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 1.1Assignment. 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 1.2Payments. 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 1.3Release. From and after the Assumption Effective Date, Assignor shall be released from its Obligations as the Issuer under the Note Agreement and the other Secured Note Documents, to repay the principal of, or to pay interest, fees and other amounts with respect to the Obligations under the Note Agreement and the other Secured Note Documents. For the avoidance of doubt, nothing herein shall release, or shall be construed to release, the Assignor from its obligations under the Amended and Restated Guaranty and Collateral Agreement, dated as of the date hereof, made by the Assignee, the Assignor and certain of the Assignee’s other Subsidiaries in favor of the Noteholder (the “Security Agreement”), and such obligations shall continue in full force and effect in accordance with the terms thereof.
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Section 1.4Intentionally Omitted.
Section 1.5Guarantors. 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 2.1Amendments to Section 1.1 of the Note Agreement (Definitions). Section 1.1 of the Note Agreement is hereby amended by:
(i) deleting therefrom the definition of “Additional Secured Indebtedness” in its entirety and replacing it with the following:
““Additional Secured Indebtedness”: as of any date of determination, principal amount of secured (including on a first-priority basis) Indebtedness (other than Indebtedness described in clauses (a) through (r) (inclusive) and (u) of the definition of “Permitted Indebtedness”) of the Covered Group Members and Holdco in an aggregate amount in excess of $6,000,000,000 (including, without limitation, Structured Financing), provided that, (i) on the date such Indebtedness is incurred, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00 after giving pro forma effect to the incurrence of such Indebtedness, (ii) a portion of the Net Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to prepay the Notes in accordance with Section 2.5(a), (iii) the aggregate amount of commitments under revolving credit facilities, if any, together with any revolving credit facilities constituting Excluded Secured Indebtedness, shall not exceed $4,000,000,000, (iv) with respect to any revolving credit facility, the amount of Indebtedness thereunder for the purpose of determining compliance with clauses (i) and (iii) of this definition shall equal the commitment thereunder and (v) if any Issuer Party is an obligor or guarantor under such Indebtedness, the lenders party thereto (or an agent on behalf of such lenders) shall have executed and delivered an intercreditor agreement in form and substance reasonably satisfactory to the Approving Party. Such intercreditor agreement shall preserve the relationship in the Intercreditor Agreement between the Treasury and the Noteholder (including the terms of Section 2.4 of the Intercreditor Agreement) and may take the form of an amendment, restatement, modification or supplement to the Intercreditor Agreement.
(ii) deleting therefrom the definition of “Asset Sale” in its entirety and replacing it with the following:
““Asset Sale”: any Disposition of property or series of related Dispositions of property occurring contemporaneously (other than any Excluded Disposition) that yields gross proceeds to any Covered Group Member (valued at the initial principal amount thereof in the case of non cash proceeds consisting of notes or other debt securities and valued at fair market value in the case of other non cash proceeds) in excess of (i) $25,000,000 if received by a Covered Group Member that is a Foreign Subsidiary, or (ii) $15,000,000 if received by a
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Covered Group Member that is not a Foreign Subsidiary. The term “Asset Sale” shall include any issuance of Capital Stock of any Covered Group Member other than the Issuer but shall not include any Excluded Dispositions and any event that constitutes a Recovery Event.
(iii) deleting therefrom the definition of “Change of Control” in its entirety and replacing it with the following:
““Change of Control”: (a) the acquisition, after the Original Effective Date, by any Person, or two or more Persons acting in concert other than the Permitted Holders, the Noteholders, the Canadian Lender, the Treasury or any of their Affiliates, of the direct or indirect beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act) of outstanding shares of voting stock of Holdco, if after giving effect to such acquisition such Person or Persons shall, directly or indirectly, own 20% or more of such outstanding voting stock of Holdco, or (b) the Issuer ceasing to be a Wholly Owned Subsidiary of Holdco.”
