ALL DEPOSITORIES, NOMINEES, BROKERS AND OTHERS: PLEASE FACILITATE THE TRANSMISSION OF THIS NOTICE TO ALL BENEFICIAL OWNERS. NOTICE TO HOLDERS OF

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Everett Harvey
5 years ago
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1 WILMINGTON TRUST Wilmington Trust Company Rodney Square North 1100 North Market Street Wilmington, DE ALL DEPOSITORIES, NOMINEES, BROKERS AND OTHERS: PLEASE FACILITATE THE TRANSMISSION OF THIS NOTICE TO ALL BENEFICIAL OWNERS. NOTICE TO HOLDERS OF MOTORS LIQUIDATION COMPANY (f/k/a GENERAL MOTORS COMPANY) 7.25% Quarterly Interest Bonds due April 15, 2041(CUSIP No ) 7.25% Senior July 15, 2041 (CUSIP No ) 7.375% Senior October 1, 2051 (CUSIP No ) 7.25% Senior February 15, 2052 (CUSIP No ) 4.50% Series A Convertible Senior due March 6, 2032 (CUSIP No ) 5.25% Series B Convertible Senior due March 6, 2032 (CUSIP No ) 7.375% Senior May 15, 2048 (CUSIP No ) 6.25% Series C Convertible Senior due July 15, 2033 (CUSIP No ) 7.50% Senior July 1, 2044 (CUSIP No ) 1.50% Series D Convertible Senior due June 1, 2009 (CUSIP No ) 1 July 27, 2011 Reference is made (i) to the Indenture dated as of December 7, 1995, as amended from time to time (the Indenture ), between Motors Liquidation Company (formerly known as General Motors Corporation) (the Company ) and Wilmington Trust Company, in its capacity as successor indenture trustee to Citibank, N.A. (the Indenture Trustee ), pursuant to which the above-described notes and debentures (collectively, the Notes ) were issued and (ii) to the Second Amended Joint Chapter 11 Plan dated as of March 18, 2011 of the Company and certain of its affiliates, which was confirmed by an order of the Bankruptcy Court for the Southern District of New York entered on March 29, 2011 (as so confirmed, the Plan ) and which became effective on March 31, 2011 (the Effective Date ). 2 Capitalized terms used but not defined herein have the meanings ascribed to them in the Plan. 1 The CUSIP numbers appearing herein have been included solely for the convenience of Holders. Wilmington Trust Company assumes no responsibility for the selection or use of such numbers and makes no representations as to the correctness of the CUSIP numbers appearing herein. 2 Information on the bankruptcy proceedings, including a copy of the Plan, can be found at: The Issuer's website URL is: Information can also be found on the website for the Official Committee of Unsecured Creditors for Motors Liquidation [Footnote continued on next page]

