EXECUTION VERSION

$7,072,488,605

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

among

GENERAL MOTORS COMPANY,

as the Initial Borrower,

THE GUARANTORS

and

THE UNITED STATES DEPARTMENT OF THE TREASURY,

as the Lender

Dated as of August 12, 2009

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TABLE OF CONTENTS

SECTION I

DEFfNITIONS

1.1

1.2

1.3

Defined Tcnns 1

Other Definitional Provisions . .35

Conversion of Foreign Currencies .35

SECTION 2

AMOUNT AND TERMS OF LOANS

2.1 Loans................. . 36

2.2 [Intentionally Omitted] . .36

2.3 Repayment of Loans; Evidence of Debt . .36

2.4 Optional Prepayments .36

2.5 Mandatory Prepayments 36

2.6 Interest Rates and Payment Dates/Fee Payment DateslFees .40

2.7 Computation of Interest and Fees . .40

2.8 Inability to Detennine Interest Rate; Illegality 41

2.9 Treatment of Payments .41

2.10 lndelunity 42

2.11 [Intentionally Omitted] .42

2.12 Taxes . 42

2.13 Requirements of Law 44

SECTION 3

REPRESENTATIONS AND WARRANTIES

3.1 Existence.................................................................. . 45

3.2 Financial Condition............................................................................................. . .46

3.3 Litigation 46

3.4 No Breach 46

3.5 Action, Binding Obligations .46

3.6 Approvals 47

3.7 Taxes 47

3.8 Investment Company Act ..47

3.9 [Intentionally Omitted] 47

3.10 Chief Executive Orlicc; Chief Operating Office .47

3.1 I Location of Books and Records . .48

3.12 Tme and Complete Disclosure ..48

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3.13 ERJSA 48

3.14 Expense Policy .49

3.15 Subsidiaries .49

3.16 Capitalizalion .49

3.17 Fraudulenl Conveyance .49

3.18 USA PATRlOT Act .49

3.19 Embargoed Person 50

3.20 Use of Proceeds.......................................................... . 51

3.21 Representations Concerning the Collateral 51

3.22 Labor Matters 51

3.23 Survival of Representations and Warranties 52

3.24 [Intentionally Omitted] 52

3.25 Intellectual Property 52

3.26 JV Agreements 53

3.27 f1ntentionally Omitted] 53

3.28 Excluded Collateral 53

3.29 Mortgaged Real Property 53

3.30 No Change 53

3.31 Certain Documents 53

3.32 lnsurance 54

SECTION 4

CONDITIONS PRECEDENT; RESERVE FUNDS

4.1 Conditions to Effectiveness 54

4.2 Conditions to Withdrawal of Reserve Funds; Escrow Accounts 55

SECTION 5

AFFIRMATIVE COVENANTS

5.1 Financial Statelnents 57

5.2 Notices; Reporting Requirements............ . 59

5.3 Existence ...60

5.4 Payments ofObligations.......................... . 61

5.5 Use of Proceeds........................................ . 61

5.6 Maintenance of Property; l.nsurancc . 61

5.7 Further Identification of Collateml.......... . 62

5.8 Defense ofTille....................................... . 62

5.9 Preservation of Collateral......... . 62

5.10 [lntcntionally Olnilled] 62

5.11 Maintenance of Licenses 62

5.12 [lntenlionally Omitted] 62

5.13 OFAC............................. . 62

5.14 InvestTnent COlnpany 63

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5.15 Further Assurances 63

5.16 Executive Privileges and Compensation 63

5.17 Aircraft 64

5.18 Restrictions on Expenscs 65

5.19 Employ American Workcrs Act.. 65

5.20 Internal Controls; Rccordkeeping; Additional Reporting 65

5.21 Waivers 66

5.22 Modification of Canadian Facility Documents and VEBA Note Facility 67

5.23 Additional Guarantors 67

5.24 [Intentionally Omitted] 67

5.25 Lnspection of Property; Books and Records; Discussions 67

5.26 SEC Reporting Requircments 67

5.27 Vitality Commitment 68

5.28 Survival orTARP Covenants 68

5.29 [Intentionally Omittcd.l 69

5.30 Intellectual Property 69

5.31 Various Agrccmcnts..... . 69

5.32 Notice of Investments 69

SECTION 6

NEGATIVE COVENANTS

6.1 Prohibition on Fundamental Changes; Disposition of Collateral 69

6.2 [Intentionally Omitted] 70

6.3 [Intentionally Omitted] . 70

6.4 Limitation on Liens 70

6.5 Restricted Payments...................................................... . 70

6.6 Amendments to Transaction Documents . 71

6.7 [Intentionally Omitted] . 71

6.8 Negative Pledge............................................. . 71

6.9 Indebtedness........................................... . 71

6.10 [Intentionally Omitted] . 72

6.11 [Intentionally Omitted] . 72

6.12 Limitation on Sale or Assets 72

6.13 Restrictions on Pension Plans 72

6.14 [Intentionally Omitted] 72

6.15 [Intentionally Omitted] . 72

6.16 Clauses Restricting Subsidiary Distributions..................... . 72

6.17 [Intentionally Omilted] . 73

6.18 [Intentionally Omitted] . 73

6.19 [l.nlcntionally Omitted] 73

6.20 Conflict with Canadian Facility 73

6.21 [Intentionally Omitted] 73

6.22 Connict with VEBA Note Facility 73

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SECTION 7

EVENTS OF DEFAULT

7,1 Events of Default 74

7.2 Remedies upon Event of Default 78

SECTION 8

MISCELLA EOUS

8.1 Amendments and Waivers 78

8.2 Notices 79

8.3 0 Waiver; Cumulative Remedies __ 80

8.4 Survival of Representations and Warranties 80

8.5 Paynlcnt of Expenses 81

8.6 Successors and Assigns; Participations and Assignments 82

8.7 SCI-ofT 83

8.8 Counterparts 84

8.9 Severability 84

8.10 Integration 84

8.11 Govcrning Law 84

8.12 Submission to Jurisdiction; Waivers 84

8.13 Acknowledgments 85

8.14 Release ofGuarantees 85

8.15 Confidentiality 85

8.16 Waivers ofJury Trial 86

8.17 USA PATRIOT Acl.. 86

8.18 Effect of Amendment and Restatement of the Existing Credit Agreement 86

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ANNEXES:

I

II

SCHEDULES:

FornlofBudgCl

Business Plan

1.1 A Funding Office

1.1 B Guarantors

1.1 C Mortgaged Property

I. 1D Pledgors

1.1 E [Intentionally Omitted]

1.1 F [Intentionally Omitted]

1.1 G Certain Excluded Subsidiaries

3.3 Material Litigation

3.10 Chief Executive Orrice and Chief Operating Office

3.11 Location of Books and Records

3.15 Subsidiaries

3.16 Ownership ofCovered Group Members

3.21 Jurisdictions and Recording Offices

3.25 Intellectual Property

3.26 N Agreements

3.28 Excluded Collateral

EXHJBITS:

A

B-1

B-2

C

0-1

0-2

0-3

0-4

0-5

E

F

G

H

I

J

K

L

Foml of Amended and Restated Guaranty and Security Agreement

Fonn of Secretary's Certificate

Fonn ofOfliccr's Certificate

Fonn of Assignment and Assumption

Fonn of Waiver for the Loan Parties

Fonn of Waiver ofSEO to the Treasury

Form of Consent and Waiver ofSEO to Borrower

Fonn ofWaivcr of Senior Employee to the Treasury

Fonn of COilsent and Waiver of Senior Employee to Borrower

[Intentionally Omitted}

Fonn of Compliance Certificate

Form of Amended and Restated Note

Fonn of Reserve Notice

Fonn of Amended and Restated Environmental Agreement

Fonn of Mortgage

Fonn of Amended and Restated Intellectual Property Pledge Agreement

Fonn of Amended and Restated Equity Pledge Agreement

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SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

(this "Agreement"), dated as of August 12, 2009 (the "Effective Date") by and among

GENERAL MOTORS COMPANY, a Delaware corporation (the "Initial Borrower"), the

Guarantors (as defined below), and THE UNITED STATES DEPARTMENT OF THE

TREASURY, as the lender hereunder (the "Lender" or the "Treasury").

WHEREAS, the Borrower, the Guarantors and the Lender entered into the

$7,072,488,605 Secured Credit Agreement dated as of July 10, 2009 (the "Existing Credit

Agreement");

WHEREAS, pursuant to the Ictter agreement dated as of July 10, 2009 between

the Borrower and the Lender (as amended, the "Post~C1osing LeUcr"), the Borrower agreed to

amend and restate the Existing Credit Agreement for the purposes of expanding Sections 3, 5, 6

and 7 of the Existing Credit Agreement relating (0 representations and warranties, affinnative

covenants, negative covenants and Events of Default, respectively, to include and apply to each

Covered Group Member (as defined below) subject to certain exceptions, qualifications and

carve-outs as more particularly set forth herein (the "Expansion Requirement");

WHEREAS, the Borrower and the Lender are willing to amend and restate the

Existing Credit Agreement for the purposes of satisfying the Expansion Requirement and for

certain other purposes agreed between the Borrower and the Lender on the terms and subject to

the conditions set forth herein and in the other Loan Documents;

NOW, THEREFOR£, in consideration of the premises and mutual agreements

contained in the Post~Closing Letter and herein, the parties hereto agree that on the Effective

Date, as provided in Section 8.18, the Existing Credit Agreement shall be amended and restated

in its entirety as follows:

SECTION I

DEFINITIONS

1.1. Defined Terms. As used in this Agreement, the tenus listed in this

Section I I shall have the respective meanings set forth in this Section 1.1.

"1908 Holdings": 1908 Holdings Ltd., a Subsidiary ofGeneral Motors of Canada

Limited.

"ABR": for any day, a rate per annum (rounded upwards, if necessary, to the next

1/16 of I%) equal to the greatest of (a) the Prime Rate in effecl on such day, (b) the Federal

Funds EfTective Rate in effect on such day plus Y:1 of 1% and (c) the three month Eurodollar Rate

(for the avoidance of doubl after giving effeci to the provisos in the definition thereof) plus

1.00%; provided that, in the event the Lender shall have determined that adequate and reasonable

USAclive 16873804.16
means do not exist for ascertaining the calculation of clause (c), such calculation shall be

replaced with the last available calculation of the three month Eurodollar Rate 1.00%. Any

change in the ABR due to a change in the Prime Rate, the Federal Funds Effective Rate or the

three month Eurodollar Rate shall be effective as of the opening of business on the effective day

of such change in the Prime Rate, the Federal Funds Effective Rate or the three month

Eurodollar Rale, respectively.

"ABR Loans": Loans the rate of interest applicable to which is based upon the

ABR.

"Additional Secured Indebtedness": as of any date of detennination, 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 "Pcnllilled

Indebtedness") of the Covered Group Members in exccss of $6,000,000,000 (including, without

limitation, Stnlchlred Financing), provided that, (i) on the date such Indebtedncss is incurred, the

Consolidated Leverage Ratio shall be less than 3.00 to 1.00 after giving pro fonna effect to the

incurrence of such Indebtedness, (ii) a portion of the Net Cash Proceeds of such Indebtedness

(other tban revolving credit loans) are used to prepay the Loans in accordance with

Section 2.5(a), (iii) the aggregate amOLmt of commitmcnts 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 detennining compliance with clauses (i) and (iii) of

this definition shall equal the commitment thereunder and (v) if any Loan 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 intcrcrcditor agreement in fonn and substance

reasonably satisfactory to the Lender, which may be an amendment, restatement, modification or

supplement to the Intercreditor Agreement.

"Additional Guaranlor": as defined in Section 5.23.

"Affiliate": with respect to any Person, any other Person which, directly or

indirectly, controls, is controlled by, or is under common control with, such Person. For

purposes of lhis Agreement, "control" (together with the correlative meanings of "controlled by"

and "under common control with") means possession, directly or indirectly, of the power to

direct or cause the direction of the management or policies of such Person, whcther through thc

ownership of voting securities, by contract, or otherwise. For the avoidance of doubt, pension

plans of a Person and entities holdings the assets of such plans, shall not be deemed to be

Affiliates or such Person. Notwithstanding the foregoing, none or (i) thc Govenunent of the

United States (or any branch or agency thereof), (ii) the Government ofCanada (or any branch or

agency thereof), (iii) the Govemment of Ontario (or any branch or agency thereof), or (iv) the

VEBA or the UAW. shall be considered an AmJiate of the Borrower or any of its Subsidiaries.

"Agreement": as defined in the preamble hereto.

"Anti-Money Laundering Laws": as defined in Section 3.18(d).

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"Applicable Law": as to any Person, all laws (including common law), statutes,

regulations, ordinances, treaties, judgments, decrees, injunctions, writs and orders of any court,

governmental agency or authority and ntles, regulations, orders, directives, licenses and permits

of any Governmental Authority applicable to such Person or its property or in respect of its

operations.

"Applicable Margin": (A) 4.0% per annum in the case of ABR Loans and

(B) 5.0% per annum in the case of Eurodollar Loans.

"AoDhcable Net Cash Proceeds" (i) with respect to any Additional Secured

Indebtedness, Pemlitted Unsecured Indebtedness or Attributable Obligations under each

applicable Sale/Leaseback Transaction, an amount equal to the UST Facility Percentage of an

amount equal to 41.949% of the Net Cash Proceeds or such Indebtedness or Attributable

Obligations, as applicable and (ii) with respect to any Asset Sale, Recovery Event or

Extraordinary Receipt, an amount equal to the UST Facility Percentage of such Net Cash

Proceeds.

"Applicable Rejected Prepayment Amount": on any dale of determination:

(a) with respect to any Canadian Lender Rejection Notice, an amount equal to

(i) the amount of the mandatory prepayment rejected by the Canadian Lender pursuant to

Section 2.07(d) of the Canadian Facility multiplied ill:': (ii) a percentage equal to (x) the

aggregate outstanding principal balance of the Loans held by the Treasury on such date

divided Qy (y) the sum of the aggregate outstanding amount of the Loans held by the

Treasury on such date and the aggregate Outstanding Principal of the VEBA Note

Facility held by VEBA on such date; and

(b) with respect to any VEBA Rejection Notice, (x) arising (Tom a mandatory

prepayment pursuanl to Seclion 2.5(a) of the VEBA Note Facility, an amount equal to

(i) the amount of the mandatory prepayment rejected by the VEBA pursuant to

Section 2.5(g) of the VEBA Note Facility multiplied Qy (ii) a percentage equal to (A) the

aggregate outstanding principal balance of the Loans held by the Treasury on such date

divided Qy (B) the sum of the aggregate outstanding principal balance of the Loans held

by the Treasury on such date and the aggregate outstanding principal balance of the loans

held by the Canadian Lender under the Canadian Facility on such date and (y) arising

frolll a mandatory prepayment pursuant to Section 2.5(b) of the VEBA Note Facility,

100%.

"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

Covered Group Member that is not a Foreign Subsidiary. The tenn "Asset Sale" shall not

include any issuance ofCapital Stock or any event that constitutes a Recovery Event.

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"Assignee": as defined in Section 8.6(b).

"Assignment and Assumption": an Assignment and Assumption, substantially in

the fonn of Exhibit C, including an agreement by the assignee thereunder to be bound by the

tenns and provisions of the lnlercreditor Agreement.

"Attributable Obligations": in respect of a Sale/Leaseback Transaction means, as

at the time of detennination, the present value (discounted at the interest rate implicit in the

transaction) of the total obligations of the lessee for rental payments rcquired to bc paid during

thc remaining ternl of the lease included in such Sale/Leaseback Transaction (including any

period for which such lease has been extended), determined in accordance with GAAP;

provided, however, that ifsuch Sale/Leaseback Transaction results in a Capital Lease Obligation,

the amount of Indebtedness represented thereby shall be detennined in accordance with the

dellnition of "Capital Lease Obligations." For purposes of calculating the Consolidated

Leverage Ratio, the aggregate amount of Attributable Obligations outstanding as of any date of

determination shal1 be (i) $500,000,000 plus (ii) the amount of Attributable Obligations entered

into after the Original Effective Date.

"Auto Supplier Support Program"; that certain program established by thc

Treasury to facilitate payment of certain receivables to automotive suppliers.

"Bankrupicy Code": the United Stales Bankruptcy Code, II U.S.C. Section 101

e/ seq.

"Bankruotcy Court": the United Stales Bankruptcy Court for the Southern

District of New York (together with the District Court for the Southern District of New York,

where applicable).

"Bankmptcy Exceptions"; limitations on, or exceptions to, thc enforceability of

an agreemcnl against a Person duc to applicable bankruptcy, insolvency, reorganization,

moratorium or similar laws affecting the enforcement of creditors' rights gencrally or the

application of general equitable principles, regardless of whether such enforceability is

considered in a proceeding at law or in equity.

"Benefit Plan"; any employee bcnefit plan within the meaning of section 3(3) of

ERISA and any other plan, arrangement or agreement which provides for compensation,

benefits, fringe benefits or other remuneration to any employee, rornler employee, individual

independent contractor or director, including without limitation, any bonus, incentivc,

supplemental retirement plan, golden parachute, employmcnt, individual consulting, change of

control, bonus or retention agreement, whether provided directly or indirectly by any Loan Party

or otherwisc.

"Board": the Board of Governors of the Federal Reserve System of the United

States (or any successor).

"Borrowcr": the Initial Borrower or any Replacement Borrower.

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"Borrower's Organizational Documents": the Amended and Restated Certificate

of Incorporation of the Borrower dated July 9, 2009 and filed with the Secretary of State of the

State of Delaware, together with the Amended and Restated Bylaws of the Borrower dated as of

July 9. 2009. as the same may be further amended, restated, supplemented or replaced from time

to time in accordance with thc temlS and conditions hereof and ofthe othcr Loan Documents.

"Budget": a budget substantially in thc fonn of Annex I. reasonably satisfactory

to the Lender in its sole discretion, (a) with respect to the budgct delivered on the Original

Effective Date pursuant to Section 4.1 (h) of the Existing Credit Agreement, covering the

remaindcr of fiscal year 2009 (presented on a monthly basis) logether with a budget with respect

to the four immediately succeeding fiscal years (presented on an annual basis); and (b) with

respect to each budget delivered after the Original Effective Date, covering the periods and

presented in accordance with Section 5.2(k).

"Business Day": any day other than a Saturday, Sunday or other day on which

banks in ew York City are pennitted to close; provided, however, that when used in connection

with a Eurodollar Loan, the tenn "Business Day" shall also exclude any day on which banks are

not open for dealings in Dollar deposits in the London Interbank market.

"Business Plan": the business plan delivered 10 Lender on the Original Effective

Date and attached hereto as Annex ll.

"Canadian Collateral": the "Collateral" as defined in the Canadian Facility.

"Canadian Facility": the Second Amended and Restated Loan Agreement dated

as of the Original Effective Date, by and among GM Canada, as borrower, the other loan parties

party thereto, and the Canadian Lender, as lender, in fonn and substance substantially similar to

this Agreement with modifications otherwise satisfactory to the Lender as the same may be

amended, restated, supplemented or modificd from timc to time hereafler in accordance with the

lenns and conditions of this Agreement and the other Loan Documents.

"Canadian Guarantors": shall mean the "Guarantors" under and as defined in the

Canadian Facility.

"Canadian Lender": Export Development Canada, a corporation established

pursuant to the laws ofCanada, and its successors and assigns.

"Canadian Lender Rejection Notice": a notice from the Canadian Lender to GM

Canada rejecting a mandatory prepayment under the Canadian Facility following the initial offer

to repay the loans thereunder in accordance with Section 2.07(d) of the Canadian Facility.

"Canadian Subscriber": 7176384 Canada, Inc.

"Canadian Subscription Agreement": As defined in the Canadian Facility.

"Canadian Subsidiary": each direct or indirect Subsidiary of the Borrower

incorporated under the laws of Canada or any state, province, commonwealth or territory thereof.

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"Capital Lease Obligations": for any Person, all obligations ofsuch Person to pay

rent or other amounts under a lease of (or other agreemcnt conveying the right to use) Property to

the extent such obligations are required to be classified and accounted for as a capital lease on a

balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of

such obligations shall be the capitalized amount thereof, detennined in accordance with GAAP.

"Capital Stock": any and all equity interests, including any shares of stock,

membership or partnership interests, participations or other equivalents whether certificated or

uncertificated (however designated) of a corporation, limited liability company, partnership or

joint ventmc or any other entity, and any and all similar ownership interests in a Person and any

and all warrants or options to purchase any of the foregoing.

"Cases": the cases commenced on June I, 2009 by OM Oldco, Satum, LLC, a

Delaware limited liability company, Saturn Distribution Corporation, a Delaware corporation,

and Chevrolet-Satum of Harlem, inc., a Delaware corporation, in connection with voluntary

petitions filed by each ofthe foregoing in the Bankruptcy Court for relief.

"Cash Equivalents": (a) U.S. Dollars, or money in other currencies received in

the ordinary course of business, (b) securities with maturities of one year or less from the date of

acquisition issued or fully guaranteed or insured by the United States or Canadian government or

any agency thereof, (c) securities with maturities of one year or less from the datc of acquisition

issued or fully guaranteed by allY state, province, commonwealth or tcrritory of the United States

or Canada, by any political subdivision or taxing authority of any such state, province,

commonwealth or territory or by any foreign govemment, the securities of which state, province,

commonwealth, territory, political subdivision, tHing authority or foreign government (as the

case may be) are rated at least "A" by S&P or "A" by Moody's or equivalent rating; (d) demand

deposit, certificates of deposit and time deposits with manlrities of one year or less from the date

of acquisition and overnight hank deposits of any commercial bank, supranational barlk or tmst

company having a credit rating of"F-I" or higher by Filch (or the equivalent rating by S&P or

Moody's), (e) repurchase obligations with respect to securities of the types (but not necessarily

maturity) described in clauses (b) and (c) above, having a teml of not more than 90 days, of

banks (or bank holding companies) or subsidiaries of such banks (or bank holding companies)

and non-bank broker-dealers listed on the Federal Reserve Bank of New York's list of primary

and other reporting dealers ('"Repo Counterparties"), which Repo Counterparties have a credit

rating of at least "F-I" or higher by Fitch (or the equivalent rating by S&P or Moody's),

(1) commercial paper rated at least A-lor the equivalent thereof by S&P or P-l or the equivalent

thereof by Moody's and in either case maturing within one year after the day of acquisition,

(g) short-term marketable securities of comparable credit quality, (h) shares of money market

Illutual or similar funds which invest at least 95% in assets satisfying the requirements of

clauses (a) through (g) of this defInition (except lhat such asscts may have maturities of 13

months or less), and (i) in the case of a Foreign Subsidiary, substantially similar investments, or

comparable credit quality relative to the sovereign credit risk of the Foreign Subsidiary's

country, denominated in the currency of any jurisdiction in which such Foreign Subsidiary

conducts business.

"Challenge Period": as defined in the Final DJP Order.

USActivo 16873804.16 -6-
"Change of Control": the acquisition, after the Original Effective Date, by any

Person, or two or more Persons acting in concert other than the Pennitted Holders, the Lender,

the Canadian Lender, the VEBA or any Affiliate of the Lender, the Canadian Lender, the VEBA,

of beneficial ownership (within the meaning of Rule l3d-3 of the Exchange Act) of oLltstanding

shares of voting stock of (i) prior to the consummation of the RestnJcturing, the Borrower or

(ii) after the consummation of the RestnJcttlring, the direct parent of the Borrower, if after giving

effect to such acquisition such Person or Persons shall own 20% or more of such outstanding

voting stock of the Borrower or the direct parent of the Borrower, as applicable.

"Code": the Internal Revenue Code of 1986, as amended from time to time.

"Collateral": all property and assets of the Loan Parties of every kind or type

whatsoever, including tangible, intangible, real, personal or mixed, whether now owned or

hereafter acquired or arising, wherever located, and all proceeds, rents and products of the

foregoing other than Excluded Collateral.

"Collateral Documents": means, collectively, the Guaranty, the Equity Pledge

Agreement, the Intellectual Property Pledge Agreement, each Mortgage, the Escrow Account

Control Agreement, and each other collateral assignment, security agreement, pledge agreement,

agreement granting Liens in intellectual property rights, or similar agreements delivered to the

Lender to secure the Obligations, as amended and restated in connection herewith (if applicable).

"Compensation Regulations": as defined in Section 5.16(a)(i).

"Compliance Certificate": a certificate duly executed by a Responsible Officer,

substantially in the foml of Exhibit F.

"Consolidated": the consolidation ofaccoullts in accordance with GAAP.

"Consolidated Leverage Ratio": as of any date, tbe ratio orca) Consolidated Total

Debt, less the sum of cash and Cash Equivalents held by the Borrower and its Subsidiaries,

excluding Restricted Cash, on such day to (b) EBITDA for the period of four fiscal quarters

ended on the lasl day of the most recent fiscal quarter for which financial statements have been

delivered pursuant to Section 5.1.

"Consolidated Total Debt": at any date, the aggregate principal amount of all

Indebtedness of the Borrower and its Subsidiaries that would be reflected on the consolidated

balance sheet ofthe Borrower and its Subsidiaries as ofsuch date in accordance with GAAP.

"Contrachml Obligation": as to any Person, any provision of any security issued

by such Person or of any agreement, instrument or other undertaking to which such Person is a

party or by which it or any or its property is bound.

"Controlled Affiliate": as defined in Section 3.18(a).

"Copyright Licenses": all licenses, contracts or other agreements, whether wtillen

or oral, naming a Loan Party as licensee or licensor and providing for the grant of any right to

reproduce, publicly display, publicly perform, distribute, create derivative works of or otherwise

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exploit any works covered by any Copyright (including, without limitation, all Copyright

Licenses sel forth in Schedule 3.25 hereto).

"Copyrights": all domestic and foreign copyright';, whether registered or

unregistered, including, without limitation, all copyright rights throughout the universe (whether

now or hereaOer arising) in any and all media (whether now or hereafter developed), in and to all

original works of authorship (including, without limitation, all marketing materials created by or

on behalf of any Loan Party), acquired or owned by a Loan Party (including, without limitation,

all copyrights described in Schedule 3.25 hereto), all applications, registrations and recordings

thereof (including, without limitation, applications, registrations and recordings in the United

States Copyright Office or in any similar office or agency of the United States or any other

country or any political subdivision thereoO, and all reissues, renewals, restorations, extensions

or revisions thereof.

"Covered Group Member": each Group Member other than the Excluded

Subsidiaries.

"Default": any event, that with the giving of notice, the lapse of time, or both,

would become an Event of Default.

"DIP Credit Agreement": the $33,300,000,000 Secured Superpriority Debtor·in·

Possession Credit Agreement dated as of June 3, 2009 among OM Oldco, the guarantors party

thereto, the Lender and the Canadian Lender, as in effect on such date.

"Disposition": with respect to any Property, any sale, lease, sale and leaseback,

assignment, conveyance, transfer or other disposition thereof (other than (i) exclusive licenses

that do not materially impair tbe relevant Group Member's ability to use or exploit the relevant

Intellectual Property as it has been used or exploited by tbe Group Members as of the Closing

Date (as defined in the DIP Credit Agreement) or (ii) nonexclusive licenses); and lbe tenns

"Dispose" and "Disposed or' shall have correlative meanings.

"Dollar Equivalent": on any dale of detemlination, (a) with respect to any amount

denominated in Dollars, such amount and (b) with respect to an amount denominated in any

other currency, the equivalent in Dollars of such amount as detennined by the Lender in

accordance with nonnal banking industry practice using the Exchange Rate on the date of

detennination of such equivalent. In making any detennination of the Dollar Equivalent, the

Lender shall usc the relevant Exchange Rate in effect on the date on which a Dollar Equivalent is

required to be detennined pursuant to the provisions of this Agreement. As appropriate, amounts

specified herein as amounts in Dollars shall include any relevant Dollar Equivalenl amount.

"Dollars" and ".$.": the lawful money ofthe United States.

"Domestic 956 Subsidiary": any U.S. Subsidiary substantially all of the value of

whose assets consist of equity of one or more Foreign 956 Subsidiaries for U.S. federal income

tax purposes.

U$Active 1&l73804.16 -8-
"Domestic Subsidiary": any Subsidiary lhal is organized or existing under the

laws of the United States or Canada or any state, province, commonwe•.l1th or territory of the

United States or Canada.

"EAWA": the Employ American Workers Act (Section 1611 of Division A,

Title XVl of the American Recovery and Reinvestmelll Act of 2009), Public Law No. 111-5,

etlective as of February 17,2009, as may be amended and in effect [Tom time to time.

"EBITDA": for any period, Net Income plus, to the extent deducted in

detennining Net Income, the sum of: (a) interest Expense, amortization or write-off of debt

discount, other deferred financing costs and other fees and charges associated with lndebtcdness,

(b) tax expense (including Pennilled Tax Distributions), (c) depreciation, plus

(d) amortization, write-orrs, write-downs, asset revaluations and other non-cash charges, losses

and cxpcnses, (e) impainnent of intangibles, including goodwill, plus (f) extraordinary

expenses or losses (as delermined in accordance with GAAP) including an amount equal to any

extraordinary loss, plus (g) any net loss realized by the Borrower or any of its Subsidiaries in

connection with any Disposition or lhe extinguishment of lndebtedness, plus (h) special charges

(including restnlcturing costs), plus (i) losses (but minus gains) due solely to the fluctuations in

currency values or the mark-to-market impact of commodities derivatives, in each case in

accordance with GAAP, plus G) losses attributable to discontinued operations, plus (k) losses

(but minus gains) attributable to the cumulative effect of a change in accounting principles, plus

(I) non-recurnng costs, charges and expenses during such period, plus (m) the amount of fees

associated with advisory, consulting or other professional work done for equity offerings, minus

(n) to the extent included in Net Income. extraordinary gains (as detemlined in accordance with

GAAP), together with any related provision for taxes on such extraordinary gain, all calculated

without duplication for the Borrower and its Subsidiaries on a consolidated basis for such period,

For purposes of this Agreement, EBlTDA shall (to the extent required to comply with

Regulation S-X promulgated under the Securities Act) be adjusted on a pro fonna basis to

include, as of the first day of any applicable period, any acquisition and any Disposition

contemplated by the Business Plan to be consummated during such period, including, without

limitation, adjustments reflecting any non-recurring costs and any extraordinary expenses of any

acquisition and any Disposition consummated during such period and any Pro Fonna Cost

Savings attributable thereto, each calculated on a basis consistent with GAAP or as otherwise

approved by the Lender in its sole discretion.

"EESA": the Emergency Economic St.1.bilization Act of 2008, Public Law

No. 110-343, effective as of October 3, 2008, as amended by Section 7000 et al. of Division A,

Title VII of the American Recovery and Reinvestment Act of 2009, Public Law No. I I 1-5,

effective as of Febmary 17,2009, as may be further amended and in effect from time to time.

"Effective Dale": as defined in the preamble hereto.

"EISA": the Energy Independence and Security Act of 2007, Public Law

No. 110-140, effective as ofJanuary 1,2009, as may be amended and in effect from lime to lime.

"Embargoed Person": as defined in Section 3.19.

USActive 16873804.16 -9-
"Environmental Agreement"; the Amended and Restated Environmenwi

Agreemenl dated as of the Original Effective Date, executed by the Loan Parties for the benefit

ofthe Lender, substantially in the fonn of Exhibit I.

"Environmental Laws": any and all foreign, Federal, state, provincial, local or

municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, requirements of

any Governmental Authority or other Requirements of Law (including common law) regulating,

relating 10 or imposing liability or standards of conduct concerning protection of human health,

the environment or natural resources, as now or may at any time hereafter be in effect.

"Equity Pledge Agreement": the Amended and Restated Equity Pledge

Agreement dated as of the Original Effective Date, made by each Pledgor in favor of the Lender

substantially in the fonn of Exhibit L.

"ERISA"; the Employee Retirement Income Security Act of 1974, as amended

[Tom time to time.

"ERISA Affiliate": any corporation or tradc or business or othcr entity, whether

or not incorporated, that is a member of any group of organizations (i) described in

Scction 4 i4(b), (c), (m) or (0) of the Code of which any Loan Party is a member or (ii) which is

under common control wiLh any Loan Party within the meaning ofsection 400 I of ERISA.

"ERISA Event": (i) any Reportable Event or a detennination that a Plan is "al

risk" (within the meaning of Section 302 of ERISA); (ii) the incurrence by the Borrower or any

ERISA AOiliates of any liability under Title IV of ERISA with respect to the tennination of any

Plan or the withdrawal or partial withdrawal of the Borrower or any of its respective ERISA

Arriliates from any Plan or Multiemployer Plan; (iii) the receipt by the Borrower or any ERISA

Affiliates from the PBGC or a plan administrator of any notice relaling to the intention to

terminate any Plan or Plans or to appoint a tmstee to administer any Plan; (iv) the receipt by the

Borrower or any ERISA Affiliates of any notice, or the receipt by any Mulliemployer Plan from

the Borrower or any ERISA Affiliates of any notice, concerning the imposition of Withdrawal

Liability or a determination that a Mulliemployer Plan is, or is expected to be, insolvent or in

rcorgani:l.ation, within the meaning of Title IV of ERISA; or (v) the occurrence of a nonexempt

"prohibited transaction" with respect 10 which the Borrower, the other Loan Parties or their

ERJSA Anllialcs is a "disqualified person" (within the meaning of Section 4975 of the Code) or

with respect to which the Borrower or any ERISA Affiliate could oLhelWise be liable.

"Escrow Account": each account of the Borrower at an Escrow Bank subject to

an Escrow Account Control Agreement, including without Ilmitation, account number 36855852

located at Citibank, N.A.

"Escrow Account Control Agreement": each account control agreement among

the Borrower, any Escrow Bank, and the Lender, such agreements to be reasonably satisfactory

to the Lender, including without limitation the Deposit Agreement dated as of the Original

Effective Date among the Lender, the Borrower and Citibank, N.A.

USActive 16873804.16 -10-
"Escrow Bank": Citibank, N.A. and each additional or replacement bank or other

financial institution to which the Lender transfers or proposes to transfer Reserve Funds in

accordance with Section 4.2(c).

"Eurocurrency Reserve Requirements": for any day as applied to a Eurodollar

Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal

fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal

and emergency reserves) under any regulations of the Board or other Governmental Authority

having jurisdiction with respect thereto dealing with reserve requirements prescribed for

cUrDcurrency funding (currently referred to as "EuroclUTency Liabilities" in Regulation D of the

Board) maintained by a member bank of the Federal Reserve System.

"Eurodollar Base Rate": with respect to each day during each Interest Period

pertaining to a Eurodollar Loan, the rate per annum detennined on the basis of lhe rate for

deposits in Dollars for a period equal to such Interest Period commencing on the first day ofsllch

Imerest Period appearing on page LIBOROI of the Reuters screen as of II :00 a.m. (London

time) two Business Days prior to the beginning of such lnterest Period. In the event that such

rate does not <lppe<lf on such p<lge of the Reuters screen (or otherwise 011 such screen), the

Eurodollar Base Rate shall be detennined by reference to such other comparable publicly

available service for displaying eurodollar rales as may be selected by the Lender or, in the

absence of such availability, by reference to the rate at which a reference institution selected by

the Lender is offered Dollar deposits at or about II :00 a.m. (New Yark City time) two Business

Days prior 10 the beginning of such Interest Period in the interbank curodollar market where its

eurodollar and foreign currency and exchange operations are then being conducted for delivery

on the firsl day ofsuch Interest Period for the number of days comprised therein.

"Eurodollar Loans": Loans tbe rate of interest applicable to which is based upon

the Eurodollar Rate.

"Eurodollar Rate": with respect to each day during each lnlerest Period

pertaining to a Eurodollar Loan, a rate per annum determined for sllch day in accordance with

the following fonnula (rounded upward to the nearest 11100th of 1%):

Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

; provided that, in no event shall the Eurodollar Rate be less than 2.00%.

"Event of Default": as defined In Section 7.1.

"Exchange Act": the Securities and Exchange Act of 1934, as amended.

"Exchange Rale": for any day witb respect to any currency (other than Dollars),

the rate at which such currency may be exchanged into Dollars, as set forth at 11:00 a.m. (New

York time) on such day on the applicable Bloomberg currency page with respect to such

currency. In the event that sllch rate does not appear on the applicable Bloomberg currency

page, the Exchange Rate with respect to such currency shall be deternlincd by reference to such

other publicly available service for displaying exchange rates as may be agreed upon by the

USActive 1687380416 -11-
Lender and the Borrower or, in the absence ofsuch agreement, such Exchange Rate shall instead

be the spot rate of exchange of a reference institution selected by the Lender in the London

Interbank market or other market where such reference institution's foreign currency exchange

operations in respect of such currency are then being conducted, at or about 11 :00 a.m. (New

York time) on such day for the purchase of Dollars with such currency, for delivery two

Business Days later; provided, however, that if at the time of any such detennination, for any

reason, no such spot rate is being quoted, the Lender may use any reasonable method it deems

appropriate to detennine such rate, and sllch detennination shall be conclusive absent manifest

error.

"'Excluded Collateral"; as defined on Schedule 3.28.

'"'Excluded Dispositions":

(a) Dispositions of inventory in the ordinary course of business;

(b) Dispositions of obsolete or worn-Ollt property in the ordinary course of

business, including leases with respect to facilities that are temporarily not in lise or

pending their Disposition;

(c) Dispositions of accounlS receivable more than 90 days past due lJ1

connection with the compromise, settlement or collection thereof on market tenns;

(d) Dispositions o[any Capital Stock of any JV Subsidiary in accordance with

the applicable joint venture agreement relating thereto;

(e) any Disposition of (i) any Guarantor's or Pledged Entity's Capital Stock

or other assets or Property of the Borrower or any Guarantor to the Borrower or any

Guarantor, or (ii) any Group Member's (other than a Guarantor's or Pledged Entity's)

Capital Stock or other assets or Property of any Group Member (other than the Borrower

or any Guarantor) to the Borrower, any Guarantor or any other Group Member;

(I) any Disposition of Cash Equivalents in a manner that is not prohibited by

the tenus of this Agreement or the other Loan Documents;

(g) any Disposition by the Borrower or any of its Subsidiaries of any

dealership property or Capital Stock in a dealership Subsidiary to the operating

management of a dealership or any Disposition of property in connection with the dealer

optimization plan, in each case in the ordinary course of business;

(h) [intentionally omitted];

(i) [intentionally omillcd]; and

U) the licensing and sublicensing of Patcnts, Trademarks and othcr

Lntel1ectual Property or other general intangibles to third persons on customary terms as

determined by the board of directors, or sllch other individuals as they may delegate, in

good faith and the ordinary course of business.

USActive 16873804.16 -12-
"Excluded Secured Indebtedness": secured (including on a first-priority basis)

Indebtedness (other than Lndebtedness described in clauses (a) through (r) (inclusive) and (1I) of

the definition of "Pennitled Indebtedness") of the Covered Group Members in an aggregate

amount not exceeding $6,000,000,000 comprised of term loan and/or revolving credit loan

facilities (including without limitation Stnlctured 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 detemlining compliance with clause (i) of this definition shall equal the cOlllmitment

thereunder and (iii) if any Loan Party is an obligor or guardntor under such Indebtedness, the

lenders party thereto (or an agent on behalf ofsuch lenders) shall have executed and delivered an

intercreditor agreement in fonn and substance reasonably satisfactory to the Lender, which may

be an amendment, restatement, modification or supplement to the Intercreditor Agreement.

"Excluded Subsidiary": (i) any JV Subsidiary in which any Group Member owns

less than 80% of the voting or economic interest, (ii) any Subsidiary that is a dealership, (iii) the

Subsidiaries identified on Schedule 1.1 G and any of the following: (A) any Securitization

Subsidiary; (B) any Financing Subsidiary; (C) any Insurance Subsidiary; (D) any Subsidiary (and

any parent or holding company thereol) that is primarily engaged in the investment management

business or that is regulated by the Office of the Comptroller of the Currency; (E) until the

Excluded Subsidiary Expiration Date, Adam Opel GmbH ("Opel") and its Subsidiaries as of the

Effective Date and any other Group Member that is necessary to become a Subsidiary of Opel in

connection with the restructuring and proposed sale of Opel; (F) until the Excluded Subsidiary

Expiration Date, SAAB Automobile Investering A..B. ("SAAB") and its Subsidiaries as of the

Effective Date and any other Group Member that is necessary to become a Subsidiary of SAAB

in connection with the restructuring and proposed sale of SAAB; (G) until the Excluded

Subsidiary Expiration Date, the Subsidiaries of Delphi Corporation as of the Effective Date and

any Group Member established solely for the purpose of acquiring or operating any Subsidiary

of Delphi Corporation or any portion of the business carried out by Dclphi Corporation and its

Subsidiaries as of the Effective Date; and (1-1) any other Subsidiaries approved by the Lender in

writiJlg.

"Excluded Subsidiary Expiration Date"; December 31, 20 I0, as such date may be

extended with the written consent of the Lender (or, in the event that the Treasury is not the sole

Lender party 10 this Agreement, with the written consent of the Treasury).

"Excluded Taxes": as defined in Section 2.12.

"Executive Order": as defined in Section 3.19.

"Existing Agreements": the agreements of the Loan Parties and their Subsidiaries

in effect (giving effect, where applicable, to their assumption by the applicable Person pllrsuant

to any Transaction Document) on the Original Effective Date and any extensions, renewals and

replacements thereof so long as any such extension, renewal and replacement could not

reasonably be expected to have a material adverse effect on the rights and remedies of the Lender

under any of the Loan Documents.

USActille 16873804.16 -13-
'"Existing UST Tenn Loan Agreements": collectively, the Existing UST Ternl

Loan Agreement (as defined in the DLP Credit Agreement) and the Loan and Security Agreement

dated as ofJanuary 16, 2009 by and between GM Oldco and the Lender.

"Expense Policy": the Borrower's comprehensive written policy on excessive or

luxury expenditures maintained and implemented In accordance with the Treasury regulations

contained in 31 C.F.R. Part 30.

"Extraordinary Receipts" any (i) insurance proceeds (other than the proceeds of

self-insurance) that arc not the proceeds of a Recovery Event, (ii) downward purchase price

adjustments (other than purchase price adjustments resulting from tax refunds received by

Canadian Subsidiaries), (iii) tax refunds (other than tax rehmds received by Canadian

Subsidiaries), judgments and litigation settlements, pension plan reversions and indemnity

payments, and (iv) similar receipts outside of the ordinary course of business in each case

received by any Covered Group Member, in excess of (A) $25,000,000 if received by a Covered

Group Member that is a Foreign Subsidiary, or (B) $15,000,000 if received by a Covered Group

Member that is not a Foreign Subsidiary.

"Federal Funds Effective Rate": for any day, the weighted average of the rates on

overnight federal funds transactions with members of the Federal Reserve System arranged by

federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve

Bank of New York, or, ifsuch rate is not so published for any day that is a Business Day, the

average of the quotations for the day of such transactions received by JPMorgan Chase Bank,

N.A. from three federal funds brokers of recognized standing selected by it (or, if JPMorgan

Chase Bank, N.A. is no longer receiving such quotations for any reason, the average of such

quotations received by a reference inslitl1tion selected by the Lender).

"Final DIP Order": Final Order Pursuant to Bankmptcy Code Sections 105(a),

361,362,363,364 and 507 and Bankmptcy Rules 2002, 4001 and 6004 (a) Approving a DIP

Credit Facility and Authorizing the Debtors to Obtain Post-Petition Financing Pursuant Thereto,

(b) Granting Related Liens and Super-Priority Status, (c) Authorizing the Use of Cash Collateral

and (d) Granting Adequate Protection to Certain Pre-Petition Secured Parties, dated June 25,

2009 by the United Stales Bankruptcy Court for the Southern District of New York, In re

General Motors Cmporation et al., chapter II case no. 09-50026 (REG) Gointly administered).

"Financing Subsidiarv": any Subsidiary that is primarily engaged in financing

actiVitIes including, without limitation (a) debt issuances to, or that are guaranteed by,

governmental or quasi-governmental entities (including any municipal, local, county, regional,

state, provincial, national or international organization or agency), (b) lease transactions

(including synthetic lease transactions and Sale/Leaseback Transactions pemlitted hereunder)

and (c) lease and purchase financing provided by such Subsidiary to dealers and consumers.

"Fitch": Fitch, Inc. d/b/a Fitch IBCA.

"Foreign Assets Control Regulations": as defined in Section 3.19.

"Foreign 956 Subsidiary": any Non-U.S. Subsidiary of the Borrower that IS a

"controlled foreign corporation" as defined in Code Section 957,

USAetive 16873804.16 -14-
"Forcign Subsidiary": any Subsidiary that is nOl a Domestic Subsidiary.

"Funding Oflice": the office of the Lender specified in Schedule l.lA or such

othcr office as may be specified from lime to time by thc Lender as its funding office by written

notice to the Borrower.

"GAM": gencrally accepted accounting principles as in eITect [Tom time to time

in the Unitcd States.

"GM Canada": General Motors of Canada Limited, a corporation established

pursuant to the laws of Canada.