(iv) deleting from the definition of “Collateral Documents” therein the words “the Equity Pledge Agreement,”;
(v) inserting at the end of the definition of “Consolidated Leverage Ratio” the following sentence: “Solely for the purposes of the definitions of “Additional Secured Indebtedness”, “Excluded Secured Indebtedness”, “Permitted Unsecured Indebtedness” and Section 6.5, the Consolidated Leverage Ratio shall be calculated with reference to Holdco together with the Issuer and its Subsidiaries.”
(vi) deleting therefrom the definition of “Excluded Secured Indebtedness” in its entirety and replacing it with the following:
““Excluded Secured Indebtedness”: secured (including on a first-priority basis) Indebtedness (other than Indebtedness described in clauses (a) through (r) (inclusive) and (u) of the definition of “Permitted Indebtedness”) of the Covered Group Members and Holdco in an aggregate amount not exceeding $6,000,000,000 comprised of term loan and/or revolving credit loan facilities (including without limitation Structured Financing), provided that, (i) the aggregate amount of commitments under the revolving credit facilities, if any, together with any revolving credit facilities constituting Additional Secured Indebtedness, shall not exceed $4,000,000,000, (ii) with respect to any revolving credit facility, the amount of Indebtedness thereunder for the purpose of determining compliance with clause (i) of this definition shall equal the commitment thereunder and (iii) if any Issuer Party is an obligor or guarantor under such Indebtedness, the lenders party thereto (or an agent on behalf of such lenders) shall have executed and delivered an intercreditor agreement in form and substance reasonably satisfactory to the Approving Party. Such intercreditor agreement shall preserve the relationship in the Intercreditor Agreement between the Treasury and the Noteholder (including the terms of Section 2.4 of the Intercreditor Agreement) and may take the form of an amendment, restatement, modification or supplement to the Intercreditor Agreement.
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(vii) deleting therefrom the definition of “Guaranty” in its entirety and replacing the same with the following:
““Guaranty”: the Amended and Restated Guaranty and Collateral Agreement dated as of October 19, 2009, made by the Issuer and the Guarantors in favor of the Noteholder.”.
(viii) deleting therefrom the definition of “Permitted Unsecured Indebtedness” in its entirety and replacing the same with the following:
““Permitted Unsecured Indebtedness”: unsecured Indebtedness of the Covered Group Members and Holdco other than unsecured Indebtedness described in clauses (a) through (r) inclusive and (u) of the definition of “Permitted Indebtedness”,provided that, (i) in the event that such unsecured Indebtedness, when aggregated with all other Permitted Unsecured Indebtedness of the Covered Group Members and Holdco then outstanding or to be issued or incurred simultaneously with such unsecured Indebtedness, exceeds $1,000,000,000, then on the date such Indebtedness is incurred, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00 after giving pro forma effect to the incurrence of such Indebtedness, (ii) with respect to any revolving credit facility, the amount of Indebtedness for the purpose of determining compliance with clause (i) of this definition shall equal the related commitment thereunder and (iii) a portion of the Net Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to prepay the Notes in accordance with Section 2.5(a).”
(ix) inserting therein in appropriate alphabetical order the following new definitions:
““GMLLC”: General Motors LLC, a Delaware limited liability company (successor-by-conversion to, and formerly known as, General Motors Company, a Delaware corporation).”;
““Holdco”: General Motors Company, a Delaware corporation (formerly known as General Motors Holding Company) or any Replacement Holdco.”; and
““Replacement Holdco”: as defined in Section 6.1.”.
