GM 60-Day Satisfaction Guarantee: The Fine Print

60 Day Satisfaction Guarantee Dealer Participation Agreement

On Monday, September 14, 2009, GM will begin to offer a national 60 Day Satisfaction Guarantee program to eligible customers. The Program will be announced initially through November 30, 2009. As a dealer, your full participation in this program is absolutely critical to the Program’s success. The terms and conditions of your participation in the program are fully explained below. We urge you to participate in this exciting Program designed to help drive traffic and build confidence in you and in your products. Starting on September 11, 2009, dealers can go to www.gmprograminfo.com to opt-out of this program. Click on the “GM 60 Day Guarantee Program” button, and then click on the “I Decline Participation” button at the bottom of the page. If you do not opt out of this Program by the close of business Tuesday September 15, 2009, you are participating under the terms and conditions described below.

Each participating dealer agrees to the following terms and conditions.

1. Program Documentation. The Program is fully described in a set of Customer Terms and Conditions available to you at www.gmprograminfo.com. As a participant in this Program, you agree to provide to each consumer, prior to the sale or delivery of an eligible vehicle, a copy the Customer Terms and Conditions. Delivery of these Customer Terms and Conditions prior to a sale of the vehicle is a critical aspect of your participation. Each and every customer must be offered a free and clear opportunity to take advantage of the 60 Day Satisfaction Guarantee.

2. Cash Back Alternative. Each eligible customer will also be offered the opportunity to select a $500 cash back alternative, in lieu of the 60 Day Satisfaction Guarantee. The customer will therefore have 2 options under this Program: (a) participation in the right to return the vehicle under the 60 Day Satisfaction Guarantee, or (b) $500 cash back. You agree to fully explain these choices to the customer, and to allow the customer to select the option they desire. You must explain both choices and leave the decision to the customer. Dealers who choose not to participate in the 60 Day Satisfaction Guarantee will not be able to offer the cash back alternative to their customers.

3. Buyback Price and Acknowledgement Form. Buyback Price means the actual price the customer paid to you for the eligible vehicleitself (after any rebates, discounts, employee discounts, or supplier discounts) plus applicable sales taxes you actually paid. Prior to the delivery of the vehicle, you agree to prepare and explain to each customer who chooses the 60 Day Satisfaction Guarantee, an Acknowledgement Form, which will help the customer understand the Buyback Price that will apply if they later choose to return the vehicle. You must ensure that the customer and an authorized representative of your dealership both sign the Acknowledgement Form. You must deliver a copy of the Acknowledgement Form to the customer and retain another copy in the deal jacket. You must also email a scanned copy of the Acknowledgement Form to CFI at redemption@cynosurefinancial.com. The Buyback Price is after any applicable cash rebates or incentives and is intended to pay the customer only for the factory-equipped vehicle they purchased, plus any applicable sales tax they paid. Nothing else is included. The Buyback Price does not include the costs of any taxes (other than sales taxes), licensing, titling or registration fees, insurance, dealer installed accessories, aftermarket products or add-on equipment (other than factory options ordered with the vehicle), dealer fees of any kind, extended warranties or service contracts, finance charges, any negative equity (the amount by which a loan on a trade-in vehicle exceeds the dealer’s purchase price for the trade-in) or any other expenses incurred by the Buyer in relation to taking delivery of the Eligible Vehicle.

4. Limit on Price. In cases where the customer chooses the 60 Day Satisfaction Guarantee, you agree that the retail price for the vehicle itself, excluding the items described above, and therefore the Buyback Price will not exceed the Manufacturer’s Suggested Retail Price of the eligible vehicle plus sales tax.

5. Discounted Sales. For Vehicles Purchased under the GM New Vehicle Purchase Program (GMS) or the GM Supplier Vehicle Purchase Program (GSU), the Buyback Price is the GMS or GSU price listed on the Customer-Dealer Agreement Sheet (after any applicable cash rebates or incentives), plus sales taxes. Other items as listed above in paragraph 3 are not covered.

6. Return of Vehicle. As a condition of your participation, you agree to repurchase and accept delivery of and title to any vehicle returned by a customer under the 60 Day Satisfaction Guarantee which meets the Customer Terms and Conditions and to pay the customer the Buyback Price in accordance with the Terms and Conditions of the 60 Day Satisfaction Guarantee and the Acknowledgement Form executed when the vehicle was delivered to the customer. You may not resell the returned vehicle to the customer or any member of the customer’s household. You also may not resell the customer a vehicle he/she previously traded in when they bought the eligible vehicle.

7. Claims and Compensation to Dealer. The administrator of this program is cynosure Financial, Inc. (“CFI”). Upon submission to CFI of completed claim forms from you, and fulfillment of the conditions below, CFI on behalf of GM will pay to you an amount equal to the Buyback Price for the vehicle less:

a. On a 2009 model, sixty seven percent (67%) or on a 2010 model seventy four percent (74%) of the vehicle MSRP for each eligible vehicle returned under the Terms and Conditions of the 60 Day Satisfaction Guarantee;

b. Sales tax; and

c. $1,000 (which will be payable upon delivery of the returned vehicle to a subsequent purchaser as described in paragraph 8 below).

The resale of the returned used vehicle to another purchaser, and any related loss or expense, is solely your responsibility. The terms and conditions applicable to your receipt of the initial payment are:

i. You must pay off any lien on the vehicle;

ii. You must provide a copy of an appraisal from an approved appraiser to CFI; and

iii. You must provide any other documentation reasonably requested by GM or CFI to verify that the vehicle is eligible for the 60 Day Satisfaction Guarantee.

8. Disclosure to Subsequent Purchaser. Upon the return of an eligible vehicle under the 60 Day Satisfaction Guarantee, and submission of a claim to CFI, Morley, Inc. will contact you with information about any title requirements and disclosures to subsequent purchasers in your state. Upon submission to Morley of documentation demonstrating that appropriate title requirements have been met and appropriate disclosures were made to any subsequent purchaser, CFI on behalf of GM will pay you an additional one thousand dollars ($1,000.00). You are responsible for ensuring that all disclosures to subsequent purchasers comply with all applicable laws and regulations and that appropriate title requirements are met for vehicles returned under the 60 Day Satisfaction Guarantee.

9. Program Administration. The Program is administered by CFI. You agree to cooperate with CFI in the implementation of the Program in regard to each of the following:

a. Scheduling appraisal appointments for returned vehicles;

b. Processing vehicle returns

c. Providing supporting documents, including an executed Acknowledgement Form

d. Assisting in paying off any lien on a returned vehicle

10. Sales Tax. You are responsible for obtaining a refund, if applicable, from any state and local taxing authorities if you so choose.