"GM Oldeo": Motors Liquidation Company (formerly known as General Motors

Corporation), a Delaware corporation, a debtor and debtor-in-possession in a case pending under

chaptcr II of the Bankruptcy Code.

"GM Oldco Parties": GM Oldco and its Subsidiaries that were Subsidiaries of

OM Oldeo immediately prior to the Original Effective Date.

Subsidiaries.

"GMAC": GMAC LLC, a Delaware limited liability company, and its

"GMAC Reorganization": any transactions consummated for the purpose of or in

connection with the Borrower or any of its Affiliates (a) not being in control of GMAC for

purposes of the Bank Holding Company Act of 1956, (b) not being an affiliate of GMAC for

purposes of Sections 23A or 23B of the Federal Reserve Act, or (c) otherwise complying with

the commitments madc by the Borrower to the Federal Reserve System with regard to GMAC,

including but not limited to, in each case, (i) the Disposition of all or any portion of the Capital

Stock owned by the Borrower in GMAC to one or more trusts, and (ii) the Disposition of all or

any portion ofsuch Capital Stock by any trustee of any such trust.

"Governmental Authority": any federal, state, provincial, municipal or other

governmental department, commission, board, bureau, agency or instnuuentality, or any federal,

state or municipal COllrt, in each case whether ofthe United States or a foreign jurisdiction.

"Group Members": the collective reference to the Borrower and its Subsidiaries.

"Guarantee Obligation": as to any Person, any obligation ofsuch Person directly

or indirectly guaranteeing any lndebtedness of any other Person or in any manner providing for

the payment of any Indebtedness of any other Person or otherwise protecting the holder of such

Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to kecpwell, to purchase assets, goods, securities or services, or to take-or-pay or otherwise), provided

that the tenn "Guarantee Obligation" shall not include (i) cndorsements for collection or deposit

in the ordinary course of business, or (ii) obligations to make servicing advances for delinquent

taxes and insurance, or other obligations in respect of the Collateral, to the extent required by the

Lender. The amount of any Guarantee Obligation of a Person shall be deemed to be an amount

equal to the stated or detenninable amount of the primary Indebtedness in respect of which such

Guarantee Obligation is made or, if not stated or detemlinable, the maximum reasonably

USACli...e 16873804.16 -15-
anticipated Indebtedness in respect thereof as detennined by such Person in good faith. The

tenllS "Guarantee" and "Guaranteed" used as verbs shall have correlative meanings.

"Guarantor": each Person listed on Schedule 1.1 B and each other Person that

becomes an Additional Guarantor.

"Guaranty": the Amended and Restated Guaranty and Security Agreement dated

as of the Original Effective Date, executed and delivered by the Borrower and each Guarantor,

substantially in the fonn of Exhibit A.

"Indebtedness": for any Person: (a) obligations created, issued or incurred by

such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the

sale of Property to another Person subject to an understanding or agreement, contingent or

otherwise, to repurchase sllch Property from such Person (other than any repurchase obligations

accounted for as opemting leases)); (b) obligations of such Person to pay the deferred purchase

or acquisition price of Property or services (other than trade payables or obligations associated

with the purchase of tooling, machinery, equipment and engineering and design services, in each

case incurred in the ordinary course of business); (c) indebtedness of others of the type referred

to in clauses (a), (b), (d), (e), (f), (g) and (i) of this definition secured by a Lien on the Property

ofsllch Person, whether or not the respective indebtedness so secured has been assumed by such

Person (provided, that for purposes of this Agreement the amount of such Indebtedness shall be

deemed to be the lower of (x) the book value of such Property and (y) the principal amount of

the indebtedness secured by such Property); (d) obligations (contingent. or othelWise) of sllch

Person in respect of letters of credit or similar instnunents issued or accepted by banks and other

financial institutions for t.he account of such Person; (e) Capital Lease Obligations or

Attribut'able Obligations ofsuch Person; (f) [intentionally omitted]; (g) indebtedness of others of

the type referred to in clauses (a), (b), (d), (e), (f), (h) and (i) of this definition guaranteed by

sllch Person; (h) all purchase money indebtedness of such Person; (i) indebtedness of general

partnerships of which such Person is a general panner unless the tenns of such indebtedness

expressly provide that such Person is not liable therefor; U) [intentionally omitted];

(k) [intentionally omitted]; and (I) any other indebtedness of such Person evidenced by a note,

bond, debenture or similar instrument; provided, however, that Indebtedness shall exclude any

obligations related to the hourly pension plans of Delphi Corporation and its Affiliates.

"Indemnified Liabilities": as defined in Section 8.5.

"Indemnitee": as defined in Section 8.5.

"Ineligible Acguirer": any Person (i) directly involved in the manufacture of

motor vehicles or the business of which is restrictcd primarily to the financing of the sale or lease

of motor vehicles or (ii) having beneficial ownership of 20% or morc of the Capital Stock of a

Person described in clause (i).

"Initial Borrower": as defined in the preamble hereto.

"lnilial Note": the amended and rcstated promissory nOle of the Borrower

evidencing the Loans and delivered to the Lender on the Original Effective Date pursuant to

Section 4. I(a)(vi) oflhe Existing Credit Agreement.

USAetive 16873804.16 -16-
"Insolvency": with respect to any Multiemployer Plan, the condition that such

Plan is insolvent within the meaning ofsection 4245 of ERISA.

"Insurance Subsidiary": shall mean (i) any Subsidiary that is required to be

licensed as an insurer or reinsurer or that is primarily engaged in insurance or reinsurance any

(ii) any Subsidiary of a Person described in clause (i) above.

"Intelleclual Property": all Patents, Trademarks and Copyrights owned by any

Loan Party, and all rights under any Licenses to which a Loan Party is a party.

"Intellectual Property Pledge Agreement": the Amended and Restated

Inlelll.'Ctual Property Pledge Agreement dated as of Ihe Original Effective Dale, by and among

each Loan Party and the Lender. substantially in the fonn of Exhibit K.

"Intercreditor Agreement"': the Intercreditor Agreement dated as of the Original

EfTcctive Date, by and between the Lender and the VEBA.

"Interest Expense"': for any Person for any period, consolidated lotal interest

expense of such Person and its Subsidiaries for such period and including, in any event, costs

under inlerest rate swap agreements, interesl rate cap agreements, interest mte collar agreements

and interest rate insurance for such period.

"Interest Payment Dale": (a) as to any ABR Loan, the first day of each March,

June, September and December to occur while such Loan is outstanding and the final maturity

date ofsuch Loan, (b) as to any Eurodollar Loan, the last day ofsuch Interest Period, and (c) as

to any Loan, the date of any repayment or prepayment made in respect thereof.

"Interest Period": as to any Eurodollar Loan, (i) initially, the period commencing

on the Borrowing Date (as defined in the DIP Credit Agreement) with respect to such Loan and

ending three months thereafter; and (ii) there:'lfler, each period commencing on the last day of the

next preceding Interest Period applicable to such Loan and ending three months thereafter;

provided that all of the foregoing provisions relating to Interest Periods arc subject to the

following:

(A) if any Interest Period would otherwise cnd on a day that is not a Business

Day, such Interest Period shall be extended to the next succeeding Business Day unless

the result of such extension would be to carry such Interest Period into another calendar

month in which event such Interest Period shall end on the immediately preceding

Business Day;

(B) any Interest Period that would otherwise extend beyond the Maturity Date

shall end on the Maturity Date; and

(C) any Interest Period that begins on the last Business Day of a calendar

month (or on a day ror which there is no numerically corresponding day in the calendar

month at the end of such Interest Period) shall end on the lasl Business Day of the

calendar month at the end ofsuch Interest Period.

USAcbve 16873804 16 -17-
"Investments": any advance, loan, extension of credit (by way of guaranty or

otherwise) or capital contribution to, or purchase of any Capital Stock, bonds, notes, debentures

or other debt securities of, or any assets constituting a business unit 01: or any other investment

in, any Person.

"JV Agreement": each partnership or limited liability company agreement (or

similar agreement) between a Covered Group Member or one of its Subsidiaries and the relevant

N Partner as the same may be amended, restated, supplemented or otherwise modified from

time to time, in accordance with the tenns hereof.

"JV Partner": each Person party to a N Agreement that is not a Loan Party or

one of its Subsidiaries.

"JV SubSidiary": any Subsidiary of a Group Member which is not a Wholly

Owned Subsidiary and as to which the business and management thereof is jointly controlled by

the holders of the Capital Stock lherein pursuant to customary joint venture arrangements.

"Lender": as defined in the preamble hereto.

"Licenses": collectively, the Copyright Licenses, the Trademark Licenses and the

Patent Licenses.

"Lien": any mortgage, pledge, security interest, lien or other charge or

encumbrance (in the nature ofa security interest and other than licenses oflntellectual Property),

including the lien or retained security title of a conditional vendor, upon or with respect to any

property or assets.

"Loan Documents": this Agreement, the Notes, the Environmental Agreement,

the Collateral Documents, the Post-Closing Letter and each other post-closing letter or

agreement now and hereafter entered into among the parties hereto.

"Loan Parties": the Borrower and each Guarantor.

"Loans": as defined in Section 2.1.

"Master Transaction Agreement": the Amended and Restated Master Sale and

Purchase Agreement dated as ofJune 26, 2009 among GM Oldco, the Sellers and the Borrower,

as amended by the First Amendment dated as of June 30, 2009 and the Second Amendmclll

dated as ofJuly 5, 2009, as amended, supplemented or modified from time to time in accordance

with Section 6.6.

"Material Adverse ElTect"; a material adverse effect on (a) the business,

operations, property, condition (financial or otherwise) or prospects of (i) the North American

Group Members (taken as a whole) or (ii) the Group Members (taken as a whole), (b) the ability

of the Loan Parties (taken as a whole) to perform their obligations under any of the Loan

Documents to which they are a party, (c) the validity or enforceability in any material respect of

any of the Loan Documents to which the Loan Parties are a parly, (d) the righls and remedies of

the Lender under any or the Loan Documents, or (e) the Collateral (taken as a whole); provided

USAclive 16873804.16 -18-
that (w) the taking of any action by the BOITowcr and its Subsidiaries, including the cessation of

production, pursuant to and in accordance with the Budgct, (x) thc filing and continuance of the

Cases and the orders thereunder, and (y) any action taken pursuant to the Section 363 Sale Order

shall not be taken into consideration.

"Material Covered Group Member": the Borrower and any other Covered Group

Member to the extent the proportionate share of the total assets of such other Covered Group

Member (including, without duplication, the equity value of Subsidiaries of such other Covered

Group Member. and after intercompany eliminations in accordance with GAAP) exceeds 5% of

the Consolidated total assets of the Group Members, in each case, as of the end of the most

recent fiscal quarter ofthe Borrower.

"Maturity Date": the date on which the earliest to occur of (such earliest date.

which may be extended by the Lender in its sole discretion in accordance with Section 8.1):

(a) the sixth anniversary of the Original Effective Date and (b) the acceleration of any Loans in

accordance with the tenns ofthis Agreement.

"Moody's": Moody's Investors Service, Inc. and its successors.

"Mortgage": each of the mortgages and deeds of trust made by the Borrower or

any Guarantor in favor of. or for the benefit of. the Lender, substantially in the fonn of Exhibit J,

taking into consideration the law and jurisdiction in which such mortgage or deed oftrust is to be

recorded or filed, to the extent applicable.

"Mortgaged Property": each property listed on Schedule 1.1 C, as to whieh the

Lender shall be granted a Lien pursuant to the Mortgages.

"MultiemDloyer Plan": a ll1ultiemployer plan defined as such in Section 3(37) of

ERISA to which contributions are required to be made by any Loan Party or any ERISA Affiliate

or to which any Loan Party or any ERlSA Affiliate may have any direct or indirect liability or

obligation contingent or otherwise.

"Net Cash Proceeds": with respect 10 any event, (a) the cash proceeds received in

respect of such event including (i) any cash received in respect of <lny non-cash proceeds

(including any cash payments received by way of deferrcd payment of principal pursuant to a

notc or inst<llhnent receivable or purchase price adjustmcnt receivable or otherwise, but

excluding any interest payments), but only as and when rcceived, (ii) in the case of a casualty,

insurance procecds and (iii) in the case of a condemnation or similar event, condemnation

awards and similar payments, net of (b) the sum of (i) all reasonable fees and out-of·pocket

expenses paid to third parties (other than Affiliates) in connection with such event, (ii) in the

case of a Disposition of an asset (including pursuant to a Sale!Leaseback Transaction or a

casualty or a condemnation or similar proceeding), the amount of all payments required to be

made as a result ofsuch event to repay Indebtedness (other than the Loans) secured by such asset

or otherwise subject 10 mandatory prepayment or lease obligations, as applicable, as a result of

such event and (iii) the amount of all taxes paid (or reasonably estimated to be payable. including

under any tax sharing arrangements or as Pcnnittcd Tax Distributions) and, with respect to

amounts that will be expatriated as a result of any event attributable to a on-U.S. Subsidiary,

USAcwe 16873804.16 -19-
the amount of any taxes (including Pcnllitted Tax Distributions) that will be payable by any

applicable Group Member as a result of the cxpalriation, and the amount of any reserves

established to fund contingent liabilities reasonably estimated to be payable, in each case that are

directly attributable to such event (as detemlined reasonably and in good faith by a Responsible

Officer); provided that, Net Cash Proceeds shall exclude funds that GM Canada or any of the

Canadian Guarantors are required to use to repay lhe loans under the Canadian Facility.

"Net Income": for any period, the net income (or loss) of the Borrower and its

Subsidiaries calculated on a consolidated basis for such period detenllined in accordance with

GAAP.

'"Newco Loan Assumption Agreement": the Assignment and Assumption

Agreement dated as of the Original Effective Date, between GM Oldeo, as assignor, and the

Borrower, as assignee; as in effect on such date.

"Non-Excluded Taxes": as dell ned in Section 2.12.

"Non-U.S. Lender": as defined in Section 2.12.

"Non-U.S. Subsidiary": any Subsidiary of any Loan Party tbat IS not a

U.S. Subsidiary.

"North American Group Members": collectively, the Loan Parties and each

Domestic Subsidiary ofa Loan Party that is not an Excluded Subsidiary.

"Notes": collectively, the lnitial Note and any promissory notes isslled in

connection with an assignment as contemplated by Section 2.3(b).

"Obligations": the unpaid principal of and interest on (including, without

limitation, interest accnling after the maturity of the Loans and interest accnling after the riling

of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like

proceeding, relating to any Loan rarty, whether or not a claim for post-filing or post-pelition

interest is allowed in such proceeding) the Loans and all other obligations and liabilities of any

Loan Party to the Lender, whether direct or indirect, absolute or contingent, due or 10 become

due, or now existing or hereafter incurred. which may arise under, Ollt of, or in connection with,

this Agreement, any other Loan Document or any other document made, delivered or given in

connection herewith or therewith, whether on account of principal, interest, reimbursement

obligations, fees, indemnities, costs, expenses (including, without limitation, all fees, charges and

disbursements of counsel to the Lender that arc required to be paid by any Loan Party pursuant

hereto) or otherwise.

"OFAC": the Oflice of Foreign Assets Control of thc Treasury.

"Original Effective Date": July 10,2009.

"Other Foreign 956 Subsidiary": any Non-U.S. Subsidiary substantially all of the

value of whose assets consisl of equity of one or more Foreign 956 Subsidiaries for U.S. federnl

income tax purposes.

USActive 16873804.16 -20-
"Other Taxes": any and all present or future stamp or documentary taxes or any

other excise or property laxes, charges or similar levies arising from any payment made

hereunder or from the execution, delivery or enforcement of, or otherwise willi respect to, this

Agreement or any other Loan Document (excluding, in each case, amounts imposed on an

assignment, a grant of a Participation or other transfer of an interest in the Loan or any Loan

Document).

"Outstanding Amount"; as of any date of determination (a) with respect to

Indebtedness, the aggregate outstanding principal amount thereof, (b) with respect to banker's

acceptances, letters of credit or letters of guarantee, the aggregate undrawn, unexpired face

amount thereof plus the aggregate unreimbursed drawn amount thereof, (c) with respect to

hedging obligations, the aggregate amount recorded by the Borrower or any Subsidiary as its net

tennination liability thereunder calculated in accordance with the Borrower's customary

accounting procedures, (d) with respect to cash management obligations or guarantees, the

aggregate maximum amount thereof(i) that the relevant cash management provider is entitled to

assert as such as agreed fro111 time to time by the Borrower or any Subsidiary and sllch provider

or (ii) the principal amounl of the Indebtedness being guaranteed or, if less, the maximum

amount of such guarantee set forth in lhe relevant guarantee and (e) with respect to any other

obligations. the aggregate outstanding amount thereof.

"Outstanding Principal": as defined in the VEBA Note Facility.

"Participant": as defined in Section 8.6(c).

"Participation": as defined in Section 8.6(c).

"Patent Licenses": all licenses, contracts or other agreements, whether written or

oral, naming a Loan Party as licensee or licensor and providing for the grant of any right to

manufacture, use, lease, or sell any invention, design, idea, concept, method, technique, or

process covered by any Patent (including, without limitation, all Patent Licenses set forth in

Schedule 3.25 hereto).

"Patents"; all domestic and foreign letters patent, design patents, utility patents,

industrial designs, and all intellectual property rights in inventions. trade secrets, ideas, concepts,

methods, techniques, processes, proprietary infonnation, technology, know-how, formulae, and

other general intangibles of like nature, now existing or hereafter acquired or owned by a Loan

Party (including, without limitation, all domestic and foreign letters patcnt, design patents, utility

palents, industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques,

processes, proprietary infomlation, technology, \mow-how and formulae described in

Schedule 3.25 hereto), all applications, registrations and recordings thereof (including, without

limitation, applications, registrations and recordings in the United States Patent and Trademark

Ortice, or in any similar office or agency of the United States or any other country or any

political subdivision thereof), and all reissues, re-examinations, divisions, continuations,

continuations in parl and extensions or renewals thereof.

"PBGe": the Pension Benefit Guaranty Corporation or any entity succeeding to

any or all of its functions under ERISA.

USAdive 16873804.16 -21-
"Pennitted Holders": any holder of any Capital Stock of the Borrower as of the

Original Effective Date, including, with respect to Capital Stock held by any GM Oldco Party,

(i) a "liquidating trust," within the meaning of Trem;. Reg. § 301.7701-4, to which such GM

Oldco Party's assets are distributed, or (ii) any other entity established for the sole purpose of

liquidating the assets ofsuch OM Oldeo Party.

"Permitted Indebtedness":

(a) Lndebtedness created under any Loan Document;

(b) purchase money Indebtedness for real property, improvements thereto or

equipment or personal property hereafter acquired (or, in the case of improvements,

constructed) by, or Capital Lease Obligations of, any Covered Group Member, provided

that, the aggregate principal balance of such Indebtedness shall not exceed

$2,000,000,000 at anyone time outstanding;

(c) trade payables, if any. in the ordinary coursc of ils business;

(d) Indebtedness existing on the Original Effective Date;

(e) intercompany Indebtedness in the ordinary course of bllSiness, provided

that, (i) the Borrower has complied with Sections 5.2(i) and 5.32, to the extent necessary,

and (ii) the right to receive any repayment of such Indebtedness from any Loan Party

(other than any scheduled payments so long as no Event of Default has occurred and is

continuing) shall be subordinated io the Lender's rights to receive repaymcnt of the

Obligations~

(f) Lndebtedness under the Canadian Facility and the guarantee by the

Borrower ofthe obligations thereunder;

(g) Indebtedncss existing at thc time any Person merges with or into or

becomes a Covered Group Membcr and not incurred in connection with, or in

contemplation of, such Person merging with or into or becoming a Covered Group

Member; provided thai any such merger shall comply with Section 6.1;

(h) Swap Agreements (hut are not entered into for speculative purposes;

(i) Indebtedness, including letters of credit, bankers' acceptances and similar

instrumenls issued in the ordinary course of business, in respeci of the financing of

insurance premiums, customs, stay, perfonnancc, bid, surety or appeal bonds and similar

obligations, completion guaranties, "take or pay" obligations in supply agreements,

reimbursement obligations regarding workers' compcnsaiion claims, indemnification,

adjustment of purchase price and similar obligations incurred in connection wiih the

acquisition or disposition of any business or assets, and sales contracts, coverage of long~

term counterparty risk in respect of insurance companies, purchasing and supply

agreements, rental deposits, judicial appeals and service contracts;

USAdive 16873804.16 -22-
U) Indebtedness incurred in the ordinary course of business in connection

with cash management and deposit accounts and operations, netting services, employee

credit card programs and similar arrangements and Indebtedness arising from the

honoring by a bank or other financial institution of a check, draft or similar instmment

drawn against insufficient funds in the ordinary course of business, provided that such

Indebtedness (other than employee credit card programs and similar arrangements) is

extinguished within five Business Days of its incurrence;

(k)

definition;

(I)

any guarantee of any Indebtedness described In any clause of this

Indebtedness entered into under Section 136 of EISA;

(m) any extensions, renewals, exchanges or replacements of Indebtedness of

the kind described in clauses (a), (d), (I), (g), (i), (I), (n), (q), (r), (5), (t) and (u) of this

definition to the extent (i) the principal amount of or commitment for such Indebtedness

is not increased (except by an amount equal to unpaid accrued interest and premium

thereon plus other reasonable fees and expenses incurred in connection with such

extension, renewals or replacement), (ii) neither the final maturity nor the weighted

average life to maturity of such Indebtedness is decreascd, (iii) such Indebtedness, if

subordinated in right of paymcnt to the Lender of the Indebtedness under this Agreement,

remains so subordinated 011 tcmlS no less favorable to the Lender, and (iv) solely with

respect to Indebtedness of the kind described in clause (s) for which an inlercreditor

agreement was required pursuant to this Agreement, the Borrower delivers to the Lender

an intercreditor agreement in fonn and substance substantially similar to the then-existing

intercreditor agreement relating to stich Indebtedness (or, to the extent such intercreditor

agreement is not substantially similar to such existing intercreditor agreement, subject to

the Lender's reasonable approval of any differences that are less favorable to the Lender

than in such existing intercreditor agreement), which may be an amendmenl, restatement,

modification or supplement to the Intercreditor Agreement;

(n) any Sale/Leaseback Transaction; provided that, if on the date such

Indebtedness is incurred, the Consolidated Leverage Ratio is greater than or equallo 3.00

to 1.00 after giving pro fonna effect to sllch Indebtedness, an amounl equal to the

Applicable Net Cash Proceeds of the Attributable Obligations under such SalefLeaseback

Transaction shall be applied as a prepayment of the Loans in accordance with

Section 2.5(a);

(0) [intentionally omitted];

(p) any transactions undertaken by the Canadian Subsidiaries with 1908

Holdings, Parkwood Holdings Ltd., or GM Overseas Funding LLC in the ordinary course

of business, consistent with past practice ofthe GM Oldco Parties;

(q)

(r)

USActive 16873804.16

lndcbtedness Linder the VEBA Note Facility;

Indebtedness under the Supplier Receivables Facility;

-23-
(s) Excluded Secured Indebtedness and Additional Secured Indebtedness;

(I) Permitted Unsecured Indebtedness; and

(u) Indebtedness incurred in connection with the obligations of Geneml

Motors of Canada Limited to the Independent Canadian Health Care Trust in accordance

with and as contemplated by the Framework of Principles Governing the Conception,

Goals and Operation of an Independent Canadian Health Care Trust dated May 21, 2009

and the GMCL-CAW HCT Term Sheet daled June 26, 2009.

"Pemitted Liens": with respect to any Property of the Covered Group Members:

(a) Liens crealed under the Loan Documents;

(b) Liens on ProperlY of a Covered Group Member existing on the Original

Effective Date (including Liens on Property of a Covered Group Member pursuant to

Existing Agreements; provided that such Liens, and any renewal, replacement,

amendment, extension or modification in whole or in part thereof, shall secure only those

obligations that they secured on the Original Effective Date and any pennitted

refinancing thereo[);

(c) any Lien existing on any Property prior to tbe acquisition thereof by the

Borrower or a Covered Group Member or existing on any Property of any Person thaI has

become or becomes a Covered Group Member after lhe Original Effective Date prior to

the lime such Person becomes a Covered Group Member; provided that (x) such Lien is

not created in contemplation of or in connection with such acquisition or such Person

becoming a Covered Group Member, (y) such Lien does not apply to any olher Property

or assets of the Borrower or a Covered Group Member, and (z) such Lien, and any

renewal, replacement, amendment, extension or modification in whole or in part thereof,

secures only those obligations that il secures on lhe date of such acquisition or the date

such Person becomes a Covered Group Member, as lhe case may be;

(d) Liens for taxes, assessments, governmental charges and utility charges not

yet due or that are being contcsted in good faith, by proper proceedings diligently

pursued, and as to which adequate reserves have been provided;

(e) carriers', warehousemen's, mechanics', materialmen's, repairnlen's or

other like Liens arising in the ordinary course of business and securing obligations that

are not due and payable or that are being contested in good faith by appropriate

proceedings and with respect to which adequate reserves have been provided for in

accordance with GAAP;

(f) Liens securing Indebtedness pennitted by clause (i) of the definition of

"Permitted Indebtedness"; provided lhat, the aggregate principal balance of the

Indebtedness al any onc time outstanding secured by such Liens shall not exceed the

grcater of (x) $1,200,000,000 and (y) the maximum amount ofsuch Indebtedness secured

by slIch Liens pennitted to be issued or incurred by Covered Group Members and

USActive 16873804.16 -24-
Stmctured Financing Subsidiaries under any Excluded Secured Indebtedness and

Additional Secured Indebtedness;

(g) Liens securing Swap Agreements pennitted by clause (h) of the definition

of"Pemlitted Indebtedness";

(h) Liens securing Indebtedness pennitted by clause (j) of the definition of

"Pennitted Indebtedness";

(i) customary Liens in favor of trustees and escrow agents, and netting and

sct·offrights, banker's liens and the like in favor of counterparties to fmancial obligations

and instruments;

G) Liens securing indebtedness incurred under Section 136 of EISA;

(1<) pledges and deposits made in the ordinary course of business I.n

compliance with workmen's compensation, unemployment or other insurance and other

social security laws or regulations;

(1) deposits to secure the perfonnance of bids, trade contracts (other than for

Indebtedness), leases (other than Capital Lease Obligations), statutory obligations, surety,

customs and appeal bonds, perfonnance bonds and other obligations of a like nature, or to

secure the payment of import or customs duties, in each case incurred in the ordinary

course of business;

(m) zOlllng and environmental restrictions, easements, licenses,

encroachments, covenants, servitudes, rights-of-way, restrictions on use of real property

or groundwater, institutional controls and other similar encumbrances or deed restrictions

incLlrred in the ordinary course of business that, in the aggregate, are not substantial in

amount and do not materially detract from the value of the property subject thereto or

interfere with the ordinary conduct oCthe business ofthe Borrower or any Covered Group

Member;

(n) purchase money security interests in real property. improvements thereto

or equipment or personal property hereafter acquired (or, in the case of improvements,

constructed) by the Borrower or a Covered Group Member, including pursuanl to Capital

Lease Obligations; provided that (i) such security interests secure Indebtedness pennitted

by Section 6.9, (ii) such security interests are incurred, and the Indebtedness secured

thereby is created, within 90 days after such acquisition (or constmction), (iii) the

Indebtedness secured thereby does not exceed the lesser of the cost or the fair market

value of such real property, improvements or equipment at the time of such acquisition

(or constmction) and (iv) such security interests do not apply to any other property or

assets of the Borrower or any Covered Group Member;

(0) judgment Liens securing judgments not constinuing an Event of Default

under Section 7.1(n);

USAdive 16873804.16 -25-
(p) any Lien consisting of rights reserved to or vested in any Governmental

Authority by statutory provision;

(q) Liens securing Indebtedness described in clauses (d). (e), (t), (n), (q) and

(5) of the definition of "Pennitted Indebtedness";

(r) pledges or deposits made to secure reimbursement obligations in respect

of letters of credit issued to support any obligations or liabilities described in clauses (k)

or (I) ofthis definition;

(s) Liens securing the Supplier Receivables Facility;

(t) [intentionally omitted];

(u) stanltory Liens incurred or pledges or deposits made in favor of a

Governmental Authority to secure the performance of obligations of the Borrower and its

Subsidiaries under Environmental Laws to which any assets of the Borrower or any such

Subsidiary are subject;

(v) other Liens created or assumed in the ordinary course of business of the

Borrower and the Covered Group Member; provided that the obligations secured by all

such Liens shall not exceed the principal amount of $1 00,000,000 in the aggregate at any

one time outstanding;

(w) Liens on securities accounts (other than Liens to secure Indebtedness);

(x) Liens under industrial revenue. municipal or similar bonds, only 10 the

extent the corresponding Indebtedness is Permitted Lndebtedncss;

(y) servicing agreements, development agreements, site plan agreements and

other agreements with Governmental Authorities pertaining to the use or development of

any of the properties and assets of the Borrower or any Subsidiary consisting of real

property, provided the same are complied with;

(z) Liens arising from security interests granted by Persons who arc not

Affiliates of the Borrower in such Person's co-ownership interest in Intellectual Property

that such Person co-owns together with any Group Member; and

(aa) during the Challenge Period, Liens securing Reserved Claims.

"Pemlitted Tax Distributions": distributions by the Borrower to the parent of the

Borrower to pennit such Person to (i) pay any franchise taxes and other fees, taxes and expenses

required to maintain such Person's corporate existence and (ii) pay any taxes that arc attributable

to the income, business or operations of the Borrower or any Subsidiaries of the Borrower.

"Pennilted Unsecured Indebtedness": unsecured Indebtedness of the Covered

Group Members other than unsecured Indebtedness described in clauses (a) through (r) inclusive

and (u) of the definition of "Pennitlcd Indebtedness", provided that, (i) in the event that such

USActive 16873804.16 -26-
unsecured Indebtedness, when aggregated with all other Pennitted Unsecured Indebtedness of

the Covered Group Members then outstanding or to be issucd or incurred simultaneously with

such unsecured Indebtcdness, exceeds $1,000,000,000, then on the date such Indebtedness is

incurrcd, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00 after giving pro forma

effect to the incurrence ofsuch Indebtedness, (ii) with respect to any revolving credit facility, the

amount of Indebtedness for the purpose of detennining compliance with clause (i) of this

definition shaH equal the related commitment thereunder and (iii) a portion of the Net Cash

Proceeds ofstlch Indebtedness (other than revolving credit loans) are used 10 prepay the Loans in

accordance with Section 2.5(a).

"Person"; any individual, corporation, company, voluntary association,

partnership, joint venture. limited liability company, tmst, unincorporated association or

government (or any agency. instrumentality or political subdivision thereof) or other entity of

whatever nature.

"Plan": an employee benefit or other plan covered by Title rv of ERISA, OIher

than a Multiemployer Plan, which is sponsored, established, contributed to or maintained by any

Loan I)arty or any ERISA Affiliate. for which any of the Loan Parties or any of their respective

ERISA Affiliates could have any liability, wheLher acnlal or contingent (whether pursuant to

Section 4069 of ERlSA or otherwise) or which any of the Loan Parties or any of their respective

ERlSA Affiliates previously maintained or contributed to during the six years prior to the

Original Effective Date.

"Pledged Entltv": a Subsidiary of a Loan Party whose Capital Stock is subject to

a security inlerest in favor ofthe Lender pursuant to the Collateral Document'S.

"Pledgors"; the parties set forth on Schedule 1.1 D and each other Person that

makes a pledge in favor of the Lender under the Equity Pledge Agreement.

"Post-Closing Letter"; as defined in the recitals hereto.

"Prime Rate"; the rate of interest per annum publicly announced from time to

time by lPMorgan Chase Bank, N.A. (or iflPMorgan Chase Bank. N.A. is no longer announcing

such a rale for any reason, another reference institution selected by the Lender) as its prime rate

in effect at its principal office in New York City (the Prime Rate not being intended to be the

lowest rate of interest charged by JPMorgan Chase Bank, N.A. or such other reference institution

in connection with extensions of credit to borrowers).

"Pro Fonna Cost Savings"; with respect to any period, the reduction in net costs

and related adjustments that (i) were directly attributable to an acquisition or a Disposition that

occurred during the four-quarter period or afier the end of the four-quarter period and on or prior

to the applicable calculation date and calculated on a basis that is consistent with Regulation SX, (ii) were actually implemented by the business that was the subject of any such acquisition or

Disposition within six months after the date of the acquisition or Disposition and prior to the

applicable calculation date that are supportable and quantifiable by the underlying accounting

records ofsuch business or (iii) relate to the business that is the subject of any such acquisition or

Disposition and that the Borrower reasonably detennines are probable based upon specifically

USActive 16873804.16 -27-
identifiable actions to be taken within six months of the date of the acquisition or Disposition

and, in the case of each of (i), (ii) and (iii), are described, as provided below, in an officers'

certificate, as ifall such reductions in costs had been effected as of the beginning ofsllch period.

Pro Fonna Cost Savings described above shall be set forth in a certificate delivered to the Lender

from the Borrower's chief financial officer, treasurer or assistant treasurer that outlines the

specific actions taken or to be taken, the net cost savings achieved or to be achieved from each

stich action and that, in the case of clause (iii) above, such savings have been delemlined 10 be

probable.

"Prohibited Jurisdiction": any country or jurisdiction, from time to time, that is

the subject of a prohibition order (or any similar order or directive), sanctions or restrictions

promulgated or administered by any Governmental Authority of the United States.

"I>rohibited Person": any Person:

(a) subject to the provisions of the Executive Order;

(b) that is owned or controlled by, or acting for or Oll behalf of, any person or

entity that is subject to the provisions of the Execulive Order;

(c) with whom Lhe Lender is prohibited from dealing or otherwise engaging in

any transaclion by any terrorism or money laundering law, including the Executive

Order;

(d) who commits, threatens or conspires to commit or supports "terrorism" as

defined in the Executive Order;

(e) that is named as a "specially designated national and blocked person" on

the most current list published by the OFAC at its official website,

http://www.treas.gov/offices/enforcement/ofac/sdn/tl Isdn.pdf or at any replacement

website or other replacement official publication ofsuch list; or

(I) who is an Affiliate or affiliated with a Person listed above.

"Property": any right or interest in or to property of any kind whatsoever,

whether real, personal or mixed and whether tangible or intangible.

"Records": all books, instruments, agreements, customer lists, credit files,

computer files, storage media, lapes, disks, cards, software, dala, computer progmms, printouts

and other computer materials and records generated by other media for the storage of

infonnation maintained by any Person with respect to the business and operations of the Loan

Parties and the Collateral.

"Recovery Event" any settlement of or payment in respect of any property or

casualty insurance claim (other than the proceeds of any self-insurance) or any condemnation

proceeding relating to any asset of any Covered Group Member in each case, 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 Covered Group Member that is not a Foreign Subsidiary.

USAclive 16873804.16 -28-
"Register": as defined in Section 8.6(b).

"Registration RighlS Agreement": the Equity Registration Rights Agreement

dated as of the Original Effective Date, by and among the Borrower, the Lender, the Canadian

Subscriber, the VEBA and GM Oldco.

"Regulation D": Regulation D ofthe Board as in cffect from time to time.

"Reinvestment Deferred Amount": with respect to any Reinvestment Event, an

amount equal to the specified portion of the Net Cash Proceeds received by any Covered Group

Member in connection thercwith that is intendcd to be reinvested as stated in the applicable

Reinvestment Noticc.

"Rcinvestmcnt Event": any Asset Sale or Recovery Event in respcct of which the

130rrower has delivered a Reinvestment Notice.

"Reinvestment NOIice": a written notice executed by a Responsible Officer

stating that no Default or Event of Default has occurred and is continuing and that the Borrower

(directly or indirectly through a Subsidiary) intcnds and expects to use all or a specified portion

of the Net Cash Proceeds of an Asset Sale or Recovery Event (or committed to be expended

pursuant to a binding contract) to acquire or repair assets useful in its business.

"Reinvestment Prepayment Amount": with respect to any Reinvestment Event.

the Reinvestment Deferred Amount relating thereto less any amount expended (or committed to

be expended pursuant to a binding contract) prior to the relevant Reinvestment Prepayment Date

to acquire or repair assets useful in the Borrower's business.

"Reinvestment Prepayment Date": with respect to any Reinvestment Event, the

earlier of (a) the date occurring one year after such Reinvestment Event and (b) the date on

which the Borrower shall have made a final detemlination not to, or shall have otherwise ceased

to, acquire or repair assets useful in the Borrower's business with all or any portion of the

relevant Reinvestment Defcrred Amount.

"Related Transactions": each of the tnll1sactions described 111 the Transaction

Documents.

"Relevant Period"': the period beginning on the Original Effective Date and

ending on the date that is the latest to occur of the date the Treasury ceases to own any (i) direct

or indirect Capital Stock in the Borrower and (ii) Loans hereunder.

"Replacement Borrower": as defined in Section 6.1.

"Replacement Guarantor": as defined in Section 6.1.

"Reportable Event": any of the events set forth in section 4043(c) of ERISA or

the regulations issued thereunder, other than those events as to which the thirty day notice period

referred to in section 4043(c) of ERlSA have been waived.

USAetivo 16873804.16 -29-
"Requirements of Law": as to any Person, the Certificate of Incorporation and

By-Laws or other organizational or governing documents of such Person, and any law, treaty,

rule or regulation or dctennination of an arbitrator or a court of competent jurisdiction or other

Govemmental Authority, in each case applicable to and binding upon such Person and any of its

property, and to which sllch Person and any of its property is subject.

"Reserve Disbursement": as defined in Section 4.2(a)(iii).

"Reserve Funds": a portion of the Loans deposited on or prior to the Original

Effective Date into the Escrow Account in an amount equal to $16,425,000,000, which shall be

disbursed in accordance with Section 4.2.

"Reserve Notice": with respect to any request for a Reserve Disbursement

hereunder, a notice from the Borrower delivered to the Lender, substantially in the foml of

Exhibit H-l.

"Reserve Reporting Tennination Date": the date that is the earlier of (i) the date

that the balance ofthe Escrow Account is zero and (ii) June 30, 2010.

"Reserved Claims": as defined in the Final DIP Order.

"Responsible Officer": as to any Person, the chief executive officer or, with

respect to financial matters (including, without limitation those matters set forth in

Section 5.2(h», the chief financial officer, treasurer or assistant treasurer of such Person, an

individual so designated from time (0 time by such Person's board of directors or, for the

purposes of Section 5.2 only (other than Section 5.2(h», the secretary or an assistant secretary of

the Borrower, or, in the event any such officer is unavailable at any time he or she is required to

take any action hereunder, "Responsible Officer" shall mean any officer authorized 10 act on

sucb officer's behalf as demonstrated by a certificate or corporate resolution (or equivalent);

provided that the Lender is notified in writing of the identity of such Responsible Officer.

Unless othef\vise qualified, al1 references to "Responsible Officer" in this Agreement shall refer

to a Responsible Officer of the Borrower.

"Restricted Cash": cash, in whatever currency of denomination, and Cash

Equivalents of the Borrower or any of its Subsidiaries (i) that is subject to a Lien other than

(x) cash and Cash Equivalents subject to the Liens created pursuant to the Loan Documents

(except for Restricted Reserve Funds), (y) ordinary course set-off rights of depository banks for

charges and fees related to amounts held therewith and (z) Liens for the benefit of any Loan

Party arising under intercompany transactions, or (ii) the usc of which is otllcf\vise restricted

pursuant to any Requirement of Law or Contractual Obligation (other than the Loan Documents

except to the extent specified above). Notwithstanding the foregoing, none of the cash, in

whatever currency of denomination, and Cash Equivalents of the Borrower or any of its

Subsidiaries deposited with a tnlstee of the VEBA or any othcr short-ternl or long-term voluntary

employee's beneficiary association which the Borrower or relevant Subsidiary may access on an

unrestricted basis for lise in its business shall constitute Restricted Cash.

"Restricted Payments": as defined in Section 6.5.

USActive 16873804.16 -30-
"Restricted Reserve Funds": on any dale of detennination, an amount equal to the

excess, if any, of the amount of Reserve Funds on such date over the aggregate principal amount

of the Loans and loans under the Canadian Facility outstanding on such date.

"Restructuring": the contemplated restructuring of the Initial Borrower and its

Subsidiaries previously disclosed by the Initial Borrower to the Lender including, without

limitation, the acquisition, directly or indirectly, of 100% of the equity interests in the Initial

Borrower by an intennediatc holding company and the assumption of the Obligations of the

Initial Borrower by such intennediate holding company as the Replacement Borrower.

"S&P": Standard & Poor's Ratings Services, a division of The McGraw-Hili

Companies and its successors.

"Sale/Leaseback Transaction": any arrangement with any Person providing for

the leasing by any Covered Group Member or Financing Subsidiary of real or personal property

thai has been or is to be sold or transferred by the applicable Group Member to such Person,

including any other Person to whom funds have been or are to be advanced by such Person on

the security of SLich property or rental obligations of the applicable Group Member.

"SEC": the Securities and Exchange Commission, any successor thereto and any

analogous Governmental Authority.

"Section 363 Sale": as defined in Section 4.I(b).

"Section 363 Sale Order": as defined in Section 4.I(b).

"Securities Act": the United States Securities Act of 1933, as amended.

"Securitization Subsidiary": any Subsidiary fonned for the purpose of, and that

engages in, one or more receivables or securitization financing facilities and other activities

reasonably related thereto.

"Sellers": the sellers party to the Master Transaction Agreement.

"Senior Employee": any of the 25 most highly compensated employees

(including the SEOs) of the Borrower and its Subsidiaries, as detennined pursuant to the niles set

forth in 31 C.F.R. Part 30.

"SEO": a Senior Executive Officer as defined in the EESA and any interpretation

ofsuch teml by the Treasury thereunder, including the rules set forth in 31 C.F.R. Part 30.

"Special Inspector General of thc Troubled Asset Relief Program": The Special

Inspector General of the Troubled Asset Relief Program, as contemplated by Section 121 of the

EESA.

"Specified Benefit Plan": any employee benefit plan within the meaning or

section 3(3) of ERlSA and any other plan, arrangement or agreement which provides for

compensation, benefits, fringe benefits or other remuneration to any employee, fanner employee,

USActive 16873804.16 -31-
individual independent contractor or director, including any bonus, incentive, supplemental

retirement plan, golden parachute, employment, individual consulting, change of control, bonus

or retention agreement, whether provided directly or indirectly by any Group Member or

otherwise.

"Stockholders Agreement": the Stockholders Agreement dated as of the Original

Effective Date. among the Borrower, the Lender, the Canadian Subscriber and the VEBA.

"Strucnlred Financing": Indebtedness (including any Sale/Leaseback

Transaction) issued or incurred by any Stnlcnlred Financing Subsidiary.

"Structurcd Financing Subsidiary": any Financing Subsidiary or Securitization

Subsidiary.

"Subsidiary": with respect to any Person, any corporation. partnership, limited

liability company or other entity of which at least a majority of the securities or other ownership

interests having by the tenns thereof ordinary voting power to elect a majority of the board of

directors or other persons perfonning similar functions of such corporation. partnership or other

entity (irrespective of whether or not at the time securities or other ownership interests of any

other class or classes ofsuch corporation. partnership or other entity shall have or shall have the

right to have voting power by reason of the happening of any contingency) is at the lime directly

or indirectly owned or controlled by such Person or one or more Subsidiaries of such Person or

by such Person and one or more Subsidiaries of such Person. Unless otherwise qualified, all

references to a "Subsidiary" or "Subsidiaries" in this Agreement shall refer to a Subsidiary or

Subsidiaries ofthe Borrower.

"Supplier Receivables Facility": that certain Amended and Restated Credit

Agreement, dated as of July 24. 2009 but cffective as of July 10,2009, betwcen Supplier SPY

and the Treasury.

"Supplier SPV": GM Supplier Receivables LLC. a Delaware limited liability

company.

"Swap Agreement": any agrccment with respect to any swap. forward, future or

derivative transaction or option or similar agreement involving, or settled by reference to. one or

more rates, currencies. comlllodities, equity or debt instmments or securities, or economic,

financial or pricing indices or measures of economic. financial or pricing risk or value or any

similar transaction or any combination of these transactions; provided that no phantom stock or

similar plan providing for payments only on account of services provided by current or fomlcr

directors, officers. employees or consultants of the Borrower or any of its Subsidiaries shall be a

"Swap Agreement."

"TARP Covenants": the collective refercnce to the affinnative covenants in

Sections 5.2(1), 5.2(m), 5.16, 5.17, 5.18, 5.19, 5.20, 5.21, 5.25 and 5.27.

"taxes": except as the context otherwise requires, all taxes of any kind or nature

whatsoever together with penalties, fines, additions to tax and interest thereon.

USActivc 16873804.16 -32-
"Trademark Licenses": all licenses. contracts or other agreements, whether

written or oral, naming any Loan Party as licensor or licensee and providing for the grant of any

right concerning any Trademar~ together with any goodwill connected with and symbolized by

any such trademark licenses, contracts or agreements and the right to prepare for sale or lease

and sell or lease any and all inventory now or hereafter owned by any Loan Party and now or

hereafter covered by such licenses (including, without limitation, all Trademark Licenses

described in Schedule 3.25 hereto).