Section 2.2Amendment 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:
“3.15Issuer 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 2.3Amendments to Sections 5.1(f) and 5.1(g) of the Note Agreement (Financial Statements). Sections 5.1(f) and 5.1 (g) of the Note Agreement are hereby deleted in their entirety and replaced with the following:
“(f) (i) as soon as available, but in any event within 90 days after the end of each fiscal year of Holdco, a copy of the audited Consolidated balance sheet of Holdco and its
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Consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of income and of cash flows for such year, setting forth in each case in comparative form the figures as of the end of and for the previous year, reported on by Deloitte & Touche LLP or other independent certified public accountants of nationally recognized standing;
(ii) as soon as available, but in any event not later than 45 days after the end of the third fiscal quarter of the Issuer’s fiscal year 2009, the unaudited Consolidated balance sheet of GMLLC and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer or GMLLC as being fairly stated in all material respects (subject to the absence of footnotes and to normal year-end audit adjustments); and
(iii) as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of each fiscal year of Holdco, commencing with the first quarterly period of Holdco’s 2010 fiscal year, the unaudited Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of such quarter and the related unaudited Consolidated statements of income and of cash flows for such quarter and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the figures as of the end of and for the corresponding period in the previous year, certified by a Responsible Officer of Holdco as being fairly stated in all material respects (subject to the absence of footnotes and to normal year-end audit adjustments);
all such financial statements shall be complete and correct in all material respects and be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein and with prior periods (except as approved by such accountants or officer, as the case may be, and disclosed therein);provided, that with respect to the GMLLC’s quarterly financial statements to be provided for the third fiscal quarter of 2009, such financial statements shall be provided on a modified basis within the time frame set forth in clause (ii) above, with GAAP-compliant versions of such financial statements to be provided at the same time as the audited financial statements for fiscal year 2009 described in clause (i) above; and
(g) to the extent that Holdco prepares quarterly or annual reports as to the Consolidated balance sheet of Holdco and its Consolidated Subsidiaries as at the end of the related quarter or fiscal year (as the case may be) and the related Consolidated statements of income and of cash flows for such quarter or fiscal year (as applicable) that set forth in comparison form the figures as of the end of and for the corresponding period in the previous fiscal year (such figures for the year ending December 31, 2009 adjusted to reflect the Related Transactions), the Issuer shall promptly furnish copies of such reports to the Initial Noteholder.”.
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Section 2.4Amendment 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:
“5.23Additional 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 2.5Amendment 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:
“6.1Prohibition on Fundamental Changes; Disposition of Collateral. Neither Holdco nor any Covered Group Member shall, at any time, directly or indirectly, enter into any transaction of merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution), or Dispose of all or substantially all of its Property without the Approving Party’s prior consent,provided that, Holdco and any Covered Group Member may merge with, consolidate with, amalgamate with, or Dispose of all or substantially all of its Property to (and thereafter wind up or dissolve itself), any Person, subject to the following conditions: (i) in the case of any Covered Group Member, such action does not result in the material diminishment of the Collateral, taken as a whole, except in the case of Asset Sales subject to clause (ii) below, (ii) in the case of any such Disposition by a Covered Group Member, the Net Cash Proceeds thereof are applied in accordance with Section 2.5, and (iii) (A) in the case of a merger, consolidation or amalgamation with or into Holdco or the Issuer, Holdco or the Issuer (as the case may be) shall be the continuing or surviving entity or, in the event that Holdco or the Issuer (as the case may be) is not the continuing or surviving entity, or in the case of a Disposition of all or substantially all of Holdco’s or the Issuer’s Property to any other Person, (1) the continuing, surviving or acquiring entity (any of the foregoing, in the case of the Issuer, the “Replacement Issuer” and in the case of Holdco, “Replacement Holdco”) expressly assumes the obligations of Holdco or the Issuer (as applicable) under the Secured Note Documents and the UST Facility, (2) the Replacement Issuer or Replacement Holdco (as the case may be) is organized under the laws of a State in the United States, (3) the Replacement Issuer or Replacement Holdco (as the case may be) shall have delivered to the Noteholder such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Approving Party may reasonably request, each in form and substance satisfactory to the Approving Party in its sole discretion, and (B) in the case of a merger, consolidation or amalgamation with or into any Guarantor, such Guarantor shall be the continuing or surviving entity or, in the event that such Guarantor is not the continuing or surviving entity, (1) the continuing or surviving entity (a “Replacement Guarantor”) expressly assumes the obligations of such Guarantor under the Secured Note Documents and the UST Facility or promptly after the consummation of such transaction, the Replacement Guarantor shall become a Guarantor, (2) the Replacement Guarantor is organized under the laws of a State in the United States, and (3) the Replacement Guarantor shall have delivered to the Noteholder
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such assumption and joinder agreements and related documents and instruments, due diligence information, lien searches, consents, certificates, organizational documents and resolutions, legal opinions and waivers as the Approving Party may reasonably request, each in form and substance satisfactory to the Approving Party in its sole discretion.”