2 Wilmington Trust Company, as Indenture Trustee, hereby informs you that, pursuant and subject to the terms of the Plan and the GUC Trust Agreement referred to therein, a distribution (the July 2011 Distribution ) of Stock and (collectively, the Securities ) is anticipated to be made on or about the date hereof to those persons ( Holders ) who were holders of beneficial interests in the Notes who received the initial distribution (the Initial Distribution ) of Securities on April 21, The amounts of Securities to be allocated in the July 2011 Distribution, per $1,000 of principal amount of Notes held at the time of the Initial Distribution, is set forth on Exhibit A hereto. 4 The terms of the Initial Distribution were previously described in the notice issued by the Indenture Trustee on April 21, 2011 (the Prior Notice ). As described in the Prior Notice, the July 2011 Distribution will be made through escrow positions established by The Depository Trust Company for the purposes of making such distributions. Except as set forth in the Plan, the Indenture ceased to be of further force and effect on the Effective Date, and Wilmington Trust Company has no further obligations as Indenture Trustee thereunder except as set forth in the Plan. Wilmington Trust Company has prepared this communication in its capacity as Indenture Trustee, based upon information supplied to it without independent investigation. You should not rely on Wilmington Trust Company as your sole source of information. Wilmington Trust Company makes no recommendations and gives no investment or legal advice herein, and Holders are urged to consult with their own advisors concerning the Notes and the Plan, including tax advisors concerning the tax treatment of any distributions thereunder. Should any holder of Notes have any questions regarding this Notice, please contact Wilmington Trust Company as follows: [Footnote continued from previous page] Company at: and on the Indenture Trustee s website at 3 On July 6, 2011, the United States Bankruptcy Court for the Southern District of New York entered an order which, in part, amended the agreement governing the Motors Liquidation Company GUC Trust to establish appropriate mechanics for the issuance of non-transferable units representing contingent beneficial interests in the Motors Liquidation Company GUC Trust. As a result, on behalf of each series of Notes, The Depository Trust Company (or its nominee) has been credited on the books and records of the Motors Liquidation Company GUC Trust only, with a number of such units. As required under the Plan, the units will be so credited at the ratio of one unit for each $1,000 in amount of Allowed General Unsecured Claims (within the meaning of the Plan). In connection with the July 2011 Distribution, no holder will receive any units by way of credit to their accounts through DTC or otherwise as the units are non-transferable and are not certificated. A copy of this amendment to the trust agreement is available at the Motors Liquidation Company GUC Trust website at 4 The actual number of Securities distributed on account of an entire series of Notes are subject to rounding as provided in Section 5.6 of the Plan, and no fractional Securities will be distributed. Each holder s allocated amount may vary slightly due to rounding. 2

3 Wilmington Trust Company Rodney Square North 1110 North Market Street Wilmington, Delaware, Phone No.: (866) Fax No.: (302) Wilmington Trust may conclude that a specific response to particular inquiries from individual Holders is not consistent with equal and full dissemination to all Holders. Very Truly Yours, Wilmington Trust Company, as Indenture Trustee 3

4 EXHIBIT A MOTORS LIQUIDATION COMPANY (f/k/a GENERAL MOTORS CORPORATION) July 2011 Distribution Amount of Securities Allocable per Unit of Notes 5 Description of Notes 7.25% Quarterly Interest Bonds due April, 15, % Senior July 15, % Senior October 1, % Senior February 15, % Series A due March 6, 2032 CUSIP Number 6 Principal Amount Outstanding at Initial Distribution Shares of New GM Stock (CUSIP 37045V100) 6 of $10.00 per 37045V118) 6 of $18.33 per 37045V126) $23,000, $28,750, $27,600, $35,000, $1,576, The actual number of Securities distributed on account of an entire series of Notes are subject to rounding as provided in Section 5.6 of the Plan, and no fractional Securities will be distributed. Each holder s allocated amount may vary slightly due to rounding. 6 The CUSIP numbers appearing herein have been included solely for the convenience of Holders. Wilmington Trust Company assumes no responsibility for the selection or use of such numbers and makes no representations as to the correctness of the CUSIP numbers appearing herein.

5 Amount of Securities Allocable per Unit of Notes 5 Description of Notes 5.25% Series B due March 6, % Senior May 15, % Series C due July 15, % Senior July 1, %Series D due June 1, 2009 CUSIP Number 6 Principal Amount Outstanding at Initial Distribution Shares of New GM Stock (CUSIP 37045V100) 6 of $10.00 per 37045V118) 6 of $18.33 per 37045V126) $104,000, $44,600, $172,000, $28,800, $40,064,

ALL DEPOSITORIES, NOMINEES, BROKERS AND OTHERS: PLEASE FACILITATE THE TRANSMISSION OF T 'il S NOTICE TO ALL BENEFICIAL OWNERS.

WILMINGTON TRUST Wilmington Trust Company Rodney Square North 1 loo North Market Street Wilmington, DE l989ooool ALL DEPOSITORIES, NOMINEES, BROKERS AND OTHERS: PLEASE FACILITATE THE TRANSMISSION OF T