''Trademarks'': all domestic and foreign trademarks, service marks, collective

marks, certification marks, trade dress, trade names, corporate names, business names, dlb/as.

Internet domain names, designs. logos and other source or business identifiers and all general

intangibles of like nature, now or hereafter owned, adopted, or acquired by any Loan Party

(including. without limitation, all domestic and foreign trademarks, service marks, collective

marks, certification marks, lrade dress, lrade names, business names, dlb/as, Internet domain

names, designs, logos and other source or business identifiers described in Schedule 3.25 hereto).

all applications, regisLrations and recordings thereof (including, without limitation, applications,

registrations and recordings in the United States Patent and Trademark Office or in any similar

office or agency of the United States, any state thereof or any other country or any political

subdivision thereof), and all reissues, extensions or renewals thereof, together with all goodwill

of the business symbolized by such marks.

''Trading With the Enemy Act": as defined in Section 3.19.

''Transaction Documents": each of, and collectively, (i) the Master Transaction

Agreement. (ii) the Section 363 Sale Order, (iii) the Borrower's Organizational Documents,

(iv) the UAW Retiree Settlement Agreement, (v) the Transition Services Agreement and (vi) the

related manufacturing agreements, asset purchase agreements, organi7..o:1.tional documents, finance

support agreements and all other related documentation, each as amended, supplemented or

modificd from time to time in accordance with Section 6.6.

"Transfcree": any Assignee or Participant.

Agreement.

"Transition Services Agreement": as defined ltl the Master Transaction

''Treasury'': as defined in the preamble hereto.

"Treasury's Percentage": on any date of detennination, (i) in the event that the

Treasury is the sole Lender party to this Agreement, 100%, and (ii) in the event that there is more

than one Lcnder party to this Agreement, a percentage equal to (x) the aggregate outstanding

principal amount of Loans held by the Treasury on such date divided Qy (y) the aggregate

outstanding principal amount of Loans held by all Lenders on such date.

'·U.S. Subsidiary": any Subsidiary of any Loan Party that is organized or existing

under the laws of the United States or any state thereof or the District ofColumbia.

"UAW": the International Union, United Automobile, Aerospace and

Agricultural Implement Workers of America.

USAclrve 16873804.16 -33-
"UAW Retiree Settlement Agreement": as defined In the Master Transaction

Agreement.

"Unifonn Commercial Code": the Unifonn Commercial Code as in effect from

time to time in any applicable jurisdiction.

"United States": the United States of Americol.

"United States Subscription Agreement": as defined in the Canadian Facility.

"USA PATRIOT Act'": as defined in Section 3.18(d).

"UST Facility Percentage": on any date of dctennination, a percentage equal to

(x) the aggregate outstanding principal balance of the Loans on such date divided hY (y) an

amount equal to the sum of (i) the aggregate outstanding principal balance of the Loans on such

date and (ii) the aggregate Outstanding Principal of the VEBA Note Facility on such date.

<OUST Rejection Notice": a notice from the Treasury to the Borrower rejecting a

mandatory prepayment under this Agreement following the initial offer to repay the loans

thereunder in accordance with Section 2.5(g) hereof.

"VEBA"; the trust fund established pursuant to the UAW Rctirec Scnlement

Agrecment.

"VEGA Note Facility": the Amended and Restated Secured Note Agreement,

dated as of or about the Effective Date, by and between the VEBA and the Borrower due July 15,

2017 in an original principal amount of $2,500,000,000 in fonn and substance substantially

similar to this Agreement and otherwise satisfactory to the Lender, as the same may be amended,

restated, supplemented or modified from time to time hereaOer in accordance with the tenns and

conditions of this Agreement, the other Loan Documents, and the Intercreditor Agreement.

"VEBA Rejection Notice": a notice from the VEBA to the Borrower rejecting a

mandatory prepayment under the VEBA Note Facility following the initial offer to prepay the

notes thereunder in accordance with Section 2.5(g) ofthc VEGA Notc Facility.

"Vitality Commitment": the covenant set forth in Section 5.27.

"Vitality Commitment Period": the period described in Section 5.27(b).

"Wholly Owned Subsidiary": as to any Person, any other Person all of the

Capital Stock of which (other than qualifying shares required by Applicable Law) is owned by

such Person directly and/or through other Wholly Owned Subsidiaries.

"Wind-Down Credit Agreement"; the S1,175,000,000 Amended and Restated

Secured Supcrpriority Debtor-in-Possession Credit Agreement dated as of the Original Effective

Date, among GM Oldco, the guarantors parties thereto, the Treasury, the Canadian Lender and

the Olher lenders parties thereto from time to time.

USAc:tiYe 1687380416 -34-
Agreement.

"Wind-Down Loan": the "Loan" as defined in the Wind-Down Credit

"Withdrawal Liabilitv": liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such temlS are defined in Part I

of Subtitle E o!'Title IV of ERISA.

1.2. Other Definitional Provisions. (a) Unless otherwise specified therein, all

tenns defined in this Agreement shall have the defined meanings when used in the other Loan

Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or

other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to

Group Members not defined in Section 1.1 and accounting tenns partly defined in Section 1.1, to

the cxtent not defined, shall have the respective meanings given 10 them under GAAP, (ii) the

words "include," "includes" and "including" shall be deemed to be followed by the phrase

"without limitation," (iii) the word "incur" shall be constmed to mean incur, create, issue,

assume, become liable in respect of or suffer to exist (and the words "incurred" and "incurrence"

shall have correlative meanings), (iv) lhe words "asset" and "property" shall be conslTIled to

have the same meaning and effect and to refer to any and all tangible and intangible assets and

properties, including cash, Capital Slock, securitics, revenues, accounts, leasehold interests and

contract rights, (v) rcfercnces to agreements or other Contractual Obligations shalL unless

otherwise specified, be deemed 10 refer to such agreements or Contractual Obligations as

amcnded, supplemented, restated or otherwise modified from time to time, (vi) references to any

Person shall include its successors and assigns and (vii) references to any statute, mle or

regulation shall be to such statute as amended or modified from time to time and to any

successor legislation, rule or regulation thereto, in each case as in effect at the time any such

reference is operative.

(c) The words "hereof," "herein" and "hereunder" and words of similar

import, when used in this Agreement, shall refer to this Agreement as a whole (including the

Schedules and Exhibits hereto) and nol to any particular provision of Illis Agreement (or the

Schedules and Exhibits hereto), and Section, Schedule and Exhibit references are to this

Agreement unless otherwise specified.

(d) The meanings given to temlS defined herein shall be equally applicable to

both the singular and plural forms ofsucb terms.

(e) It is understood and agreed that any reference to the terms "Subsidiary"

and "Affiliate" shall not be deemed or interpreted to include GMAC; provided that, the

ownership thereof by the Borrower does not increase beyond the amount owned immediately

following the consummation of the transactions contemplated by the GMAC Reorganization.

1.3. Conversion of Foreign Currencies. (a) For purposes of this Agreement

and the other Loan Documents, with respect to any monetary amounts in a currency other than

Dollars, the Dollar Equivalent thereof shall be detcrmined bascd on the Exchange Rate in effect

at the time ofsuch detennination (unless otherwise explicitly provided herein).

U$Active 16873804.16 -35-
(b) The Lender may set up appropriate rounding off mechanisms or otherwise

round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to

ensure amounts owing by any party hereunder or that otherwise need to be calculated or

converted hereunder are expressed in whole Dollars or in whole cents, as may be necessary or

appropriate.

SECTION 2

AMOUNT AND TERMS OF LOANS

2.1. Loans. On the Original EfTective Date, pursuant to the Newco Loan

Assumption Agreement, the Borrower assumed the obligations under the DLP Credit Agreement

with respect to a portion of the Tranche B Ternl Loans (as defined in the DIP Credit Agreement)

in Dollars made by the Lender to GM Oldco and in the aggregate amount of $7,072,488,605 (the

"Loans"), a portion of which in the amount of $360,624,198 has been prepaid prior to the date

hereof pursuant to Section 2.5(e) of the Ex.isting Credit Agreement. The Loans may from time to

time be Eurodollar Loans or, solely in the circumstances specified in Section 2.8, ABR Loans.

Loans repaid or prepaid may not be reborrowed.

2.2. [Intentionally Omittedl.

2.3. Repayment of Loans; Evidence of Debt. (a) The Loans slmll be repayable

on the Maturity Date.

(b) Pursuant to Section 4.I(a), the Borrower executed and delivered the Initial

Note on the Original Effective Date. FoHowing any assignment or transfer of the Loans pursuant

to Section 8.6, the Borrower agrees that, upon the request of the Lender, the Borrower shall

promptly execute and deliver to the Lender Notes reflecting the Loans assigned or transferred

and the Loans retained by the Lender. ifany.

2.4. Optional Prepavments. The Borrower may at any time and from time to

time prepay the Loans, in whole or in part, without premium or penalty, upon irrevocable notice

delivered to the Lender no later than 12:00 noon (New York City time) three Business Days prior

to the date such prepayment is requested to be made, which notice shall specify the date ofsuch

prepayment and the amou.nt of such prepayment; provided that if the Loans are prepaid on any

day other than the last day of the Interest Period applicable thereto, the Borrower shall also pay

any amounts owing pursuant to Section 2.10. Ifany such notice is given, the amount specified in

such notice shall be due and payable on the date specified therein, together with accmed interest

to such date on the amount prepaid and shall be applied as provided in Section 2.5(d). Partial

prepaymenls of Loans shall be in an aggregate principal amount of $100,000,000 or a whole

multiple thereof or, if less, the entire principal amount thereof then outstanding.

2.5. Mandatory Prepayments. (a) If any Additional Secured Indebledness, or

Permitted Unsecured Indebtedness is incurred by any Covered Group Member, then promptly

upon the receipt of any Net Cash Proceeds from such incurrence (and in any case not more than

twenty Business Days thereafter), the Loans shall be prcpaid by an amount equal to the

Applicable Net Cash Procecds of such incurrence, as set forth in Section 2.5(d). If any amount

USAetive 16873804.16 -36-
in respect of Attributable Obligations under a Sale/Leaseback Transaction is required to be

applied as a prepayment of tbe Loans pursuant to clause (n) of the definition of "Permitted

Indebtedness," tben promptly upon tbe receipt of any Net Cash Proceeds from sueh

SalclLeaseback Transaction (and in any case not more than twenty Business Days thereafter), the

Loans shall be prepaid by an amount equal to the Applicable Net Cash Proceeds of such

Sale/Leaseback Transaction, as set forth in Section 2.5(d). With respect to any such

Indebtedness incurred by an applicable Non-U.S. Subsidiary, the aggregate amount of the

Applicable Net Cash Proceeds thereof required to be applicd pursuant to Section 2.5(d) to the

prepayment of the Loans shall be subject to reduction to the extent that expatriation of such

Applicable Net Cash Proceeds (i) would result in material adverse tax or legal consequences

(including, without limitation, violation of Contractual Obligations), (ii) would be reasonably

likely to result in adverse personal liability of any director of such Non-U.S. Subsidiary, or

(iii) would result in the insolvency of such Non-U.S. Subsidiary. The provisions of this Section

do not constitute a consent to the incurrence of any Indebtedness by any Group Member to which

consent is otherwise required under this Agreement or the other Loan Documents.

Notwithstanding lhe foregoing, no prepayment shall be required under this Section 2.5(a) if

(A) the aggregate principal amount of Indebtedness and any Attributable Obligations incurred by

the applicable Covered Group Member on the date of lncurrence docs not exceed $5,000,000, or

(8) the Indebtedness was incurred or issued by a Foreign Subsidiary, General Motors China, Inc.

or GM APO Holdings LLC solely for the purpose of funding operations olltside the United

States and Canada.

(b) If on any date any Covered Group Member shall receive Net Cash

Proceeds from any Asset Sale, Recovery Event or Extraordinary Receipt, then unless a

Reinvestment Notice shall be delivered in respect of any Asset Sale or Recovery Event, promptly

lIpon receipt by such Covered Group Member of such Net Cash Proceeds (and in any case not

more than twenty Business Days thereafter), the Loans shall be prepaid by an amount equal to

the Applicable Net Cash Proceeds ofsuch Asset Sale, Recovery Event or Extraordinary Receipt,

as applicable, as set forth in Section 2.5(d); provided that, on each Reinvestment Prepayment

Date, the Loans shall be prepaid by an amount equal to the Reinvestment Prepayment Amount

with respect to the relevant Reinvestment Event, as set forth in Section 2.5(d). With respect to

any Net Cash Proceeds realized or received by an applicable Non~U.S. Subsidiary in connection

with any Asset Sale, Recovery Event or Extraordinary Receipt, the aggregate amount of

Applicable Net Cash Proceeds thereof required to be applied pursuant to this Section 2.5(b) t.o

the prepayment of the Loans shall be subject to reduction to the extent that expatriation of such

Net Cash Proceeds (i) would result in material adverse tax or legal consequences (including,

without limitation, violation ofContraclUal Obligations), (ii) would be reasonably likely to result

in adverse personal liability of any director of such Non-U.S. Subsidiary, or (iii) would result in

the insolvency of such Non-U.S. Subsidiary. The provisions of this Section 2.5(b) do not

constitute a consent to the consummation of any Disposition not pennitted by Section 6.12.

(c) [Intentionally omitted].

(d) Amounts to be applied in connection with prepayments made pursuant to

Section 2.4 and this Section 2.5 shall be applied, (i) first, to pay accmed and unpaid interest in

respect of the Loans and all other Obligations then due and payable other than principal under

USActive 16873804.16 -37-
the Loans. and (ii) second. to repay the Loans. Any such prepayment shall be accompanied by a

notice to the Lender specifying the amount ofsuch prepayment.

(e) [Intentionally omitted].

(f) Notwithstanding anything to the contrary in the Loan Documents, if, on

June 30,2010 any funds renmin on deposit in the Escrow Account, the Borrower shall, or shall

cause the Escrow Bank to, apply an amount equal to 83.898% ofslIcb funds to the prepayment of

the Loans as set faith in Section 2.5(d), provided that. the Borrower may request that the date on

which all or a portion of such funds shall be applied to such prepayment be extended to a date

not later than June 30. 20 II, which may be consented to by the Lender in its sole discretion.

(g) Notwithstanding anything to the contrary in Section 2.5(d), with respect to

the amount of any mandatory prepayment required to be made pursuant to Section 2.5(a) or

2.5(b) (the "Mandatory Prcpayment Amount"), at any time when the Treasury is a Lender

hereundcr, the Borrower may, in lieu of applying the Treasury's Pcrcentagc of such amount to

the prepayment of thc Treasury's Loans as provided in Section 2.5(d), on the date specified in

Section 2.5(a) or 2.5(b), as applicable (thc "Orrcr Date"), for such prepayment, deliver a writtcn

offer to the Treasury to pemlit the Treasury 10 decline all or a portion of such mandatory

prepayment; provided that, the Borrower shall pay to each Lender other than the Treasury such

Lender's pro mta sharc ofsuch mandatory prepayment as otherwise required by Section 2.5(a} or

2.5(b). as applicable. If. no later than five Business Days following the Offer Date (the

"Mandatory Prepayment Datc·'). (i) the Treasury and the Borrower have mutually agreed, the

Treasury may deliver a written notice to reject (a "UST Rejection Noticc") all or a portion ofthe

applicable Mandatory Prepayment Amount (such rejected amount, thc "Rejected Prepaymcnt

Amount"), and the Borrower shall offer to apply the Rejected Prepayment Amount to the

Canadian Facility and the VEBA ote Facility in accordance with Section 2.5(h}, and

(ii) othcrwise, the Treasury's Loan shall be repaid on the Mandatory Prepayment Date, together

with all accmed and unpaid intcrest thereon. For avoidance of doubt, the Treasury is the sale

Lender that Illay reject a mandatory prepayment pursuant to this Section 2.5(g) and such right

shall not be available to any othcr Lender.

(h) In the event that there is any Rejected Prepayment Amount relating to a

mandatory prepayment required to be made pursuant to Section 2.5(a) and the Canadian Lendcr

is a Icnder under the Canadian Facility or thc VEBA is a noteholder under the VEBA Note

Facility, the Borrower shall orrcr to apply the Rejected Prepaymcnt Amount to the loans undcr

thc Canadian Facility and the notes under the VEBA ate Facility on thc datc that is five

Business Days aftcr the date the Treasury has delivered a UST Rejection Notice, as follows:

(i) if the VEBA is no longer a noteholdcr under the VEBA ate

Facility, the entire Rejected Prepaymcnt Amount shall bc offered to thc Canadian Lender

as a prepayment of the Canadian Facility in accordance with the tcnns of Section 2.07(d}

of tile Canadian Facility;

(ii)

Facility, the entire

USAdive 16873804.16

if the Canadian Lender is no longer a lender under thc Canadian

Rejected Prepayment Amount shall be offered to the VEBA as a

-38-
prepayment of the VEBA ote Facility in accordance with Section 2.5(j) of the VEBA

Note Facility; or

(iii) otherwise, the Rejected Prepayment AmounL shall be offered to

both the Canadian Lender and the VEBA on a pro rata basis based on the aggregate

outstanding principal balance of the Canadian Lender's loans outstanding under the

Canadian Facility on the date of such ofTer and the portion of the Outst<lnding Principal

(as defined in the VEBA Note Facility) attributable to the Notes (as defined in the VEBA

Note Facility) held by the VEBA on the date ofsuch ofTer.

Any amounts rejected by the Canadian Lender or the VEBA, as applicable, following any ofTer

pursuant to this Section 2.5(h) may be retained by the Borrower. In the event that the Canadian

Lender is no longer a lender under the Canadian Facility and the VEBA is no longer a noteholder

under the VEBA Note Facility, the Borrower may retain any Rejected Prepayment Amount;

provided that, the Borrower may not use any portion of any Rejected Prepayment Amount to

make an optional prepayment pursuant to Section 2.4.

(i) In the event that there is any Rejected Prepayment Amount relating to a

mandatory prepayment required to be made pursuant to Section 2.5(b) and the VEBA is a

noteholder under the VEBA Note Facility, the Borrower shall offer to apply the Rejected

Prepayment Amount to the VEBA as a prepayment of the VEBA Note Facility on the date that is

five Business Days after the date the Treasury has delivered a UST Rejection NOlice, in

accordance with Section 2.5(j) of the VEBA ote Facility. Any amounts rejected by the VEBA

following any ofTer pursuant to Section 2.5(j) of the VEBA Note Facility may be retained by the

Borrower. In the event that the VEBA is no longer a noteholder under the VEBA Note Facility,

the Borrower may retain any Rejected Prepayment Amount relating to a mandatory prepayment

required to be made pursuant to Section 2.5(b); provided that, the Borrower may not use any

portion of any Rejected Prepayment Amount to make an optional prepayment pursuant to

Section 2.4.

U) If on any date, the Borrower or GM Canada shall have received a

Canadian Lender Rejection Notice or a VEBA Rejection Notice, the Borrower shall at any timc

when the Treasury is a Lender hereunder, deliver a written olTer to the Treasury to prepay on the

date that is five Business Days after the date of the Canadian Lender Rejection Notice or the

VEBA Rejection Notice, as applicable, the Loans held by the Treasury by an amount equal to the

Applicable Rejected Prepayment Amount. The Treasury may, in its sole discretion, elect to

reject all or a portion ofsuch Applicable Rejected Prepayment Amount. Any amounts rejected

by the Treasury following any offer pursuant to this Section 2.5G) may be retained by the

Borrowcr; provided that, the Borrower may not use any portion of any Applicable Rejected

Prepayment Amount to make an optional prepayment pursuant to Section 2.4. For the avoidance

of doubt, the Treasury is the sole Lender that shall be offered, and shall have the right to reject,

any Applicable Rejected Prepayment Amount.

(k) Notwithstanding anything to the contrary set forth herein, the Borrower

shall not be required to make an offer to any of the Treasury, the Canadian Lender or the VEBA

pursuant to Section 2.5(g). (h), (i) or (j) in excess of the outstanding principal balance of the

Treasury's Loans, the outstanding principal balance of the Canadian Lender's loans under the

USActive 16873804.16 -39-
Canadian Facility, or the Outstanding Principal of the VEBA under the VEBA Note Facility, as

applicable.

2.6. Interest Rates and Payment Dates/Fcc Payment Dates/Fees. (a) Each

Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto

at a rate per annum equal to the Eurodollar Rate dctemlined for such Interest Period plus the

Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR

plus the Applicable Margin.

(c) When any Event of Default has occurred and is continuing and the Lender

has dctemlined in its sole discreiion not to pennit such continuations, no Eurodollar Loan may be

continued as such.

(d) If at any time any Event of Default shall have occurred and be continuing,

(i) all outstanding Loans shall bear interest at a rate per annum equal to the rate that would

otherwise be applicable thereto pursuant to the foregoing provisions of this Section 2.6 plus 2%

per annum, which. in the sole discretion ofthe Lender, may be the rate of interest then applicable

to ABR Loans, and (ii) all other outstanding Obligations shall bear interest at 2% above the rate

per annum equal to the ratc of interest then applicable to ABR Loans.

(e) ['Intentionally omittedl

(f) Interest shall be payable in arrears on each Interest Payment Date,

provided that interest accruing pursuant to paragraph (d) of this Section 2.6 shall be payable from

time to time on demand.

2.7. Computation of Interest and Fees. (a) Interest and fees payable pursuant

hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that

with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime

Rate, the interest thereon shall be calculnted on the basis of a 365· (or 366-) day year for the

actual days elapsed. The Lender shall, as soon as practicable, and promptly, notify the Borrower

of each determination of a Eurodollar Rate. Any change in the interest rate on the Loans

resulting from a change in the ABR or the Eurocurrency Reserve Requirements shall become

effective as of the opening of business on the day on which such change becomes effective. The

Lender shall. as soon as practicable, and promptly, notify the Borrower of the effective date and

the amount of each such change in interest rate.

(b) Each detennination of an interest rate by the Lender pllrsuant to any

provision of this Agreement shall be conclusive and binding on the Borrower in the absence of

manifest error. The Lender shall, at the request of the Borrower, deliver to the Borrower a

statement showing the quotations used by the Lender in determining any interest rate pursuant to

Section 2.7(3).

USActive 16873804.16 -40-
2.8. Inability to Determine Interest Rate: JIIegality. (a) If prior to the first day

of any Interest Period:

(i) the Lender shall have determined (which determination shall be

conclusive and binding upon the Borrower) that, by reason of circumstances affecting the

relevant markct, adequate and reasonable means do not exist for ascertaining the

Eurodollar Rate for such Interest Period, or

(ii) the Lender shall have determined that the Eurodollar Rate

detemlined or to be determined for such Interest Period will not adequately and fairly

renect the cost to the Lender (as conclusively certified by the Lender) of making or

maintaining its Loans during such Interest Period;

the Lender shall give telccopy or telephonic notice thereof to the Borrower as soon as practicable

thereafter. If such notice is given pursuant to clause (i) or (ii) of this Section 2.8(a) in respect of

Eurodollar Loans, then any outstanding Eurodollar Loans shall be converted, on the last day of

the then-current [nterest Period. to ABR Loans. Until such relevant notice has been withdrawn

by the Lender. the Borrower shall not have the right to convert ABR Loans to Eurodollar Loans.

(b) If the adoption of or any change in any Requirement of Law or in the

interpretation or application thereof shall make it unlawful for the Lender to maintain Eurodollar

Loans as contemplated by this Agreement. the Lender shall give notice thereof to the Borrower

describing the relevant provisions of such Requirement of Law, following which the Lender's

outstanding Eurodollar Loans shall be converted automatically on the last day of the then current

Interest Periods with respect to such Loans (or within such earlier period as shall be required by

law) to ABR Loans. Ifany such conversion or prepayment ofa Eurodollar Loan occurs on a day

which is not the last day of the then current Interest Period with respect thereto, the Borrower

shall pay to the Lendcr such amounts. if any. as may be required pursuant to Section 2.10.

2.9. Treatment of Payments. (a) [Intcntionally omittcd].

(b) Amounts paid on aceolillt of the Loans may not be reborrowed.

(c) [Intentionally omitted].

(d) All payments (including prepayments) to be made by the Borrower

hereunder. whcther on account of principal. interest, fees or otherwise, shall be made without

setofTor counterclaim and shall be made prior to 3:00 p.m. ew York City time) on the duc date

thereofIo the Lender at its Funding Office, in Dollars and in immediately available funds. Ifany

payment hereunder (other than payments on the Eurodollar Loans) becomes due and payable on

a day other than a Business Day, such payment shall be extended to the next succeeding

Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other

than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day

unless the result of such extension would be to extend such payment into another calendar

month, in which event such payment shall be made on the immediately preceding Business Day.

In the case of any extension of any payment of principal pursuant to the preceding two sentences,

interest thereon shall be payable al the then applicable ratc during such extension.

USActive 16873804.16 -41-
2.10. Indemnity. The Borrower agrees to indemnify thc Lender for, and to hold

the Lender hannlcss from. any loss or expense that the Lender may sustain or incur as a

consequence of (a) default by the Borrower in making any prepayment after the Borrower has

given a notice thereof in accordance with the provisions of this Agreement or (b) the making ofa

prepayment of Eurodollar Loans on a day that is not the last day of an Interest Pcriod with

respect thereto. Such indemnification may include an amount equal to the excess. if any, of

(i) the amount of interest that would have accrucd on the amount so prepaid for the period from

the date ofsuch prepayment to the last day ofsuch Interest Pcriod in each case at the applicable

ratc of interest for such Loans provided for hercin (cxcluding, however. the Applicable Margin

included therein, if any) .2:!:£( (ii) the amount of intcrest (as reasonably detcnnined by the Lender)

that would have accrued to the Lcnder on such amount by placing such amount on deposit for a

comparable period with Icading banks in the interbank Eurodollar market. A certificate as to any

amounts payable pursuant to this Section 2.10 submitted to lhe Borrower by the Lender shall be

conclusive in the abscnce of manifest error and shall be payable within 30 days of rcceipt of any

such notice. The agreemcnts in this Section 2.10 shall survive the tennination of this Agreemcnt

and the payment ofthc Loans and all othcr amounts payable hereunder.

2.11. [Intentionally Omitted].

2.12. Taxes. (a) Except as required by Applicable Law, all payments made by

the Borrower under this Agreement or any other Loan Document shall be made free and clear or.

and without deduction or withholding for or on account of, any present or future income, stamp

or other taxes, levies. imposts. duties, charges, fees, deductions or withholdings, now or hereafter

imposed. levied. collected, withheld or assessed by any Governmental Authority, excluding net

or overall gross income taxes or net or overall gross profit taxes, franchise taxes (imposed in lieu

of net or overall gross income taxes), capital taxes and branch profit taxes imposed on the Lender

as a result of a present or fonner connection between the Lender and the jurisdiction of the

Governmental Authority imposing such tax or any political subdivision or taxing authority

thereof or therein (otl\er than any such connection arising solely from the Lender's having

executed, delivered or perfonned its obligations or received a payment under, or enforced. this

Agreement or any other Loan Document). If any such non-excluded taxes (such taxes, excluding

Excluded Taxes, "Non-Excluded Taxes") arc required to be withheld from any amounts payable

by the Borrower to the Lender hereunder, the amounts so payable to the Lender shall be

increased so tllat arlcr making or allowing for all such required withholdings (including

withholdings applicable to additional amounts payable under this Section 2.12) the Lendcr

receives an amOllnt equal to the sum it would have received had no such withholdings been

required; provided, however, that the Borrower shall not be required to increase any such

amounts payable to thc Lender with respect to anyon-Excluded Taxes that are (i) attributable

to the Lender's failure to comply with the requirements of paragraph (d) of this Section 2.12.

(ii) taxes imposed by way of withholding on net or gross income. but not excluding such taxes

arising as a result of a change in Applicable Law occurring after (A) the date that the Lender

became a party to this Agreement (unless after that date the Lender has designated a new lending

officc. in which case sub-clause (C) below shall apply), or (B) with respcct to an assignment,

acquisition or grant of a participation, the effective date of such assignment. acquisition or

participation, exccpt to the extent that the Lender's predecessor was entitled to such amounts, or

(C) with respect to the designation of a new lending office, the effective datc ofsuch designation,

except Lo the extent the Lcnder was entitled to receive such amounts with respect to its previous

USActlve 16873804.16 -42-
lending office, and (iii) taxes resulting from the Lender's gross negligence or willful misconduct

(collcctively, and togclher with the taxes excluded by the first sentence of lhis Section 2.12,

"Excluded Ta,'{cs").

(b) In addition, the Borrowcr shall pay any Olher Taxes to the relevant

Governmental Authority in accordance with Applicable Law.

(c) Whenever anyon-Excluded Taxes or Other Taxes are payable by the

Borrower, as promptly as possible thereafter, the Borrower shall send to the Lender, a certified

copy of an original official receipt received by the Borrower showing payment thereof (or if an

official receipt is not available, such other evidence of payment as shall be reasonably

satisfactory to such Lender). If the Borrower fails to pay any Non-Excluded Taxes or Other

Taxes required to be paid by the Borrower under this Section 2.12 when due to the appropriate

taxing authority or fails to remit to the Lender the required receipts or other required

documentary evidence, the Borrower shall indemnify the Lender and hold the Lender hamlless

against any such Non-Excluded Taxes or Other Taxes and for any incremental taxes, interest or

penalties that may become payable by the Lender as a result of any such failure to remit or pay.

The agreements in this Section 2.12 shall sUlvive the tennination of this Agreement and the

payment ofthe Loan and all other amounts payable hereunder.

(d) Each Lender (or any Transferee) (olher than lhe United States government

(including the Treasury» that either (A) is not incorporated under the laws of lhe United States.

any state thereof. or the DisITict of Columbia or (B) whose name does not include

"Incorporated;' ..Inc.•·· ··Corporation." "Corp.," ,·P.C.... ·'insurance company;' or "assurance

company" (a ··Non·U.S. Lender") shall deliver to the Borrower. so long as such Lender is legally

emitled to do so. two originals of eilher U.S. Internal Revenue Service Form W-9, Fornl W8BEN. Fonn W-8EXP, Foml W-8ECI. or in the case of a Non-U.S. Lender claiming exemption

from U.S. federal withholding tax under Section 87 I(h) or 881(c) of the Code with respect to

payment of "portfolio interest", a Fornl W-8BEN (along with a statement as to certain

requirements in order to claim an exemption for "portfolio interest" reasonably acceptable to the

Borrower), or Form W-8IMY (with applicable attachments), or any subsequent versions thereof

or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming

a complete exemption from (or reduced rate of) Uniled States federal withholding tax on all

payments by the Borrower under this Agreement or any other Loan Document. In addition. each

Lender shall provide any other U.S. tax fonns (with applicable allachments) as will reduce or

eliminate United States federal withholding tax on payments by the Borrower under this

Agreement or any other Loan Document. Each Lender (other than the United Slates government

(including the Treasury» shall provide the appropriate documentation under this clause (d) at tbe

following times: (I) prior to the flfSt payment date after becoming a party to this Agreement,

(2) upon a change in circumstances or upon a change in law, in each case. requiring or making

appropriate a new or additional fonn, certificate or documentation. (3) upon or before the

expiration. obsolescence or invalidity of any documentation previously provided to lhe Borrower

and (4) upon reasonable request by the Borrower. If the Lender is entitled to an exemption from

or reduction of withholding tax under the law of the jurisdiction in which the Borrower is

located. or any treaty to which such jurisdiction is a party. with respect to payments under this

Agreement, then the Lender shall deliver to the Borrower. at the time or times prescribed by

Applicable Law or reasonably requested by the Borrower. such properly completed and executed

USAetive 16873804.16 -43-
documentation as will pennit such payments to be made without withholding or at a reduced

rate, provided that the Lender is legally entitled to complete, execute and deliver such

documentation and in the Lender's reasonable judgment such completion, execution or

submission would not materially prejudice the legal position of the Lender.

(e) If the Lender detennines that it has received a refund, credit, or other

reduction of taxes in respect of anyon-Excluded Taxes or Other Taxes paid by the Borrower.

as to which it has been indemnified by the Borrower, or with respect to which the Borrower has

paid additional amounts pursuant to this Section 2.12, the Lender shall within 60 days from the

date of actual receipt of such refund or the filing of the tax return in which such credit or other

reduction results in a lower tax payment, pay over such refund or the amount of such tax

reduction to the Borrower (but only to the extent of such Non-Excluded Taxes or Other Taxes

paid by the Borrower, indemnity payments made by the Borrower with respect to such NonExcluded Taxes or Other Taxes, or additional amounts paid by the Borrower with respect to such

Non-Excluded Taxes or Other Taxes, as applicable), net of all out of pocket expenses of the

Lender, and without interest (other than interest paid by the relevant Governmental Authority

with respect to such refund). lotwithstanding anything to the contrary in this Agreement. upon

the request of the Lender, the Borrower agrees to repay any amount paid over to the Borrower

pursuant to the immediately preceding sentence (plus penalties, interest. or other charges) if the

Lender is required to repay such amount to the taxing Governmental Authority. This paragraph

shall not be construed to (i) interfere with the rights of any Lender to arrange its tax affairs in

whatever manner it sees fit, (ii) obligate any Lender to claim any tax refund, (iii) require any

Lender to make available its tax returns (or any other infonnation relating to its taxes or any

computation with respect thereof which it deems in its sole discretion to be confidential) to the

Borrower or any other Person, or (iv) require any Lender to do anything that would in its sole

discretion prejudice its ability to benefit from any other refunds, credits, reliefs, remissions or

repayments to which it may be entitled.

(f) Each Lender that is an Assignee shall be bound by this Section 2.12.

(g) The agreements contained in this Section 2.12 shall survive the

tennination of this Agreement or any other Loan Document and the payments contemplated

hereunder or thereunder.

2.13. Requirements of Law. (a) If any Requirement of Law or any change in

the interpretation or application thereof or compliance by the Lender with any request or

directive (whether or not having the force of law) from any central bank or other Governmental

Authority made subsequent to the Original Effective Date:

(i) shall subject the Lender to any tax of any kind whatsoever with

respect to this Agreement or the Loan or change the basis of taxation of payments to the

Lender in respect thereof (provided that, this clause (i) shall not apply to any withholding

taxes or taxes covered by Section 2.12);

(ii) shall impose, modify or hold applicable any reserve. special

deposit, compulsory advance or similar requirement or otherwise impose any cost on the

USAetive 16873804.16 -44-
Lender in connection witb funding or maintaining the Loan or other extensions of credit,

which is not otberwise included in Lhe dctcnnination of the Eurodollar Rate bereunder;

(iii) shall impose on the Lender any other condition;

(iv) and tbe rcsult of any of the foregoing is to increase the cost to the

Lender, by an amount which the Lender deems to be material, of making, continuing or

maintaining the Loan or to reduce any amount receivable hereunder in respect thereof.

then, in any such case, the Borrower shall promptly pay the Lender such additional

amount or amounts as will compensate the Lender for such increased cost or reduced

amount receivable Lhereafter incurred.

(b) If Lhc Lender shall have determined in its sole discretion that the adoption

of or any change in any Requirement of Law regarding capital adequacy or in the interpretation

or application thereof or compliance by the Lender or any Person controlling the Lender with

any request or directive regarding capital adequacy (whether or not having the force of law) from

any Governmental Authority made subsequent 10 the Original Effective Date shall have the

effect of reducing the rate of return on the Lender's or such Person's capital as a consequence of

any obligations hereunder to a level below that which the Lender or such Person (taking into

consideration Lhe Lender's or such Person's policies with respect Lo capital adequacy) by an

amount deemed by the Lender to be material, then from time to time, the Borrower shall

promptly pay to the Lender such additional amount or amounts as will thereafter compensate the

Lender for such reduction.

(c) If the Lender becomes entitled to claim any additional amounts pursuant

to this Section 2.13, it shall promptly notify the Borrower of the evenl by reason of which it has

become so entitled. A certificate as to any additional amounts payable pursuant to Ihis

Section 2.13 submitted by the Lender 10 the Borrower shall be conclusive in the absence of

manifest error.

SECTION 3

REPRESENTATIONS ANI) WARRANTIES

To induce the Lender to enter into this Agreement, each Loan Party represents to

the Lender, with respeci to itself and each of its Subsidiaries that is a Covered Group Member,

thnt as ofthe Effective Date and the date of each withdrawal from the Escrow Account:

3.1. Existence. Eacb Covered Group Member (a) 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), except, with respect to Covered

Group Members that are not Loan Parties, where the failure to be so organized, existing or in

good standing would not reasonably be expt.--ctcd to have a Material Adverse Effect, (b) has all

requisite corporate or other power, and has all governmental licenses, authorizations, consents

and approvals. necessary to own its assets and carry on its business as now being or as proposed

to be conducted, except where the lack of such licenses, authorizations, consents and approvals

would not be reasonably likely to have a Material Adverse Effect, (c) is qualified to do business

and is in good standing in all oLher jurisdictions (to the extent such concept is applicable in the

USActIve 16873804 16 -45-
relevant jurisdictions of organization) in which the nahlre of the business conducted by it makes

such qualification necessary, except where failure so to qualify would no! be reasonably likely

(either individually or in the aggregate) to have a Material Adverse Effect, and (d) is in

compliance in all material respects with all Requirements of Law.

3.2. Financial Condition. GM Oldco has heretofore furnished to the Lender a

copy of its audited Consolidated balance sheet as at December 31, 2008, with the opinion

thereon of DeloiUe & Touche LLP or such other independent auditor acceptable to the Lenders, a

copy of which has been provided to the Lender. GM Oldco has also heretofore furnished to the

Lender the related Consolidated statements of equity (deficit) and of cash flows for GM Oldeo

and its Consolidated Subsidiaries for the fiscal year ended December 31, 2008, setting forth in

comparative fonn the same infonnation for the previolls year. All sllch financial statements are

materially complete and correct and fairly present the Consolidated financial condition of GM

Oldco and its Consolidated Subsidiaries and the Consolidated results of their operations for the

fiscal year ended December 31, 2008, all in accordance with GAAP applied on a consistent

basis.

3.3. Litigation. Except as set forth on Schedule 3.3 hereto or otherwise

disclosed by a Responsible Officer in writing to the Lender from time to time, there are no

actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge, threatened

against any Covered Group Member or affecting any of their respective Property before any

Governmental Authority, (i) as to which individually or in the aggregate there is a reasonable

likelihood of an adverse decision which could reasonably be expected to have a Material

Adverse Effect or (ii) which questions the validity or enforceability of this Agreement or any of

the other Loan Documents or any action to be taken in connection with the transactions

contemplated hereby or thereby and could reasonably be expected to have a Material Adverse

Effect.

3.4. No Breach. Neither the execution and delivery of the Loan Documents

nor the consummation of the transactions therein contemplated in compliance with the tenns and

provisions thereof will (a) conOict with or result in a breach of 0) the charter, by laws, certificate

of incorporation, operating agreement or similar organizational doculllent of any Covered Group

Member, (ii) any Requirement of Law, (iii) any Applicable Law, mle or regulation, or any order,

writ, injunction or decree of any Governmental Authority, (iv) any material Contractual

Obligation to which any Loan Party is a party or by which any of them or any of their Property is

bound or to which any of them or any of their Property is subject. or (b) constitute a default

under any material Contractual Obligation to which any Loan Party is a party or by which any of

them or any of their Property is bound or to which any of them or any of their Property is

subject, or (c) (except for Pennitted Liens) result in the creation or imposition of any Lien upon

any property of any Loan Party, pursuant to the terms of any sllch agreement or il1stnlluent.

3.5. Action, Binding Obligations. (i) Each Loan Party has all necessary

corporate or other power, authority and legal right to execute, deliver and pcrfonn its obligations

under each of the Loan Documents to which it is a party; (ii) the execution, delivery and

perfommnce by each Loan Party of each of the Loan Documents to which it is a party has been

duly authorized by all necessary corporate or other action on its part; and (iii) each Loan

Document has been duly and validly executed and delivered by each Loan Party party thereto

USActive 16873804.16 -46-
and constitutes a legal, valid and binding obligation of each Loan Party party thereto, enforceable

against such Loan Party in accordance with its temls, subject to the Bankruptcy Exceptions.

3.6. Approvals. No authorizations, approvals or consents of, and no filings or

registrations with, any Governmental Authority, or any other Person, are necessary for the

execution, delivery or perfonnance by each Loan Party of the Loan Documents to which it is a

party for the legality. validity or enforceability thereof, except for filings and recordings or other

actions in respect of the Liens pursuallt to the Collateral Documents, unless the same has already

been obtained and provided to the Lender. The execution, delivery and perfonnance of the

Transaction Documents do not and will not require any consent, approval. authorization or other

order of, action by, filing with, or notification to, any Governmental Authority, except consents,

approvals, authorizations, filings and notices that have been obtained or made and which are in

full force and effect or which are not required by the temlS of the Transaction Documents to be

in effect prior to the Effective Date, except where the failure to obtain such consent, approval,

authorization or action, or to make sllch filing or notification, would not prevent or materially

delay the consummation of the Related Transactions and would not have a Purchaser Material

Adverse Effect (as defined in the Master Transaction Agreement).

3.7. Taxes. Each Covered Group Member has timely filed or caused to be

filed all federal, state and other material tax rehlms that are required to be filed and all such tax

returns are tme and correct in all material respects and such Covered Group Member has timely

paid all material taxes levied or imposed on it or its property (whether or not shown to be due

and payable on said returns) or on any assessments made against it or any of its property and all

material other taxes, fees or other charges imposed on it or any of ilS property by any

Govenunental Authority (other than any taxes, fees or other charges the amount or validity of

which are currently being contested in good faith by appropriate proceedings and with respect to

which adequate reserves have been provided on the books of the Covered Group Members). The

charges, accruals and reserves on the books of each Covered Group Member in respect of taxes

and other governmental charges are, in the opinion of such Covered Group Member, adequate;

any taxes, fees and other governmental charges payable by any Covered Group Member in

connection with the execution and delivery of the Loan Documents have been paid; no tax Lien

(except for any Permitted Liens) bas been filed with respect to any Covered Group Member or

property of any Covered Group Member; each Covered Group Member has satisfied all of its

material tax withholding obligations; and no Covered Group Member has ever "participated" in a

"listed transaction" within the meaning ofTreasury Regulation section 1.6011-4.

3.8. Investment Company Act. None of the Loan Parties is required 10 register

as an "investment company", or is a company "controlled" by a Person required to register as an

"investment company", within the meaning of the Investment Company Act of 1940, as

amended. No Loan Party is subject to any Federal or state stahlte or regulation which limits its

ability to incur Ijldebtedness.

3.9. [lntentionatly Omittedl.

3.10. Chief Executive Office; Chief Operating Oflice. The chief executive

office and the chief operating office on the Effective Date for each Loan Party is located at the

location set forth on Schedule 3.10 hereto.

USActive 16873804.16 -47-
3.11. Location of Books and Records. The location where the Loan Parties

keep their books and records, including all Records relating to their business and operations and

the Collateral, are located in the locations set forth in Schedule 3.11 or at such other locations as

to which the Borrower shall have notified the Lender in writing from time to time pursuant to the

Loan Documents.

3.12. Tme and Complete Disclosure. The infonnation, reports, financial

statements, exhibits and schedules furnished by or all behalf of any Covered Group Member to

thc Lender or its agents or representatives in connection with the negotiation, preparation or

delivery of this Agreement and the other Loan Documents or included herein or therein or

delivered pursuant hereto or thereto, when taken as a whole, do not contain any untme statement

of material fact or omit to state any material fact necessary to make the statements herein or

therein, in light of the circumstances under which they were made, not misleading, it being

understood that in the case of projections, such projections are based on reasonable estimates, on

the date as of which such infonnation is statcd or certified. AU infonnation furnished after the

Original ElTective Date by or on behalf of any Covered Group Member to the Lender in

cOlmection with Ihis Agreemcnt and the other Loan Documents and the transactions

contemplated hereby and thereby, when taken as a whole, is and will be (as applicable) true,

complete and accurate in every material respect, or (in the case of projections) based on

reasonable estimates, on the date as of which such infonnation is stated or certified. There is no

fact known t.o a Responsible Officer of any Covered Group Member that, after due inquiry, could

reasonably be expected to have a Material Adverse Effect that has not been disclosed herein, in

the other Loan Documents or in a report, financial sUllement, exhibit, schedule, disclosure leiter

or other writing furnished to the Lender for use in connection with the transactions contemplated

hereby or thereby.