Section 2.6Amendment 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:
“6.5Restricted Payments. Neither Holdco nor any Covered Group Member shall, (i) declare or pay any dividend (other than dividends payable solely in common Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Holdco or any Covered Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdco or any Covered Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a “Restricted Payment”), other than the following payments or other actions (each of which shall be in addition to and not exclusive of any other such action):
(a) redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees;
(b) Restricted Payments by any Subsidiary (including an Excluded Subsidiary) to its direct parents or to the Issuer or any Guarantor that is a Wholly Owned Subsidiary;
(c) Restricted Payments by any JV Subsidiary required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Capital Stock, provided that, the Issuer and its Subsidiaries have received their pro rata portion of such Restricted Payments;
(d) Permitted Tax Distributions;
(e) Restricted Payments by the Issuer to Holdco, the proceeds of which are to be used by Holdco to pay (i) its operating expenses and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses) incurred in the ordinary course of business of Holdco, (ii) any payments in respect of the preferred Capital Stock of Holdco; (iii) reasonable and customary indemnification claims made by directors or officers of Holdco attributable to the ownership or operation of the Issuer and its Subsidiaries and (iv) any amount due and payable by the Issuer or any of its Subsidiaries that is permitted to be paid by the Issuer and its Subsidiaries under this Agreement;
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(f) Restricted Payments by the Issuer to Holdco and Restricted Payments by Holdco so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such payment and (ii) immediately prior to and after giving effect to such Restricted Payment, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00; and
(g) Holdco may make Restricted Payments in respect of preferred Capital Stock of Holdco to the holders thereof.”.
Section 2.7Amendment 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:
“6.8Negative 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 2.8Amendment 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 2.9Amendment 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 2.10Amendment 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 2.11Amendment 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 2.12Amendment 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 2.13Amendment to Schedule 3.15 to the Note Agreement (Subsidiaries). Schedule 3.15 to the Note Agreement is hereby deleted in its entirety and replaced with the Schedule 3.15 attached as Exhibit F hereto.
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Section 2.14Amendment 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 2.15Amendment 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 2.16Amendment 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 3.1Holdco Agreements. Holdco hereby acknowledges that it has received and reviewed an executed copy of the Note Agreement and hereby agrees to make (and hereby makes as of the date hereof) the representations and warranties, and to be bound by the covenants, agreements, consents, submissions, appointments and acknowledgments under the Note Agreement applicable to an Issuer Party thereunder, in each case as provided in this Article III. (And for the avoidance of doubt, the Assignee and each Guarantor hereby agree to the terms and provisions set forth in clause (iv) below.)
