

COMPANY PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 


			
	General Motors Australia Limited	  	Australia
	 General Motors (China) Investment Company Limited
	  	China
	 General Motors Coordination Center BVBA
	  	Belgium
	 GM Daewoo Auto & Technology Company
	  	Korea
	 General Motors Egypt S.A.E.
	  	Egypt
	 General Motors India Private Limited
	  	India
	 General Motors Investment Services Company N.V.
	  	Belgium
	 General Motors Korea Co. Ltd.
	  	Korea
	 General Motors Limited
	  	U.K.
	 General Motors Nigeria Ltd.
	  	Nigeria
	 General Motors Nova Scotia Investments Ltd.
	  	Canada
	 General Motors Thailand Ltd
	  	Thailand
	 General Motors Uzbekistan CJSC
	  	Uzbekistan
	 General Motors Powertrain Uzbekistan – CJSC
	  	Uzbekistan
	 General Motors Venezolana C.A.
	  	Venezuela
	 General Motors (Hong Kong) Company Limited
	  	China
	 Global Tooling Company Europe Limited
	  	U.K.
	 Promark Global Advisors Limited (formerly known as GM Asset Management (UK) Limited)
	  	U.K.
	 GM Auslandprojekte GmbH
	  	Germany
	 GM AutoWorld Yugen Kaisha
	  	Japan
	 GM GEFS Holdings Canada ULC
	  	Canada
	 GM GEFS Holdings (CHC4) ULC
	  	Canada
	 GM International Sales
	  	Cayman Islands
	 GM Plats (Proprietary) Limited
	  	Republic of South Africa
	 GM Purchasing Vauxhall UK Limited
	  	U.K.
	 General Motors Warehousing and Trading (Shanghai) Co. Ltd.
	  	China
	 GMI Diesel Engineering Limited
	  	Japan
	 GM-Isuzu Camiones Andinos de Colombia Ltd.
	  	Colombia
	 GM-Isuzu Camiones Andinos del Ecuador
	  	Ecuador
	 GM-UMI Technology Research and Development Ltd.
	  	Israel
	 Hicom Chevrolet
	  	Malaysia
	 Hydrogenics Corporation
	  	Canada
	 IBC Pension Trustees Limited
	  	U.K.
	 Industries Mechaniques Maghrebines S.A.
	  	Tunisia
	 LCV Platform Engineering Corp.
	  	Japan
	 MAC International FZCO
	  	United Arab Emirates
	 Millbrook Pension Management Limited
	  	U.K.
	 Pan Asia Technical Automotive Center Company
	  	China
	 P.T. Mesin Isuzu Indonesia
	  	Indonesia
	 SAIC GM Wuling Automobile Ltd
	  	China









 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 

COMPANY PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 


			
	Sarmiento 1113 S.A.	  	Argentina
	 Shanghai General Motors Corporation
	  	China
	 Shanghai GM Dongyue Motors Co Ltd
	  	China
	 Shanghai GM Dongyue Powertrain
	  	China
	 Shanghai GM (Shenyang) Norsom Motors Co Limited
	  	China
	 Sistemas De Compra Programada Chevrolet, C.A.
	  	Venezuela
	 Tai Jin International Automotive Distribution Co., Ltd
	  	Taiwan
	 Universal Motors Israel
	  	Israel
	 Rhodes Holding I Sarl
	  	Luxembourg
	 FAW-GM Light Duty Commercial Vehicle Company Limited
	  	China

 THE OUTSTANDING CAPITAL STOCK OF
THE FOLLOWING FIRST-TIER 
 FOREIGN SUBSIDIARIES AND JOINT VENTURES REPRESENTED AS A 

PERCENTAGE OF THE ENTIRE OUTSTANDING CAPITAL STOCK AS SET 
 FORTH BELOW: 
  

							
	 Name of Entity
	  	Jurisdiction of
Organization	  	Percentage of Total
Capital Stock Owned
by Borrower or a Loan
Party and Not
Pledged:	 
	 Adam Opel GmbH
	  	Germany	  	 	91.3	% 
	 Chevrolet Sales (Thailand) Ltd.
	  	Thailand	  	 	35	% 
	 Controladora General Motors, S.A. de C.V.
	  	Mexico	  	 	35	% 
	 General Motors Asia Pacific (Japan) Limited
	  	Japan	  	 	35	% 
	 General Motors Automobiles Philippines Inc.
	  	Philippines	  	 	35	% 
	 General Motors Automotive Holdings S.L.
	  	Spain	  	 	35	% 
	 General Motors Colmotores S.A.
	  	Colombia	  	 	27.33	% 
	 General Motors de Argentina S.r.l.
	  	Argentina	  	 	95.39	% 
	 General Motors del Ecuador S.A.
	  	Ecuador	  	 	35	% 
	 General Motors Inversiones Santiago Ltda.
	  	Chile	  	 	35	% 
	 General Motors Israel
	  	Israel	  	 	35	% 
	 GM AutoWorld Korea Co., Ltd.
	  	South Korea	  	 	35	% 
	 General Motors of Canada Limited
	  	Canada	  	 	35	% 
	 General Motors Powertrain (Thailand) Limited
	  	Thailand	  	 	34.9996	% 
	 General Motors Southeast Asia Operations Limited
	  	Thailand	  	 	34.994	% 
	 General Motors Taiwan Ltd.
	  	Taiwan	  	 	35	% 









 CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS 

COMPANY PURSUANT TO THE FREEDOM OF INFORMATION ACT 

 


							
	General Motors Uruguay S.A.	  	Uruguay	  	 	35	% 
	 Holden New Zealand Ltd.
	  	New Zealand	  	 	35	% 
	 Omnibus BB Transportes S.A.
	  	Ecuador	  	 	11.09	% 
	 P.T. GM Indonesia
	  	Indonesia	  	 	35	%