3.13. ERISA.

(a) (i) Any Benefit Plan that is intended to be a tax-qualified plan under

Section 401(a) of the Code of any Covered Group Member has received a favorable

determination letter and such Covered Group Member does not know of any reason why such

letter should be revoked;

(ii) the Covered Group Members and each of their respective ERlSA

Affiliates are in compliance with the applicable provisions of ERlSA and the Code and

the regulations and published interpretations thereunder;

(iii) (A) as of December 31,2008, no ERISA Event has occurred t.hat

could reasonably be expected to result in liability to any Covered Group Member or any

ERISA Affiliate in excess of $2,000,000,000, (B) as of the Original Effective Date, no

ERISA Event olher than a detennination that a Plan is "at risk" (within the meaning of

Section 302 of ERJSA) has occurred or is reasonably likely to occur that could

reasonably be expected to result in liability to any Covered Group Member or ERISA

Affiliate in excess of $2,000,000,000, (C) as of December 31, 2008, the present value of

all benefit liabilities of all underfunded Plans (based on the assumptions used for

purposes of Statement of Financial Accounting Standards No. 87) did not exceed the fair

market value of the asscts of all such underfunded Plans by more than $13,000,000,000,

USActive 16873804.16 -48-
and (0) as of the Original Effective Date, there is not, and there is nol reasonably

expected to be, any Withdrawal Liability from, or any obligation or liability (direct or

indirect) with respect to, any Multiemployer Plan;

provided that, the representations set forth in the preceding clauses (i) through (iii) inclusive

sh'lll continue to be true and correct on each day that the Loans are outstanding pursuant to the

Agreement except to the extent that any sllch change or failure when aggregated with all other

changes or failures in the preceding clauses (i) through (iii) inclusive of iliis Section 3.I3(a),

would not be reasonably expected to result in a Material Adverse Effect.

(b) There are no Plans or other arrangements which would result in the

payment to any employee, Fonner employee, individual consultant or director of any amounts or

benefits lIpon the consummation of the transactions contemplated herein or the exercise by the

Lender of any right or remedy contemplated herein oilier than de minimis amounts under

incentive arrangements. Assets of the Covered Group Members or any ERlSA Affiliate are not

"plan assets" within the meaning of the DOL Regulation Section 2510.3-10 I as amended by

section 3(42) of ERISA.

3.14. Expense Policv. The Borrower has taken steps necessary to ensure that

(a) the Expense Policy conforms to the requirements set forth in Section 5.18 and (b) the

Borrower and its Subsidiaries are in compliance with the Expense Policy.

3.15. Subsidiaries. All of the Subsidiaries of the Borrower as of the Effective

Date are listed on Schedule 3.15, which schedule sets forth the name and jurisdiction of

formation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of

Capital Stock owned by the Borrower or any of its Subsidiaries.

3.16. Capitalization. One hundred percent (100%) of the issucd and outstanding

Capital Stock (other than qualifying shares required by Applicable Law) of each Covered Group

Member (other than the Borrower) is owned by the Persons listed on Schedule 3.16 or as

otherwise noli tied by thc Borrower to the Lender in writing from time to time pursuant to the

Loan Documcnts and, to the knowledge of cach Loan Party, sllch Capital Stock is owned by such

Persons, free and clear of all Liens other than Penniued Liens. No Loan Party has issued or

granted any options or rights with respect to the issuance of its respective Capital Stock which

are presently outstanding except as set forth on Schedule 3.16 or as otherwise notified by the

Borrower to the Lender in writing fTom timc to time pursuant to the Loan Documents.

3.17. Fraudulent Conveyance. Each Loan Party will benefit from the Loans

contemplated by this Agreement. No Loan Party is incurring Indebtedness or transferring any

Collateral with any intent to hinder, delay or defraud any of its creditors.

3.18. USA PATRIOT Act. (a) No Covered Group Member nor any of its

respective Affiliates over which it exercises mmagement control (a "Controlled Affiliate") is a

Prohibited Person, and such Controlled Affiliates are in compliance with all applicable orders,

rules, regulations and recommendations ofOFAC.

(b) No Covered Group Member nor any of its members, directors, officers,

employees, parents, Subsidiaries or Afiiliates: (I) is subject to U.S. or multilateral economic or

USAclive 16873804.16 -49-
trade sanctions currently in force; (2) is owned or controlled by, or act on behalf of, any

governments, corporations, entities or individuals that are subject to U.S. or multilateral

economic or trade sanctions currently in force; or (3) is a Prohjbited Person or is otherwise

named, identified or described on any blocked persons list, designated nationals list, denied

persons list, entity list, debarred party list, unverified list, sanctions list or other list of individuals

or entities with whom U.S. persons may not conduct business, including but not limited to lists

published or maintained by OFAC, lists published or maintained by the U.S. Department of

Commerce, and lists published or maintained by the U.S. Department of State.

(c) None of the Collateral is traded or used, directly or indirectly by a

Prohibited Person or is located or organized (in the case of a Pledged Entity) in a Prohibited

Jurisdiction.

(d) Each Covered Group Member has established an anti-money laundering

compliance program as required by all applicable anti-money laundering laws and regulations,

including without limitation the Uniting and Strengthening America by Providing Appropriate

Tools Required to Intercept and Obstruct Terrorism Act of2001 (Public Law 107-56) (the "USA

PATRIOT Act") (collectively, the "Anti-Money Laundering Laws").

3.19. Embargoed Person. As of the Effective Date and at all times throughout

the term of the Loans, (a) none of any Covered Group Member's funds or other assets constitute

property of, or are beneficially owned, directly or indirectly, by any person, entity or government

subject to trade restrictions under U.S. law, including but not limited to, the International

Emergency Economic Powers Act, 50 U.S.c. §§ 1701 et seq., The Trading with the Enemy Act,

50 U.S.C. App. I et seq. (the "Trading With the Enemy Act"), any of the foreign assets control

regulations of the Treasury (31 C.F.R., Subtitle B, Chapter V, as amended) (the "Foreign Assets

Control Regulations") or any enabling legislation or regulations promulgated thereunder or

executive order relating thereto (which for the avoidance of doubt shall include but shall not be

limited to (i) Executive Order No. 13224, effective as of September 24, 200 I and relating to

Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to

Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001» (the "Executive Order") and (ii) the

USA PATRIOT Act), with the result that the investment in the Borrower (whether directly or

indirectly), is prohibited by law or the Loans made by the Lender are in violation of law

("Embargoed Person"); (b) no Embargoed Person has any interest of any nalUre whatsoever in it

with the result that the investment in it (whether directly or indirectly), is prohibited by law or

the Loans are in violation of law; (c) none of its funds have been derived from any unlawful

activity with the result that the investment in it (whether directly or indirectly), is prohibiled by

law or any Loans is in violation of law; and (d) neither it nor any of its Affiliates (i) is or will

become a "blocked person" as described in the Executive Order, the Trading With the Enemy

Act or the Foreign Assets Control Regulations or (ii) engages or will engage in any dealings or

transactions, or be otherwise associated, with any such "blocked person". For purposes of

detenllining whether or not a representation with respect to any indirect ownership is tme or a

covenant is being complied with under this Section 3.19, no Covered Group Member shall be

required to make any investigation into (i) the ownership of publicly traded stock or other

publicly traded securities or (ii) the ownership of assets by <l collective inveslment fund that

holds assets for employee benefit plans or relirement arrangements.

USActive 16873804.16 -50-
3.20. Use of Proceeds. (a) The proceeds of the Loans (including

disbursements of Reserve Funds, subject to Section 5.5) shall be used to finance working capital

needs, capital expenditures, the payment of warranty claims and other general corporate purposes

of the Group Members. The Loans under this Agreement arc not and shall not be constmed as

an extension of United States government funding associated with any specific project.

(b) [Intentionally omitted.]

(c) The Group Members arc the ultimate beneficiaries of this Agreement and

the Loans to be received hereunder. The use ofthe Loans will comply with all Applicable Laws,

including Anti-Money Laundering Laws. No portion of any Loan is to be used, for the "purpose

of purchasing or carrying" any "margin stock" as such tenns are used in Regulations U and X of

the Board, as amended, and the Borrower is not engaged in the business of extending credit to

others for such purpose.

3.21. Representations Concerning the Collateral. (a) No Loan Party has

assigned, pledged, conveyed, or encumbered any Collateral to any other Person (other than

Penniued Liens) and immediately prior to the pledge of any such Collateral, a Loan Party was

the sale owner ofsuch Collateral and had good and marketable title thereto, free and clear of all

Liens (other than Pennitted Liens), and no Person has any Lien (other than Pernlitted Liens) on

any Collateral. No security agreement, financing statement, equivalent security or lien

instrument or continuMion statement covering all or any part of the Collateral which has been

signed by any Loan Party or which any Loan Party has authorized any other Person to sign or file

or record, is on file or of record with any public office, except such as may have been filed by or

on behalf of a Loan Party in favor of the Lender pursuant to the Loan Documents or in respect of

applicable Permitted Liens.

(b) The provisions of the Loan Documents are effective to create in favor of

the Lender a valid security interest in all right, title, and interest of each Loan Party in, to and

under the Collateral, subject only to Pennitted Liens.

(c) Upon the filing of financing statements on Fonn UCC-I naming the

Lender as "Secured Party" and each Loan Party as "Debtor", and describing the Collateral, in the

jurisdictions and recording offices listed on Schedule 3.21 attached hereto, the security interests

granted in the Collateral pursuant to the Collateral Documents will constitute perfected firstpriority security interests under the Unilonn Commercial Code in all right, title and interest of

the applicable Loan Party in, to and under such Collateral, which can be perfected by filing under

the Uniform Commercial Code, in each case, subject to applicable Pemlitted Liens.

(d) Each Loan Party has and will continue to have the full right, power and

authority, to pledge the Collateral, subject to Permitted Liens, and the pledge of the Collateral

may be further assigned by the Lender without the consent of any Loan Party to the extent

provided in Section 8.6.

3.22. Lahor Matters. (a) There are no strikes against any Covered Group

Member pending or, to the knowledge of any Covered Group Member, threatened; (b) hours

worked by and payment made to employees of each Covered Group Member have not been in

USActive 16873804.16 -51-
violation of the Fair Labor Standards Act (if applicable) or any other applicable Requirement of

Law dealing with such matters; and (c) all paymcnts due from each Covered Group Member on

account of employee health and welfare benefits, or health or welfare benefits to any former

employees of any Covered Group Member or for which any Covered Group Member has any

liability or obligation have been paid or accmed as a liability on the books of such Covered

Group Member in accordance with GAAP (as applicable), except, in the case of each of the

foregoing clauses (a), (b) and (c), where sllch strike or such failure to comply or to make or

accme such payments could not reasonably be expected 10 have a Material Adverse Effect.

3.23. Survival of Representations and Warranties. All of the representations

and warranties of or in respect of each Covered Group Member set forth in this Section 3 and

elsewhere in this Agreement and in the other Loan Documents shall survive for so long as any

amount remains owing to the Lender under this Agreement or any of the other Loan Documents

by any Loan Party. All representations, warranties, covenants and agreements made in this

Agreement or in the other Loan Documents by or in respect of each Covered Group Member

shall be deemed to have been relied upon by the Lender notwithstanding any investigation

heretofore or hereafter made by the Lender or on its behalf.

3.24. [Intentionally Omittedl.

3.25. Intellectual Property. (a) Except as would not reasonably be expected to

have a Material Adverse Effect, each Covered Group Member owns and controls, or othef\vise

possesses sufficient rights to use, all Intellechml Property necessary for the conduct of its

business in substantially the same manner as conducted as of the Original Effective Date.

Schedule 3.25 hereto sets forth a (me and complete list as of July 8, 2009 of all Patent

applications and issued Patents, and Trademark registrations and applications, and domain name

registrations included in the Trademarks, owned by each Loan Party. To the knowledge of each

Loan Party, Schedule 3.25 hereto also sets forth a tme and complete list of all registered

Copyright's for which any Loan Party is the owner of record as of July 8, 2009, provided

however, that except for material Copyrights listed on Schedule 3.25, no representation is made

that a Loan Party owns title to any particular copyright registration listed therein.

Notwithstanding anything to the contrary contained herein, each Loan Party hereby represents

that it has granted pursuant to the Loan Documents) a security interest contemplated by this

Agreement (0 all Copyrights, that it owns all material Copyrights, and, to the extent that any sllch

material Copyrights arc registered, a security interest may be recorded against them. Except as

would not reasonably be expected 10 have a Material Adverse Effect, all Intellectual Property,

other than licenses, of the Covered Group Members is subsisting and in full force and effect, has

not been adjudged invalid or unenforceable, is valid and enforceable and has not been abandoned

in whole or in part. Except as would not reasonably be expected to have a Material Adverse

Effect, no such Intellectual Property owned by any Covered Group Member is the subject of any

licensing or fTunchising agreement that prohibits or restricts any Covered Group Member's

conduct of business as presently conducted, or the transfer or pledge as collateral of such

Intellectual Property. Except as would not reasonably be expected to have a Material Adverse

Effect, (i) the Intellectual Property owned by the Covered Group Members docs not infringe or

conflict with the intellechml property rights of any Person, (ii) to the best knowledge of each

Covered Group Member, no Covered Group Member is now infringing or in conflict with any

intellectual property rights of any Person and no other Person is now infringing or in conflict

USActive 16873804.16 -52-
with any such properties, assets and rights, owned or used by or licensed to any Covered Group

Member. Except as disclosed to the Lender prior to the Effective Date, or otherwise disclosed by

a Responsible Officer in writing to the Lender from time to time, or as would not reasonably be

expected to have a Material Adverse Effect, no Covered Group Member has received any notice

that it is violating or has violated the Trademarks, Patents, Copyrights, inventions, trade secrets,

proprietary infonnation and technology, know-how, fonnulae, rights of publicity or other

Intellectual Property rights of any third party.

(b) Except as would not reasonably be expected to have a Material Adverse

Effect, each License now existing is, and each other License will be, the legal, valid and binding

obligation of the parties thereto, enforceable against such parties ill accordance with its tenns.

Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge

of each Covered Group Member, no default thereunder by any such party has occurred, nor does

any defense, olIset, deduction, or counterclaim exist thereunder in favor of any such party.

3.26. JV Agreements. (a) Sct forth on Schedule 3.26 is a complete and accurate

list as of the Effective Date of all JV Agreements, showing the parties and the dates of

amendments and modifications thereto.

(b) Each N Agreement (i) is in full force and effcct and is binding upon and

enforceable against each party thereto, (ii) has not been otherwise amended or modified, except

as set forth on Schedule 3.26 and (iii) is not in default and no event has occurred lhat, with the

passage of time and/or the giving of notice, or bOlh, would constitute a default thereunder,

cxcept, in the case of each of clauses (i) through (iii) above (inclusive), to the extent any such

failure would not reasonably be expected to have a Material Adverse Effect.

3.27. [Intentionally Omitted].

3.28. Excluded Collateral. Sct forth on Annex I to Schedule 3.28 is a complete

and accurate list as of the Effective Date of all Excluded Collatcral thai is Capital Stock of

domestic joint ventures, Domestic Subsidiaries, "first-tier" foreign joint ventures, and Foreign

956 Subsidiaries.

3.29. Mortgagcd Real Property Alter givmg cITect to the recording of the

Mortgages, real property identified on Schedule I.lC shall be subject to a recorded first lien

mortgage, deed oftmst or similar security instrument (subject to Pemlitted Liens).

3.30. No Change. Since the Original Effective Date, there has been no

development or event thaI has had or could reasonably be expected to havc a Material Adverse

Effect.

3.31. Certain Documents. Thc Borrower has delivered to the Lender a complete

and correct copy of the Transnction Documents, including any amendments, supplemems or

modifications with respect to any ofthe foregoing.

3.32. Insurance. The Borrower has maintained on behnlf of itself and each

Covered Group Member. as appropriate, with insurance companies that the Borrower believes

(in the good faith judgment of the Borrower) are financially sound and responsible or through

USActive 16873804.16 -53-
self-insurance, insurance in amounts reasonable and prudent in light of the size and nalure of the

Borrower's business and against at least such risks (and with such risk retentions) as the

Borrower believes (in the good faith judgment of the Borrower) are reasonable in light of the size

and nature of its business.

SECTION 4

CONDITIONS PRECEDENT; RESERVE FUNDS

4.1. Conditions to EfTectiveness. The effectiveness of this Agreement is

subject to the satisfaction, prior to or concurrently on the Effective Date, of the following

conditions precedent, satisfaction ofsuch conditions precedent to be determined by the Lender in

its reasonable discretion:

(a) Loan Documents. The Lender shall have received this Agreement

executed and delivered by the Borrowcr in form satisfactory to the Lender.

(b) [Intentionally Omitted].

(c) [Intentionally Omitted].

(d) [lntentlonally Omitted].

(e) [Intentionally Omitted].

(I) [Intentionally Omitted].

(g) [Intentionally Omitted].

(h) [Intentionally Omitted).

(i) Dntentionally Omitted].

Ul Ontentionally Omitted].

(k) (Intentionally Omitted].

(I) Consents. The Lender shall have received all necessary third party and

governmental waivers and consents, and each Loan Party shall have complied with all

Applicable Laws, decrees and material agreements.

(m) No Default. No Default or Event of Default shall exist on the Effective

Date or after giving effect to the transactions contemplated to be consummated on the Effective

Date pursuant to this Agreement and the other Loan Documents.

(n) Accuracy of Representations and Warranties. All representations and

warranties made by or with respect to tbe Covered Group Members in or pursuant to the Loan

Documents shall be lme and correct in all material respects.

USActive 16873804.16 -54-
(0) Closing Certificates. The Lender shall have receivcd (i) a certificate orthe

secretary or assistant secretary of each Loan Party, dated the Effective Date, substantially in the

fonn of Exhibit B-1, certifying the incumbcncy of the officers of the Borrower executing any

Loan Document as of the Effective Date and certifying that the Borrower's Organizational

Documents have not been amended, restated, supplemented, modified or waived in any respect at

any time during the period from and after the Original Effective Date to and including the

Effective Date, and (ii) a certificate of the Borrower and each Guarantor, dated the Effective

Date, to the effect that the conditions set forth in this Section 4.1 have been satisfied,

substantially in the fonn of Exhibit B-2.

(p)

of in-house counsel

Lender.

(q)

(r)

Legal Opinion. The Lender shall have received the executed legal opinion

to the Loan Parties, in foml and substance reasonably satisfactory to the

[Intentionally Omitted].

[Intentionally OmillcdJ.

(s) Post-Closing Letter Requirements. The Borrower and each Guarantor (as

applicable) shall have satisfied each requirement set forth in Sections 2(c), 2(h), and 4(n) of the

Post-Closing Letter.

4.2. Conditions to Withdrawal of Reserve Funds; Escrow Accounts. (a) The

Lender shall withdraw, or cause the Escrow Bank to withdraw, an amount of Reserve Funds on

deposit in the Escrow Account and the Lender shall disburse, or cause the Escrow Bank to

disburse, such Reserve Funds to the Borrower on any date, subject to the satisfaction of the

following conditions precedent:

(i) Representations and Warranties. Each of the representations and

warranties made by any Loan Party in or pursuant to the Loan Documents shall be true

and correct in alt material respects (save where already qualified by materiality, in which

case such representations and warranties shall be true and correct in all respects) on and

as of such date as if made on and as of such date (except to the extent such

representations and warranties relate to an earlier date, in which case, such

representations and warranties were tTIle and correct in all material respects as of such

earlier date).

(ii) No Event of Default. No Default or Event of Default shall have

occurred and be continuing on such date immediately prior to or after giving effect to the

withdrawal requested to be made on such date.

(iii) Reserve Notice. Not fewer than five Business Days prior to any

requested disbursement of Reserve Funds (each, a "Reserve Disbursement"), the Lender

shall have received a Reserve Notice from a Responsible Officer certifying in each case

in form and substance to the Lender's satisfaction in its sole discretion (A) the Dollar

amount of the requested Reserve Disbursement, and (B) with respect to <lny requested

Reserve Disbursement, the intended use of such requested Reserve Funds set forth in

reasonable detail, which usc shall be approved by the Lender in its sole discretion,

USAetive 16873804.16 -55-
together with evidence reasonably satisfactory to the Lendcr that the Reserve Funds most

recently disbursed were used or have been committed or allocated to be used solely for

the intended purposes set forth in the related Reserve Notice.

(iv) Additional Infonnation. The Borrower shall have provided to the

Lendcr such further information and evidence as may be requested by the Lender to

support the statements set forth in the required Rcserve Notice described above.

(b) Upon the occurrence of an Event of Default, the Lender, at its sole option,

may withdraw all or a portion of the Reserve Funds and apply the Reserve Funds to the items for

which the Reserve Funds were established or to payment of the Obligations in accordance with

Section 2.5(f) and the obligations then outstanding under the Canadian Facility in accordance

with Section 2.07(i) thereof, in such order, proportion and priority as the Lender may dctcnnine

in its sole discretion. The Lender's right to withdraw and apply the Reserve Funds shall be in

addition to all other rights and remedies provided to the Lcnder under thc Loan Documents. Any

Reserve Funds remaining in the Escrow Accouni after the Obligations have been paid in full

shall bc rerunted to the Borrower.

(c) At any time and from time to time after the Original EfTective Date, the

Lender, al its option, and in its sole discretion and without the consent of, but in consultation

with, the Borrower, may withdraw and transfer, or cause the Escrow Bank to withdraw and

transfer, all or a portion of tbe Reserve Funds to one or more additional or replacement Escrow

Banks acceptable to the Lender, to be held pursuant to Escrow Account Control Agreements.

The Borrower shall use commercially reasonable efforts (i) to facilitate any such withdrawal and

transfer and (ii) to enter into an Escrow Account Control Agreement with each such Escrow

Bank in form and substance reasonably satisfactory to the Lender.

(d)

the Reserve Funds

2.5(1).

Notwithstanding anything to the contrary herein, Lender may withdraw

from the Escrow Account and apply the same in accordance with Section

SECTION 5

AFHRMATIVE COVENANTS

Each Loan Party jointly and severally covenants and agrees lhat, so long as the

Loans are outsianding and until payment in full of all Obligations, each Loan Party shall and

shall calise each Covered Group Member and each of its applicable Subsidiaries to comply with

the following covenants:

5.1. Financial Statements. The Borrower shall deliver to the Lender:

(a) as soon as reasonably possible after receipt by lhe Borrower, a copy of any

material report that is prepared and submitted by the Borrower's or the applicable Covered

Group Member's independeni certified public accountants at any time;

USAdive 16873804.16 -56-
(b) from time to time such other information regarding the financial condition,

operations, or business of any Covered Group Member as the Lender may reasonably request;

(c) promptly upon their becoming availablc, copies of(i) such other financial

statements and reports, if any, as any Covered Group Member may be rcquired to publicly file

with the SEC or any similar or corresponding govemmental commission, department or agency

substitutcd therefor, including any filing made pursuant to Section 5.26, (ii) such othcr material

financial statcments and material reports, ifany, as any Covered Group Member may be required

to publicly file with any othcr similar or corresponding Unitcd States govemmenlal commission,

department, board, bureau, or agency, federal or state and (iii) such material financial statements

and material reports, ifany, as any Covered Group Member may be required to publicly file with

any similar or corresponding non·United Stales govemmental commission, department, board,

bureau, or agency, federal or state;

(d) as soon as reasonably possible, and in any event within five Business Days

after a Responsible Officer of a Covered Group Member knows or has reason to believe, that any

of the events or conditions specified below with respect to any Plan or Multiemployer Plan has

occurred or exists, a statement signed by a Responsible Officer of the relevant Covered Group

Member setting forth details rcspecting such event or condition and the action, if any, that such

Covcred Group Member or any ERISA Affiliate proposes to take with respect thereto (and a

copy of any report or notice required to be filed with or given to PBGC by such Loan Party or an

ERISA Affiliate with respect to such event or condition);

(i) any Reportable Event which could reasonably be expected to result

in a material liability, any failure to meet the minimum funding standard of Section 412

of the Code or Section 302 of ERISA with respect to a Plan, including, without

limitation, the failure to make on or before its due date a required installment under the

Code or ERISA regardless of the issuance of any waivers in accordance with

Section 412(d) of the Code, any failure to make any material contribution to a

Multiemployer Plan; and any request for a waiver under Section 412(d) of the Code for

any Plan;

(ii) the distribution under Section 404 I(c) of ERISA of a notice of

intent Lo terminate any Plan or any action Laken by any Loan Party or an ERISA Affiliate

to tenninate any Plan;

(iii) the institution by PBGC of proceedings under Section4042 of

ERISA for the termination of, or the appointment of a tmstee to administer, any Plan, or

the receipt by any Loan Party or any ERISA Affiliate of a notice from a Multiemployer

Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;

(iv) the complete or partial withdrawal fTOm a Multiemploycr Plan by

any Loan Party or any ERISA Affiliate that results in liability under Section 4201 or

4204 of ERISA (including the obligation to satisfy secondary liability as a result of a

purchaser default) or the receipt by any Loan Party or any ERISA Affiliate of notice From

a Multiemployer Plan that it is in reorganization or insolvency pursuant to Section 4241

USActive 16873804.16 -57-
or 4245 of ERISA or that it intends to tenninate or has tenninated under Section 4041 A

of ERISA, which could reasonably be expected to result in a material liability;

(v) the institution ofa proceeding by a fiduciary of any Muhiemployer

Plan against any Loan Party or any ERISA Affiliate to enforce Section 515 of ERISA,

which proceeding is not dismissed in 30 days or is not subject to the automatic stay under

Lhe Bankruptcy Code, which could reasonably be expected to result in a material liability;

and

(vi) any violation ofsection 401 (a)(29) ofthe Code;

(e) as soon as practicable prior to the effectiveness thereof, copies of

substantially final drafts of any material amendment, supplement, waiver or other modification

with respect to the Transaction Documents;

(f) (i) as soon as available, but in any event within 90 days afier the end of

each fiscal year of the Borrower, a copy of the audited Consolidated balance sheet of the

Borrower and its 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 fonn the figures as of the end of and for the previous yeaL reported on by Deloine

& Touche LLP or other independent certified public accountants of nationally recognized

standing; and

(ii) 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 ofthe Borrower, the

unaudited Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries

as at the end ofsuch 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 fonn the figures as of the end of

and for the corresponding period in the previous year, certified by a Responsible Officer

as being fairly stated in all material respects (subject to the absence of footnotes and to

nonnal ycar·cnd audit adjustments);

all such financial statements shall be complete and correct in all material respects and be

prepared in reasonable dctail and in accordance with GAAP applied consistently throughout lhe

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 quarterly

financial statemenlS 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-cornpliant 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 the Borrower prepares quarterly or annual reports as to

the Consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as at the end of

the related quarter or fiscal ycar (as the case may be) and the related Consolidatcd statements of

income and of cash nows for such quarter or fiscal year (as applicable) which set forth in

comparison form the figures as of the end of and for the corresponding period in the previous

USActive 16873804.16 -58-
fiscal year (such figures for the year ending December 31, 2009 adjusted to reflect the Related

Transactions), the Borrower shall promptly furnish copies ofsuch reports to the Lender.

5.2. Notices; Reporting Requirements. The relevant Loan Party shall deliver

written notice to the Lender of the following:

(a) Defaults. The occurrence of any Default or Event of Default, or any

material event of default under any publicly filed material Contractual Obligation of any

Covered Group Member or any Financing Subsidiary which notice shall be given promptly after

a Responsible Officer or any officer of a Covered Group Member with a title of at least

executive vice president becomes aware thereof and shall be accompanied by a statement of a

Responsible Officer setting forth details oftbe occurrence referred to therein;

(b) Ontentionally Omitted];

(c) [Intentionally Omitted];

(d) [Intentionally Omitted];

(e) [Intentionally Omitted];

(f) [Intentionally Omitted];

(g) [Intentionally Omitted];

(h) Compliance Certificate. On the date that is the earlier of (x) the date of

delivery of the financial statements referred to in Section 5.1 (t) and (y) the date such financial

statements are required to be delivered by Section 5.1 (t), a Compliance Certificate, executed by a

Responsible Officer of Lhe Borrower, stating that such Responsible Officer has obtained no

knowledge of any Default or Event of Default except as specified in such certificate;

(i) 13-Week Forecast; Foreign Investment Schedule. On each alternate

Wednesday (or ifsuch day is not a Business Day, the next succeeding Business Day), beginning

on July 15, 2009 and ending on the Reserve Reporting Termination Dale, the Borrower shall

deliver to the Lender a bi-weekly status report substantially in a form reasonably acceptable to

the Lender. together with a schedule setting forth each Investment and series of related

Investments by the Borrower and any U.S. Subsidiary in any Person other than a U.S. Person,

exceeding $250,000,000 projected to be made during the period covered by such status report.

(j) Liquidity. On the twenty·fifth day of each calendar month (or if sllch da.y

is not a Business Day, the next succeeding Business Day), beginning on July 25, 2009 and

ending on the Reserve Reporting Tennination Date, the Borrower shall dcliver to the Lender a

monthly liquidity status report in substantially a fonn reasonably acceptable to the Lender;

(k) Budgets. On the twenty·fifth day of each calendar month (or if such day

is not a Business Day, the next sllcceeding Business Day), beginning on July 25, 2009 and

ending on the Reserve Reporting Tennination Date, a Budget covering (i) the then current fiscal

year (presented on a monthly basis) and (ii) the four fiscal years immediately succeeding sllch

USActive 16873804.16 -59-
fiscal year (presented on an annual basis), provided, that the infomlation described in the

preceding clause (ii) shall be updated as and when such information is updated and approved by

the board of directors of the Borrower;

(I) Expense Policy. During the Relevant Period, within 15 days after the

conclusion of each calendar month, beginning with July 2009, the Borrower shall deliver to the

Lender a certification signed by a Responsible Offieer of the Borrower that (i) the Expense

Policy conforms to the requirements set forth herein; (ii) the Borrower and its Subsidiaries are in

compliance with the Expense Policy; and (iii) there have been no material amendments to the

Expense I>olicy or deviations from the Expense Policy other than those that have been disclosed

to and approved by the Lender; provided that the requirement to deliver the certification

referenced in this Section 5.2(1) may be qualified as to the best of such Responsible Officer's

knowledge after due inquiry and investigation; and

(m) Executive Privileges and Compensation. During the Relevant Period, the

Borrower shall submit a certification within 15 days after the conclusion of each fiscal quarter

beginning with the fiscal quarter ended September 30, 2009, certifying that the Borrower has

complied with and is in compliance with the provisions set forth in Section 5.16. Such

certification shall be made to the Lender by an SEO of the Borrower, subject to the requirements

and penalties set forth in Title 18, United States Code, Section 1001.

5.3. Existence. The Borrower shall cause each Covered Group Member to:

(a) except as pennitled under Section 6.1 or with respect to Covered Group

Members that arc not Material Covered Group Members, preserve and maintain its legal

existence and all of its material rights, privileges, licenses and franchises;

(b) [intentionally omitted];

(c) comply with the requirements of all Applicable Laws, rules, regulations

and orders of Governmental Authorities if failure to comply with such requirements could be

reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect on

any Loan Party or the Collateral;

(d) [intentionally omitted];

(e) give the Lender a written notice not later than ten days after the

occurrence of any (i) change in the location of a Loan Party's chief executive office/chief place

of business from that specified in Section 3.10, (ii) change in a Loan Party's name, identity or

corporate structure (or the equivalent) or change the localion where it maintains records with

respect to the Collateral, or (iii) a Loan Party's reillcorporation or reorganization under the laws

of another jurisdiclion, and deliver to the Lender all Unifornl Commercial Code financing

statemenls and amendments as the Lender shall request, and take all other actions deemed

reasonably necessary by the Lender to continue its perfected status in lhe Collateral with the

same or better priority; and

(f) keep in full force and effect the provisions of the Loan Parties' charter

documents, certificate of incorporation, by-laws, operating agreements or similar organizalional

USActive 16873804.16 -60-
documents, except as permitted by Section 6.1 and for such changes that are not materially

adverse to the interests ofthe Lender.

5.4. Payments of Obligations. The Borrower shall and shall cause each

Covered Group Member (i) to timely file or cause to be filed all federal and material state and

other tax returns that are required to be filed and all such tax returns shall be true and correct and

(ii) to timely pay and discharge or cause to be paid and discharged promptly all federal and

material state and other taxes, assessments and governmental charges or levies imposed upon the

Borrower or any of the other Covered Group Members or upon any of their respective incomes

or receipts or upon any of their respective properties before the same shall become in default or

past due, as well as all lawful claims for labor, materials and supplies or otherwise which, if

unpaid, might result in the imposition of a Lien or charge upon such properties or any Pl:lrt

thereof; provided that it shall not constitute a violation orthe provisions of this Section 5.4 if the

Borrower or any of the other Covered Group Members shall fail to pay any such lax, assessment,

government charge or levy or claim for labor. materials or supplies which is being contested in

good faith, by proper proceedings diligently pursued, and as to which adequate reserves have

been provided.

5.5. Use of Proceeds. The Loan Parties and their Subsidiaries shall use the

Loan proceeds only for the purposes set forth in Section 3.20 and in a manner generally

consistent with the Budget for so long as one is being delivered hereunder, provided, that the

Reserve Funds shall be used only for items and purposes as approved in accordance with the

procedures set forth in Section 4.2.

5.6. Maintenance of Property; Insurance. The Borrower shall cause each

Covered Group Member to:

(a) keep all property useful and necessary III its business in good working

order and condition;

(b) maintain errors and OllllSSlons insurance and blanket bond coverage in

such amounts as were in effect on the Original Effective Dale (as disclosed to the Lender in

writing except in the event of self-insurance) and shall not reduce such coverage without the

writlcn consent of the Lender, and shall also maintain such other insurance with financially

sound and repuLable insurance companies, and with respecl to property and risks of a character

usually maintained by entities engaged in the same or similar business similarly situated, against

loss, damage and liability of the kinds and in the amounts customarily maintained by such

entities. Notwithstanding anything Lo the contrary in this Section 5.6, to the extent that any Loan

Party was engaged in self-insurance with respect to any of ils property as of the Original

Effective Date, such Loan Party may, if consistent with past practices of (i) in the case of the

Borrower, GM Oldco, or (ii) in the case of any other Loan Party, such Loan Party during such

lime as it was a GM Oldco Party, continue to engage in such self-insurance throughout the term

of this Agreement; provided, that the Loan Party shall promptly obtain third party insurance thaI

confomlS to the criteria in this Section 5.6 at the request of the Lender; and

(c) use its best efforts to protect the Intellectual Property that is material to the

conduct of its business in a maimer that is consistent with the value ofsuch Intellectual Property.

USAetive 16873804.16 -61-
5.7. Further Identification of Collateral. Each Loan Party will furnish to the

Lender from time to time statements and schedules further identifying and describing the

Collateral and such other reports in cOllnection with the Collateral as the Lender may reasonably

request, all in reasonable detail.

5.8. Defense ofTitle. Each Loan Party warrants and will defend the right, title

and interest of the Lender in and to all Collateral against all adverse claims and demands of all

Persons whomsoever, subject to (x) the restrictions imposed by the Existing Agreements to the

extent that such restrictions are valid and enforceable under the applicable Unifornl Commercial

Code and other Requirements of Law and (y) the rights of holders of any Pennitted Lien.

5.9. Preservation of Collateral. Each Loan Party shall do all things necessary

to preserve the Collateral so that the Collateral remains subject to a perfected security interest

with the priority provided for such security interest under the Loan Documents. Without limiting

the foregoing, each Loan Party will comply with all Applicable Laws, rules and regulations of

any Governmental Authority applicable to such Loan Party or relating 10 the Collateral and will

cause Ihe Collateral 10 comply with all Applicable Laws, rules and regulations of any such

Governmental Authority, except where failure to so comply would not reasonably be expected to

have a Material Adverse Effect.

5.10. [Intentionally OmittedJ.

5.11. Maintenance of Licenses. Except where the failure 10 do so could not

reasonably be likely to have a Material Adverse Effect, the Borrower shall cause each Covered

Group Member to (i) maintain all licenses, pennits, authorizations or other approvals necessary

for such Covered Group Member to conduct its business and to perform its obligations under the

Loan Documenls, (ii) remain in good standing under the laws of the jurisdiction of its

organization, and in each other jurisdiction where such qualification and good standing are

necessary for the successful operation ofsuch Covered Group Member's business, and (iii) shall

conduct its business in accordance with Applicable Law in all material respects.

5.12. [Intentionally Omittedl.

5.13. OFAC. At all times throughout the tcnn of this Agreement, each Loan

Party and its Controlled Affiliates (a) shall be in full compliance with all applicable orders, rules,

regulations and recommendations of OFAC and (b) shall not pennit any Collateral to be

maintained, insured, traded, or used (directly or indirectly) in violation of any United States

statutes, rules or regulations, ill a Prohibited Jurisdiction or by a Prohibited Person, and no lessee

or sublessee shall be a Prohibited Person or a Person organized in a Prohibited Jurisdiction.

5.14. Investment Company. Each Covered Group Member will conduct its

operations in a manner which will not subject it to registration as an "investment company" as

such tenn is defined in the Investment Company Act of 1940, as amended from time to time.

5.15. Further Assurances. (a) The Borrower shall, and shall cause each

Covered Group Member 10, from time to lime execute and deliver, or cause to be executed and

delivered, such additional instruments, certificates or documents, and take such actions, as Ihe

Lender may reasonably request for the purposes of implementing or effectuating the provisions

USAclive 16873804.16 -62-
of this Agreement and the other Loan Documents, or of more fully perfecting or renewing the

rights of the Lender with respect to the Collateral (or with respect 10 any additions thereto or

replacements or proceeds thereof or with respect to any other property or assets hereafter

acquired by any Covered Group Member which may be deemed to be part of the Collateral)

pursuant hereto or thereto. Upon the exercise by the Lender of any power, right, privilege or

remedy pursuant to this Agreement or the other Loan Documents that requires any consent,

approval, recording, qualification or authorization of any Governmental Authority, the Borrower

will execute and deliver, or will calise the execution and delivery of, all applications,

certifications, instruments and other documents and papers that the Lender may be required to

obtain from the Borrower or any Covered Group Member in connection with such governmental

consent, approval, recording, qualification or authorization.

(b) In furtherance and not in limitation of the foregoing, until the earlier of (i)

the ninetieth day after the Original EITective Date and (ii) the date on which the Borrower shall

incur Excluded Secured Indebtedness, the Borrower shall execute and deliver, or cause to be

executed and delivered, replacement Collateral Documents (which may be amendments,

restatements, modifications or supplements of or to the Collateral Documents executed and

delivered by Borrower to Lender on the Original Effective Date) as the Lender may reasonably

request for the purposes of implementing or effectuating Ule provisions of this Agreement and

the other Loan Documents, or of more fully perfecting or renewing the rights of the Lender with

respect to the Collateral pursuant hereto and thereto.

5.16.

the Borrowcr shall

compensation:

Executive Privileges and Compensation. (a) During the Relevant Period,

comply with the following restrictions on executive privileges and

(i) the Borrower shall take all necessary action to ensure thai its Specified

Benefit Plans comply in all respects with the EESA, including, without limitation, the

provisions of the Capital Purchase Program (as defined in the EESA) and the TARP

Standards for Compensation and Corporate Govemance, as implemented by any

guidance or regulation thereunder, including the niles set forth in 31 C.F.R. Part 30, or

any other guidance or regulations promulgated under the EESA, as the same shall be in

effect from time to time (collectively, the "Compensation Regulations"), and shall not

adopt any new Specified Benefit Plan (x) that does not comply therewith or (y) that docs

not expressly slate and require that sllch Specified Benefit Plan and any compensation

thercunder shall be subject to all relevant Compensation Regulations adopted, issued or

released on or after the date any such Specified Benefit Plan is adopted. To the extent

that the Compensation Regulations change, or are implemented, in a manner that requires

cl1anges to then-existing Specified Benefit Plans, lhe Borrower shall effect such changes

to its Specified Benefit Plans as promptly as practicable after it has actual knowledge of

such changes in order to be in compliance with this Section 5.16(a)(i) (and shall be

deemed to be in compliance for a reasonable period within which to effect such changes);

(ii) the Borrower shall be subject to the limits on the deductibility of executive

compensation imposed by section I62(m)(5) ofthe Code;

USActive 16873804.16 -63-
(iii) the Borrower shall not payor accnJc any bonus or incentive compensation

to the Senior Employees, except as may be permitted under the EESA or the

Compensation Regulations~

(iv) the Borrower shall not adopt or maintain any compensation plan that

would encourage manipulation of its reported earnings to enhance the compensation of

any of its employees;

(v) the Borrower shall maintain (A) the reductions contemplated by

Section 6.17(e) of the Sellers' Disclosure Schedule to the Master Transaction Agreement

and (B) unless otherwise consented to by the Treasury, all suspensions and other

restrictions of contributions to Specified Benefit Plans that were in place or initiated as of

the Original Effective Date; and

(vi) the Borrowcr shall otherwise comply with the provisions of the Capital

Purchase Program and the TARP Standards for Compensation and Corporate

Governance, as implemented by any guidance or regulation thereunder, including the

rules set forth in 31 C.F.R. Part 30, including without limitation the prohibition 011 golden

parachute and tax "gross up" payments, the requirement with respect to the establishment

of a compensation committee of the board of directors, and the requirement that the

Borrower provide certain disclosures to the Treasury and, to the extent that it is not the

Treasury, the Borrower's primary regulator.

At all times throughout the Relevant Period, the Lender shall have the right to

require any Group Member to claw back any bonuses or other compensation, including golden

parachutes, paid to any Senior Employees by any Group Member or GM Oldco Party in violation

of any of the foregoing or of any of Section 5.16 of the DIP Credit Agreement.

(b) During the Relevant Period, within 15 days after the conclusion of each

fiscal quarter beginning with the fiscal quarter ending September 30, 2009, thc Borrower shall

cause (i) its principal executive officer and principal financial officer, (or, in each case, a person

acting in a similar capacity) and (ii) its compensation committee, as applicable, to provide the

certifications to the Treasury and the Borrower's primary regulator required by the mles set forth

in 31 C.F.R. Part 30. During the Relevant Period, the Borrower shall preserve appropriate

documentation and records to substantiate sllch certification in an easily accessible place for a

period not less than three years following the Maturity Date.

5.17. Aircraft. With respect to any private passenger aircraft or interest in such

aircraft that was owned or held by the Borrower or any of its respective Subsidiaries on the

Original Effective Date, such party shall dcmonstrate to the satisfaction of the Treasury that it is

taking all reasonable sleps to divest itself of such aircraft or interest. In addition, during the

Relevant Period, the Borrower shall not acquire or lease any private passcnger aircraft or interest

in private passenger aircraft after the Original Effective Date.

5.18. Restrictions on Expenses. (a) At all limes throughout the Relevant

Period, the Borrower shall maintain and implement an Expense Policy, provide the Expense

Policy to the Treasury and the Borrower's primary regulatory agency, and post the tcxt of the

USActive 16873804.16 -64-
Expense Policy on its Internet website, if the Borrower maintains a company website, and

distribute the Expense Policy 10 all employees covered under the Expense Policy. Any material

amendments to the Expense Policy shaH require the prior written consent of the Treasury, and

any material deviations from the Expense Policy, whether in contravention thereof or pursuant to

waivers provided for thereunder, shall promptly be reported to the Treasury.

(b) The Expense Policy shall, at a minimum: (i) require compliance with all

Requirements of Law, (ii) apply to the Borrower and all of its Subsidiaries. (iii) govern (A) the

hosting, sponsorship or other payment for conferences and events, (8) travel accommodations

and expenditures, (C) consulting arrangements with outside service providers, (D) any new lease

or acquisition of real estate. (E) expenses relating to office or facility renovations or relocations,

and (F) expenses relating to entertainment or holiday parties, (iv) provide for (x) internal

reporting and oversight, and (y) mechanisms for addressing non-compliance with the Expense

Policy, and (v) comply in all respects with the provisions of the Capital Purchase Program and

the TARP Standards for Compensation and Corporate Governance, as implemented by any

guidance or regulation thereunder, including the niles set forth in 31 C.F.R. Part 30.

5.19. Employ American Workers Act. During the Relevant Period, the

Borrower shall comply, and the Borrower shall take all necessary action to ensure that its

Subsidiaries comply, in all respects with the provisions of the EA WA, as applicable.

5.20. Internal Controls: Recordkeeping; Additional Reporting. (a) During the

Relevant Period, the Borrower shall promptly establish internal controls to provide reasonable

assurance of compliance in all material respects with each of the Borrower's covenants and

agreements set forth in Sections 5.16, 5.17, 5.18, 5.19 and 5.20(b) hereof and shall collect,

maintain and preserve reasonable records evidencing sllch internal controls and compliance

therewith, a copy of which records shall be provided to the Lender promptly upon request. On

the ISlh day al1er the last day of each calendar quarter (or, ifsuch day is not a Business Day, on

the first Business Day after such day) commencing with the calendar quarter ending

September 30, 2009, the Borrower shall deliver to the Lender (at its address set forth in

Section 8.2) a report setting forth in reasonable detail (x) the status of implementing such internal

controls and (y) the Borrower's compliance (including any instances of material

non-compliance) with slIch covenants and agreements. Such report shall be accompanied by a

certilication duly executed by an SEO of the Borrower stating that such quarterly report is

accurate in all material respects 10 the best ofsllch SEQ's knowledge, which certification shall be

made subject to the requirements and penalties set forth in Title 18, United States Code,

Section 100 I.