(i)Section 3 (Representations and Warranties). Holdco hereby represents to the Noteholder, with respect to itself, as of the Assumption Effective Date, each of the representations provided in the below listed subsections of Section 3 (Representations and Warranties) of the Note Agreement, and that such representations shall be subject to subsection 3.23 (Survival of Representations and Warranties) of the Note Agreement:
(A) 3.4 (No Breach);
(B) 3.5 (Action, Binding Obligations);
(C) 3.6 (Approvals);
(D) 3.8 (Investment Company Act); and
(E) 3.12 (True and Complete Disclosure), solely with respect to information furnished by or on behalf of Holdco and facts known to any Responsible Officer of Holdco;
(ii)Section 5 (Affirmative Covenants). Holdco hereby agrees to be bound by the terms of the following subsections of the Note Agreement to the same extent as such terms apply to the Issuer or any other Issuer Party thereunder:
(A) 5.1(f) and 5.1(g) (Financial Statements);
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(B) 5.2 (Notices; Reporting Requirements):
(1) 5.2(a) (Defaults), solely with respect to the occurrence of any Default or Event of Default or material event of default described therein with respect to Holdco;
(2) 5.2(h) (Compliance Certificate); and
(3) 5.4 (Payments) (solely to the extent applicable to Holdco and not to any Covered Group Member);
(iii) Section 6 (Negative Covenants). Holdco hereby agrees to be bound by the terms of the following subsections of the Note Agreement to the same extent as such terms apply to an Issuer Party thereunder:
(1) 6.1 (Prohibition on Fundamental Changes; Disposition of Collateral);
(2) 6.4 (Limitation on Liens);
(3) 6.5 (Restricted Payments);
(4) 6.9 (Indebtedness); and
(5) 6.16 (Clauses Restricting Subsidiary Distributions);
(iv) Section 7 (Events of Default). It is hereby agreed by Holdco, the Assignee and the Guarantors that each of the events specified in clauses (d) (solely with respect to breaches of applicable covenants contained in Section 6 of the Note Agreement) and agreed to by Holdco pursuant to clause (iii) above), (e), (f), (j), (n), (u) and (ee) of Section 7.1 of the Note Agreement with respect to Holdco shall constitute a Default or an Event of Default under the Note Agreement, as applicable, to the same extent that such events with respect to any Issuer Party constitute a Default or an Event of Default under such provisions of the Note Agreement, as applicable;
(v) Section 8 (Miscellaneous). Holdco hereby agrees that the terms of the following subsections of the Note Agreement shall apply to Holdco and Holdco’s agreements under this Article III to the same extent as such terms apply to the Issuer Parties and to the Issuer Parties’ obligations under the Note Agreement:
(1) 8.1 (Amendments and Waivers);
(2) 8.2 (Notices);
(3) 8.5 (Payment of Expenses), solely with respect to liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by an Indemnitee or asserted against any Indemnitee by any third party or by Holdco, the Assignee or any other Issuer Party arising out of, in connection with, or as a result of, the execution or delivery by Holdco
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of this Agreement and any other Secured Note Document or any agreement or instrument contemplated hereby or thereby, the performance by Holdco of its obligations hereunder or thereunder or the consummation of the transactions contemplated hereby or thereby and the reasonable fees and expenses of legal counsel in connection with claims, actions or proceedings by any Indemnitee against Holdco under this Agreement or any other Secured Note Document or any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by any third party or by Holdco, the Assignee or any other Issuer Party, and regardless of whether any Indemnitee is a party thereto (all of the foregoing, collectively, the “Holdco Indemnified Liabilities”), provided that Holdco shall have no obligation hereunder to any Indemnitee with respect to Holdco Indemnified Liabilities to the extent such Holdco Indemnified Liabilities resulted from the gross negligence or willful misconduct of, in each case as determined by a final and nonappealable decision of a court of competent jurisdiction, such Indemnitee, any of its affiliates or its or their respective officers, directors, partners, employees, agents or controlling persons (the Assignee hereby agreeing that the Assignee shall be liable for all Holdco Indemnified Liabilities to the extent that Holdco shall fail to pay or reimburse the same in accordance with the terms and provisions hereof);
(4) 8.6 (Successors and Assigns; Participations and Assignments), solely with respect to clause (a) thereof;
(5) 8.9 (Severability);
(6) 8.10 (Integration);
(7) 8.11 (Governing Law);
(8) 8.12 (Submission to Jurisdiction; Waivers);
(9) 8.13 (Acknowledgments);
(10) 8.15 (Confidentiality);
(11) 8.16 (Waivers of Jury Trial);
(12) 8.17 (USA PATRIOT Act); and
(13) 8.18 (Effect of Amendment and Restatement of Existing Note Agreement).
Section 3.2Limitation 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
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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 4.1Assignor 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 4.2Assignee 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 4.3Guarantor 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 4.4Holdco 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 5.1Conditions 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 6.1Noteholder 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 6.2Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of New York.
Section 6.3Counterparts. 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 6.4Limited 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 6.5Secured 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 onSchedule 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 onAnnex 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 | % |
