Letter Agreement regarding Series A Purchase



  
 Exhibit 10.42

  

					
	



	  	 DEPARTMENT OF THE TREASURY
 WASHINGTON, D.C. 20220
	  	
			
		  	October 27, 2010	  	

 General Motors Company 
 767 Fifth Avenue, 14th Floor 
 New York, NY 10153 
 Facsimile: 212-418-3630 
 Dear Mr. Daniel Ammann: 

This letter (the “Letter Agreement”) sets forth our agreement with General Motors Company (the
“Company”) with respect to the proposal made by the company to repurchase its Series A Fixed Rate Cumulative Perpetual Preferred Stock, $0.01 par value (the “Series A Preferred Stock”), dated September 21, 2010, as
amended on October 1, 2010 (the “Repurchase Offer”), to holders of the Series A Preferred Stock including The United Stares Department of the Treasury (“Treasury”). 

1. Treasury agrees to sell all (but not part) of the shares of Series A Preferred Stock it holds to the Company on the terms and
conditions set forth in the Repurchase Offer. 
 2. This Letter Agreement shall be governed by the laws of the State of New York
without giving effect to the conflict of law provisions thereof. 
 3. This Letter Agreement shall expire sixty (60) days from
the date hereof (the “Expiration Date”), provided however that Treasury may, at its sole discretion, agree to extend the expiration of this Letter Agreement upon written notice to the Company sent prior to the Expiration Date.

 4. This Letter Agreement may be signed in multiple counterparts, each of which shall be deemed an original and all of which
together shall constitute one and the same instrument. 







  
 
			
	 Sincerely,
  

THE UNITED STATES DEPARTMENT OF THE TREASURY

		
	By:	 	/s/ Timothy G. Massad



			
	Name:	 	Timothy G. Massad
	Title:	 	Acting Assistant Secretary for Financial Stability



Accepted and Agreed: 
 General Motors Company

  

			
	By:	 	/s/ Daniel Ammann


			
	Name:	 	Daniel Ammann
	Title:	 	Vice President Finance and Treasurer

  

 
  
  

 
  
  

 
  
  

[SIGNATURE PAGE TO PREFERRED STOCK REPURCHASE LETTER AGREEMENT] 







  

 

 

 Daniel Ammann 
 Vice President Finance & Treasurer 
 October 1, 2010 

The United States Department of Treasury 

Office of Financial Stability 
 Attn:
Mr. David Miller 
 Chief Investment Officer 
 1500 Pennsylvania Avenue 
 Washington, D.C. 20220 

Ladies and Gentlemen: 
 General Motors Company
(“GM” or “we”) is modifying its letter to you dated September 21, 2010 (the “September 21 Letter”), a copy of which is attached, in which we offered to purchase up to 200 million shares of our Series A Stock.
We now offer to purchase Series A Preferred at a price per share of $25.50, which is equal to 102% of the Liquidation Amount. (All capitalized terms not defined in this letter are used as defined in the September 21 Letter.) 

Our offer set forth in the September 21 Letter as modified by this letter will be withdrawn if we do not receive your written response by mail or
electronic transmission (including e-mail) prior to 5:00 p.m., Eastern Daylight Time, on October 4, 2010. 
 The terms and conditions set
forth in the September 21 Letter are otherwise unchanged. 
 [End of page] 

General Motors Building, 767 Fifth Avenue, 14th Floor, New York, New York 10153 







  
 October 1, 2010 

Page 2 
  
 The September 21 Letter provides information about where to send your response. 
 Very truly
yours, 
  

			
	 GENERAL MOTORS COMPANY

		
	 By:
	 	/s/ Daniel Ammann
		 	Daniel Ammann
		 	Vice President Finance and Treasurer

 Enclosure

 We are willing to sell up to              shares of Series A Preferred to you on
the terms set forth in this letter. 
  

							
		 		 	United States Department of Treasury
				
	  
	 		 	By:	 	  

	Date:	 		 	Signature








  

 

 

 Daniel Ammann 
 Vice President Finance & Treasurer 
 September 21, 2010 

The United States Department of Treasury 

Office of Financial Stability 
 Attn:
Mr. Herbert M. Allison, Jr. 
 Assistant Secretary for Financial Stability and Counselor to the Secretary 

1500 Pennsylvania Avenue 
 Washington, D.C. 20220

 Ladies and Gentlemen: 
 General
Motors Company (“GM” or the “Company”) is offering to purchase its Series A Fixed Rate Cumulative Perpetual Preferred Stock, $0.01 par value (the “Series A Preferred”), at a price per share of $25, which is equal to the
Liquidation Amount, from all of the record owners of Series A Preferred (the “Series A Holders”). (All capitalized terms not defined in this letter are used as defined in the Certificate of Designation of the Series A Preferred.)

 This offer is conditioned on (1) the closing of a revolving credit facility available to the Company or its subsidiaries in an aggregate
principal amount of not less than $5 billion and (2) the closing of an initial public offering of the Company’s Common Stock, $0.01 par value. We intend to consummate our purchase of the Series A Preferred on the first Dividend Payment
Date that occurs after both conditions have been satisfied. 
 At the closing of the purchase of the Series A Preferred (the
“Closing”), you will receive cash equal to: (1) the purchase price for the Series A Preferred we purchase from you and (2) the Dividend payable on such shares in respect of the Dividend Period that ends on the day before the
Closing. 
 [End of page] 
 General Motors Building, 767 Fifth Avenue, 14th Floor, New York, New York 10153 







  
 September 21, 2010

 Page 2 
  
 We intend to purchase a total of 200 million shares of Series A Preferred. If you wish to accept this offer, please indicate below how many shares of Series A Preferred you are willing to sell (your
“Proffered Shares”). If the aggregate number of shares of Proffered Shares from all Series A Holders is 200 million or less, we will purchase all Proffered Shares; if the total number of Proffered Shares is more than 200 million
shares, we will purchase, on a pro rata basis, 200 million shares of Series A Preferred based on the number of Proffered Shares from each Series A Holder (which may exceed 200 million in the case of the UAW Retiree Medical Benefits Trust).

 Our offer will be withdrawn if we do not receive your written response by mail or electronic transmission (including e-mail) prior to 5:00
p.m., Eastern Daylight Time, on October 1, 2010. 
 Please send your response to: 
 Mr. Daniel Ammann 
 Vice President Finance and Treasurer, General Motors 

767 Fifth Avenue 
 14th Floor 
 New York, NY 10153 
 daniel.ammann@gm.com 
 Phone: 212-418-3500 
 Facsimile: 212-418-3630 

We will inform you about the number of shares of Series A Preferred that we will purchase from you and the timing of the Closing subsequently.

 Very truly yours, 
  

			
	 GENERAL MOTORS COMPANY

		
	 By:
	 	/s/ Daniel Ammann
		 	Daniel Ammann
		 	Vice President Finance and Treasurer

 We are willing to
sell up to              shares of Series A Preferred to you on the terms set forth in this letter. 
  

							
		 		 	United States Department of the Treasury
				
	  
	 		 	By:	 	  

	Date:	 		 	Signature