(b) The Borrower shall use its reasonable best efforts to account for the lise

and expected use of the proceeds from the Loans. On the IS,h day after the last day of each

calendar quarter (or, if sllch day is not a Business Day, on the first Business Day after slich day)

commencing with the calendar quarter ending Seplember 30, 2009, the Borrower shall deliver to

the Lender (at its address set forth in Section 8.2) a report setting forth in reasonable detail the

actual use of the proceeds from the Loans (to the extent not previously reported on to the Lender

pursuant to Section 4.2). Such report shall be accompanied by a certification duly executed by

an SEQ of the Borrower that such quarterly report is accurate in all material respects to the best

USActive 16873804.16 -65-
of such SEO's knowledge, which certification shall be made subject to the requirements and

penalties set forth in Title 18, United States Code, section 100 I.

(c) The Borrower shall collect, maintain and preserve reasonable records

relating to the implementation of tbe Auto Supplier Support Program and all other Federal

support programs provided to the Borrower or any of its Subsidiaries pursuant to the EESA, the

use of the proceeds thereunder and the compliance with the tenns and provisions of such

programs; provided that the Borrower shall have no obligation to comply with the foregoing in

connection with any such program to the extent that such program independently requires, by its

express tenns, the Borrower to collect, maintain and preserve any records in cOlUlection

therewith. The Borrower shall provide the Lender with copy of all such reasonable records

promptly upon request.

5.21. Waivers. (a) For any Person who was a Loan Party as of the Original

Effective Date and any Person that has become or becomes a Loan Party after the Original

Effective Date, the Borrower shall cause a waiver, in substantially the fonn attached hereto as

Exhibit D-I, to be duly executed by such Loan Party and promptly delivered to the Treasury

(except to the extent previously executed and delivered on or prior to the Original Effective Date

pursuant to Section 5.21 ofthe Existing Credit Agreement).

(b) For any Person who was an SEO as of the Original Effective Date and any

Person that has become or becomes an SEO after the Original Effective Date, the Borrower shall

cause a waiver, in substantially the form attached hereto as Exhibit 0-2, to be duly executed by

such SEO, and promptly delivered to the Treasury (except to the extent previously executed and

delivered on or prior to the Original Effective Date pursuant to Section 5.21 of the ExistiJlg

Credit Agreement).

(c) For any Person who was an SEO as of the Original Effective Date and any

Person that has become or becomes an SEO after the Original Effective Date, the Borrower shall

cause a consent and waiver, in substantially the form attached hereto as Exhibit D-3, to be duly

executed by such SEO, and promptly delivered 10 the Borrower (wilh a copy to the Treasury)

(except to the extent previously executed and delivered on or prior to the Original Effective Date

pursuant to Section 5.21 of the Existing Credit Agreement).

(d) For any Person who was a Senior Employee as of the Original Effective

Date and any Person that has become or becomes an Senior Employee aller the Original

Effective Date, the Borrower shall cause a waiver, in substantially the form attached hereto as

Exhibit 0-4, to be duly executed by such Senior Employee, and promptly delivered to the

Treasury (except to the extent previously executed and delivered on or prior to the Original

Effective Date pursuant to Section 5.21 of tbe Existing Credit Agreement).

(e) For any Person who was a Senior Employee as of the Original Effective

Date and any Person that has become or becomes an Senior Employee after the Original

Effective Date, the Borrower shall cause a consent and waiver, in substantially the fom, attached

hereto as Exhibit D-5, to be duly executed by such Senior Employee, and promptly delivered to

the Borrower (witb a copy to the Treasury) (except to the extent previously executed and

USAdive 16673804.16 -66-
delivered on or prior to the Original Effcctive Date pursuant to Section 5.21 of the Existing

Credit Agreement).

5.22. Modification of Canadian Facility Documents and VEBA Note Facility.

(a) The Borrower shall notify the Lender in writing of the effectiveness of any amendments,

supplements, or other modifications to the documents related to the Canadian Facility not less

than five Business Days. if practicable, prior to the same becoming effective (or concurrently

with notice thereof to the Canadian Lender, if the Borrower gives such notice fewer than five

Business Days prior to the same becoming effective).

(b) Subject to the Intercreditor Agreemen~ the Borrower shall notify the

Lender in writing of the effectiveness of any amendments, supplements, or other modifications

to the documents related to the VEBA Note Facility not less than five Business Days, if

practicable. prior to the same bccoming effective (or concurrently with notice thereof to the

VEBA, if the Borrower gives such notice fewer than five Business Days prior to the same

becoming effective).

5.23. Additional Guarantors. Except as otherwise agreed to by the Lender, the

Borrower shall cause each U.S. Subsidiary of a Covered Group Member who becomes a

Subsidiary aOer the Effective Date to become a Guarantor (each, an "Additional Guarantor") in

accordance with Section 4.24 of the Guaranty, other than Excluded Subsidiaries (except for

Subsidiaries that were guarantors under the DIP Credit Agreement or the Existing UST Term

Loan Agreements).

5.24. [Intentionally OmittedJ.

5.25. Inspection of Property; Books and Records; Discussions. The Borrower

shall, and shall cause each Group Member to, (a) except with respect to Excluded Subsidiaries,

keep proper books of records and account in which flll1, true and correct entries in confonnity

with GAAP and all Requirements of Law shall be made of all dealings and transactions in

relation to its business and activities, and (b) permit representatives of the Lender, the Special

Inspector General of the Troubled Asset Relief Program or the Comptroller General of the

United States to visit and inspect any of its properties and examine and make abstracts from any

of its books and records and other data delivered to them pursuant to the Loan Documents at any

reasonable time and as often as may reasonably be desired and to discuss the business,

operations, properties and financial and other condition of the Group Members with officers and

employees of the Group Members and with its independent certified public accountants.

5.26. SEC Reporting Requirements. Prior to the filing of a registration

statement under the Securities Act, the Borrower shall file those reports contemplated to be filed

by the Borrower pursuant to that certain no-action relief letter issued to GM Oldco by the SEC

on or about the Original Effective Date.

5.27. Vitality Commitment. (a) Consistent with the Business Plan that the

Borrower developed and the assumptions made in said plan, and taking note of the production

commitments provided to the Canadian Lender and/or the Governments of Canada and Ontario,

the Borrower agrees to use its commercially reasonable best efforts to ensure that the volume of

USActrve 1687380416 -67-
manufacturing conducted in the United States is consistent with at least 90% of the levcl

envisioned in that Business Plan, absent a material adverse change in its business or operating

environment which would make the commitment outlined herein non-economic. In the event that

such a material adverse change occurs, the Borrower agrees to use its commercially reasonable

best efforts to ensure that the volume of United States manufacturing is the minimum variance

from the Business Plan that is consistent with good business judgment and the intent of the

commitment.

(b) The commitment set forth in Section 5.27(a) will remain in effect until the

later of December 31, 2014 and the date on which all of its Loans from the Treasury have been

repaid, provided that, in the event the Treasury has received total proceeds from debt

repayments, preferred stock redemptions and common stock sales equal to the total dollar

amount of all Treasury invested capital, then the commitments outlined herein shall no longer be

in force.

5.28. Survival ofTARP Covenants.

(a) The obligation of the Loan Parties to comply with the TARP Covenants

shall survive during the Relevant Period or, in the case of Section 5.27, during the Vitality

Commitment Period, notwithstanding the repayment in full of all the Loans and the other

Obligations.

(b) Each Loan Party acknowledges that survival of the TARP Covenants was

a material inducement to the Treasury entering into this Agreement and providing the Loans, and

each Loan Party further acknowledges that it will not contest that the Treasury does not have an

adequate remedy at law for a breach of the TARP Covenants and that the Treasury cannot be

made whole by the payment of monetary damages. The Treasury is entitled to seek specific

performance of the TARP Covenants and the appointment of a court-ordered monitor acceptable

to the Treasury (and at the sole expense of the Borrower) to ensure compliance with the TARP

Covenants. In addition, each Loan Party agrees that it (i) shall not oppose any motion for

preliminary or pennanent injunctive relief or any other similar form of expedited relief in an

action by the Treasury to enforce the TARP Covenants on the ground that the Treasury has not

sustained irreparable hann or on any other basis (other than a defense on the merits), and

(ii) w<lives all defenses 3J1<1 counterclaims that may at any timc be available to or be asserted by

such Loan Party against the Treasury with respect to the enforceability of the TARP Covenants

and/or the remedy ofspecific perfonnance of the TARP Covenants. Each Loan Party submits to

the jurisdiction of the United States District Court for the District of Columbia for purposes of

cnforcement of the TARP Covenant's, and any appellate court therefrom, and consents that any

sllch action or proceeding to enforce the TARP Covenants may be brought in such courts and

waives any objection that it may now or hereafter have to the venue of any such action or

proceeding in any such court or that such action or proceeding was brought in an inconvenient

court and agrees not to plead or claim the same.

5.29. [Intentionally Omitted.l

5.30. Intellectual Property. Each Loan Party shall use its best efforts to ensure

that the Lender is Obtaining through the Loan Documents sufficient rights and assets to enable a

USActive 16873804.16 -68-
subsequent purchaser of the Collateral (subject to Pennitled Liens) in a sale pursuant to its

remedies under any Loan Document to manufacture vehicles of substantially the same quality

and nature as those sold by tbe Borrower as of the Original Effective Date, provided that such

purchaser has access to reasonably common motor vehicle technologies and manufacturing

capabilities appropriate for vehicles of such nature, and to market such vehicles through

substantially similar channels as those employed by the Borrower.

5.31. Various Agreements. The Borrower shall at all times comply in all

material respects with the Registration Rights Agreement and the Stockholders Agreement.

5.32. otice of Investments. The Borrower shall provide the Lender with ten

Business Days' prior written notice of any Investment or series of related [nvestments by the

Borrower or any U.S. Subsidiary in any Person other than a U.S. Person exceeding

5250,000,000.

SECTION 6

NEGATIVE COVENANTS

Each Loan Party jointly and severally covenants and agrees that, so long as the

Loans arc outstanding and until payment in full of all Obligations, each Loan Party shall and

shall cause each Covered Group Member and each of its other applicable Subsidiaries to comply

with the following negative covenants:

6.1. Prohibition on Fundamental Changes: DisDOsition of Collateral. No

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 Lender's prior consent, provided that, (a) any Covered Group Member may merge

with, consolidate with, amalg,lmate with, Dispose of all or substantially all of its Property (and

thereaner wind up or dissolve itself, and (b) the Restructuring may occur, in each case subject to

the following conditions: (i) such action docs 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, the Net Cash Proceeds thereof are applied in accordance with

Section 2.5, and (iii) (A) in the case of a mcrger, consolidation or amalgamation with or into tbe

Borrowcr, the Borrower shall be the continuing or surviving entity or, in the event that the

Borrower is not the continuing or surviving entity, or in the case of the Restructuring or a

Disposition of all or substantially all of thc Borrower's Property to any other Person, (I) the

continuing, surviving or acquiring entity, or in the case of the Restructuring, the intermediate

holding company acquiring the equity interests in the Initial Borrower (any of the foregoing, as

the case may be, the "Replacement Borrower") expressly assumes the obligations of the

Borrowcr under the Loan Documents and the VEBA Note Facility, (2) the Replacement

Borrowcr is organized under the laws of a State in the United States, (3) the Replacement

Borrower shall have delivered to the Lender such assumption and joinder agreements and related

documents and instruments, due diligence infonnation, lien searches, consents. certificates,

organizational documents and resolutions, legal opinions and waivers as the Lender may

reasonably request, each in fonn and substance satisfactory to the Lender in its sole discretion.

USActrve 16873804.16 -69-
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 entiry. (I) the continuing or surviving entiry (a "Replacement

Guarantor") expressly assumes the obligations ofsuch Guarantor under the Loan Documents and

the VEBA NOle 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 Lender such assumption and joinder agreements and related documents and

instruments, due diligence infonnation. lien searches, consents. certificates, organizational

documents and resolutions. legal opinions and waivers as the Lender may reasonably request.

each in fonn and substance satisfactory to the Lender in its sole discretion.

6.2. [Intentionally Omitted].

6.3. [Intentionally Omitted].

6.4. Limitation on Liens. None of the Borrower. any Covered Group Member

nor any Structured Financing Subsidiary will, create, incur, assume or suffer to exist any Lien

upon any of its Property, whether now owned or hereafter acquired, except Pemlitted Liens.

6.5. Restricted PaVmenL'i. 0 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 apan assets for a sinking

or other analogous fund for, the purchase, redemption, defeasance, retirement or other

acquisition of any Capital Stock of 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 any Covered Group Member or (ii) optionally

prepay, repurchase, redeem or othen.vise optionally satisfy or defease with cash or Cash

Equivalents any Indebtedness (other than any Pcmlitted Indebtedness in accordance with this

Agreement) (any such payment referred to in clauses (i) and (ii), a "Restricted Payment"), other

than:

(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 ror such Capital Stock, or any executive or employee savings or

compensation plans, or, in each case to the extent applicable, their respective estates, spouses,

fonner spouses or family members or other pemlitted transferees;

(b) any Subsidiary (including an Excluded Subsidiary) may make Restricted

Payments to its direct parents or to the Borrower or any Guarantor that is a Wholly Owned

Subsidiary;

(c) any JV Subsidiary may make Restricted Payments required or penniued to

be made pursuant to the tenns of the joint venture arrangements to holders of its Capital Stock,

provided that, the Borrower and its Subsidiaries have received their pro rata portion of such

Restricted Payments;

USAdlve 16873804 16 -70-
(d) Pennittcd Tax Distributions;

(c) Restricted Payments to the Borrower's dircct or indircct parent Lhe

proceeds of which are to be used by such Person to pay (i) its operating expenses and other

corporate overhead costs and expenscs (including administrative, legal, accounting and similar

cxpenscs) incurrcd in the ordinary course of business of such Person, (ii) reasonable and

customary indemnification claims made by directors or officers ofsuch Person attributable to the

ownership or operation of the Borrower and its Subsidiaries and (iii) any amount due and

payable by the Borrower or any of its Subsidiaries that is permitted to be paid by the Borrower

and its Subsidiaries under this Agreement;

(f) the Borrower may make Restricted Payments 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) the Borrower may make Restricted Payments 111 respect of preferred

Capital Stock of the Borrower to the holders thereof.

6.6. Amendments to Transaction Documents. No Covered Group Member

shall (a) amend, supplement or otherwise modify (pursuant to a waiver or otherwise) the terms

and conditions of the indemnities and licenses furnished to the Borrower and its successors or

any of its Subsidiaries pursuant to the Transaction Document'S (other than as specifically

contemplated thereby) such that after giving effect thereto such indemnities or licenses, takcn as

a whole, shall be materially less favorable to the interests of the Borrower and its successors and

Subsidiaries or the Lender with respect thcreto or (b) otJlcrwise amend, supplement or otherwise

modify the tenos and conditions of the Transaction Documents (other than as specifically

contemplated thereby) in such a manner as could reasonably be expected to increase Lhe

consideration or obligations owed by the Borrower as "Buyer" thereunder to the Sellers.

6.7. [Intentionally Omiucd].

6.8. Negative Pledge. No Covered Group Member shall enter into or suffer to

exist or become effective any agreement that prohibits or limits thc ability of any North

Amcrican Group Member to create, incur, assume or pennit to exist any Lien upon any of the

Collateral, whether now owned or hereafter acquired, other than this Agreement, the other Loan

Documents, the Existing Agreements. and Permitted Liens; provided that the agreements

excepted from the restrictions of this Section shall include CUSlomary negative pledge clauses in

agrecments providing refinancing Indebtedness or pennitted unsecured Indebtedness.

6.9. Indebtedness. No Covered Group Member nor any Structured Financing

Subsidiary shall create, incur, assume or suffer to exist any Indebtedness except Permitted

Indebtedness.

6.10. [Intentionally Omitted].

6.11. [Intentionally Omittedl.

USAdJve 16873804.16 -71-
6.12. Limitation on Sale of Assets. Subject to any other applicable provision of

any Loan Document, each Covered Group Member shall have the right to Dispose freely of any

of its Property (including, without limitation, receivables and leasehold interests) whether now

owned or hereafter acquired; provided that, to the extent required, the Net Cash Proceeds thereof

are applied in accordance with Section 2.5.

6.13. Restrictions on Pension Plans. (a) During the Relevant Period, and except

by operation of law, no Loan Party or ERISA Affiliate shall increase any pecuniary or other

benefits obligated or incurred by any Plan nor shall any Loan Party or ERISA Affiliate provide

for other ancillary benefits or lump sum benefits that would be funded by the assets held by any

Plan other than benefits due in accordance with Plan terms as oflhe Original Effective Date.

(b) Notwithstanding the foregoing, the prohibitions on benefit increases under

Section 6.13(a) shall not apply to (i) the creation or payment of any obligations associated with

any plant shutdowns, pennanen( layoffs, attrition programs, or other workforce reduction

programs after the Original Effective Date and (ii) a benefit that was not in effect under the temlS

of a Plan on December 31.2008 if the Lender approves such benefit increase and, in the case of

each of clause (i) and (ii) above. at the time ofsuch benefit increase and taking into account such

benefit increase, each Plan of the Borrower and each Plan of each of its ERISA Affiliates is fully

funded. In addition, during the Relevant Period, the Borrower agrees that no contribution under

sec.ion 206(gXl)(B). 206(gX2)(B), or 206(gX4XB) of ERISA shall be madc.o any Plan.

(c) During the Relevant Period, the Borrower shall comply with the

provisions of this Section 6.13. This Section 6.13 shall survive tennination of this Agreement

and satisfaction of all Obligations thereunder.

6.14. [Intentionally Omitted),

6.15. [Intentionally Omitted].

6.16. Clauscs Restricting Subsidiary Distributions. The Borrower will not, and

will not pemlit any Guarantor to, enter into or suITer to exist or become effective any consensual

encumbrance or restriction on the ability of any sueh Guarantor to (a) make Restricted Payments

in respect of any Capital Stock ofsuch Guarantor held by, or pay any Indebtedness owed to, the

Borrower or any Guarantor, (b) make loans or advances to, or other Investmcnts in, the Borrowcr

or any Guarantor or (c) transfer any of its assets to the Borrower or any Guarantor, except, in the

case of each of clauses (a), (b) and (c) above, for such encumbrances or restrictions existing

under or by reason of(i) any restrictions existing under the Loan Documents and the VEBA Note

Facility and, solely with respect to GM Canada and its Subsidiaries, the Canadian Facility,

(ii) any restrictions with respect to a Guarantor imposed pursuant to an agrl.ocment that has been

entered into in connection with the Disposition of all or substantially all of the Capital Stock or

assets of such Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in

connection with the acquisition of assets by the Borrower or any Guarantor pennitted hereunder

or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance

or restriction is not applicable to any Person, or the properties or assets of any Person, other than

the Person or the properties or assets of the Person so acquired, (iv) restrictions on the transfer of

assets subject to any Lien pennitted by Section 6.4 imposed by the holder ofsuch Lien or on the

USActive 16873804.16 -72-
transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of

such assets, (v) provisions in joint venture agreements and other similar agreements (in each case

relating solely to the respective joint vennlre or similar entity or the Capital Stock therein)

entered into in the ordinary course of business, (vi) restrictions contained in the temtS of any

agreements governing purchase money obligations, Capital Lease Obligations or Attributable

Obligations not incurred in violation of this Agreement, provided that, such restrictions relate

only to the Property financed with such Indebtedness, (vii) restrictions contained in any Existing

Agreement, (viii) restrictions contained in any agreement relating to any Indebtedness to the

extent pcnllitted by the provisions of any Excluded Secured Indebtedness or Additional Sccured

Indebtedness, (ix) restrictions on cash or other deposits imposed by customers under contracts or

other arrangements entered into or agreed to in the ordinary course of business, (x) customary

non-assignment provisions in leases, contracts, licenses and other agreements entered into in the

ordinary course of business and consistcnt with past practices (including past practices of the

OM Oldco Parties, as applicable), or (xi) any amendments, modifications. restatemcnts,

increases, supplements, refundings, replacemcnts, or refinancings of the contracts, instruments or

obligations reFcrred to in clauses (i) through (x) above; provided, however, that the provisions

relating to sllch encumbrance or restriction cOlltained in any such amendment, modification,

restatement, increase. supplement, refunding, replacement, or refinancing arc not materially less

favorable, taken as a whole, to the Group Members and the Lender than the provisions relating to

slIch encumbrance or restriction contained in agreements refcrrcd to in such clause.

6.17. [Intentionally Omitted].

6.18. [Intentionally OmittedJ.

6.19. [lntentionallv Omitted].

6.20. Connict with Canadian Facility. Notwithstanding anything 10 the contrary

herein, nothing contained in this Section 6 shall restrict, limit or otherwise prohibit OM Canada

or any of its Canadian Subsidiaries from complying with any payment obligation or any other

affirmative obligation under the Canadian Facility.

6.21. [Intentionally Omilled].

6.22. Conflict with VEBA Note Facility. Notwithstanding anything to the

contrary herein, nothing contained in this Section 6 shall restrict, limit or otherwise prohibit the

Borrower or any of its Subsidiaries from complying with any payment obligation or any other

affirmative obligation under the VEBA Note Facility.

SECTION 7

EVENTS OF DEFAULT

7.1. Events of DeFault. Each of the following events shall constitute an "Event

of Default", provided that any requirement for the giving of notice. the lapse of time, or both, has

been satisfied:

USActive 16873804.16 -73-
(a) the Borrower shall default in lhe payment of any principal of or interest on

the Loans when due (whether at stated maturity, upon acceleration or pursuant to Section 2.5),

provided however, that the Borrower shall have five Business Days' grace period for the

payment of interest hereunder; or

(b) any Guarantor shall default in its payment obligations under the Guaranty;

or

(c) any Loan Party shall default in the payment of any other amount payable

by it hereunder or under any other Loan Document after noti [ication by Lbe Lender of such

default, and such default shall have continued unremedied for five Business Days; or

(d) any Loan Party shall breach any applicable covenant contained in

Section 5.16 (Executive Privileges and Compensation), Section 5.17 (Aircraft), Section 5.18

(Restrictions on Expenses), Section 5.19 (Employ American Workers Act), Section 5.20

(Internal Controls; Recordkeeping; Additional Reporting), Section 5.21 (Waivers), or Section 6

hereof; or

(e) any Loan Party shall default in performance of or otherwise breach

non-payment obligations or covenants under any of the Loan Documents not covered by another

clause in this Section 7, and such default has not been remedied within the applicable grace

period provided therein, or ifno grace period, within 30 calendar days; or

(f) any representation, warranty or certification made or deemed made herein

or in any other Loan Document by any Loan Party or any certificate furnished to the Lender

pursuant to the provisions hereof or thereof, shall prove to have been false or misleading in any

material respcct as of the time made or fumished; or

(g) [intentionally omitted]; or

(h) [intentionally omitted]; or

(i) [intentionally omitted]; or

(j) any Material Covered Group Member shall (i) apply for or consent to the

appointment of, or the taking of possession by, a receiver, interim receiver, receiver and

manager, custodian, trustee, interim trustcc, examiner or liquidator of itself or of all or a

substantial part of its directly-owned property, (ii) make a general assignment for the benefit of

its creditors, (iii) commence a voluntary case under the Bankruptcy Code, (iv) rile a petition

seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization,

liquidation, dissolution, arrangement or winding-up, or composition or readjustment of debts,

(v) fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition

filed against it in an involuntary case under the Bankruptcy Code. (vi) take any corporate or

other action for the purpose of effecting any of the foregoing, or (vii) generally fail to pay the

Borrower's or such Material Covered Group Member's (as applicable) debts as they become

due; or

(k)

USActive 16873804.16

[intentionally omitted]; or

-74-
(I) [intentionally omitted]; or

(m) [intentionally omitted]; or

(n) a judgment or judgments as to any obligation for the payment of money in

excess of $1 00,000,000 in the aggregate (to the extent that it is, in the reasonable detennination

of the Lender, uninsured and provided that any insurance or other credit posted in connection

with an appeal shall not be deemed insurance for these purposes) shall be rendered against any

Covered Group Member by one or more courts, administrative tribunals or other bodies having

jurisdiction over them and the enforcement thereof shall not be stayed (by operation of law, the

mles or orders ofa court with jurisdiction over the matter or by consent of the party litigants) for

ten calendar days; or there shall be rendered against any Covered Group Member a

non-monetary judgment that causes or would reasonably be expected to cause a Material

Adverse Effect on the ability of the Loan Parties (taken as a whole) to per[onn their obligations

under the Loan Documents and the enforcement thereof shall not be stayed (by operation of law,

the mles or orders ofa court with jurisdiction over the matter or by consent of the party litigants)

for ten calendar days; or

(0) [intentionally omitted]; or

(P) any Loan Document shall for whatever reason be tenninated, the Loan

Documenl<; shall cease to create a valid security interest in any of the Collateral purported to be

covered hereby or thereby, or any Loan Party's material obligations under the Loan Documents

(including the Borrower's Obligations hereunder) shall cease to be in full force and effect. or the

enforceability thereof shall be contested by any Group Member; or

(q) the filing of a motion, pleading or proceeding by any of the other Loan

Parties which could reasonably be expected to result in a material impainnent of the rights or

interests of the Lender under any Loan Document, or a detennination by a court with respect to a

moLion, pleading or proceeding brought by another party that results in a material impainnent of

the rights or interests of the Lender under any Loan Document; or

(r) [intentionally omitted]; or

(s) [intentionally omitted]; or

(t) (i) any Person shall engagc in any "prohibited transaction" (as defined in

Section 406 of ERISA or Section 4975 of the Code) involving any Plan, or any other ERISA

Event shall occur, (ii) allY failure to meet the minimum funding standards of Section 302 of

ERISA, whether or not waived, shall exist with respect to any Plan or any Lien in favor of the

PBGC with respect to any such Plan shall arise on the assets of any Covered Group Member or

any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall

commence to have a tmstee appointed, or a tmstee shall be appointed, to administer or to

lenninate, any Plan, which Report'able Event or commencement of proceedings or appointment

of a tmstee is, in the reasonable opinion of the Lender, likely to result in the temlination of such

Plan for purposes ofTitle IV of ERISA, (iv) any Plan shall temlinate for purposes of Tille IV of

ERISA, (v) any Covered Group Member or any ERISA Affiliate shall, or in lhe reasonable

opinion of the Lender is likely to, incur any liabilily in connection with a withdrawal from, or the

USAetive 16873804.16 -75-
Insolvency or reorganization of, a Multiemployer Plan, (vi) any labor union or collective

bargaining unit shall engage in a strike or other work stoppage, (vii) the assets of any Covered

Group Member shall be treated as plan assets under 29 C.F.R. 2510.3-101 as amcnded by

section 3(42) of ERJSA, or (viii) any other event or condition shall occur or exist with respect to

a Plan; and in each case in clauses (i) through (viii) abovc, such event or condition, together with

all other such events or conditions, if 3J1Y, could reasonably be expected to have a Material

Adverse Effect; or

(u) any Change ofControl shall have occurred without the prior consent ofthe

Lender; or

(v) any Loan Party shall grant, or suffer to exist, any Lien on any Collateral

other than Pemlitted Liens; or the Liens contemplated under the Loan Documents shall cease to

be perfected Liens on the Collateral in favor of the Lender of the requisite priority hereunder

with respect to such Collateral (subject to the Pernliued Liens); or

(w) [intentionally omilled]; or

(x) any Governmental Authority or any person, agency or entity acting or

purporting to act under governmental authority shall have taken any action to condemn, seize or

appropriate, or to assume custody or control of, all or any substantial part of the Collateral, or

(except with respect to any Pennitlcd Holder in its capacity as a Permiucd Holder) shall have

taken any action to displace the management of any Material Covered Group Member or to

curtail its authority in the conduct of the business of any Loan Party, and such action provided

for in this subsection (x) shall not have been discontinued or stayed within 30 days; or

(y) [intentionally omitted]; or

(z) [intentionally omittcd]; or

(aa) a custodian, receiver, conservator, liquidator, trustee or similar official for

any Material Covered Group Member, or of any of its directly-owned Property (as a debtor or

creditor protection procedure), is appointed or takes possession ofsuch direclly-owncd Property;

or any Matcrial Covered Group Membcr is adjudicated bankrupt or insolvent; or an order for

relief is entered under the Bankruptcy Code, or any successor or similar applicable statute, or any

administrative insolvency scheme, against any Material Covered Group Member; or any of its

directly-owned Property is sequestered by court or administrative order; or a petition is tiled

against any Material Covered Group Member under any bankruptcy, reorganization,

arrangement, insolvency, readjustment of debt, dissolution, moratorium, delinqucncy or

liquidation law of any jurisdiction, whether now or subsequently in efTect, and such petition is

not dismissed within 60 days; or

(bb) any Loan Party shall admit its inability to, or intention not to, perform any

ofsuch party's material Obligations hereunder; or

(cc) GM Canada shall (i) default in making any payment of any principal of

any Indebtedness under the Canadian Facility on the scheduled or original due date with respect

thereto; or (ii) default in making any payment of any interest on any such Lndebtedness beyond

USActive 16873804.16 -76-
the period of grace. if any, provided in the Canadian Facility; or (iii) default in the observance or

performance of any other agreement or condition relating to any such Indebtedness (other than a

breach of the COCA (as defined in the Canadian Facility» or contained in any instrument or

agreement evidencing, securing or relating thereto, or any other event shall occur or condition

exist (other than a breach ofthe COCA (as defined in the Canadian Facility», the effect of which

default or other event or condition is to cause, or to pennit the holder or beneficiary of such

Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to cause. with the

giving of notice if required. such Indebtedness to become due prior to its stated maturity or to

become subject to a mandatory offer to purchase by the obligor thereunder or (in the case of any

such Indebtedness constituting a Guarantee Obligation) to become payable; or

(dd) the Borrower shall (i) default in making any payment of any principal of

any Indebtedness under the VEBA Note Facility on the scheduled or original due date with

respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness

beyond the period of grace. if any, provided in the VEBA ote Facility; or (iii) default in the

observance or performance of any other agreement or condition relating to any such

Indebtedness or contained in any instrument or agreement evidencing. securing or relating

thereto, or any other event shall occur or condition exist, the effect of which default or other

event or condition is to cause, or to pennit the holder or beneficiary of such Indebtedness (or a

trustee or agent on behalf of such holder or beneficiary) to cause, with the giving of notice if

required. such Indebtedness to become due prior 10 its stated maturity or to become subject to a

mandatory offer to purchase by the obligor thereundcr or (in the case of any such Indebtedness

constituting a Guarantee Obligation) to become payable; or

(ee) any Covered Group Member shall (i) def,mlt in making any payment of

any principal of any Indebtedness (including any Guarantee Obligation, but excluding the Loans.

the Canadian Facility, and the VEBA Note Facility) on the scheduled or original due date with

respect thereto; or (ii) default in making any payment of any interest on any such Indebtedness

beyond the period of grace, if any, provided in the instnlment or agreement under which such

Indebtedness was created; or (iii) default in the observance or pcrformance of any other

agrecment or condition relating to any stich Indebtedness (inclllding a breach of the COCA (as

defined in the Canadian Facility» or contained in any instnllTIent or agreement evidencing,

securing or relating thereto, or any other event shall occur or condition exist, the effect of which

default or other event or condition is to cause stich Indebtedness to become due prior to its stated

maturity or to become subject to a mandatory olTer to purchase by the obligor thereunder or (in

the case of any such Indebtedness constituting a Guarantee Obligation) to become payable:

provided that a default, event or condition described in clause (i), (ii) or (iii) of this

paragraph (ee) shall not at any time constitute an Event of Default unless, at such time, one or

more defaults, events or conditions of the type described in clauses (i), (ii) and (iii) of this

paragraph (ee) shall have occurred and be continuing with respect to any such Indebtedness, the

Outstanding Amount of which exceeds in the aggregate S I00,000,000.

7.2. Remedies upon Event of Default. (a) If any Event of Default occurs and

is continuing. without limiting the rights and remedies available to the Lender under Applicable

Law, the Lender may, by written notice to the Borrower, take any or all of the following actions,

at the same or different times:

USAdNe 16873804 16 -77-
(i) declare the principal of and accmed interest on the outstanding

Loans to be immediately due and payable;

(ii) set-off any amounts held in any accounts maintained by any Loan

Party with respect to which the Lender is a party to a control agreement; or

(iii) take any other action or exercise any other right or remedy

(including, without limitation, with respect to the Liens in favor of the Lender) pennincd

under the Loan Documents or by Applic<lble Law.

(b) Notwithstanding the foregoing, If such event is an Event of Default

specified in Section 7.1 (j) or 7.1 (aa) above with respect to the Borrower, automatically the Loans

(with accrued interest thereon) and all other amounts owing under this Agreement and the other

Loan Documents shall immediately become due and payable.

(c) For the avoidance of doubt, the Lender may in its discretion waive any

Default, Event of Default or any right it may have to take any enforcement action as a

consequence thereof. Except as cxprcssly provided above in this Section 7.2 or required by law

(and which cannot be waived), presentment, demand, protest and all other notices of any kind are

hereby expressly waived by the Borrower.

SECTION 8

MISCELLANEOUS

8.1. Amendments and Waivers. (a) Neither this Agreement, any other Loan

Document, nor any terms hereof or thereof may be amended, supplemented or modified except

in accordance with the provisions of this Section 8.1 or as otherwise expressly provided herein.

The Lender and the Borrower (on its own behalf and as agent on behalf of any other Loan Party

party to the relevant Loan Document) may, from lime to time, (i) enter into written amendments,

supplements or modifications hereto and to the other Loan Documents for the purpose of adding

any provisions to this Agreement or the other Loan Documents or changing in any manner lhe

rights or obligations of tbe Lender or of the Loan Parties hereunder or thereunder or (ii) waive,

on such tenns and conditions as the Lender may specify in such instrument, any of the

requirements of this Agreement or the othcr Loan Docwncnts or any Default or Event of Default

and its eonsequcnces.

(b) Any such waiver and any such amendment, supplement or modification

shall be binding upon the Loan Parties, the Lender and all future holders of the Loans. In the

case of any waiver, the Loan Parties and the Lender shall be restored to their fonner position and

rights hereunder and under the othcr Loan Documents, and any Default or Event of Default

waived shall be deemed to be cured and not continuing; but no such waiver shall extend to any

subsequent or other Default or Event of Default, or impair any right consequent thereon. Any

such waiver, amendment, supplement or modification shall be effected by a written instmmenl

signed by the parties required to sign pursuant to the foregoing provisions of this Section 8.1;

provided lhat, delivery of an executed signature page of any such instrument by facsimile

lransmission shall be effective as delivery ofa manually executed counterpal1 thereof.

USAclive 16873804.16 -78-
8.2. otices. (a) All notices, requests and demands to or upon the respective

parties hereto to be effective shall be in writing (including by telecopy or electronic

transmission), and. unless otherwise expressly provided herein, shall be deemed to have been

duly given or made whcn delivered, or three Business Days after being deposited in the mail,

postage prepaid, or, in the case of telecopy notice or electronic transmission or overnight or hand

delivery, when received, addressed as follows in the case of the Borrower and the Lender. or to

such other address as may be hereafter notificd by the respective parties hereto:

Borrowcr:

Gencral Motors Company

300 Rcnaissance Center

Detroit, MI 48265-3000

Allention: Chief Financial Officer

Telecopy: 3 I3-667-4605

wilh a copy 10:

General Motors Company

767 Fifth Avenue. 14th Floor

New York, NY 10153

Attention: Treasurer

Telecopy: 212-4 I8-3630

and

General Motors Company

300 Renaissance Center

Detroi~ MI 48265-3000

Attention: Kimberly K. Hudolin

Telecopy: 248-267-43 I8

and:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

ew York, NY 10153-0119

Attention: Soo-lin Shim

Telecopy: 212-310-8007

Lender:

The United States Department of the Treasury

1500 PelUlsylvania Avenue, NW

Washington, D.C. 20220

Attention: Chief Counsel Office of Financial Stability

Telecopy: 202-927-9225

Email: OFSChiefCounseINoticcs@do.trcas.gov

USActive 16873804.16 -79-
with a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

Attention: Jolm J. Rapisardi

Telecopy: 212-504-6666

Telephone: 212-504-6000

provided that any notice, request or demand to or upon the Lender shall not be effective until

received.

(b) Notices and other communications to the Lender hereunder may be

delivered or furnished by e1eClronic communications pursuant to procedures approved by the

Lender in its sole discretion. The Lender or the Borrower may, in its discretion, agree to accept

notices and other communications to it hereunder by electronic communications pursuant to

procedures approved by it; provided that approval of such procedures may be limited to

pm1iclilar notices or communications.

8.3. No Waiver: Cumulative Remedies. No failure to exercise and no delay in

exercising, on the part of the Lender, any right. remedy, power or privilege hereunder or under

the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial

exercise of any right, remedy, powcr or privilege hereunder or thereunder preclude any other or

further exercise thereof or the exercise of any other right, remedy, power or privilege. The

rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any

rights, remedies, powers and privileges provided by law.

8.4. Survival of Representations and Warranties. All representations and

warranties made hereunder, in the other Loan Documents and in any document, certificate or

statement delivered pursuant hereto or in connection herewith shall survive the execution and

delivery of this Agreement and the making of the Loans and othcr cxtensions of credit hereunder.

8.5. Payment of Expenses. The Borrower agrees (a) to payor reimburse the

Lender for all its (i) reasonable out-of-pocket costs and expenses incurred in connection with the

development, preparation and execution of~ and any amendment, supplement or modification to,

this Agreement and the other Loan Documents and any other documents prepared in connection

herewith or therewith, and the consummation and administration of the transactions

contemplated hereby and thereby (including the reasonable out-of-pocket costs and expenses and

professional fees of the advisors and counsel to the Lender), and (ii) costs and expenses incurred

in connection with the enforcement or preservation of any rights or exercise of remedies under

this Agreemenl, the other Loan Documents and any other documents prepared in connection

herewith or therewith in respect of any Event of Default or otherwise, including tbe fees and

disbursements of counsel (including the allocated fees and disbursements and other charges of

in-house counsel) to the Lender, (b) to pay, indemnify, or reimburse the Lender for, and hold the

Lender harmless from, any and all recording and filing fees and any and all liabilities with

respect to, or resulting from any delay in paying such fees, if any, which may be payable or

determined to be payable in connection with the execution and delivery of, or consummation or

USAcliye 16873804.16 -80-
administration of any of the transactions contemplated by, or any amendment, supplement or

modilication of, or any waiver or consent under or in respect of, this Agreement, the other Loan

Documents and any such other documents, and (e) to pay, indemnify or reimburse the Lender, its

afliliatcs, and its and their respective officers, directors, partners, employees, advisors, agents,

controlling persons and tmslees (each, an "Indemnitee") for, and hold each Indemnitee hannless

from and against any and all other 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 the Borrower or any

other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of

this Agreement, any other Loan Document or any agreement or instnllnent contemplated hereby

or thereby, the pcrfonnance by the parties hereto or thereto of their respective obligations

hereunder or thereunder or the consummation of the transactions contemplated hereby or

thereby, including any of the foregoing relating to the use or proposed use of proceeds of the

Loans or the violation of, noncompliance with or liability lmder, any Environmental Law

applicable to the operations or assets of any Group Member, including any of the Mortgaged

Properties, and the reasonablc fees and expenses of legal counsel in connection with claims,

actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or

any actual or prospective claim, litigation, investigation or proceeding relating 10 any of the

foregoing, whether based on contract, tort or any other theory, whether brought by any third

party or by the Borrower or any other Loan Party, and regardless ofwhethcr any Indemnitee is a

party thcreto (all the foregoing in this clausc (c), collectively, the "Indemnified Liabilities"),

provided that the Borrower shall have no obligation hereunder to any Indemnitee with respect to

Indemnified Liabilities to the extent such Indemnified Liabilities resulted from the gross

negligence or willful misconduct of, in each case as detenllincd by a final and nonappealable

dccision of a court of competent jurisdiction, sllch Indemnitee, any of its affiliates or its or their

respective officers, directors, partncrs, employees, agents or controlling persons. No Indemnitee

shall be liable for any damages arising from the use by unauthorized persons of infonnation or

other materials sent through electronic, telecommunications or other information transmission

systems that are intercepted by such persons or for any special, indirect, consequential or

punitive damages in connection with the Loans. Without limiting the foregoing, and to the

extent pemlitlcd by Applicable Law, the Borrower agrees not to assert and to cause its

Subsidiaries not to assert, and hereby waives and agrees to cause its Subsidiaries to waive, all

rights for contribution or any othcr rights of recovery with respect to all claims, demands,

penalties, fines, liabilitics, settlcments, damages, costs and expenses of whatever kind or nature,

under or related to Environmental Laws, that any of them might have by statute or otherwise

against any Lndemnitee. All amounts due under this Section 8.5 shall be payable not later than

30 days after written demand therefor. Statcments payable by the Borrower pursuant to this

Section 8.5 shall be submitted 10 the Treasurcr of the Borrower as set forth in Section 8.2, or to

such othcr Person or address as may be hereallcr designated by the Borrower in a written notice

to the Lender. The agreements in this Section 8.5 shall survive repayment of the Loans and all

othcr amounts payable hereunder.

8.6. Successors and Assigns; Participations and Assignments. (a) The

provisions of this Agreement shall be binding upon and inure to the benefit of the parties hercto,

all future holders of the Loans and their respective successors and assigns permitted hereby.

except that the Borrower may not assign or otherwise transfer any of ils rights or obligations

hereunder without the prior written consent of the Lcnder (and any attempted assignment or

USActive 16873804.16 -81-
transfer by the Borrower without such consent shall be null and void), except as set forth in

Section 6.1 with respect to a Replacement Borrower and, for the avoidance of doubt, in

connection with tbe Restmcturing, and the Lender may not assign or otherwise transfer its rights

or obligations herewlder except in accordance with this Section 8.6.

(b) The Lcnder may assign or transfer to (i) prior to the occurrence of a

Default or Event of Default which is continuing, one or more assignees (each, an "Assignee")

other lhan an Ineligible Acqllirer and (ii) following the occurrence and during the continuance of

a Default or an Event of Default, any Assignee including an Ineligible Acquirer, all or a portion

of its rights and obligations under this Agreement (including all or a portion of the Loans at the

time owing 1.0 it), together with any related rights and obligations thereWlder, in each case

following notice to the Borrower but without the consent of the Borrower, pursuant to an

Assignment and Assumption executed by the applicable Assignee and the Lender and delivered

to the Borrower for its records. The Borrower or its agent will maintain a register ("Register") of

the Lender and Assignees. The Register shall contain the names and addresses ofthe Lender and

Assignees and the principal amount of the loans (and stated interest thereon) held by the Lender

and each Assignee [TOm time to time. The entries in the Register shall be conclusive and

binding, absent manifest error. The Borrower shall enter into such amendmcnts or other

modifications to this Agreement and the other Loan Documents as are reasonably required to

accommodate any such assignments, including, withollt limitation, amendments or modifications

which provide for the accommodation of multiple lenders and the appointment of administrative

and collateral agents for the Lender and such Assignees; provided that, such amendments or

modifications do not materially increase the tax cost to the Borrower ofmaintaining the Loans.

(c) The Lender may sell participations in all or a portion of the Lender's

rights and obligations under this Agreement (including all or a portion of the Loans owing to it)

(each, a "Participation") to (i) prior to the occurrence of a Default or Event of Default which is

continuing, one or more purchasers (each, a "Participant") other than an Ineligible Acquirer,

including one or more lenders or other Persons that provide financing to the Lender in the fonn

of sales and repurchases of participations and (ii) following the occurrence and during the

continuance of a Default or an Event of Default, any Participant including an Ineligible Acquirer,

all or a portion of its rights and obligations under this Agreement (including all or a portion of

the Loans at the time owing to it), together with any related rights and obligations thereunder, in

each case following notice to the Borrower but without the consent of the Borrower, provided

that, in each case, (A) the Lender's obligations under this Agreement shall remain unchanged,

(B) the Lender shall remain solely responsible to the other parties hereto for the pcrfonnance of

such obligations, (C) the Borrower shall continue to deal solely and directly with the Lender in

connection with the Lender's rights and obligations under this Agreement. Any agreement

pursuant to which the Lender sells such a participation shall provide that the Lender shall retain

the sole right to enforce this Agreement and to approve any amendment, modification or waiver

of any provision of this Agreement; provided that such agreemcnt may provide that thc Lender

will not, without the consent of the Participant, agree to any amendmcnt, modification or waiver

that (I) reduces the amount of the Loans, extends the Maturity Date of the Loans or reduces the

rate of interest or any fee of the Loans or extends the due date of any such rate or fee or

(2) directly affects such Participant. Subject to this Section 8.6(c), the Borrower agrees that each

Participant shall be entitled to the benefits of Section 2.10, 2.12 and 2.13 to the same extent as if

it were the Lender and had acquired its interest by assignment pursuant to Section 8.6(b),

USAClive 16873804.16 -82-
provided lhat the Lender and all Participants shall be entitled to receive no greater amount in the

aggregate pursuant to such Sections than the Lender would have been entitled to receive had no

such transfer occurred unless such transfer occurs while an Event of Default shall have occurred

and be continuing. To the extent penniHed by law. and subject to this Section 8.6(c), each

Participant also shall be entitled to the benefits of Section 8.7 as though it were the Lender. In

the event that the Lender sells a participation in the Lender's rights and obligations WIder this

Agreement, the Lender. on behalf of Borrower, shall maintain a register on which it enters the

name, address and interest in this Agreement of all Participants.

