GM Vehicle Buyback Policy – For Bankrupt Dealers

DATE: March 3, 2009 GM 09-03

TO: All General Motors Dealers & Saturn Retailers

FROM: Jim Bunnell, Executive Director, NA Vehicle Sales, Service & Marketing

SUBJECT: Vehicle Buyback Policy

…This letter also communicates GM’s policies for the repurchase of light and medium duty new vehicle inventory (herein after motor vehicles) upon the termination of a GM Dealer or Saturn Retailer (herein after “Dealer”) when there is no replacement Dealer. GM’s repurchase obligations are outlined in Article 15 of the General Motors Dealer Sales & Service Agreement and Article 21 of the Saturn Retailer Agreement (herein after “Dealer Agreement”). This bulletin provides the specific definition of “current model year” as referenced in the Dealer Agreement and outlines specific procedures for vehicle repurchases under both Articles. This letter does not replace, modify or alter the terms of the Dealer Agreement, and implementation of these policies is subject to applicable law.

GM’s policies applicable to vehicle repurchases are provided below:

* GM will repurchase new, unused, undamaged, and unaltered motor vehicles of the current model year purchased by Dealer from General Motors

* GM will repurchase new, unused, undamaged, and unaltered motor vehicles of the previous model year purchased by Dealer from General Motors if purchased within 120 days before the effective date of termination. (Does not apply to Saturn vehicles because the Saturn Retailer Agreement provides for repurchase of qualified “current” model year vehicles only)

* New motor vehicles are defined as unused, unaltered, and undamaged vehicles that have 300 or less odometer miles at the time of inspection.

* Vehicles “not” eligible for repurchase:

Vehicles with damage that is either in excess of $200, or that which requires disclosure under state law (whether the damage has been repaired or not)

Demonstrators

Driver Training vehicles

Special event vehicles

Vehicles that have been upfitted or modified, including the installation of non-GM accessories

Vehicles acquired from other GM dealers (dealer trades)

* Vehicles will be repurchased at prices equal to the net prices and charges that were paid to General Motors.

* Dealer is responsible for delivering the eligible vehicles to a destination determined by GM that is paved, lighted, provides 24 hour security, and is in reasonable proximity to the dealership premises (preferably a GM Auction Site). Vehicles will be inspected at this location, and therefore must be clean so as to allow for visual inspection.

* Payment will be made by GM as soon as practical following inspection. See Article 15.2.3 of the Dealer Agreement for further details.

Questions regarding the matters covered in this letter should be directed to your Zone Manager.