(d) For avoidance of doubt. the parties to this Agreement acknowledge lhat

the provisions of this Section 8.6 conceming assignments of Loans rclate only to absolute

assignments and that such provisions do not prohibit assignments creating security interests in

Loans to (i) prior to the occurrence of a Default or an Event of Default which is continuing, one

or more pledgees other than an Ineligible Acquirer, and (ii) following the occurrence and during

the continuance of a Default or an Event of Default, any pledgee including any Ineligible

Acquircr, including in each case. without limitation, any pledge or assignment by a Lender of

any Loan to any Federal Reserve Bank: in accordance with Applicable Law.

8.7. Set-ofr. In addition to any rights and remedies orthe Lender provided by

law. the Lender shall have the right. without prior notice to the Borrower, any such notice being

expressly waived by the Borrower to the extent pennitted by Applicable Law, upon all amounts

owing hereunder becoming due and payable (whether at the stated maturity, by acceleration or

otherwise) to set off and appropriate and apply against such amount any and all deposits (general

or special, time or demand, provisional or final), in any currency, and any other credits.

indebtedness or claims. in any currency, in each case whether direct or indirect, absolute or

contingent, matured or unmatured, at any time held or owing by the Lender or any branch or

agency thereof to or for the credit or the account or the Borrower. The Lender agrees promptly

to notify the Borrower after any such set-off and application made by the Lender; provided that,

the failure to give such notice shall not affect thc validity ofsllch set-off and application.

8.8. COlillterparts. This Agrecment may be executed by one or more of the

parties to this Agreement on any number of scparate countcrparts, and all of said counterparts

taken together shall be deemed to constitute one and the same instnnnent. Delivery of an

executed signature page or this Agreement by facsimile or olher electronic transmission shall be

effective as delivery of a manually executed counterpart hereof. A set of the copies of this

Agreement signed by all the parties shall be lodged with the Borrower and the Lcnder.

8.9. Severability. Any provision or this Agreement that is held to be

prohibited or uncnforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the

cxtent of such prohibition or unenforceability wilhout invalidating or rendering unenforceable

the remaining provisions hereof. and any such prohibition or unenforceability in any jurisdiction

shall not invalidate or render unenforceable such provision in any otherjurisdiction.

8.10. Integration. This Agreement and the other Loan Documents reprcsent the

entire agreement or the Borrower and the Lender with respect to the subject matter hereof and

thereof, and there are no promises, undertakings, represcntations or warranties by the Lender

USActive 16873804.16 -83-
relative to the subject matter hereof not expressly set forth or referred to herein or in the other

Loan Documents.

8.11. Govcrning Law. THIS AGREEMENT AND THE R1GHTS AND

OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE

GOVERNED BY, AND CONSTllUED AND INTERPRETED IN ACCORDANCE WITH,

THE LAW OF THE STATE OF NEW YORK.

8.12. Submission to Jurisdiction; Waivers. All judicial proceedings brought

against any Loan Party hereto arising out of or relating to this Agrt-'Cmcnt or any other Loan

Document, or any Obligations hereunder and thereunder, may be brought in the courts of the

Sl.:'lte of New York, the courts of the United States of America for the Southern District of New

York, and appellate courts from any thereof. Each Loan Party hereto hereby irrevocably and

unconditionally:

(a) submits for itself and its property in any such legal action or proceeding

relating to this Agreement and the other Loan Documents to which it is a party, or for

recognition and enforcement of any judgmcnt in respect thereof, to the non-exclusive general

jurisdiction of the courts of the State ofNew York, the courts of the United States of America for

the Southern District ofNew York, and appellate courts from any thereof;

(b) consents that any such action or proceeding may be brought in such courts

and waives any objection thaI it may now or hereafter have to the venue of any such action or

proceeding in any sllch court or that such action or proceeding was brought in an inconvenient

court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be

effected by mailing a copy thereof by registered or certified mail (or any substantially similar

fonn of mail), postage prepaid, to such party at its address set forth in Section 8.2 or al such

other address of each Loan Party shaH have been notified pursuant thereto; and

(d) waives, to the maximum extent not prohibited by law, any right it may

have to claim or recover in any legal action or proceeding referred to in this Section 8.12 any

special, exemplary, punitive or consequential damagcs.

8.13. Acknowledgments. The Loan Party hereby acknowledges that:

(a) it has been advised by counsel in Ihe negotiation, execution and delivery

ofthis Agreement and the other Loan Documents;

(b) the Lender does not have any fiduciary relationship with or duty to any

Group Member arising out of or in connection with this Agreement or any of the other Loan

Documents, and the relationship between the Lender, on one hand. and any Group Member, on

the other hand, in connection herewith or thercwith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or

otherwise exists by virtue of the transactions contemplated hereby among the Borrower or any

Subsidiary and the Lender.

USActivc 16873804.16 -84-
8.14. Release of Guarantees. Notwithstanding anything to the contrary

contained herein or in any other Loan Document, the Lender hereby agrees to take promptly, any

action requested by the Borrower having the effect of releasing, or evidencing the release of, any

guarantee by any Loan Party of the Obligations to the extent necessary to pennit consummation

of any transaction not prohibited by any Loan Document or that has been consented 10 in

accordance with Section 8.1.

8.15. Confidentiality. The Lender agrees to keep confidential all non-public

infonnatioll provided to it by any Loan Party pursuant to Ihis Agreement that is designated by

such Loan Party as confidential; provided that nothing herein shall prevent the Lender from

disclosing any such information (a) to any other Lender or its lending affiliates, (b) subject to an

agreement to comply with the provisions of this Section 8.15 (or other provisions at least as

restrictive as this Section), to any actual or prospective Transferee or any pledgee of Loans or

any direct or indirect contractual counterparty (or the professional advisors thereto) to any swap

or derivative transaction relating to the Loan Party and its obligations (prior to the occurrence of

a Default or Event of Default, to the extent not an Ineligible Acquirer), (c) to its affiliates,

employees, directors, tmstees, agents, attorneys, accountants and other professional advisors, or

those of any of ils affiliates for performing the purposes of a Loan Document, subject to the

Lender advising such Person of the confidentiality provisions contained herein, (d) upon the

request or demand of any Governmental Authority or regulatory agency (including self-regulated

agencies) having jurisdiction (or purporting to have jurisdiction) over it upon notice (other than

in cOlUlcction with routine examinations or inspections by regulators) to the Borrower thereof

unless such notice is prohibited or the Governmental Authority or regulatory agency shall require

otherwise, (e) in response to any order of any court or other Governmental Authority or as may

otherwise be required pursuant to any Requirement of Law, after notice to the Borrower if

reasonably feasible, and, if applicable, after exhaustion of the Group Members' righlS and

remedies under Section 1.6 of the Treasury Regulations, 31 C.F.R. Part I, Subpart A;

Sections 27-29 inclusive and 44 of the Access to Infonnation Act, R.S.C., ch A-I (1985) and

Section 28 and Part IV (Sections 50-56 inclusive) of the Freedom of Information and Protection

of Privacy Act, R.S.O., ch. F.31 (1990), after notice to the Borrower if reasonably feasible, (f) if

requested or required to do so in connection with any litigation or similar proceeding, after notice

to the Borrower if reasonably feasible, (g) that has been publicly disclosed, other than in breach

of this Seclion, (h) to the National Association of Insurance Commissioners or any similar

organization or any nationally recognized rating agency that requires access to infonnation about

the Lender's investment portfolio in connection with ratings issued with respect to the Lender or

(i) in connection with the exercise of any remedy hereunder or under any other Loan Document.

8.16. Waivers of Jury Trial. EACH OF THE LOAN PARTIES AND THE

LENDER HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY

JURY IN ANY LEGAL ACTION OI~ PROCEEDING RELATING TO Tins

AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY

COUNTERCLAIM THEREIN.

8.17. USA PATRJOT Act. The Lender hereby notifies the Borrower that

pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and

record infonnation that identifies each Loan I>arty, which information includes the name and

USActive 16873804.16 -85-
address of each Loan Party and other infonnalion that will allow the Lender to idcntify each

Loan Party in accordancc with the USA PATRJOT Act.

8.18. Effect of Amendment and Restatement of the Existing Credit Agreement.

On the EfTective Dale, the Existing Credit Agreemcnt shall be amended, restated and superseded

in its entirety. The parties hereto acknowledge and agree that (a) this Agreement and the olher

Loan Documents, whether executed and delivered in connection herewith or otherwise, do not

constitute a novation, payment and reborrowing, or tennination of the "Obligations" (as defined

in the Existing Credit Agreement) as in effect prior to the Effective Date and (b) such

"Obligations" are in all respects continuing (as amended and restated hereby) with only the tenns

thereof being modified as provided in this Agreement.

[No further text on this page]

USActive 16873804.16 -86-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be

duly executed and delivered by their proper and duly authorized officers as of the day and year

first above wrincn.

GENERAL MOTORS COMPANY,

a Delaware corporation

dil Mist

ant Treasurer
GUARANTORS:

ANNUNCIATA CORPORAnON

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 EUROMETALS, INC.

GM FlNANCE CO, HOLDINGS LLC

GM GLOBAL STEERING HOLDINGS, LLC

GM GLOBAL TECHNOLOGY OPERAnONS, INC.

GM GLOBAL TOOLlNG COMPANY, INC.

GM LAAM HOLDINGS. LLC

GM PREFERRED FINANCE CO, HOLDINGS LLC

GM SUBSYSTEMS MANUFACTURING, LLC

GM TECHNOLOGIES, LLC

GM-DI LEASING CORPORATION

GMOC ADMINISTRATIVE SERVICES CORPORATION

GRAND POINTE HOLDlNGS, INC.

ONSTAR, LLC

GM COMPONENTS HOLDINGS, LLC

RIVERFRONT HOLDINGS, INC.

RIVERFRONT HOLDINGS PI1ASE II, INC.

BY:-;;'~~IT;i;V~"7-- Na I istry

ice President

!S'lI"0lurc P~lle to J\mcndc..J and R~l:l.lcd Se<;urcd Crcdn Agreement]
GM GEFS L.P.

By:

rNia~,jkj,~UJ~;;;;r=-+----

Ti"-·,""",,"
UNITED STATES DEPARTMENT OF

THE TREASURY, as the Lender

BY::-:--"~=-=-:-'-:'-"';':''''---:--'--h''---­ Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for F"

[Signalu«: Page to Amenckd and Restated Secured Credit Agreement]
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.

Exh. A-1

EXHIBIT A

FORM OF AMENDED AND RESTATED GUARANTY AND SECURITY AGREEMENT

See Executed Version
WGM DRAFT 7/27/09

EXHIBIT B-1

FORM OF SECRETARY’S CERTIFICATE

General Motors Company

August __, 2009

Reference is made to that certain $7,072,488,605 Second Amended and Restated Secured 

Credit Agreement dated as of the date hereof (the “Loan Agreement”; terms defined therein being used 

herein as therein defined), among General Motors Company, a Delaware corporation (the “Borrower”), as 

borrower, certain Subsidiaries of the Borrower, as guarantors and The United States Department of the 

Treasury, as lender. 

Pursuant to Section 4.1(o) of the Loan Agreement, the undersigned, a duly elected and 

appointed Secretary of the Borrower, hereby certifies, to his or her actual knowledge, in the name and on 

behalf of the Borrower, and not individually, the following:

1. Attached hereto as Annex 1 is a certified and valid copy of the Certificate of 

Good Standing of the Borrower, issued by the Office of the Secretary of State of Delaware.

2. Attached hereto as Annex 2 is the Amended and Restated Certificate of 

Incorporation or similar organizational documents (the “Organizational Documents”) of the Borrower, 

together with all amendments adopted through the date hereof, certified by the Secretary of State of 

Delaware and such Organizational Documents have not been amended since the date of the last 

amendment thereto.

3. Attached hereto as Annex 3 is a true and complete copy of the Amended and 

Restated Bylaws or other governance documents (the “Governance Documents”) of the Borrower as in 

effect on the date hereof and at all times since the day immediately prior to the date of the resolutions 

attached hereto as Annex 4.

4. Attached hereto as Annex 4 is a true and complete copy of resolutions duly 

adopted by the Board of Directors of the Borrower on the date indicated thereon authorizing the 

execution, delivery and performance of the Loan Documents to which the Borrower is a party and each 

other document to be delivered by the Borrower from time to time in connection thereof and such 

resolutions have not been modified, rescinded or amended and are now in full force and effect.

5. As of the date hereof, the persons listed on Annex 5 below are duly elected and 

qualified officers of the Borrower holding the offices indicated next to their respective names below, and 

the signatures appearing opposite their respective names below are true and genuine signatures of such 

officers, and each of such officers is duly authorized to execute and deliver on behalf of the Borrower 

each of the Loan Documents to which the Borrower is a party and any certificate or other document in 

connection with the Loan Documents on behalf of the Borrower and each such person constitutes a 

Responsible Officer of the Borrower for purposes of the Loan Agreement.

 [Remainder of this Page is Intentionally Left Blank] 
[Signature Page to Secretary’s Certificate of General Motors Company—Second Amended and Restated Secured Credit Agreement]

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written.

By:___________________________________

Name: Anne T. Larin

Title: Secretary
Exh. B-2-1

EXHIBIT B-2

FORM OF OFFICER’S CERTIFICATE

General Motors Company

August __, 2009

Reference is made to that certain $7,072,488,605 Second Amended and Restated Secured Credit 

Agreement dated as of the date hereof (the “Loan Agreement”; terms defined therein being used herein 

as therein defined), among General Motors Company, a Delaware corporation (the Borrower”), as 

borrower, certain Subsidiaries of the Borrower, as guarantors and the United States Department of the 

Treasury (the “Lender”). as lender.

Pursuant to Section 4.1(o) of the Loan Agreement, the undersigned, a duly elected and appointed 

Responsible Officer of the Borrower, hereby certifies, to his or her actual knowledge, in the name and on 

behalf of the Borrower, and not individually, the following:

1. Each of the conditions set forth in Section 4.1 of the Loan Agreement have been satisfied (or 

waived by the Lender) as of the Effective Date. 

2. The representations and warranties of the Borrower set forth in each of the Loan Documents to 

which it is a party or which are contained in any certificate furnished by or on behalf of the 

Borrower pursuant to any of the Loan Documents to which it is a party are true and correct in all 

material respects on and as of the date hereof with the same effect as if made on the date hereof, 

except for representations and warranties expressly stated to relate to a specific earlier date, in 

which case such representations and warranties were true and correct in all material respects as of 

such earlier date.

3. No Default or Event of Default has occurred and is continuing as of the date hereof. 

[Remainder of Page Intentionally Left Blank]
Exh. B-2-2

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date first above written.

By: ___________________________________

Name:

Title:
USActive 17137379.1 Exh. C-1

EXHIBIT C

FORM OF ASSIGNMENT AND ASSUMPTION

Reference is made to the $7,072,488,605 Second Amended and Restated Secured Credit 

Agreement dated as of August 12, 2009 (the “Loan Agreement”; terms defined therein being used herein 

as therein defined), among General Motors Company, a Delaware corporation (the Borrower”), as 

borrower, certain Subsidiaries of the Borrower, as guarantors and the United States Department of the 

Treasury (the “Lender”). as lender. Unless otherwise defined herein, terms defined in the Credit

Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule 1 hereto (the “Assignor”) and the Assignee 

identified on Schedule 1 hereto (the “Assignee”) agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without 

recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the 

Assignor without recourse to the Assignor, as of the Effective Date (as defined below), the 

interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights 

and obligations under the Credit Agreement with respect to those credit facilities contained in the 

Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; 

collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set 

forth on Schedule 1 hereto; provided, however, it is expressly understood and agreed that (i) the 

Assignor is not assigning to the Assignee and the Assignor shall retain (A) all of the Assignor’s 

rights referred to in Section 8.6 of the Credit Agreement with respect to any cost, reduction or

payment incurred or made prior to the Effective Date, including, without limitation the rights to 

indemnification and to reimbursement for taxes, costs and expenses and (B) any and all amounts 

paid to the Assignor prior to the Effective Date and (ii) both Assignor and Assignee shall be 

entitled to the benefits of Section 8.6 of the Credit Agreement.

2. The Assignor (a) makes no representation or warranty and assumes no 

responsibility with respect to any statements, warranties or representations made in or in 

connection with the Credit Agreement or with respect to the execution, legality, validity, 

enforceability, genuineness, sufficiency or value of the Loan Documents or any other instrument 

or document furnished pursuant thereto, other than that it is the legal and beneficial owner of the 

interest being assigned by it hereunder and that such interest is free and clear of any adverse 

claim, (b) makes no representation or warranty and assumes no responsibility with respect to the 

financial condition of the Borrower or the performance or observance by the Borrower of any of

its obligations under the Credit Agreement or any other Loan Document or any other instrument 

or document furnished pursuant hereto or thereto and (c) attaches any Notes held by it evidencing 

the Assigned Facilities and (i) requests that the Lender, upon request by the Assignee, exchange 

the attached Notes for a new Note or Notes payable to the Assignee and (ii) if the Assignor has 

retained any interest in the Assigned Facility, requests that the Lender exchange the attached 

Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the 

assignment being made hereby (and after giving effect to any other assignments which have 

become effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is legally authorized to enter into 

this Assignment and Assumption; (b) confirms that it has received a copy of the Credit 
USActive 17137379.1

Agreement, together with copies of the most recent financial reports delivered pursuant to 

Section 5.1 thereof (or if none of such financial reports shall have then been delivered or filed, 

then copies of the financial reports referred to in Section 3.2 thereof) and such other documents 

and information as it has deemed appropriate to make its own credit analysis and decision to enter 

into this Assignment and Assumption; (c) agrees that it will, independently and without reliance 

upon the Assignor or the Lender, and based on such documents and information as it shall deem 

appropriate at the time, continue to make its own credit decisions in taking or not taking action 

under the Loan Documents or any other instrument or document furnished pursuant hereto or

thereto; (d) appoints and authorizes the Lender to take such action as agent on its behalf and to 

exercise such powers and discretion under the Loan Documents or any other instrument or

document furnished pursuant hereto or thereto as are delegated to the Lender by the terms thereof, 

together with such powers as are incidental thereto; and (e) agrees that it will be bound by the 

provisions of the Credit Agreement and will perform in accordance with its terms all the 

obligations which by the terms of the Credit Agreement are required to be performed by it as a 

Lender.

4. Following the execution of this Assignment and Assumption, it will be delivered 

to the Borrower. The effective date of this Assignment and Assumption shall be the date such 

assignment is delivered to the Borrower pursuant to the Credit Agreement (the “Effective Date”).

5. From and after the Effective Date, the Borrower shall make all payments in 

respect of the Assigned Interest (including payments of principal, interest, fees and other

amounts) to the Assignor for amounts which have accrued to the Effective Date and to the 

Assignee for amounts which have accrued subsequent to the Effective Date.

6. From and after the Effective Date, (a) the Assignee shall be a party to the Credit 

Agreement and, to the extent provided in this Assignment and Assumption, have the rights and 

obligations of a Lender thereunder and under the other Loan Documents and shall be bound by 

the provisions thereof and (b) the Assignor shall, to the extent provided in this Assignment and 

Assumption, relinquish its rights and be released from its obligations under the Credit Agreement.

7. This Assignment and Assumption shall be governed by and construed in 

accordance with the law of the State of New York.

8. This Assignment and Assumption 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 

Assignment and Assumption by facsimile or other electronic transmission shall be effective as 

delivery of a manually executed counterpart thereof.
Exh. C-1

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and 

Assumption to be executed as of the date first above written by their respective duly authorized officers or 

representatives on Schedule 1 hereto.

[ASSIGNOR]

By: _______________________

Name:

Title:

[ASSIGNEE]

By: _______________________

Name:

Title:
Exh. D-1-1

EXHIBIT D-1

FORM OF WAIVER FOR THE LOAN PARTIES

In consideration for the benefits that it will receive as a result of its or its Affiliate’s participation 

in the United States Department of the Treasury’s (the “Lender”) Automotive Industry Financing 

Program and/or any other economic stabilization program implemented by the Department of the 

Treasury under the Emergency Economic Stabilization Act of 2008 (as amended, supplemented, or 

otherwise modified, the “EESA”) or any other law or regulation in existence either prior to or subsequent 

to the date of this letter (any such program, including the Automotive Industry Financing Program, a 

“Program”), GENERAL MOTORS COMPANY (formerly known as NGMCO, Inc.) (together with its 

subsidiaries and affiliates, the “Company”) hereby voluntarily waives any claim against any of the United 

States (and each of its departments and agencies) for any changes to compensation or benefits of the 

Company’s employees that are required to comply with the executive compensation and corporate 

governance requirements of Section 111 of the EESA, as implemented by any guidance or related laws

and regulations issued and/or to be issued thereunder (whether or not in existence as of the date hereof), 

including without limitation the provisions of the Capital Purchase Program and the TARP Standards for 

Compensation and Corporate Governance, as implemented by any guidance or regulation thereunder, 

including the rules set forth in 31 CFR Part 30, or any other guidance or regulations promulgated under

the EESA and the requirements of the $7,072,488,605 Second Amended and Restated Secured Credit 

Agreement dated as of August 12, 2009 among the Company, the Lender and others, entered into on or 

about July 6, 2009, as amended, restated, supplemented or otherwise modified (each of the foregoing, 

collectively, the “Limitations”).

The Company acknowledges that the aforementioned laws, regulations and Limitations may 

require modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies 

and agreements (including, without limitation, so-called “golden parachute” agreements and “gross up” 

arrangements), whether or not in writing, that the Company may have with its employees or in which 

such employees may participate as the regulations and Limitations relate to (i) the period the United 

States holds any equity or debt securities of the Company acquired through a Program, including without 

limitation the Automotive Industry Financing Program, or (ii) any other period applicable under such 

Program or Limitations, as the case may be.

This waiver includes all claims the Company may have under the laws of the United States or any 

state (whether or not in existence as of the date hereof) related to the requirements imposed by the 

aforementioned laws, regulations and Limitations, including without limitation a claim for any 

compensation or other payments or benefits the Company’s employees would otherwise receive, any 

challenge to the process by which the aforementioned laws, regulations or Limitations are or were 

adopted and any tort or constitutional claim about the effect of these laws, regulations or Limitations on 

the Company’s employment relationship with its employees.

[signatures follow]
Exh. D-1-2

GENERAL MOTORS COMPANY

By:

Name:

Title:

Date: August ___, 2009
Exh. D-2-1

EXHIBIT D-2

FORM OF WAIVER OF SEO TO THE TREASURY

In consideration for the benefits I will receive as a result of the participation of [NGMCO, Inc.] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s (“Treasury”) Automotive Industry Financing Program and/or any other economic stabilization 

program implemented by the Department of the Treasury under the Emergency Economic Stabilization 

Act of 2008 (as amended, supplemented, or otherwise modified, the “EESA”) or any other law or 

regulation in existence either prior to or subsequent to the date of this letter from me (any such program, 

including the Automotive Industry Financing Program, a “Program”), I hereby voluntarily waive any 

claim against the United States (and each of its departments and agencies), the Loan Parties (as defined in 

the $7,072,488,605 Second Amended and Restated Secured Credit Agreement dated as of among the 

Company, the Treasury and others entered into on or about August 12, 2009) or my employer for any 

changes to my compensation or benefits that are required to comply with the executive compensation and 

corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or 

related laws and regulations issued and/or to be issued thereunder (whether or not in existence as of the 

date hereof), including without limitation the provisions of the Capital Purchase Program and the TARP 

Standards for Compensation and Corporate Governance, as implemented by any guidance or regulation 

thereunder, including the rules set forth in 31 CFR Part 30, or any other guidance or regulations 

promulgated under the EESA and the requirements of the $7,072,488,605 Second Amended and Restated 

Secured Credit Agreement dated as of among the Company, the Treasury and others entered into on or 

about August 12, 2009, as amended, restated, supplemented or otherwise modified (each of the foregoing, 

collectively, the “Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and 

agreements (including, without limitation, so-called “golden parachute” agreements and tax “gross up” 

arrangements), whether or not in writing, that I may have with the Company or in which I may participate 

as they relate to (i) the period the United States holds any equity or debt securities of the Company 

acquired through a Program, including without limitation the Automotive Industry Financing Program, or 

(ii) any other period applicable under such Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws of the United States or any state 

(whether or not in existence as of the date hereof) related to the requirements imposed by the 

aforementioned laws, regulations and Limitations, including without limitation a claim for any 

compensation or other payments or benefits I would otherwise receive, any challenge to the process by 

which the aforementioned laws, regulations or Limitations are or were adopted and any tort or 

constitutional claim about the effect of these laws, regulations or Limitations on my employment 

relationship.

[signatures follow]
Exh. D-2-2

Intending to be legally bound, I have executed this Waiver

as of this ____ day of August, 2009.

______________________

Name: 
Exh. D-3-1

EXHIBIT D-3

FORM OF CONSENT AND WAIVER OF SEO TO BORROWER

In consideration for the benefits I will receive as a result of the participation of [NGMCO, Inc.] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s (“Treasury”) Automotive Industry Financing Program and/or any other economic stabilization 

program implemented by the Department of the Treasury under the Emergency Economic Stabilization 

Act of 2008 (as amended, supplemented, or otherwise modified, the “EESA”) or any other law or 

regulation in existence either prior to or subsequent to the date of this letter from me (any such program, 

including the Automotive Industry Financing Program, a “Program”), I hereby voluntarily consent to and 

waive any claim against any of the United States (and its departments and agencies), the Loan Parties (as 

defined in the $7,072,488,605 Second Amended and Restated Secured Credit Agreement dated as of 

among the Company, the Treasury and others entered into on or about August 12, 2009), the Company, 

the Company’s Board of Directors (or similar governing body), any individual member of the Company’s 

Board of Directors (or similar governing body) and the Company’s officers, employees, representatives 

and agents for any changes to my compensation or benefits that are required to comply with the executive 

compensation and corporate governance requirements of Section 111 of the EESA, as implemented by 

any guidance or related laws and regulations issued and/or to be issued thereunder (whether or not in 

existence as of the date hereof), including without limitation the provisions of the Capital Purchase 

Program and the TARP Standards for Compensation and Corporate Governance, as implemented by any 

guidance or regulation thereunder, including the rules set forth in 31 CFR Part 30, or any other guidance 

or regulations promulgated under the EESA and the requirements of the $7,072,488,605 Second 

Amended and Restated Secured Credit Agreement dated as of among the Company, the Treasury and 

others entered into on or about August 12, 2009, as amended, restated, supplemented or otherwise 

modified (each of the foregoing, collectively, the “Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and 

agreements (including so-called “golden parachute” agreements and tax “gross-up” arrangements), 

whether or not in writing, that I may have with the Company or in which I may participate as they relate 

to (i) the period the United States holds any equity or debt securities of the Company acquired through a 

Program, including without limitation the Automotive Industry Financing Program, or (ii) any other 

period applicable under such Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws of the United States or any state 

(whether or not in existence as of the date hereof) related to the requirements imposed by the 

aforementioned laws, regulations and Limitations, including without limitation a claim for any 

compensation or other payments or benefits I would otherwise receive, any challenge to the process by 

which the aforementioned laws, regulations or Limitations are or were adopted and any tort or 

constitutional claim about the effect of these laws, regulations or Limitations on my employment 

relationship.

I agree that, in the event and to the extent that the Compensation Committee of the Board of 

Directors of the Company or similar governing body (the “Committee”) reasonably determines that any 

compensatory payment or benefit provided to me, including any bonus or incentive compensation based 

on materially inaccurate financial statements or performance criteria, would cause the Company to fail to 

be in compliance with the terms and conditions of any laws, regulations or the Limitations (such payment 

or benefit, an “Excess Payment”), upon notification from the Company, I shall promptly repay such 

Excess Payment to the Company. In addition, I agree that the Company shall have the right to postpone 
Exh. D-3-2

any such payment or benefit for a reasonable period of time to enable the Committee to determine 

whether such payment or benefit would constitute an Excess Payment.

I understand that any determination by the Committee as to whether or not, including the manner 

in which, a payment or benefit needs to be modified, terminated or repaid in order for the Company to be 

in compliance with Section 111 of the EESA and/or the aforementioned laws, regulations or Limitations 

shall be final, conclusive and binding. I further understand that the Company is relying on this letter from 

me in connection with its participation in a Program.

[signatures follow]
Exh. D-3-3

Intending to be legally bound, I have executed this Consent and Waiver

as of this ____ day of August, 2009.

______________________

Name: 
Exh. D-4-1

EXHIBIT D-4

FORM OF WAIVER OF SENIOR EMPLOYEES TO THE TREASURY

In consideration for the benefits I will receive as a result of the participation of [NGMCO, Inc.] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s (“Treasury”) Automotive Industry Financing Program and/or any other economic stabilization 

program implemented by the Department of the Treasury under the Emergency Economic Stabilization 

Act of 2008 (as amended, supplemented, or otherwise modified, the “EESA”) or any other law or 

regulation in existence either prior to or subsequent to the date of this letter from me (any such program, 

including the Automotive Industry Financing Program, a “Program”), I hereby voluntarily waive any 

claim against the United States (and each of its departments and agencies), the Loan Parties (as defined in 

the $7,072,488,605 Second Amended and Restated Secured Credit Agreement dated as of among the 

Company, the Treasury and others entered into on or about August 12, 2009) or my employer for any 

failure to pay or accrue any bonus or incentive compensation or other compensation as a result of 

compliance with the executive compensation and corporate governance requirements of Section 111 of 

the EESA, as implemented by any guidance or related laws and regulations issued and/or to be issued 

thereunder (whether or not in existence as of the date hereof), including without limitation the provisions 

of the Capital Purchase Program and the TARP Standards for Compensation and Corporate Governance, 

as implemented by any guidance or regulation thereunder, including the rules set forth in 31 CFR Part 30, 

or any other guidance or regulations promulgated under the EESA and the requirements of the 

$7,072,488,605 Second Amended and Restated Secured Credit Agreement dated as of among the 

Company, the Treasury and others entered into on or about August 12, 2009, as amended, restated, 

supplemented or otherwise modified (each of the foregoing, collectively, the “Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and 

agreements (including, without limitation, so-called “golden parachute” agreements and tax “gross-up” 

arrangements), whether or not in writing, that I may have with the Company or in which I may participate 

as they relate to (i) the period the United States holds any equity or debt securities of the Company 

acquired through a Program, including without limitation the Automotive Industry Financing Program, or 

(ii) any other period applicable under such Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws of the United States or any state 

(whether or not in existence as of the date hereof) related to the requirements imposed by the 

aforementioned laws, regulations and Limitations, including without limitation a claim for any 

compensation or other payments or benefits I would otherwise receive, any challenge to the process by 

which the aforementioned laws, regulations or Limitations are or were adopted and any tort or 

constitutional claim about the effect of these laws, regulations or Limitations on my employment 

relationship.

[signatures follow]
Exh. D-4-2

Intending to be legally bound, I have executed this Waiver

as of this ____ day of August, 2009.

______________________

Name:
Exh. D-5-1

EXHIBIT D-5

FORM OF CONSENT AND WAIVER OF SENIOR EMPLOYEE TO BORROWER

In consideration for the benefits I will receive as a result of the participation of [NGMCO, Inc.] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s (“Treasury”) Automotive Industry Financing Program and/or any other economic stabilization 

program implemented by the Department of the Treasury under the Emergency Economic Stabilization 

Act of 2008 (as amended, supplemented, or otherwise modified, the “EESA”) or any other law or 

regulation in existence either prior to or subsequent to the date of this letter from me (any such program, 

including the Automotive Industry Financing Program, a “Program”), I hereby voluntarily consent to and 

waive any claim against any of the Company, the United States (and each of its departments and 

agencies), the Loan Parties (as defined in the $7,072,488,605 Second Amended and Restated Secured 

Credit Agreement dated as of among the Company, the Treasury and others entered into on or about 

August 12, 2009) the Company’s Board of Directors (or similar governing body), any individual member 

of the Company’s Board of Directors (or similar governing body) and the Company’s officers, 

employees, representatives and agents for any failure to pay or accrue any bonus or incentive 

compensation or other compensation as a result of compliance with the executive compensation and 

corporate governance requirements of Section 111 of the EESA, as implemented by any guidance or

related laws and regulations issued and/or to be issued thereunder (whether or not in existence as of the 

date hereof), including without limitation the provisions of the Capital Purchase Program and the TARP 

Standards for Compensation and Corporate Governance, as implemented by any guidance or regulation 

thereunder, including the rules set forth in 31 CFR Part 30, or any other guidance or regulations 

promulgated under the EESA and the requirements of the $7,072,488,605 Second Amended and Restated 

Secured Credit Agreement dated as of among the Company, the Treasury and others entered into on or

about August 12, 2009, as amended, restated, supplemented or otherwise modified (each of the foregoing, 

collectively, the “Limitations”).

I acknowledge that the aforementioned laws, regulations and Limitations may require 

modification of the compensation, bonus, incentive and other benefit plans, arrangements, policies and 

agreements (including, without limitation, so-called “golden parachute” agreements and tax “gross-up” 

arrangements), whether or not in writing, that I may have with the Company or in which I may participate 

as they relate to (i) the period the United States holds any equity or debt securities of the Company 

acquired through a Program, including without limitation the Automotive Industry Financing Program, or 

(ii) for any other period applicable under such Program or Limitations, as the case may be.

This waiver includes all claims I may have under the laws of the United States or any state 

(whether or not in existence as of the date hereof) related to the requirements imposed by the

aforementioned laws, regulations and Limitations, including without limitation a claim for any 

compensation or other payments or benefits I would otherwise receive, any challenge to the process by 

which the aforementioned laws, regulations or Limitations are or were adopted and any tort or 

constitutional claim about the effect of these laws, regulations or Limitations on my employment 

relationship.

I agree that, in the event and to the extent that the Compensation Committee of the Board of 

Directors of the Company or similar governing body (the “Committee”) reasonably determines that any 

compensatory payment or benefit provided to me would cause the Company to fail to be in compliance 

with the terms and conditions of any laws, regulations or the Limitations (such payment or benefit, an 

“Excess Payment”), upon notification from the Company, I shall promptly repay such Excess Payment to 

the Company. In addition, I agree that the Company shall have the right to postpone any such payment or 
Exh. D-5-2

benefit for a reasonable period of time to enable the Committee to determine whether such payment or

benefit would constitute an Excess Payment.

I understand that any determination by the Committee as to whether or not, including the manner

in which, a payment or benefit needs to be modified, terminated or repaid in order for the Company to be 

in compliance with Section 111 of the EESA and/or the aforementioned laws, regulations or Limitations 

shall be final, conclusive and binding. I further understand that the Company is relying on this consent 

and waiver from me in connection with its participation in a Program.

[signatures follow]
Exh. D-5-3

Intending to be legally bound, I have executed this Consent and Waiver

as of this ____ day of August, 2009.

______________________

Name:
Exh. F-4

EXHIBIT F

FORM OF COMPLIANCE CERTIFICATE

________________ __, 20__

Pursuant to Section 5.2(h) of the $7,072,488,605 Second Amended and Restated Secured Credit Agreement dated as of among 

the Company, the Treasury and others entered into on or about August 12, 2009, as amended, supplemented or modified from time to time 

(the “Credit Agreement”), among General Motors Company (formerly known as NGMCO, Inc.), a Delaware corporation (the 

“Borrower”), the Guarantors named therein and The United States Department of the Treasury (the “Lender”), the undersigned hereby 

certifies in [his] [her] capacity as an Officer of the Borrower and not in [his] [her] individual capacity, as follows:

1. I am the duly elected [insert title of Responsible Officer] of the Borrower;

2. I have reviewed and am familiar with the contents of this Certificate;

3. I have reviewed the terms of the Credit Agreement and the Loan Documents and based upon such review, to my 

knowledge, no Default or Event of Default has occurred [except as set forth on Annex I hereto]; and

[signature page follows]
Exh. G-1

EXHIBIT G

FORM OF AMENDED AND RESTATED NOTE

See Executed Version
Exh. H-2

 EXHIBIT H

FORM OF RESERVE NOTICE

To: The United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: Chief Counsel Office of Financial Stability

Telecopy: 202-927-9225

Email: OFSChiefCounselNotices@do.treas.gov

with a copy to: 

The United States Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: Cash Management Officer

Telephone (for borrowing requests): (202) 622-9281

Email: TARPCMO@do.treas.gov

sally.phillips@do.treas.gov

robert.kamins@do.treas.gov

Reference is made to that certain $7,072,488,605 Second Amended and Restated 

Secured Credit Agreement dated as of among the Company, the Treasury and others entered into on or

about August 12, 2009 as amended, supplemented or modified from time to time (the “Credit 

Agreement”), among General Motors Company, a Delaware corporation (the “Borrower”), the 

Guarantors named therein and The United States Department of the Treasury (the “Lender”). 

Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the 

meanings so defined.

The undersigned, in his capacity as a Responsible Officer of the Borrower, hereby 

requests a Reserve Disbursement from the Escrow Account of Reserve Funds in the amount of 

$__________to be made on __________ (the “Disbursement”). Pursuant to Section 4.2(a)(iii) of 

the Credit Agreement, the undersigned hereby certifies in his capacity as a Responsible Officer 

of the Borrower and not in his individual capacity, the following:

1. I am the duly elected [insert title of Responsible Officer] of the Borrower;

2. The Disbursement requested to be made on the date hereof shall be used to 

_________________________. 

3. Each of the conditions set forth in Sections 4.2(a)(i), (ii) and (iv) of the 

Credit Agreement have been satisfied (or waived by the Lender) as of the 

date hereof.
Exh. H-3

The undersigned, in his capacity as a Responsible Officer of the Borrower and not 

in his individual capacity hereby requests that the proceeds of the Disbursement described in this 

Reserve Notice be made available to it as follows:

[insert transmittal instructions]
Exh. H-4

The undersigned, in his capacity as a Responsible Officer of the Borrower and not 

in his individual capacity, hereby requests that the proceeds of the Disbursement described in 

this Reserve Notice be made available to it as follows:

By: ___________________________________

Name: 

Title: 

Dated: August __, 2009
Exh. I-1

EXHIBIT I 

FORM OF AMENDED AND RESTATED ENVIRONMENTAL AGREEMENT

See Executed Version
Exh. J-1

EXHIBIT J 

FORM OF MORTGAGE

See Executed Version
Exh. K-1

EXHIBIT K

FORM OF AMENDED AND RESTATED INTELLECTUAL PROPERTY PLEDGE 

AGREEMENT

See Executed Version
Exh. L-1

EXHIBIT L

FORM OF AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT

See Executed Version
EXECUTION VERSION

FIRST AMENDMENT TO

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

FIRST AMENDMENT, dated as of September 2,2009 but effective as of

September 1,2009 (this "Amendment") to the SECOND AMENDED AND RESTATED

SECURED CREDIT AGREEMENT dated as ofAugust 12,2009 (as further amended,

supplemented or otherwise modified from time to time, the "Credit Agreement"; capitalized

terms used and not defined herein shall have the meanings ascribed to them in the Credit

Agreement), among GENERAL MOTORS COMPANY (the "Borrower"), the Guarantors, and

THE UNITED STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the

"Lender").

WHEREAS, the Borrower has requested that the Lender amend certain provisions

ofthe Credit Agreement;

WHEREAS, the Lender has agreed to make certain amendments to the Credit

Agreement as described herein solely upon the terms and conditions provided for in this

Amendment;

NOW, THEREFORE, in consideration ofthe premises herein contained and for

other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties

hereto agree as follows:

1. Amendment to Section 1.1 ofthe Credit Agreement (Defined Terms).

Section 1.1 ofthe Credit Agreement is hereby amended by deleting from the definition of

"Interest Period" appearing therein the phrase "(i) initially, the period commencing on the

Borrowing Date (as defined in the DIP Credit Agreement) with respect to such Loan and ending

three months thereafter;" and replacing the same with the phrase "(i) initially, the period

commencing on July 10, 2009 and ending three months thereafter;".

2. Amendment to Schedule 3.15 to the Credit Agreement (Subsidiaries).

Schedule 3.15 to the Credit Agreement is hereby deleted in its entirety and replaced with the

Schedule 3.15 attached as Exhibit A hereto.

3. Amendment to Schedule 3.28 to the Credit Agreement (Excluded

Collateral). Schedule 3.28 to the Credit Agreement is hereby deleted in its entirety and replaced

with the Schedule 3.28 attached as Exhibit B hereto.

4. Accrued Interest. For the avoidance of doubt, the Borrower and the

Lender hereby acknowledge and agree that the aggregate amount ofinterest accrued from and

including July 10, 2009 through and including September 1, 2009 on the Loans is set forth on

Schedule I hereto.

USActive 17232818.7
2

5. Conditions to Effectiveness. This Amendment shall become effective

upon the date (the "First Amendment Effective Date") on which the Lender shall have received

this Amendment, executed and delivered by a duly authorized officer ofthe Borrower.

6. Representations and Warranties. The Borrower hereby represents and

warrants to the Lender that (before and after giving effect to this Amendment), as ofthe date of

execution ofthis Amendment:

(a) Each Loan Party has all necessary corporate or other power, authority and

legal right to execute, deliver and perform its obligations under this Amendment and the

Acknowledgment and Consent to which it is a party. Subject to the terms thereof, the

execution, delivery and performance by each Loan Party ofthis Amendment and the

Acknowledgment and Consent to which it is a party has been duly authorized by all

necessary corporate or other action on its part. This Amendment and the

Acknowledgment and Consent have been duly and validly executed and delivered by

each Loan Party party thereto and constitutes a legal, valid and binding obligation of all

ofthe Loan Parties party thereto, enforceable against such Loan Parties in accordance

with its terms, except as enforceability may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting the enforcement of

creditors' rights generally and by general equitable principles (whether enforcement is

sought by proceedings in equity or at law). No authorizations, approvals or consents of,

and no filings or registrations with, any Governmental Authority, or any other Person, are

necessary for the execution, delivery or performance by each Loan Party ofthis

Amendment and the Acknowledgment and Consent for the legality, validity or

enforceability hereof and thereof.

(b) The execution and delivery ofthe Amendment will not (a) conflict with or

result in a breach of(i) the charter, by laws, certificate ofincorporation, operating

agreement or similar organizational document of any Loan Party, (ii) any Requirement of

Law, (iii) any Applicable Law, rule or regulation, or any order, writ, injunction or decree

of any Governmental Authority, (iv) any material Contractual Obligation to which any

Loan Party is a party or by which any ofthem or any oftheir Property is bound or to

which any ofthem or any oftheir Property is subject, or (b) constitute a default under any

material Contractual Obligation to which any Loan Party is a party or by which any of

them or any oftheir Property is bound or to which any ofthem or any oftheir Property is

subject, or (c) (except for Permitted Liens) result in the creation or imposition of any Lien

upon any property of any Loan Party, pursuant to the terms of any such agreement or

instrument.

(c) Each ofthe representations and warranties made by the Borrower herein

or in or pursuant to the Loan Documents is true and correct in all material respects on and

as ofthe First Amendment Effective Date as ifmade on and as ofsuch 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 ofsuch earlier date).

USActive 17232818.7
3

(d) After giving effect to this Amendment, no Default or Event of Default has

occurred and is continuing, or will result from the consummation ofthe transactions

contemplated by this Amendment.

7. Limited Effect. Except as expressly provided hereby, all ofthe terms and

provisions ofthe Credit Agreement and the other Loan 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 ofthe Credit Agreement or the other Loan

Documents or for any purpose except as expressly set forth herein or a consent to any further or

future action on the part ofthe Borrower or the Guarantors that would require the waiver or

consent ofthe Lender.

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED

BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK.

9. Miscellaneous. This Amendment may be executed by one or more ofthe

parties to this Amendment on any number ofseparate counterparts, and all ofsaid counterparts

taken together shall be deemed to constitute one and the same instrument. Copies ofthis

Amendment signed by all parties hereto and thereto shall be lodged with the Borrower and the

Lender. This Amendment may be delivered by facsimile or other electronic transmission ofthe

relevant signature pages hereof.

[Signature Pages Follow]

USActive 17232818.7
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

duly executed and delivered by their proper and duly authorized officers as of the day and year

first above written.

GENERAL MOTORS COMPANY,

a Delaware corporation

By:

Name:

~ANiharika Ramdev

Title: Assistant Treasurer

[Signature Page to First Amendment to Second Amended and Restated Secured Credit Agreement]
UNITED STATES DEPARTMENT OF THE

TREASURY, as a Lender

By:.

Name: Herbert M. Allison, r.

Title: Assistant Secretary for F"

Stability

[Signature Page to First Amendment to Second Amended and Restated Secured CreditAgreement]
SCHEDULE I

INTEREST ACCRUED AS OF SEPTEMBER 1, 2009

USActive 17232818.7

SCH. I
EXHIBIT A

SCHEDULE 3.15 TO CREDIT AGREEMENT

[See attached]

EXH.A
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.

WGMDraft

9/2/09

Schedule 3.15

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 2
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 3
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom ofInformation Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTlVE:\43110148\06\43110148_6.DOC\72240.0639 4
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 5
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 6
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\43 110148\06\431 10148_6.DOC\72240.0639 7
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 8
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 9
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 10
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom ofInformation Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 11
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.

US_ACTIVE:\431 10148\06\431 IOI48_6.DOC\72240.0639 12
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.

US_ACTIVE:\431 10148\06\431 10148_6.DOC\72240.0639 13
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 14
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 15
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 16
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 17
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\431 10148\06\431 10148_6.DOC\72240.0639 18
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.

US_ACTlVE:\431 10148\06\431 10148_6.DOC\72240.0639 19
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom ofInformation Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

US_ACTIVE;\43 110148\06\431 10148_6.DOC\72240.0639 20
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 21
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom ofInformation Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\43 110148\06\431 10148_6.DOC\72240.0639 22
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.

US_ACTlVE:\43110148\06\43110148_6.DOC\72240.0639 23
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.

US_ACTIVE:\431 10148\06\431 10148_6.DOC\72240.0639 24
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 25
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 26
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.

US_ACTIVE:\43 110148\06\431 10148_6.DOC\72240.0639 27
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 28
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.

US_ACTIVE:\43110148\06\43110148_6.00C\72240.0639 29
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 30
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTIVE:\43 110148\06\43 110148_6.00C\72240.0639 31
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 32
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom ofInformation Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 33
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.

US_ACTIVE:1431 10148\06\431 10148_6.DOC\72240.0639 34
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.

US_ACTIVE:\43110148\06\43110148_6.DOC\72240.0639 35
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.

us_ACTNE:\43 110148\06\43110148_6.DOC\72240.0639 36
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.

US_ACTIVE:\43 110148\06\431 10148_6.DOC\72240.0639 37
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.

US_ACTIVE;\43110148\06\43110148_6.DOC\72240.0639 38
Confidential Treatment Requested by General Motors Corporation Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

US_ACTlVE:\43 110148\06\431 10148_6.DOC\72240.0639 39
USActive 17232818.7

EXHIBITB

SCHEDULE 3.28 TO CREDIT AGREEMENT

[See attached]

EXH.B
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

Schedule 3.28

Excluded Collateral
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT
EXECUTION VERSIO

SECOND AMENDMENT TO

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

SECOND AMENDMENT, dated as ofOctober 6,2009 (this "Amendment") to

the SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT dated as of

August 12,2009 (as amended by the First Amendment to Second Amended and Restated

Secured Credit Agreement dated as of September 2, 2009 but effective as of September 1,2009,

and as further amended, supplemented or otherwise modified from time to time, the "Credit

Agreement"; capitalized terms used and not defined herein shall have the meanings ascribed to

them in the Credit Agreement), among GENERAL MOTORS COMPANY, a Delaware

corporation (the "Borrower"), the Guarantors, and THE UNITED STATES DEPARTMENT OF

THE TREASURY, as the lender hereunder (the "Lender").

WHEREAS, the Borrower has requested that the Lender amend certain provisions

ofthe Credit Agreement;

WHEREAS. the Lender has agreed to make certain amendments to the Credit

Agreement as described herein solely upon the terms and conditions provided for in this

Amendment;

OW, THEREFORE, in consideration ofthe premises herein contained and for

other good and valuable consideration, the receipt of which is hereby acknowledged, the parties

hereto agree as follows:

I. Amendment to Section 6.16 ofthe Credit Agreement (Clauses Restricting

Subsidiary Distributions). Section 6.16 of the Credit Agreement is hereby amended by deleting

it in its entirety and replacing it with the following:

"6.16 Clauses Restricting Subsidiary Distributions. Neither the Borrower nor

any Guarantor shall, and shall not permit any Covered Group Member to, enter into or suffer to

exist or become effective any consensual encumbrance or restriction on the ability of any such

Covered Group Member to (a) make Restricted Payments in respect of any Capital Stock ofsuch

Covered Group Member held by, or pay any Indebtedness owed to, the Borrower or any Covered

Group Member, (b) make loans or advances to, or other Investments in. the Borrower or any

Covered Group Member or (c) transfer any of its assets to the Borrower or any Covered Group

Member, except. in the case of each of clauses (a), (b) and (c) above, for such encumbrances or

restrictions existing under or by reason of(i) any restrictions existing under the Loan Documents

and the VEBA Note Facility and. solely with respect to GM Canada and its Subsidiaries. the

Canadian Facility. (ii) any restrictions with respect to a Covered Group Member imposed

pursuant to an agreement that has been entered into in connection with the Disposition of all or

substantially all ofthe Capital Stock or assets ofsuch Covered Group Member, (iii) any

agreement or instrument governing Indebtedness assumed in connection with the acquisition of

assets by lhe Borrower or any Covered Group Member pennitted hereunder or secured by a Lien

USActive 17388036.5
2

encumbering assets acquired in connection therewith, which encumbrance or restriction is not

applicable to any Person, or the properties or assets of any Person. other than the Person or the

properties or assets ofthe Person so acquired, (iv) restrictions on the transfer of assets subject to

any Lien pennitted by Section 6.4 imposed by the holder ofsuch Lien or on the transfer ofassets

subject to a Disposition pennittcd by Section 6.12 imposed by the acquirer ofsuch assets,

(v) provisions in joint venture agreements and other similar agreements (in each case relating

solely to the respective joint venture or similar entity or the Capital Stock therein) entered into in

the ordinary course ofbusiness, (vi) restrictions contained in the tC11115 of any agreements

governing purchase money obligations, Capital Lease Obligations or Attributable Obligations

not incurred in violation ofthis Agreement, provided that, such restrictions relate only to the

Property financed with such Indebtedness, (vii) restrictions contained in any Existing

Agreement, (viii) restrictions contained in and pennitted by any agreement evidencing any

Excluded Secured Indebtedness, Additional Secured Indebtedness or Permitted Unsecured

Indebtedness, solely to the extent such restrictions are applicable to any Covered Group Member

that is obligor under such Indebtedness or to any Subsidiary ofsuch Covered Group Member,

(ix) restrictions on cash or oilier deposits imposed by customers under contracts or other

arrangements entered into or agreed to in the ordinary course of business, (x) customary

non-assignment provisions in leases, contracts, licenses and other agreements entered into in the

ordinary course of business and consistent with past practices (including past practices ofthe

GM Oldco Parties, as applicable), or (xi) any amendments, modifications, restatements,

increases, supplements, rcfundings, replacements, or refinancings ofthe contracts, instruments or

obligations referred to in clauses (i) through (x) above; provided, however, that the provisions

relating to such encumbrance or restriction contained in any such amendment, modification,

restatement, increase, supplement, refunding, replacement, or refinancing are not materially less

favorable, taken as a whole, to the Group Members and the Lender than the provisions relating to

such encumbrance or restriction contained in agreements referred to in such clause."

2. Conditions to Effectiveness. This Amendment shall become effective

upon the date (the "Second Amendment Effective Date") on which the Lender shall have

received this Amendment, executed and delivered by a duly authorized officer ofthe Borrower.

3. Representations and Warranties. The Borrower hereby represents and

warrants to the Lender that (before and after giving effect to this Amendment), as ofthe date of

execution ofthis Amendment:

(a) Each Loan Party has all necessary corporate or other power, authority and

legal right to execute, deliver and pcrfonn its obligations under this Amendment and the

Acknowledgment and Consent to which it is a party. Subject to the tenns thereof, the

execution, delivery and perfonnance by each Loan Party ofthis Amendment and the

Acknowledgment and Consent to which it is a party has been duly authorized by all

necessary corporate or other action on its part. This Amendment and the

Acknowledgment and Consent have been duly and validly executed and delivered by

each Loan Party party thereto and constitutes a legal, valid and binding obligation of all

ofthe Loan Parties party thereto, enforceable against such Loan Parties in accordance

with its tenus, except as enforceability may be limited by applicable bankruptcy,

insolvency, reorganization, moratorium or similar laws affecting the enforct.ment of

creditors' rights generally and by general equitable principles (whether enforcement is

USActive 17368036.5
3

sought by proceedings in equity or at law). 0 authorizations, approvals or consents of,

and no filings or registrations with, any Governmental Authority, or any other Person, are

necessary for the execution, delivery or perfonnance by each Loan Party ofthis

Amendment and the Acknowledgment and Consent for the legality, validity or

enforceability hereof and thereof.

(b) The execution and delivery ofthe Amendment will not (a) conflict with or

result in a breach of(i) the charter, by laws, certificate of incorporation, operating

agreement or similar organizational document of any Loan Party, (ii) any Requirement of

Law, (iii) any Applicable Law, rule or regulation, or any order, writ, injunction or decree

of any Governmental Authority, (iv) any material Contractual Obligation to which any

Loan Party is a party or by which any ofthem or any oftheir Property is bound or to

which any ofthem or any of their Property is subject, or (b) constitute a default under any

material Contractual Obligation to which any Loan Party is a party or by which any of

them or any oftheir Property is bound or to which any ofthem or any oftheir Property is

subject, or (c) (except for Pennitted Liens) result in the creation or imposition of any Lien

upon any property of any Loan Party, pursuant to the terms of any such agreement or

instrument.

(c) Each ofthe representations and warranties made by the Borrower herein

or in or pursuant to the Loan Documents is true and correct in all material respects on and

as ofthe Second Amendment Effective Date as ifmade on and as ofsuch 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 ofsuch earlier date).

(d) After giving effect to this Amendment, no Default or Event of Default has

occurred and is continuing, or will result from the consummation ofthe transactions

contemplated by this Amendment.

4. Limited Effect. Except as expressly provided hereby, all ofthe tennS and

provisions ofthe Credit Agreement and the other Loan 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 ofthe Credit Agreement or the other Loan

Documents or for any purpose except as expressly set forth herein or a consent to any further or

future action on the part ofthe Borrower or the Guarantors that would require the waiver or

consent ofthe Lender.

5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED

BY, AND CO STRUED A D INTERPRETED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK.

6. Miscellaneous. This Amendment may be executed by one or more ofthe

parties to this Amendment on any number ofseparate counterparts, and all ofsaid counterparts

taken together shall be deemed to constitute one and the same instrument. Copies ofthis

Amendment signed by all parties hereto and thereto shall be lodged with the Borrower and the

Lender. This Amendment may be delivered by facsimile or other electronic transmission ofthe

relevant signature pages hereof.

USActive 17368036.5
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

duly executed and delivered by their respective proper and duly authorized officers as ofthe day

and year first above written.

GENERAL MOTORS COMPANY

BYNam~~ Title: Assistant Treasurer

rS,gn~'urc I'~gc 10 Scc,,,,d Amcndnlcnl 10 Sc'Cond Amcnde<J ~nd Rcsla'c-d Scrur\:d C,,-dil "grccm~ml
UNITED STATES DEPARTMENT OF THE

TREASURY, as a Lender

BYN~~Jfr=,-------- Title: ChiefRisk and Compliance Officer

[Signature Page to Second Amcndmc:nllO Second Amended and Restated Secured Credit Agreement)
EXECUTION VERSION

ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD

AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT

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 Borrower, 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

Holdeo, "Holdco")), and THE UNITED STATES DEPARTMENT OF THE TREASURY (the

"Lender").

WITNES SETH:

WHEREAS, on August 12, 2009, the Assignor, as borrower, entered into that

certain $7,072,488,605 Second Amended and Restated Secured Credit Agreement (as amended

by (i) the First Amendment to Second Amended and Restated Secured Credit Agreement dated

as of September 2, 2009, but effective as of September I, 2009, and (ii) the Second Amendment

to Second Amended and Restated Secured Credit Agreement dated as of October 6, 2009, and as

further amended, restated, replaced, supplemented or otherwise modified from time to time, the

"Credit Agreement"; unless otherwise defined herein, terms defined in the Credit Agreement and

used herein shall have the meanings given to them in the Credit Agreement), with the

Guarantors, and the Lender as lender;

WHEREAS, on October 15, 2009, pursuant to the Agreement and Plan of Merger

dated as of Octob(;.,'f 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 ofHoldco;

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 cOIUlection with such conversion the Assignor changed

its name to "General Motors LLC";

USActive 17359095.28
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 ofHoldco, obtaining the Loans under the Credit Agreement;

WHEREAS, on the date hereof, the Assignor hereby transfers, assigns, conveys

and delivers to the Assignee in accordance with the tenns and conditions of this Agreement all of

the rights and obligations of the Assignor under the Credit Agreement and the other Loan

Documents, including the Loans 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 Credit Agreement and the other Loan Documents,

including the Loans and all other Obligations thereunder, and commencing on the Assumption

Effective Date will payor otherwise perform as and when due, or otherwise discharge, all of the

Loans 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 Credit 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 1.1 ASSIgnment 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 ofthe Assignor under the Credit Agreement

and the other Loan Documents, including the Loans and all other Obligations thereunder.

Section 1.2 Pavrnents. 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 Lender for amounts that have accrued pursuant to the

tenns and conditions of the Credit Agreement and the other Loan Documents, including any

unpaid amounts that accrued prior to the Effective Date.

Section 1.3 Release. From and after the Assumption Effective Date, Assignor

shall be released from its Obligations as the Borrower under the Credit Agreement and the other

Loan Documents, to repay the principal of, or to pay interest, fees and other amounts with

respect to the Obligations under the Credit Agreement and the other Loan Documents. For the

avoidance of doubt, nothing herein shall release, or shall be construed to release, the Assignor

from its obligations under the Second Amended and Restated Guaranty and Collateral

Agreement, dated as of the date hereof, made by the Assignee, the Assignor and certain of the

USActive 17359095.28 -2-
Assignee's other Subsidiaries in favor of the Lender (the "Security Agreement"), and such

obligations shall continue in full force and effect in accordance with the terms thereof.

Section 1.4 Intentionally Omitted.

Section 1.5 Guarantors. Each Guarantor ratifies and confirms its respective

obligations under the Security Agreement and the other Collateral Documents to which such

Guarantor is party (including, as applicable, the Deposit Agreement dated as of July 9, 2009

among Assignor, the Lender and Citibank, N.A.) with respect to the Obligations in favor of the

Lender.

ARTICLE II

AMENDMENT TO CREDIT AGREEMENT

Section 2.1 Amendments to Section 1.1 of the Credit Agreement (Definitions).

Section 1.1 ofthe Credit 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 ofsuch Indebtedness, (ii) a portion ofthe Net

Cash Proceeds of such Indebtedness (other than revolving credit loans) are used to prepay the

Loans 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) ofthis definition shall equal the commitment thereunder and

(v) if any Loan Party is an obligor or guarantor under such Indebtedness, the lenders party

thereto (or an agent on behalf ofsuch lenders) shall have executed and delivered an intercreditor

agreement in form and substance reasonably satisfactory to the Lender, which may be 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

Covered Group Member that is not a Foreign Subsidiary. The term "Asset Sale" shall include

USActive 17359095.28 -3-
any issuance of Capital Stock of any Covered Group Member other than the Borrower, 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

Lender, the Canadian Lender, the VEBA 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 Borrower 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", "Pennitted Unsecured Indebtedness"

and Section 6.5, the Consolidated Leverage Ratio shall be calculated with reference to

Holdco together with the Borrower 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 Loan 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 fonn and substance reasonably satisfactory

to the Lender, which may be an amendment, restatement, modification or supplement to the

Intercreditor Agreement.

(vii) deleting therefrom the definition of "Guaranty" in its entirety and replacing

the same with the following:

""Guaranty": the Second Amended and Restated Guaranty and Collateral

Agreement dated as of October 19,2009, made by the Borrower and the Guarantors in favor of

the Lender.".

USActive 17359095.28 -4-
(viii) deleting therefrom the definition of"Pcnnitted 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 ofsuch 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 Loans in accordance with Section 2.5(a)."

(ix) inserting therein in appropriate alphabetical order the following new

definitions:

""GMLLC":

(successor-by-conversion to,

corporation).";

General Motors LLC, a Delaware limited liability company

and formerly known as, General Motors Company, a Delaware

""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 2.2 Amendment to Section 3.15 of the Credit

(Subsidiaries). Section 3.15 of the Credit Agreement is hereby deleted in its

replaced with the following:

Agreement

entirety and

"3.15 Borrower and Subsidiaries. All of the Subsidiaries of the Borrower as of

the Effective Date are listed on Schedule 3.15, which schedule sets forth the name and

jurisdiction of formation of the Borrower and each Subsidiary and, as to each such Subsidiary,

the percentage of each class of Capital Stock of such Subsidiary owned by the Borrower or any

of its other Subsidiaries as ofthe Effective Date.".

Section 2.3 Amendments to Sections 5.1 (D and 5.l(g) of the Credit Agreement

(Financial Statements). Sections 5.1(f) and 5.1 (g) ofthe Credit 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

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;

USActive 17359095.28 -5-
(ii) as soon as available, but in any event not later than 45 days after

the end of the third fiscal quarter of the Borrower'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 ofHoldco and its Consolidated Subsidiaries

as at the end ofsuch 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 ofsuch 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 Borrower shall promptly furnish copies ofsuch reports to the Lender.".

Section 2.4 Amendment to Section 5.20 of the Credit Agreement (Internal

Controls; Recordkeeping; Additional Reporting. Section 5.20(b) of the Credit Agreement is

hereby deleted in its entirety and replaced with the following:

"(b) The Borrower shall use its reasonable best efforts to account for the use

and expected use of the Reserve Funds. On the 15th day after the last day of each calendar

USActive 17359095.28 -6-
quarter (or, if sueh day is not a Business Day, on the first Business Day after such day)

commencing with the calendar quarter ending September 30,2009, the Borrower shall deliver to

the Lender (at its address set forth in Section 8.2) a report setting forth in reasonable detail the

actual use during such immediately preceding calendar quarter ofReserve Funds disbursed to the

Borrower (to the extent not previously reported on to the Lender pursuant to Section 4.2) and the

committed or allocated use of the balance of Reserve Funds disbursed to the Borrower. Such

report shall be accompanied by a certification duly executed by an SEQ of the Borrower that

such quarterly report is accurate in all material respects to the best of such SEQ's knowledge,

which certification shall be made subject to the requirements and penalties set forth in Title 18,

United States Code, section 1001.

Section 2.5 Amendment to Section 5.23 of the Credit Agreement (Additional

Guarantors). Section 5.23 of the Credit Agreement is hereby deleted in its entirety and replaced

with the following:

"5.23 Additional Guarantors. Except as otherwise agreed to by the Lender, the

Borrower 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 Tenn

Loan Agreements)) to become a Guarantor (each, an "Additional Guarantor") in accordance with

Section 9.12 ofthe Guaranty.".

Section 2.6 Amendment to Section 6.1 of the Credit Agreement (Prohibition

on Fundamental Changes; Disposition of Collateral). Section 6.1 of the Credit Agreement is

hereby deleted in its entirety and replaced with the following:

"6.1 Prohibition 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 Lender'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 diminislunent ofthe Collateral, taken as a whole, except in the case ofAsset 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 Borrower, Holdco or

the Borrower (as the case may be) shall be the continuing or surviving entity or, in the event that

Holdco or the Borrower (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 Holdeo's or the Borrower's Property to any

other Person, (1) the continuing, surviving or acquiring entity (any of the foregoing, in the case

of the Borrower, the "Replacement Borrower" and in the case of Holdco, "Replacement

Holdco") expressly assumes the obligations of Holdco or the Borrower (as applicable) under the

Loan Documents and the VEBA Note Facility, (2) the Replacement Borrower or Replacement

Holdco (as the case may be) is organized under the laws of a State in the United States, (3) the

Replacement Borrower or Replacement Holdco (as the case may be) shall have delivered to the

USActive 17359095.28 -7-
Lender 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 Lender may reasonably request, each in form and

substance satisfactory to the Lender 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 Loan Documents and the VEBA Note

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 Lender 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 Lender may reasonably request, each in fonn and substance

satisfactory to the Lender in its sole discretion."

Section 2.7 Amendment to Section 6.5 of the Credit Agreement (Restricted

Payments). Section 6.5 of the Credit Agreement is hereby deleted in its entirety and replaced

with the following:

"6.5 Restricted 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 Pennitted 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

fonner 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 Borrower or any Guarantor that is a Wholly Owned

Subsidiary;

(c) Restricted Payments by any JV Subsidiary required or pennitted to be

made pursuant to the tenns of the joint venture arrangements to holders of its Capital Stock,

USActive 17359095.28 -8-
provided that, the Borrower and its Subsidiaries have received their pro rata portion of such

Restricted Payments;

(d) Pennitted Tax Distributions;

(e) Restricted Payments by the Borrower 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 ofbusiness ofHoldco, (ii) any payments in respect ofthe preferred Capital Stock

of Holdee; (iii) reasonable and customary indemnification claims made by directors or officers

of Holdco attributable to the ownership or operation of the Borrower and its Subsidiaries and

(iv) any amount due and payable by the Borrower or any of its Subsidiaries that is permitted to

be paid by the Borrower and its Subsidiaries under this Agreement;

(f) Restricted Payments by the Borrower 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 ofsuch 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 ofHoldco to the holders thereof.".

Section 2.8 Amendment to Section 6.8 of the Credit Agreement <Negative

Pledge). Section 6.8 of the Credit Agreement is hereby deleted in its entirety and replaced with

the following:

"6.8 Negative 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 pennit 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 Loan Documents (iii) agreements governing Pennitted Liens (other than Additional

Secured Indebtedness and Excluded Secured Indebtedness) and (iv) the Existing Agreements."

Section 2.9 Amendment to Schedule 1.1 B to the Credit Agreement

(Guarantors). Schedule 1.1 B to the Credit Agreement is hereby deleted in its entirety and

replaced with the Schedule 1.1 B attached as Exhibit A hereto.

Section 2.10 Amendment to Schedule 1.1 C to the Credit Agreement (Mortgaged

Properties). Schedule 1.1C to the Credit Agreement is hereby deleted in its entirety and replaced

with the Schedule 1.1 C attached as Exhibit B hereto.

Section 2.11 Amendment to Schedule 1.1 D to the Credit Agreement (Pledgors).

Schedule 1.1D to the Credit Agreement is hereby deleted in its entirety and replaced with the

Schedule 1.1 D attached as Exhibit C hereto.

USActive 17359095.28 -9-
Section 2.12 Amendment to Schedule 3.10 to the Credit Agreement (Chief

Executive Office and Chief Operating Office). Schedule 3.10 to the Credit Agreement is hereby

deleted in its entirety and replaced with the Schedule 3.10 attached as Exhibit D hereto.

Section 2.13 Amendment to Schedule 3.11 to the Credit Agreement (Location

of Books and Records). Schedule 3.11 to the Credit Agrcement is hereby dcletcd in its entirety

and replaced with the Schedule 3.11 attached as Exhibit E hereto.

Section 2.14 Amendment to Schedule 3.15 to the Credit Agreement

(Subsidiaries). Schedule 3.15 to the Credit Agreement is hereby deleted in its entirety and

replaced with the Schedule 3.15 attached as Exhibit F hereto.

Section 2.15 Amendment to Schedule 3.16 to the Credit Agreement (Ownership

of Covered Group Members). Schedule 3.16 to the Credit Agreement is hereby deleted in its

entirety and replaced with the Schedule 3.16 attached as Exhibit G hereto.

Section 2.16 Amendment to Schedule 3.21 to the Credit Agreement

(Jurisdictions and Recording Offices). Schedule 3.21 to the Credit Agreement is hereby deleted

in its entirety and replaced with the Schedule 3.21 attached as Exhibit H hereto.

Section 2.17 Amendment to Schedule 3.28 to the Credit Agreement (Excluded

Collateral). Schedule 3.28 to the Credit 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 3.1 Holdco Agreements. Holdco hereby acknowledges that it has

received and reviewed an executed copy of the Credit 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

Credit Agreement applicable to a Loan 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 Lender, with respect to itself, as of the Assumption Effective Date and the date of

each withdrawal from the Escrow Account, each of the representations provided in the

below listed subsections of Section 3 (Representations and Warranties) of the Credit

Agreement, and that such representations shall be subject to subsection 3.23 (Survival of

Representations and Warranties) ofthe Credit Agreement:

(A) 3.4 (No Breach);

(B) 3.5 (Action, Binding Obligations);

(C) 3.6 (Approvals);

USActive 17359095.28 -10-
(D) 3.8 (Investment Company Act); and

(E) 3.12 (True and Complete Disclosure), solely with respect to

infonnation furnished by or on behalf of Holdco and facts known to any

Responsible Officer of HeIdeo;

(ii) Section 5 (Affinnative Covenants), Holdco hereby agrees to be bound by

the tenns ofthe following subsections ofthe Credit Agreement to the same extent as such

terms apply to the Borrower or any other Loan Party thereunder:

(A) 5.1(1) and 5.1(g) (Financial Statements);

(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 Haldeo;

(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). Holdeo hereby agrees to be bound by the

tenns of the following subsections of the Credit Agreement to the same extent as such

tenns apply to a Loan 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 Credit Agreement and

agreed to by Holdco pursuant to clause (iii) above), (e), (1), (j), (n), (u) and (ee) of

Section 7.1 of the Credit Agreement with respect to Holdco shall constitute a Default or

an Event of Default under the Credit Agreement, as applicable, to the same extent that

such events with respect to any Loan Party constitute a Default or an Event of Default

under such provisions of the Credit Agreement, as applicable;

USActive 17359095.28 -11-
(v) Section 8 (Miscellaneous). Holdco hcreby agrees that the tenns of the

following subsections of the Credit Agreement shall apply to Holdco and Holdco's

abrreements under this Article III to the same extent as such tenns apply to the Loan

Parties and to the Loan Parties' obligations under the Credit Agreement:

(I) 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 Loan Party arising out of, in

connection with, or as a result of, the execution or delivery by Holdco of

this Agreement and any other Loan Document or any agreement or

instrument contemplated hereby or thereby, the perfonnance by Holdco of

its obligations hereunder or thereunder or the consununation of the

transactions contemplatcd 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 Loan Document or any actual or prospective claim, litigation,

investigation or proceeding relating to any ofthe foregoing, whether based

on contract, tort or any other theory, whether brought by any third party or

by Holdco, the Assignee or any other Loan 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 detennined 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 payor reimburse the same in accordance with the tenns and

provisions hereof);

(4) 8.6 (Successors and Assigns; Participations and

Assignments), solely with respect to clause (a) thereof;

USActive 17359095.28

(5)

(6)

(7)

(8)

8.9 (Severability);

8.10 (Integration);

8.11 (Governing Law);

8.12 (Submission to Jurisdiction; Waivers);

-12-
(9) 8.13 (Acknowledgments);

(10) 8.15 (Confidentiality);

(11) 8.16 (Waivers ofJury Trial);

(12) 8.17 (USA PATRIOT Act); and

(13) 8.18 (Effect of Amendment and Restatement of Existing

Credit Agreement).

Section 3.2 Limitation on Activities of Holdeo. Notwithstanding anything to

the contrary in this Agreement, the Credit Agreement or any other Loan Document, Holdco shall

not (a) conduct, transact or otherwise engage in, or commit to conduct, transact or otherwise

engage in, any business or operations other than those incidental to its ownership of the Capital

Stock ofthe Assignee, any offering of Holdco's Capital Stock and any transaction that Holdeo is

pennitted 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 Loan

Documents to which it is a party, if any, (iii) obligations with respect to its Capital Stock, and

(iv) Pennitted Indebtedness (I) of tlie kind described in clauses (e), (h), (j), (s), and (t) of the

definition of "Permitted Indebtedness" in the Credit 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 Credit Agreement pending application in the

manner contemplated by said Section) and cash equivalents) other than the ownership ofshares

ofCapital Stock ofthe Assignee.

ARTICLE IV

REPRESENTAnONS AND WARRANTIES

warrants that:

Section 4.1 Assignor Representations. Assignor hereby represents and

(i) it is a limited liability company, duly organized, validly existing and in

good standing under the laws ofDelaware;

(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

USActive 17359095.28 -13-
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 tenns, 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.

warrants that:

Section 4.2 Assignee Representations. Assignee hereby represents and

(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

perfonnance of, and compliance with, the tenns 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 tenns, 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 Borrower in or

pursuant to the Loan 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 tenns is made as of an earlier date

is true and correct in all material respects as ofsuch 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.

USAclive 17359095.28 -14-
warrants that:

Section 4.3 Guarantor Representations. Each Guarantor hereby represents and

(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,

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 Loan 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 ofsuch 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.

that:

Section 4.4 Holdco Representations. Holdco hereby represents and warrants

(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

USActive 17359095.28 -15-
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 indenmification and contribution obligations may be limited by

applicable law;

(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 ofsuch 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 5.1 Conditions 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 6.1 Lender Consent. By causing a duly authorized officer or

representative to sign the signature page hereto on its behalf, the Lender consents to the

Assignment and Assumption and to the amendments to the Credit Agreement and the other

agreements, terms and conditions set forth in this Agreement and the transactions contemplated

hereby.

Section 6.2 Governing Law. This Agreement shall be governed by and

construed in accordance with the law ofthe State ofNew York.

Section 6.3 Counterparts. 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

USActive 17359095.28 -16-
Agreement by facsimile or other electronic transmission shall be effective as delivery of a

manually executed counterpart thereof.

Section 6.4 Limited Effect. Except as expressly provided hereby, all of the

tenus and provisions of the Credit Agreement and the other Loan 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 Credit Agreement or

the other Loan 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 ofthe Lender.

Section 6.5 Loan Document. For the avoidance of doubt, this Agreement is a

"Loan Document" as defined in the Credit Agreement, for all purposes of the Credit Agreement

and the other Loan Documents, including the lntercreditor Agreement.

[Signatures appear on the following pages]

USActive 17359095.28 -17-
IN WITNESS WHEREOF, !.he panics hereto have caused this Agreement (0 be

executed as of the date first above written by their respective duly authorized officers or

representatives.

GENERAL MOTORS LLC (succcssor-byconversion to, and fonnedy known as,

General Motors Company),

.t'> Assignor

By:

No

Titl

istry

sislant Treasurer
IN WITNESS WHEREOF. the parties hereto have caused this Agreement to be

ex.ecuted as of the date first above written by their respective duly aulhorized officers or

representatives.

GENERAL MOTORS HOLDINGS LLC.

as Assignee

{Signature ?age tn As.<ignment and Assumption Agreement and Third Arnen(lmelll to Securod AmendLod;m(l R"$l.ale<! Crod;t Agn:cmt.-lltJ
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.

LENDER:

THE UNITED STATES DEPARTMENT OF

THE TREASURY

By:~"""-;7--;--'-:-;-':7.:-''--~[ 1:Lht4.

Name: Herbert M. Allison, Jr.

Title: Assistant Secretary for F

Stability

ISigna!tlR Paac 10 Assignmmtllnd Assumption AgrcmIent and Third Amc:ndmen11O Second Amended nI Restated Credit AgreemmtJ
GUARANTORS:

ANNUNCIATA CORPORAT!ON

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:

Nam~~' ",

Title: ice President

(Sigrmur<: Page 10 A\.~ignm"nl.nd A~."mpl;on Agn:Cmall and 11",d AnIl:I1<Jnll..~1110 Sccood Amended and R"SI.:lloo Credit Agre"ll)C1ul
GM GLOBAL STEERING HOLDINGS. LLC

GM GLOBAL TECHNOLOGY

OPERATIONS. INC

GM GLOBAL TOOLING COMPANY. INC

GM LAAM HOLDfNGS. LLC

GM PREFERRED FINANCE CO. HOLDINGS

LLC

GM GEFS LP.

GM TECHNOLOGIES. LLC

GM-Dr LEASING CORPORATION

GMOC ADMINISTRATIVE SERVICES

CORPORATION

GRAND POINTE HOLDINGS. INC

ONSTAR. LLC

GM COMPONENTS HOLDINGS. LLC

RIVERFRONT HOLDINGS. INC

RIVERFRONT HOLDINGS PHASE II. INC.

[SignalUn:: Page 10 AJ,."gnrn~"I11 and A<.<Unlplio" Agn:emcnr and Third Amc:mlmen( (0 Second Amcodcd and Rd\.1U:d Cn:dil Agn:~menIJ
GM EUROMETALS. INC.

By:

Nnm: dil·. .

Title: Ice PreSident

ISiI:IUIUft' Pag" LO M$'gnm",n\ alld Auumption Agreemenl and ll"rd ,\""'''~''''''ll LO Second Amcnd<'d:utd Ral.:llro Credit Agte"rncnl]
GM SUBSYSTEMS MANUFACTURlNG.

LLC

BY~l,--",-- 'iJamc: Niharika Ramdev

Title: Treasurer

[Sigllatu,"" l'age 10 A....ignmem and Nsump'inn Agn...,ment and Third AmL'1ldmem 10 Sc'<."OfXI Am"",lc:d ami Rcskued Cn:dil Ags""m"ml
GENERAL MOTORS LLC (succcssor-byconversion [0. and fonncrly known as,

General Motors Company)

By:

Nam. di .

Title: ssis[anl Trc~surcr

[SigJ1~lU'" P~gc 10 i"~;&"mcnc and A\Sumption Agrecrnou and Third Amcoo"""u 10 Second Arncndt:d ;t!Id RI:$Lalcd Cmlil Ag.reernent[
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

(fonncrly known as Gencml MOlors Holding

Company)

dil~' ss-istant ,reasurer
EXHIBIT A

Schedule 1.1 B to Credit Agreement

[See attached]

Exhibit A-I
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 1.1 B

Guarantors

Guarantor Name Form of Jurisdiction of

Organization Organizalion

I. Annunciata Corporation Corporation Delaware

2. Argonaut Holdings, Inc. Corporation Delaware

3. General Motors Asia Pacific Holdings, LLC Limited Liability Delaware Company

4. General Motors Asia, Inc. Corporation Delaware

5. General Motors International Holdings, Inc. Corporation Delaware

6. General Motors LLC Limited Liability Delaware Company

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 Delaware Company

12 GM Components Holdings, LLC Limited Liability Delaware Company

13 GM Eurometals, Inc. Corporation Delaware

14 GM Finance Co. Holdings LLC Limited Liability Delaware Company

15 GM GEFS L.P. Limited Partnership Nevada

16 GM Global Steering Holdings, LLC Limited Liability Delaware Company

17 GM Global Technology Operations, Inc. Corporation Delaware

18 GM Global Tooling Company, Inc. Corporation Delaware

19 GM LAAM Holdings, LLC Limited Liability Delaware Company

20 GM Preferred Finance Co. Holdings LLC Limited Liability Delaware Company

21 GM Subsystems Manufacturing, LLC Limited Liability Delaware Company

22 GM Technologies, LLC Limited Liability Delaware Company

23 GM-DI Leasing Corporation Corporation Delawarc

24 GMOC Administrative Services Corporation Corporation Delaware

25 Grand Pointe Holdings, Inc. Corporation Michigan

26 OnStar, LLC Limited Liability Delaware Company

27 Riverfront Holdings, Inc. Corporation Delaware
Guarantor Name form of Jurisdiction of

Organizalion Organu.ation

28 Riverfront Holdings Phase n, Inc. Corporation Delaware
EXHIBIT B

Schedule 1.1 C to Credit Agreement

[See attached]

Exhibit B-1
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO HIE

FREEDOM OF INFORMATION ACT

Schedule 1.1C

Mortgaged Properties

No. Site Designation Coullty/Stale Owner

1. Warren Technical Center

Macomb, MI GENERAL MOTORS LLC

30800 Mound Road, Warren

2. Detroit Renaissance Center Campus

(including Renaissance Center

Franklin Deck & Renaissance Center RIVERFRONT HOLDfNGS,

East) Wayne, MI INC.

100 Renaissance Center P.O. Box

JOO, Detroi!

3. Milford Proving Grounds

Oakland/Livingston, MI GENERAL MOTORS LLC

3300 General Molors Road, Milford

4. Mesa Dealership 2 ARGONAUT HOLDINGS,

6315 East Auto Park Drive, Mesa

Maricopa, AZ INC.

5. Penske Cadillac Hummer South Bay

Dealership Los Angeles, CA ARGONAUT HOLDINGS,

INC.

18600 Ha\\fthome Blvd., Torrance

6. Dublin BPG Dealership ARGONAUT HOLDINGS, Alameda, CA

4400 INC. 101m Monego Court, Dublin

7. Cerritos Dealership

Los Angeles, CA ARGONAUT HOLDINGS, 10901 E. l83rd Street & 18120 INC.

Studebaker, Cerritos
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

No. Site Designation County/State OWlIl.'r

8. Saturn ofCerritos Dealership

18400 Studebaker Road, Cerritos

Los Angeles, CA ARGONAUT HOLDINGS,

INC.

9. Saturn ofCapitol Expressway

Dealership

755 W. Capitol Expressway, San

Santa Clara, CA ARGONAUT HOLDINGS,

Jose

INC.

10. Oakland G Truck Center Dealership

8099 South Coliseum Way, Oakland

Alameda, CA GENERAL MOTORS LLC

II. Lone Tree Dealerships

8101,8201,8301 & 8351 Parkway Douglas, CO ARGONAUT HOLDINGS,

Drive, Lone Tree

INC.

12. Denver Dealership 2

8120 W. Tuffs Ave., Denver

Denver, CO ARGONAUT HOLDINGS,

INC.

13. Estero Bay Chevrolet Dealership

SW comer Corkscrew Road & 1-75 Lee, FL ARGONAUT HOLDINGS

Estero ' INC. '

14. Kendall (Dadeland) Chevrolet

Dealership Dade, FL ARGONAUT HOLDINGS,

8455 S. Dixie Highway, Miami

INC.

15. Pinellas Park Dealership

9400 U.S. Highway 19 North Pinellas, FL ARGONAUT HOLDINGS

Pinellas Park ' INC. '
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO TIlE

FREEDOM OF INFORMATION ACT

No. Site Designation County/Slllte Owner

16. Homestead Dealership

ARGONAUT HOlDfNGS,

1395-1 N. Homestead Blvd., Miami-Dade, FL INC.

Homestead

17. Alpharetta Training Center

Forsyth, GA GENERAL MOTORS LLC

6395 Shiloh Road, Alpharetta

18. Lou Sobh Automotive Dealership

Douglas, GA ARGONAUT HOLDINGS,

1301 Thornton Road, Lithia Springs INC.

19. Waterford PC Vacant Land (SPODrayton Plains)

Oakland, MI GENERAL MOTORS LLC

5260 Williams Lake Road,

Waterford

20. Miller Buick Pontiac Dealership ARGONAUT HOLDINGS, Middlesex, NJ INC, 920 Route I North, Woodbridge

21. Muhi-Chevrolel Saturn Dealership ARGONAUT HOLDINGS, Union, NJ

2675 Route 22 West, Union INC.

22. Vacant Dealership Building ARGONAUT HOLDINGS, Erie, NY INC. 2915 Niagara Falls, Amherst

23. Cheektowaga Dealership ARGONAUT HOLDINGS, Erie, NY INC. 2928 Walden Ave., Cheektowaga

24. New Rochelle Chevrolet Dealership ARGONAUT HOLDINGS, Westchester, NY INC. 288·300 Main Street, New Rochelle
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)

Dutchess, NY ARGONAUT HOLDINGS,

1960 S. Road U.S. Route 9, INC.

Poughkeepsie

26. RAE Motors Dealership ARGONAUT HOLDINGS,

J05-20 Queens Blvd., Forest Hills Queens, NY INC.

27. City Cadillac-Oldsmobile, Major

Chevrolet, Regain Pontiac and

Service Facility Dealership Queens, NY GENERAL MOTORS LLC

43-60 Northern Blvd., Long Island

28. Cunningham Molors Dealership ARGONAUT HOLDINGS,

40·40 172 Street, Flushing

Queens, NY INC.

29. 861h Street Chevrolet Dealership ARGONAUT HOLDINGS, Kings, NY INC. 1575 86th Street, Brooklyn

30. Bohemian Auto Group Dealership

Suffolk, NY GENERAL MOTORS LLC

4825 Sunrise Highway, Sayville

31. Vacant Dealership Land

ARGONAUT HOLDINGS,

Jericho Turnpike & Dix Terrace, Suffolk., NY INC.

Huntington Station

32. Gildron Cadillac Dealership ARGONAUT HOLDINGS, Westchester, NY INC. 1245 Central Park Ave., Yonkers
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

No. Site Designation County/SCBIC Owner

33. M!. Kisco Dealership

175 N. Bedford Road, MI. Kisco

Westchester, NY ARGONAUT HOLDINGS,

INC.

34. Cincinnati Dealership 1

3015 Glenhills Way, Cincinnati

Hamilton, Oll ARGONAUT HOLDINGS,

INC.

35. Wilkes Barre Dealership

2140 Sans Souci Pkwy., Wilkes Luzerne, PA ARGONAUT HOLDINGS,

Barre

INC.

36. Jenkintown Dealership 2

830 Old York Road, Jenkintown Montgomery, PA ARGONAUT HOLDfNGS,

INC.

37. Conshohocken Dealership

30 I Alan Wood Road, Montgomery, PA ARGONAUT HOLDINGS,

Conshohocken

INC.

38. Vancouver Dealership

10811 E. Mill Plain Blvd Clark, \VA tN~~ONAUT HOLDINGS,

Vancouver .,

39. Everett Dealership

7300 & 7428 Evergreen Way, Snohomish, WA ARGONAUT HOLDINGS

Everett

INC. •

40. Garland Training Center

Garland Road at Shiloh Road Dallas, TX GENERAL MOTORS LLC

Garland '
CONFIJ)ENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORI'ORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

No. Site Designation Counl)'/State OWIll'r

41. Orem Dealership

Utah, UT ARGONAUT HOLDINGS,

1260 S. Sandhill Road, Orem INC.

42. Fremont Dealership

Alameda, CA ARGONAUT HOLDINGS,

43191 Boscell Road, Fremont INC.

43. Novato Dealership 1

Marin,CA ARGONAUT HOLDINGS,

7123 Redwood Blvd., Novato INC.

44. Elk Grove Dealership 1

ARGONAUT HOLDINGS,

8480 Laguna Grove Drive, Elk Sacramento, CA INC.

Grove

45. Tyco Dealership ARGONAUT HOLDINGS,

312,313,314 Constitution Drive, San Mateo, CA INC.

Menlo Park

46. Gilroy Dealership

Santa Clara, CA ARGONAUT (-IOLDINGS,

6720 Beareal Court, Gilroy INC.

47. Newark Dealership ARGONAUT HOLDINGS, Alameda,CA INC. 43931 Bascell & 42992 Boyce

48. Thousand Oaks Consolidated Office

Building Ventura, CA GENERAL MOTORS LLC

515 Marin Street, Thousand Oaks

49. Smyrna Dealership ARGONAUT HOLDINGS, Cobb, GA INC. 2155 Cobb Pkwy., SE, Smyrna
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORI'ORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

No. Sit£' Designation County/Stale OWller

50. Chicago Dealership I

ARGONAUT I-IOLDrNGS,

5515,5435,5555 \V. Irving Park Cook,IL INC.

Road, Chicago

51. Hodgkins Dealership ARGONAUT HOLDINGS, Cook,IL INC. 9510 W. Joliet Road, Hodgkins

52. Elgin Pontiac GMC ARGONAUT HOLDINGS, Kane, IL INC. 909 E. Chicago Street

53. Brazil Dealership ARGONAUT HOLDINGS, Clay, IN INC. 2456 W. U.S. Highway 40, Brazil

54. Indianapolis Dealership ARGONAUT HOLDINGS, Marion, IN INC. 7250 N. Keystone Ave., Indianapolis

55. Fonner Woburn Dealership ARGONAUT HOLDINGS, Middlesex, MA INC. 399 Washinglon Street. Woburn

56. Grand Blanc spa Headquarters

6200 Grande Pointe Drive, Grand Genesee, MI GENERAL MOTORS LLC

Blanc

57. spa Lansing (Lansing POC Vacant

Land) Ingham, MI GENERAL MOTORS LLC

4400 W. Mount Hope Road, Lansing

58. Micllael Chevrolet Dealership

ARGONAUT HOLDINGS, 2942523 Mile Road, Chesterfield Macomb, Ml INC.

Township
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

No. Site Designation County/Slale OWII{'f

59. Fannington Hills Dealership

Oakland, MI ARGONAUT HOLDINGS,

3790 I Grand River Ave., INC.

Fannington Hills

60. Ypsilanti Vehicle Center , Washtcnaw, MI GENERAL MOTORS LLC

2901 Tyler Road, Ypsilanti

61. Renaissance Center Land - East

Oakland, MI GENERAL MOTORS LLC

TBD

62. spa Willow Run wI Excess Land

(Willow Run POC Vacant Land)

50000 Ecorse Road, Belleville Wayne, MI GENERAL MOTORS LLC

63. Englewood Cliffs Dealership

Bergen, NJ ARGONAUT HOLDINGS,

374 Sylvan Ave. (Route 9\V), INC.

Englewood Cliffs

64. Lawrenceville Dealerships (2)

Mercer, NJ ARGONAUT HOLDINGS,

100 & 200 Renaissance Blvd., INC.

Lawrenceville

65. Former Lawrenceville Dealership

Mercer, NJ ARGONAUT HOLDINGS,

500 Renaissance Blvd., INC.

Lawrenceville

66. Syracuse Dealership ARGONAUT HOLDINGS, Onondaga, NY INC. 716 W. Genesee Street, Syracuse
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO HIE

FREEDOM OF INFORMATION ACT

No. Site- Designation County/Statc OWIll'r

67. Kings Mountain Dealership

ARGONAUT BOLDINGS,

615 Broadway Drive, Kings Cleveland, NC rNC.

Mountain

68. Kennett Square Dealership

Chester, PA ARGONAUT HOLDINGS,

634 W. State Street, Kennett Square rNC.

69. Simpsonville Dealership

ARGONAUT HOLDINGS,

343\ N. Industrial Drive, Greenville, SC INC.

Simpsonville

70. McMurray Dealership

Washington, PA ARGONAUT HOLDINGS,

2939 Washington Road, McMurray INC.

71. Irving Dealership ARGONAUT HOLDINGS, Dallas, TX INC. 200 E. Airpon Freeway, Irving

72. Dallas Dealership 3

ARGONAUT HOLDINGS,

8008 Marvin D. Love Freeway. Dallas, TX INC.

Dallas

73. Houston Saturn Dealership 4 ARGONAUT HOLDINGS, Harris, TX INC. 11750 Old Katy Road, Houston

74. McAllen Dealership ARGONAUT HOLDINGS, Hidalgo, TX

1301 E. Expressway 83, McAllen rNC.

75. Detroit Dealership

Wayne, MI GENERAL MOTORS LLC

17677 Mack Ave" Detroit
CONFfDENTlAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO TIlE

FREEDOM OF INFORMATION ACT

No. Site Designation County/Slate Owner

76. Menomonee Falls Dealership

Waukesha, WI

ARGONAUT HOLDrNGS,

N70 w. 12900 Appleton Ave" INC.

Menomonee Falls

77. Millender Center RIVERFRONT HOLDINGS,

333 E. Jefferson Ave., Detroit Wayne, MI INC.

78. Grande Pointe Holdings Vacant

Land (OutpnrceIs) Genesee, MI GRANDE POINT

HOLDINGS, INC,

TBD

79. RenCen Land - West RJVERFRONT l-IOLDlNGS,

Wesl of Randolph, Detroit

Wayne,MI INC.

80. OM Powertrain Bedford

Lawrence, IN GENERAL MOTORS LLC

105 OM Drive Bedford

81. OM MFD Marion

Grant, IN GENERAL MOTORS LtC

2400 \V. Second Street, Marion

82. OM Asscmbly Fort Wayne

12200 Lafayette Center Road, Huntington, IN GENERAL MOTORS LLC

Roanoke

83. OM Powerlrain Bay City

1001 Woodside Ave., Bay City Bay, MI GENERAL MOTORS LLC

·one parcel owned by REALM,

Excluded Collateral

84. GM Assembly Detroit Hamtramck

Genesee" MI GENERAL MOTORS LLC

2500 East Gmnd Blvd., Detroit
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

No. Site Designation Coullty/Stale OWller

85. OM MFD Flint Tool & Die

Genesee. MI GENERAL MOTORS LLC

425 S. Stevenson Street, Flint

86. OM Assembly Flint

Genesee, MI GENERAL MOTORS LLC

0·3100 Van Slyke Road, Flint

87. Flint Processing Center (SPO)

Genesee, MI GENERAL MOTORS LLC

6060 Bristol Road, Swartz Creek

88. OM Assembly Orion

Oakland, MI GENERAL MOTORS LLC

4555 Giddings Road, Lake Orion

89. OM Assembly Lansing Delta

Township Ingham, MI GENERAL MOTORS LLC

8175 Millett Hwv, Lansing

90. OM Assembly Lansing Grand River

Inghalll, MI GENERAL MOTORS LLC

920 Townsend Ave., Lansing

91. OM MFD Lansing Regional

Stamping

Ingham, MI GENERAL MOTORS LLC

8175 Millett Hwy (2800 W. Saginaw

Street), Lansill!!.

92. OM Powertrnin Warren

Trnnsmission Macomb, MI GENERAL MOTORS LLC

23500 Mound Road, Warren

93. OM Assembly Wentzville

Sl. Charles, MO GENERAL MOTORS LLC

1500-1 E Route A, Wentzville

94. GM Powertrain Tonawanda

2995 River Road, Buffalo Erie, NY GENERAL MOTORS LLC

·one parcel owned by ENCORE,

Excluded Collateral
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

No. Site Designation COUlIl}'/State Owner

95. OM Assembly Arlington

Tarrant, TX GENERAL MOTORS LLC

2525 E. Abram Street, Arlinoton

96.

OM Assembly Janesville

t 000 General MOlors Drive, Rock, WI GENERAL MOTORS LLC

Janesville

97. OM MFD Flint

Genesee, MI GENERAL MOTORS LLC

2238 W. Bristol Road, Flint

98. OM Powertrain Flint Engine South

Genesee, MI GENERAL MOTORS LLC

2100 Bristol Road Flint

99.

OM Powertrain Defiance

Defiance, DB GENERAL MOTORS LLC

26427 State Road, Defiance

100. Colma Saturn Dealership ARGONAUT HOLDINGS,

707·711 Serramonle Blvd., Colma

San Mateo, CA INC.

101. Doraville Building

3900 MOlors Industrial Way, DeKalb. GA GENERAL MOTORS LLC

Doraville

102. Tower 5001600

Wayne, MI RIVERFRONT HOLDINGS

500 & 600 Renaissance Center, PHASE II, INC.

Detroit

103. Vacant Lot on Labadie Road Oakland, MI GENERAL MOTORS LLC

104. Stumping - 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/Slalc Owner

106. 2100 S.W. Burlingame Wyoming, Ml GM Components Holdings,

LLC

107. 1800 East Lincoln Kokomo,lN GM Components Holdings,

LLC

108. 200 Upper Moumain Road Lockpon, NY GM Components Holdings,

LLC

109. 891 and 1000 Lexington Avenue Rochester, NY GM Components Holdings,

LLC
EXHIBITC

Schedule I. I 0 to Credit Agreement

[Sec attached]

Exhibit C-I
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Schedule 1.1 D

Pledgors

Pledgor Name Form of Organization Jurisdiction of

Organization

I. General Motors Asia Pacific Holdings, LLC Limited Liability Delaware Company

2. General Motors Asia, Inc. Corporation Delaware

3. General Motors International Holdings, Inc. Corporalion Delaware

4. General MOlors Holdings LLC Limited Liability Delaware Company

5. General Motors LLC Limited Liability Delaware Company

6. General Motors Overseas Corporation Corporation Delaware

7. General MOlors Overseas Distribution Corporation Corporation Delaware

8. OM APO Holdings, LLC Limited Liability Delaware Company

9. GM Finance Co. Holdings LLC Limited Liability Delaware Company

10. OM GEFS L.P. Limited Partnership Nevada

11. OM LAAM Holdings, LLC Corporation Delaware

12. OM Preferred Finance Co. Holdings LLC Limited Liability Delaware Conmanv

13. GM Teclmologies, LLC Limited Liability Delaware Company

14. OnStar, LLC Limited Liability Delaware Company

15. Riverfront Holdings, Inc. Corporation Delaware
EXHIBIT D

Schedule 3.10 to Credit Agreement

[See attached]

Exhibit D-l
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

Schedule 3.10

Chief Executive Office and ChiefOperating Office

Name I Main Office Address

Borrower

General Motors Holdings 300 Renaissance Center

LLC Detroit. MI 48265-3000

Guarantors

Annunciata Corporation 300 Renaissance Center

Detroit, Ml 48265-3000

clo Worldwide Real Estate

Argonaut Holdings, Inc. 200 Renaissance Center

Detroit, MI 48265

General Motors Asia 300 Renaissance Center

Pacific Boldin!!s, LLC Detroit, M] 48265-3000

General Motors Asia, Inc. 300 Renaissance Center

Detroit, MI 48265-3000

General Motors 300 Renaissance Center

International Holdings, Detroit, MI 48265-3000

Inc.

General Motors LLC 300 Renaissance Center

Detroit, MI 48265-3000

General Motors Overseas 300 Renaissance Center

CorDoration Detroit, MI 48265-3000

General Motors Overseas 300 Renaissance Center

Distribution Cornoration Detroit, Ml 48265-3000

Gelleral Motors Product 300 Rcnaissance Center

Services, Inc. Detroit, Ml 48265-3000

General Motors Research 300 Renaissance Center

Cornoration Detroit, Ml 48265-3000

GM APO Holdings, LLC 300 Renaissance Center

Detroit, MI 48265-3000

GM Components 300 Renaissance Center

Boldinl's, LLC Detroit, M1 48265-3000

GM Euromctals, Inc. 300 Renaissance Center

Detroit, MI 48265-3000

GM Finance Co. Holdings 300 Renaissance Center

LLC Detroit, MI 48265-3000

GMGEFSL.P. 3895 Warren Way

Reno, NV 89509

GM Global Steering 300 Renaissance Center

Holdinl!"s. LLC Detroit, MI 48265-3000

GM Global Technology 300 Renaissance Center

Onerations, Inc. Detroit, MI 48265-3000

GM Global Tooling 30001 Van Dyke

Comnanv, Inc. \Varren,MI48090
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

Name Main Office Address

Huntington Centre I

GM LAAi\1 Holdings, 2901 S.W. 149th Avenue

LLC Suite 400

Miramar, FL 33027

GM Preferred '-mance 300 Renaissance Center

Co. Holdines LLC Detroit. MI 48265-3000

GM Subsystems 300 Renaissance Center

ManuJacturrno, LLC Detl"Oit. 1\1.1 48265-3000

GM Technologies. LLC 300 Renaissance Center

Detroit, M.I 48265-3000

GM-or Leasing 300 Renaissance Center

Corooration Detroit, MI 48265-3000

GMOC Administratin 300 Renaissance Center

Services Corooration Detroit, 1\11 48265-3000

Grand Pointe Holdings, 300 Renaissance Center

Inc. Detroit, 1\11 48265-3000

OuStar Corporation

OuStar, LLC 400 Renaissance Ccnler

P.O. Box 400

Detroit. MI 48265-4000

clo Worldwide Real Estate

Riverfront Holdings, Inc. 200 Renaissance Center

Detroit, MI 48265

Riverfront Holdings Phase 300 Renaissance Center

II, Inc. Detroit, M I 48265-3000
EXHIBIT E

Schedule 3.11 to Credit Agreement

[See attached]

Exhibit E-I
CONFIDE TIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMAnON ACT

Schedule 3.11

Location of Books and Records

SitelProperty/Campus Designatioo State /Province City

Yuma ProviDlz Ground Arizona Yuma

Milford Proving Grounds Michigan Milford

Pontiac Centerooinl Camous • Ccnllal Michigan Pontiac

Pontiac North Camous (inel Lab) Michigan Pontiac

Warren Technical Center Michigan Warren

Sacinaw Technical & Castin2 Center Michigan Sacinaw

Romulus Transmission Center Michigan Romulus

Doraville Assembly Center Georgia Doraville

Janesville Assemblv Center Wisconsin Janesville

Moraine Assemblv Center Ohio Moraine

Grand RaDids Metal StamDine Michil!an Wvominl!

Thousand Oaks Consolidated Office Suildin!! California Thousand Oaks

Detroit Renaissance Center Camous Michigan Detroit

Grand Blanc SPO Headauarters Michil!an Grand Blanc

Saginaw Administration Site Michil!an Saeinaw

Spring Hill Manufacturing Camous Tennessee Sorine Hill

Alphareua Training Center Gcomia Aloharetta

Garland Training: Center Texas Garland

Willow Run POC Michigan Belleville

Lansing POC Michigan Lansing

Pontiac North Pit 17 MichiQ:an Pontiac

Pontiac North PC Michigan Pontiac

Waterford PC Michigan Waterford

Ypsilanti Vehicle Center Michigan Ypsilanti

spa POC IV (b) Tennessee Memnhis
EXHIBIT F

Schedule 3.15 to Credit Agreement

[See attached]

Exhibit F-l
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 CORPORATION PURSUANT TO TBE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION I'URSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO TilE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORI'ORATION I'URSUANT TO HIE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO HIE

FREEDOM OF INFORMATION ACT
CONFlDENTIALTREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED 8Y GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO TIlE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIUENTIALTREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION I'URSUANT TO TilE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED 8Y GENERAL MOTORS CORPORAnON PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT IlEQUESTED BY GENERAL MOTORS CORPORATION I'URSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT
EXHIBITG

Schedule 3.16 to Credit Agreement

[See attached]

Exhibit G-l
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Schedule 3.16

Ownership ofCovered Group Members

Form of Jurisdiction of

Loan Partv Ore:sulzation On!8nlzatlon Owner Percent Owned

Clloilalizlllloll of LOlllI Parties

Annunciata Cor oration Cornoration Deluware General Motors LLC 100%

An!Ollllut Boldines. Inc. Corporation Delllwnrc Gcncrnl Molors LLC 100%

Geller,,1 Motors LLC 93,616°/.

GCllerlllMolors Asill Umited Liability Gellernl Motors Asia, 1.292%

Pacific I-Ioldlngs, LLC Company Dclawnrc Inc.

General Motors 5.092%

Oversells Cornoratioll

GcucralMolors Asia Inc. COfnoration Delaware GCllcrall\'totors LLC 100%

GCIICfllll\1olors General MOlors LLC 100%

International Uoldings, Corporation DelflwRrf

Inc.

General Molors I-Ioldings Limited Linbility Delaware Gcncral Motors 100%

LLC Compan\, Compan\,

GCllcrll1 Motors LLC Limited Liability Dclawllrc GCllcrnl Motors 100%

COllin an\, Holdings LLC

GCllcrll1 Motol'S Ovcrsells Corporation Dclawarc Gcneral Motors LLC 100%

COl'l)OrlltlOIl

Gcncral Motors Ovcrseas Corporation Dclnwarc Gcncral Motors LLC 100%

Distribution Corporation

GCllcrlll Motors LLC 88.4%

Gcncral Motors I)rodllcl Corporation Delawarc Scrvlccs, Inc. GcncralMotors of

Canada Limited 11.6%

Gcncrnl Molors Research Corporation Oelawnre GCllcrnl Motors LLC 100%

Coroonilion

GM AI)O Iioldings, LLC Limited Lillbility Oclllwllrc GCllcral Motors Asia 100% Company Pacinc I-Ioldilu!s LLC
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO TilE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Loan Part" On::anlzation Ori:.lllllzalion Owner '}erccut Owned

GM Compo nellis L1mllcd Liability Delaware GellcralMotors LLC 100%

HoldiRl!s LLC Company

GM Euromctals Inc. Corooration Delaware General Moton LLC 100-;0

GM Finance Co. Holdings Llmilcd Liability DelnWllre General Motors LLC 100-;0 LLC COllmanv

General Molors LLC 99,99%

GM GEFS L.P. Limited Partnership Ncvadll GM Technologlcs,

LLC 0.01%

GM Global Steering Limited Liability Dclnware Gcnerall\1olors LLC 100% lIoldiRl?:s LLC Company

GM Global Technology Corporation Dclnwlll'C Gcncrall\1olol'S LLC 100%

OneratiOlls Inc.

GM Global Tooling Corporation Delaware Generall\1olors LLC 100%

Company Inc.

GM LAAM Holdings, Limited Liability Dclllware General Motors Asia 100%,

LLC Company Pacific Holdines LLC

GM Preferred Finllnce limited liability Delaware General Motors LLC 100%

Co. Holdint!s LLC Comoanv

GM Subsystems limited Liability Dc1nware General Motors LLC 100% !\'Ianufacturillp', LLC ComonDv

GM Technologies, LLC limited Liabilil)' Delaware Generall\1otors LLC 100%

Company

GM-DI Leasing Corporation Delaware General Motors LLC 100%

Corporation

GMOC Administrative COI·poration Dehtware General Motors 100%

Services Coruoratioil Overseas Cornoration

Grand Pointe HOldings, Corporation Miehigllll \VRE,IIIC. 100%

Inc.

OnStar. LLC limited liabilil)' Delaware General Motors LLC 100~o

Company

Riverfront I-Ioldhlt!s Inc. Corooration Delaware General Motors LLC 100%

Riverfront Holdings Phllse Corporation Dclllwnrc Riverfront HOldings, 100% II Inc. Ille.
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO TUE

FREEDOM OF INFORMATION ACT

Form of Jurl!dlclloll of

Covered GrouD J\1t:'llIbcr Oreanlzatlon Orf!811Iz811011 Owner PerceRI Owned

CaoitaJizatioll of Additiollal Covered Grouo Members

Chevrolet Soclcdlld Argclltlull GM LAAM Holdings, 90%

Anollilllll de Allol'l"o pnrll LLC

Fines Dctermlnlldos

General Molors 10%

Overseas Distribution

Corouradoll

GCllcrall\1otors Argentina Argelltina GCllcrall\1otors Chile 94.99-/0

S.,..I. Industria Automolriz

Umitada

GM LAAI\1 Holdings, 4.61%

LLC

Suzuki 0.4%

GCllcrll1 Molors Auslrlliia Australia General Motors 100%

Ltd. Overseas Corporation

GCllcrall\1olors Austr"lIa GCllcralMotors 100°;'

Investments IJly. Ltd. Australia Ltd.

GM Holden Ltd. Australia Gelleral Motors 100°/.

Australia Ltd.

GCllcralMolors Holden Australia GM Holden Ltd. 100%

Sales PI". Limited

Salmon Street L..td. Allstrnlla GM Holden Ltd. 80%

General Motors 20%

Holden Sales Ply

Limited

FlIllcall-Comercio e Brazil General Motors do 99.9°/.

AdminlSlracao de Bens Brasil Ltda.

Move!s e Valores Ltda.

Oft Silveira Pinheiro 0.1%

Neto Jose Carlos
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Co\'crcd Groun Member Orpanlzation Orll'anlzarlon Owner Percent Owned

GcncralMolors do Brasil Brazil GM LAAM Holdings, 99.999%

Llda. LLC

Ardlln Jaime; Oa 0.001%

Silyelra Pinheiro

Nero, Jose Carlos;

!\1nriani, Sandra (1

share each)

GM Faclorillg Sociedade Brazil CCllcrall\1olors do 99,9%

de Fomcllio Comcrcial Brasil Llda.

Ltda.

Mariani Sandra 0.1%

GM 11Ilcrnllilolllli Sales CnymRII Islnllds General Molors 100%

Ltd. Oversells Distribution

Corporation

GCllcrnll\1olors Chile Chile Cl\'lll1vcrsiOJlcs 99.9%

Industria Aulolllolriz Santiago Limitada

Limitndn

GM LAAM Holdings, 0.1%

LLC

GM Inversiol1cs Santiago Chile GM LA-AM Holdings, 99.99%

Llmltada LLC

General Motors Chile 0.01%

Induslrin Automotriz

Lllllitada

General Motors (Chinll) Chinll GcncralMotors 100%

Invcstmcnt Company China, Inc.

Limitcd

General Motors China Gellerall\1otors 100%

Warehousing and Trading China, Inc.

lShalwhai\ Co. Ltd.

General Motors (Hong Chiua General Motors 100%

KOII£!.) COllllllllI)' L.imlted China Inc.
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION l'URSUANT TO TIlE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

CO\'cred Croun Member Oro-anlzalion Or2snlzatlon Owner Percent Owned

Gelleral Motors- Colombia GM LAAM Holdings, 92.S3~o

Cohnotorcs S.A. LLC

SU1.ukJ 2.29%

lIoehu 1.58%

Local Shareholders 3.80%

GCllcrnl Motors del Ecuador GM LAAM Holdings, 99.9%

Ecuador S.A. LLC

General Molors 0.1%

Overseas Distribution

Corlloralloll

Uoldcol'p S.A. Ecundol' Omnibus 88 99.999%

l'rllllsportcs, S.A.

General Motors del 0.001%

Ecuador S.A.

Omnibus 8B Trallsportcs, Ecuador GM LAAM Holdings, 40.085%

S.A. LLC

General Motors del 11.087%,

Ecuador S.A.

ChlpJ)cr IIn-cslments 0.757°;'

L.L.C.

Emprollorte Overseas 7.459%

Uoldlng Diue, S.A. 34.097%

Itochu Latin Amcrlcn 5.001%

Minlda L,L.C. 0,757%

Shatz! L.L.C.

0.758%
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Covered Group Member On~anization Organization Owner Percent Ownrd

[(usto S.A. Ecuador Omnibus BB 56%

Transportes, S.A.

General Motors del 15.2%

Ecuador S.A.

Alamo Investment, 20%

Inc.

Avendano Ricardo O.st/o

Chipper Investments 2.667%,

L.L.C.

2,667%

Minda L.L.C.

Shatzi L.L.C. 2.667%

GM Atlslalldprojeklc Germany Opel Eisenach GmbH 100%

GmbH

Chevrolet Snles India India General Motors 99.99~o

Prh'atc Lid. Overseas Distribution

Corporation

General Molors 0.01%

IIIIernIt lional

Holdhu!s Inc.

General MolOrs Indln India General Molors Asia 99.53%

Private Ltd Pacific Uoldings, LLC

GM Holden Ltd. 0.47%

P.T. GM AllloWorld Indonesia 1).1'. GCllcralMolors 99.9996%

Indonesia Indonesia

Arlr I)rallladallll 0.0004%
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Covered Group M('lIIbcr OruSlnlzatlon Onzanlzallon Owner I·ercenl Owned

P.T, GCllcrllll\1olors Indonesia General Motors Asia 79%

Indonesia Pacific Holdings, Ll.C

GM Holden Lid. 21%

General Motors Israel Israel GM LAAM Holdings, 100%

Ltd. LLC

GM-UMI Technology Israel GM LAAM Holdings, 51%

Research and LLC

Development Lid.

Universal Motors 49°/.

Israel Ltd.

General Motors Asia Japan General Motors LLC 100%

Pacific (Japan) Limited

GM AutoWorld YugclI Japan GCllernlMolors LLC 100%

Kaisha

General Motors East Kenya Generall\1olors Asia 57.7%

Africa Limited Pacific Holdings, LLC

Centrum Investment 17.8%

Co. Ltd.

Itochu Corp. 4.5%

ICDC 20%

GM AutoWorld KoreR Korea Gencrall\1olors Asia, 100%

Co. Ltd. Inc.

Gl\1 Korea Co., Lid. Koren Generall\1olors 100%

Korea lnc.

Cadillac Polanco, S.A. de Mexico Controladora 99.9999%

C.V. ACDeleo S.A. de C.V.

Controladora General 0.0001%

Motors, S.A. de C.V.
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Covered GrouD Member Organization Orl!anlzatlon Owner Perc('nl Owned

COlllrollldorll ACDclco Mexico Conlroladora General 99.9999%

S.A. de C.V. MOlors, S.A. de C.V.

GCllcrnll\1olors de 0.0001 %

Mhlco, S. de R.L. de

C.V.

Conlrolndora General Medco GCllcrall\1otors 99.9999%

Motors, S.A. de C.V. Overseas Distribution

Corporalion

Sistemas para 0.0001"'1"

Aulomotorcs de

Mexleo, S. de R.L. de

C.Y.

Gcncrllll\1otors de Mexico Coniroilldora General 99.9999%

Medeo, S. de RL. de C.Y, Motors, S.A. de c.v.

Sistemas para 0.0001"10

Automotorcs de

Mexico, S. de R.L. de

C.V.

GMAC Holding S.A. de Mexico COlilrolndora General 99.999%

C.Y. MolOrs, S.A. de C.V.

Sistemas para 0.001%

Aulomolores de

Mexico, S. de R.L. de

C.V.

Sistemas IJRrR Mexico Controladora General 99.86-/0

AUlomotores de l\'lexlco, S. Motors, S.A. de C.V.

de R.L. de C.V.

General Motors de 0.14-/0

Mexico, S. de R.L. de

C.V.

Holden New Zenllllld New Zenllllld General Motors LLC 100%

Limited
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Form of JurlsdJcllon of

Covered GraDo Member Ornnlzation Ornnlzatlon Owner Pcrcent OM'ncd

GCllcralMolors I'ern S.A. I'erll General Molors 99.994%

Inversiones Santiago

Ltda.

GClIcralMotors 0.004%

Overseas Distribution

Corporation

Gencral Molors O.OO2~o

Overseas Corporation

GCllcralMotors Philippines Gcncrall\1olors LLC 99.999%.

Automobiles Philippines,

Illc. FrRncis 1\1. Burdett

0.0018%

Stephen K. Carlisle

0.0018%

Loreto C. Cruz

O.OOI8Yo

Tcodoro D. Regala

O.OOI8~o

Stephen Nicholas

Small 0.0018%

GClleralMotors Auto Russin GM Atlslnndprojcktc 99.90%

LLC GmbH

Gcuernl Motors CIS, 0.10%

LLC

Gcncrnl Molors Asia Singapore General Motors LLC 100%

Pacinc (Plel Ltd.

BOCO (Proprietary) South Africa GM LAAM Holdings, 100%

Limitcd LLC

GCllcrllll\1olors South Soulh Africa BOCO (Proprietary) 100%

Africa (Ply) Limited Limited

GM 1)lIlls Wro!>rlclnry) South Africa Genernl Motors Asia 100%

Limited Pacific Holrllnes, LLC
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Covered Group Mcmbrr Orl!anlzatlon Oraanlzatlon Owner Perccnt Owned

General Molors Spain General Motors 77.53%

Automotive Holdings, S.L. International

Holdings, Inc.

General Motors LLC 11.34%

General Motors of

Canada limited 11.13%

General Motors Europe Swlizerllllld General Molors 100%

AG Automotive Holdings

S.L.

General Motors TnlwlllI TlllwRll GM APO Holdings, 99.9999%

Ltd. LLC

Kung-Chou Chu 0.00000012%

Arne Engel 0.00000012-/0

Terence B. Johnllsoll 0.00000012%

Bright Lin 0.00000012%

Jerry Lin 0.00000012%

Barbara A. Llster- 0.00000012%

TaU

Tal Jin InternatiOlllll TniwBn General Molors 100%

Automotive Distribution China, Inc.

Co. Ltd.
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION I'URSUANT TO HIE:

FREEDOM OF INFORMATION ACT

Form of Jurlsdlclion of

Covered Croun Member Orl!anizalion Ore:anlzatlon Owner Percent Owned

General MOlOn Thailand GCllcrall\1olors 99.9999917-;0

(I'holland) LImited Thailand Investmcnls

LLC

Stephen K. Carlisle 0.00000138·/0

Kenneth JOSCllh 0.00000138%

CavlllIKlIgh

Raymundo GlIrzll O.OOOOOI38 Cl/o

Somuuek 0.00000138%

Ngnll1lrakulchol

Stell hen Nichol"! 0.00000138%

Small

Alltonlo Pnlltalcon 0.00000138%

Zan III

Chevrolet Sales (Thailand) Thailand Gcncrall\1otors Asia, 99.9999186%

Limited Inc.

Stephen K. Carlisle 0.00001357%

Kenneth Joseph 0.00001357%

CavanRugh

Raymundo Garza 0.00001357·/0

SOllllluck 0.00001357%

Ngaml.rllkulcllOl

Stephen Nichoilis 0.00001357%

Smull

Antonio Palltnlcon 0.00001357%

Zam III
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Covered Croun Member Oroanization Ore;anlzation Owner Percent Owned

General Motors Thailnnd General Molors Asia 99.9999627%

Powertrain (Thailand) Pacific Holdings, LLC

Limited

Stephen K. Carlisle 0.0000062%

Kenneth Joseph 0.0000062%

Cavanaugh

Raymundo Garza 0.0000062%

Gerry L. Hargrove 0.0000062%

Stephen Nicholas 0.0000062%

Small

Antonio Pantaleon 0.0000062%

Al!uila Zara

General Motors Southeast Thailand General Motors Asia, 99.994%

Asia Ocprations Limited Inc.

Stephen K. Carlisle 0.001%

Kenneth Joseph 0.001%

Cavanaugh

Raymundo Garza 0.001%

Somnuek 0.001%

Ngamtrakulchol

Stephen Nicholas 0.001%

Small

0,001%

Antonio Palltaleon

Zara

General Motors Africa United Arab Emirates General Motors 100%

and Middle East FZE Overseas Distribution

Cor oration
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO TIlE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Covered Groun Member Orl1anlzatlon Oro-anbatlon O""ncr Percent Owned

GM GPSC UK Limited United Kingdom General Motors 100%

Automotive Holdings

S.L.

Global Tooling Service Unlled Kingdom GCllcnll\1otors LLC 100%

ComDanv Euront' Limllcd

General Motol's Limited Uniled Kingdom GcncralMotors Asia 77.17%

Pacific Holdings, LLC

General Motors Asia 22.83%

Pacific (Japan)

Limited

Aftermarket UK Limited United Kingdom Gencral Motors 100%

Automotive Holdings

S.L.

General Motors Urugully, Uruguay GM LAA.M Holdings, 100%

S.A. LLC

Sustemas de COIll!)ra VCllcsucla GM LAAM Holdings, 100%

Programada Chevrolet, LLC

C.A.

General Motors VCIICZtlclll GM LAAM Holdlllgs, 100%

Vcnczolan8 C.A.. LLC
EXHIBIT H

Schedule 3.21 to Credit Agreement

[See attached]

Exhibit H-I
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORATION PURSUANT TO THE

FREEDOM OF INFORMATION ACT

Schedule 3.21

Jurisdictions and Recording Offices

A.vee Filing Jurisdictions and Offices

Form of Jurisdiction of

[ntltv Ore;alliza11011 Ore.anizarlon FlIinll: Jurilldiciion and FUine: Office

Annunciata Corporation Corporation Delaware DchlwlIrc - Secretary of State

Arl!onaut Holdllll!s Inc. Coroocatlou Delaware Delnware - Secretary of State

GCllcrall\1otors Asln l'llClfic Holdings, Limited Liability I>claware Dclllwarc - Secretary of State

LLC Comnanv

General i\'lolors Asia Inc. Corporation Delaware Dchlwllre Secretary of Stale

General Motors Illtcrnllllonal Corporation Delaware Delaware - Secretary of Stale

Holdin!!5. Inc.

Generall\'lotors Holdings U ..C Limited Lhlbliity Delaware Delaware - Secretary of Stale

COlllDUIiV

Ceneral Motors Oversells Corlloration Corporation Delaware Delaware - Secretary of State

Generall\'lotors Overseas Distribution Corporation Delaware Delaware - Secretary of State

Corporation

General Motors Product Services Inc. CornoratiOll Delaware Delaware - SecretarY of State

General Motors Research Con)oration Corporation Delaware Delaware - Secretary of State

GM APO Holdings, LLC Limited Linbllity Delnware Delawllre - Secretary of State

Com mny

GM Components Holdings, LLC Limited Lillbllity Delaware DehlWllre - Secretary of State

ComnllllV

GM Eurometals Inc. Corporation Delaware Delnwnre Secretary of State

General Motors LLC Limited Liability Delaware Delaware - Secretary of State

COllman"

GM Finance Co. Holdings LLC Limited Liability Delaware Delaware - Secretary of State

COllman\,

GM GEFS L.I'. Limited Pllrtllershi ) Nevada Nevndn- Secretary of State
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS CORPORAnON PURSUANT TO TIlE

FREEDOM OF INFORMATION ACT

Form of Jurisdiction of

Entitv Oreanlzatlon Or28111z81100 FilIn2 Jurisdiction and FlIhlliE. Offlce

GM Global Steering Uoldlngs, L.LC Limited Llllbllity Dclllwlirc Delaware - Secretary of Stule

COmDaUy

GM Globn! Technology Operations, Corporation Delaware Delaware Secretary of Slate

Inc.

GM Globnll'ooJinf!: Com )8nv Inc. Corporation Delaware Delaware Secretary of Slate

GM LAAl\1 lIoldlngs, LLC Limited Liability Delaware Delaware - Secretary of Stufe

Comuao,-

GM Preferred FiuIlllCC Co. Holdings Limited Liability Delaware Delaware Secretary of Stale

LLC Comnawv

GM Subsystems Mllllufaclurlng, LLC Limited Liability J)clawllrc Delaware Secretary of Stille

Company

GM Technologies, LLC Limited Liability Delaware Delaware - Secretnry of Stnte

COl11oanv

GM-DI Leasllll! Corooratloll Corooratloll Delaware Delaware - Secretary of State

GMOC Adminlstralive Services Corporation Delaware Delaware Secrelary of Slate

Cornoratlon

Grand Pointe Holdinc.s, Inc. Corporation Michil.!:lln Michi2all Seerelarv of Slate

OnStar, LLC Limited Liability Delaware Delaware - Secretary of State

Comoally

Riverfront Holdlll 'S Inc. Corporation Delaware Delaware Secretary of State

Riverfront Holdinl!s Phase n Illc. Corporation Delaware Delaware Secretary of Stille

B.Intellectual Property Filin2 Offices

u.s. ()Illent and Trademark Collateral United Stales Patent and Trademark Office

U.S. Copvrlc.ht Collateral I United Slates Copyric.hl Office
EXHIBIT I

Schedule 3.28 to Credit Agreement

[See attached]

Exhibit I-I
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

Schedule 3.28

Excluded Collateral
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT

Annex I to Schedule 3.28

EXCLUDED COLLATERAL

SUBSIDIARIES AND JOI T VENTURES:
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS

CORPORATION PURSUANT TO THE FREEDOM OF INFORMATION ACT

Schedule 3.28

Excluded Collateral
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT

Annex I to Schedule 3.28

EXCLUDED COLLATERAL
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
CONFIDENTIAL TREATMENT REQUESTED BY GENERAL MOTORS LLC

PURSUANT TO THE FREEDOM OF INFORMATION ACT
EXECUTION VERSION 

USActive 17717082.13 

FOURTH AMENDMENT TO 

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT 

FOURTH AMENDMENT, dated as of November 13, 2009 (this “Amendment”) 

to the SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT dated as 

of August 12, 2009 (as amended by (i) the First Amendment to Second Amended and Restated 

Secured Credit Agreement dated as of September 2, 2009 but effective as of September 1, 2009 

and (ii) the Second Amendment to Second Amended and Restated Secured Credit Agreement 

dated as of October 6, 2009, as assigned, assumed and amended by the Assignment and 

Assumption Agreement and Third Amendment to Second Amended and Restated Secured Credit 

Agreement dated as of October 19, 2009, and as further amended, supplemented or otherwise 

modified from time to time, the “Credit Agreement”; capitalized terms used and not defined 

herein shall have the meanings ascribed to them in the Credit Agreement), among GENERAL 

MOTORS HOLDINGS, LLC, a Delaware limited liability company, as assignee of General 

Motors Company, a Delaware corporation (the “Borrower”), the Guarantors, and THE UNITED 

STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender”). 

W I T N E S S E T H: 

WHEREAS, the Borrower and the Lender have agreed to make certain 

amendments to the Credit Agreement as described herein solely upon the terms and conditions 

provided for in this Amendment; 

NOW, THEREFORE, in consideration of the premises herein contained and for 

other good and valuable consideration, the receipt of which is hereby acknowledged, the parties 

hereto agree as follows: 

1. Amendment to Section 1.1 of the Credit Agreement (Definitions). Section 

1.1 of the Credit Agreement is hereby amended by deleting clause (e) of the definition of 

“Permitted Indebtedness” appearing therein in its entirety and replacing it with the following: 

“(e) intercompany Indebtedness (i) in the ordinary course of business, provided that, 

(A) the Borrower has complied with Sections 5.2(i) and 5.32, to the extent necessary, and (B) the 

right to receive any repayment of such Indebtedness from any Loan Party (other than any 

scheduled payments so long as no Event of Default has occurred and is continuing) shall be 

subordinated to the Lender’s rights to receive repayment of the Obligations or (ii) of GM Canada 

to the Borrower in connection with any prepayment of the Canadian Facility described in clause 

(ii)(B) of Section 4.2(d);” 

2. Amendment to Section 2.5(f) of the Credit Agreement (Mandatory 

Prepayments). Section 2.5(f) of the Credit Agreement is hereby amended by deleting it in its 

entirety and replacing it with the following: 

“(f) Notwithstanding anything to the contrary in the Loan Documents, (i) if on 

the fifth Business Day prior to June 30, 2010 any Reserve Funds remain on deposit in the Escrow 

Account, on or before June 30, 2010 the Borrower shall apply an amount equal to 83.898% of 
2 

USActive 17717082.13 

the Reserve Funds then remaining on deposit in the Escrow Account to the extent necessary to 

prepay the Loans in full as set forth in Section 2.5(d), provided that, the Borrower may request 

that the date on which all or a portion of such funds shall be applied to such prepayment be 

extended to a date not later than June 30, 2011, which may be consented to by the Lender in its 

sole discretion, and (ii) prior to the initial public offering of any Capital Stock of Holdco, if on 

the fifth Business Day prior to the end of any fiscal quarter of the Borrower commencing with 

such fiscal quarter ending December 31, 2009, any Reserve Funds remain on deposit in the 

Escrow Account, then, on or before the last Business Day of such fiscal quarter, the Borrower 

shall apply an amount equal to (X) $1,000,000,000 or (Y) if the amount of Reserve Funds then 

on deposit in the Escrow Account is less than $1,191,923,526.17, an amount equal to 83.898% of 

such Reserve Funds to the repayment of the Loans as set forth in Section 2.5(d).” 

3. Amendments to Section 4.2 of the Credit Agreement (Conditions to 

Withdrawal of Reserve Funds; Escrow Accounts). Section 4.2 of the Credit Agreement is hereby 

amended by: 

(a) deleting clause (b) thereof in its entirety and replacing it with the 

following: 

 “(b) Upon the occurrence of an Event of Default, the 

Lender, at its sole option, may withdraw all or a portion of the Reserve 

Funds and apply the Reserve Funds to the items for which the Reserve 

Funds were established or to payment of the Obligations in accordance 

with clause (i) of Section 2.5(f) and the obligations then outstanding under 

the Canadian Facility in accordance with Section 2.07(g) thereof, in such 

order, proportion and priority as the Lender may determine in its sole 

discretion. The Lender’s right to withdraw and apply the Reserve Funds 

shall be in addition to all other rights and remedies provided to the Lender 

under the Loan Documents.”; 

(b) deleting clause (d) thereof in its entirety and replacing it with the 

following: 

“(d) Notwithstanding anything to the contrary herein, (i) 

Lender may withdraw the Reserve Funds from the Escrow Account and 

apply the same in accordance with Section 2.5(f) and (ii) the conditions 

precedent set forth in clause (a) above shall not apply with respect to any 

Reserve Disbursement pursuant to clauses (b) or (c) above or any Reserve 

Disbursement in connection with (A) any prepayment of the Loans in 

accordance with Section 2.5(f) and (B) any prepayments of the Canadian 

Facility that may now or hereafter be permitted or required (I) pursuant to 

Section 2.07(g) of the Canadian Facility or (II) to be made during the last 

five Business Days of any fiscal quarter of the Borrower commencing 

with such fiscal quarter ending December 31, 2009, provided that, the 

amount of any prepayment described in this subclause (II) shall not exceed 

an amount equal to 19.192352617% of the amount of the prepayment of 

the Loans, if any, required to be made by the Borrower during the last five 
3 

USActive 17717082.13 

Business Days of such fiscal quarter pursuant to clause (ii) of Section 

2.5(f).”; 

(c) inserting therein the following new clause (e): 

“(e) Any Reserve Funds remaining in the Escrow 

Account after the Obligations have been paid in full shall be returned to 

the Borrower.”; and 

(d) inserting therein the following new clause (f): 

“(f) Notwithstanding anything to the contrary herein or in the 

other Loan Documents, the Borrower hereby authorizes, instructs and 

approves each withdrawal by the Lender (or by the Escrow Bank at the 

direction of the Lender) of Reserve Funds from the Escrow Account 

pursuant to Section 2.5(f) and this Section 4.2.”. 

4. Amendment to Section 5.32 of the Credit Agreement (Notice of 

Investments). Section 5.32 of the Credit Agreement is hereby amended by adding the following 

text at the end thereof: “other than any Investment by the Borrower in GM Canada in connection 

with any prepayment of the Canadian Facility described in clause (B) of Section 4.2(d)”. 

5. Conditions to Effectiveness. This Amendment shall become effective 

upon the date (the “Fourth Amendment Effective Date”) on which the Lender shall have received 

this Amendment, executed and delivered by a duly authorized officer of the Borrower. 

6. Representations and Warranties. The Borrower hereby represents and 

warrants to the Lender that (before and after giving effect to this Amendment), as of the date of 

execution of this Amendment: 

(a) Each Loan Party has all necessary corporate or other power, authority and 

legal right to execute, deliver and perform its obligations under this Amendment and the 

Acknowledgment and Consent to which it is a party. Subject to the terms thereof, the 

execution, delivery and performance by each Loan Party of this Amendment and the 

Acknowledgment and Consent to which it is a party has been duly authorized by all 

necessary corporate or other action on its part. This Amendment and the 

Acknowledgment and Consent have been duly and validly executed and delivered by 

each Loan Party party thereto and constitutes a legal, valid and binding obligation of all 

of the Loan Parties party thereto, enforceable against such Loan Parties in accordance 

with its terms, except as enforceability may be limited by applicable bankruptcy, 

insolvency, reorganization, moratorium or similar laws affecting the enforcement of 

creditors’ rights generally and by general equitable principles (whether enforcement is 

sought by proceedings in equity or at law). No authorizations, approvals or consents of, 

and no filings or registrations with, any Governmental Authority, or any other Person, are 

necessary for the execution, delivery or performance by each Loan Party of this 

Amendment and the Acknowledgment and Consent for the legality, validity or 

enforceability hereof and thereof. 
4 

USActive 17717082.13 

(b) The execution and delivery of the Amendment will not (i) conflict with or 

result in a breach of (A) the charter, by laws, certificate of incorporation, operating 

agreement or similar organizational document of any Loan Party, (B) any Requirement of 

Law, (C) any Applicable Law, rule or regulation, or any order, writ, injunction or decree 

of any Governmental Authority, (D) any material Contractual Obligation to which any 

Loan Party is a party or by which any of them or any of their Property is bound or to 

which any of them or any of their Property is subject, or (ii) constitute a default under any 

material Contractual Obligation to which any Loan Party is a party or by which any of 

them or any of their Property is bound or to which any of them or any of their Property is 

subject, or (iii) (except for Permitted Liens) result in the creation or imposition of any 

Lien upon any property of any Loan Party, pursuant to the terms of any such agreement 

or instrument. 

(c) Each of the representations and warranties made by the Borrower herein 

or in or pursuant to the Loan Documents is true and correct in all material respects on and 

as of the Fourth Amendment Effective Date as if made on and as of such 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). 

(d) After giving effect to this Amendment, no Default or Event of Default has 

occurred and is continuing, or will result from the consummation of the transactions 

contemplated by this Amendment. 

7. Limited Effect. Except as expressly provided hereby, all of the terms and 

provisions of the Credit Agreement and the other Loan 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 Credit Agreement or the other Loan 

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 Borrower or the Guarantors that would require the waiver or 

consent of the Lender. 

8. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED 

BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF 

THE STATE OF NEW YORK. 

9. Miscellaneous. This Amendment may be executed by one or more of the 

parties to this Amendment on any number of separate counterparts, and all of said counterparts 

taken together shall be deemed to constitute one and the same instrument. Copies of this 

Amendment signed by all parties hereto and thereto shall be lodged with the Borrower and the 

Lender. This Amendment may be delivered by facsimile or other electronic transmission of the 

relevant signature pages hereof. 

[No further text on this page] 


By:

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 EUROMETALS, INC.

GM FINAN J CO. HOLDINGS LLC

Name:	aurita Sutedja

Title: Assistant Secretary

I Signature Page to Fourth Amendment to Second Amended and Restated Secured Credit Agreement]
By:

Name:	aurita Sutedja

Title: Assistant Secretary

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.

I Signature Page to Fourth Amendment to Second Amended and Restated Secured Credit Agreement]
By:

GM SUBSYSTEMS MANUFACTURING,

LLC

Name: Niharika Ramdev

Title: Treasurer

[Signature Page to Fourth Amendment to Second Amended and Restated Secured Credit Agreement]

EXECUTION VERSION

USActive 18148117.5 

FIFTH AMENDMENT TO 

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT 

FIFTH AMENDMENT, dated as of January 22, 2010 (this “Amendment”) to the 

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT dated as of 

August 12, 2009 (as amended by (i) the First Amendment to Second Amended and Restated 

Secured Credit Agreement dated as of September 2, 2009 but effective as of September 1, 2009, 

(ii) the Second Amendment to Second Amended and Restated Secured Credit Agreement dated 

as of October 6, 2009, (iii) the Assignment and Assumption Agreement and Third Amendment to 

Second Amended and Restated Secured Credit Agreement dated as of October 19, 2009, and (iv) 

the Fourth Amendment to Second Amended and Restated Secured Credit Agreement dated as of 

November 13, 2009, and as further amended, supplemented or otherwise modified from time to 

time, the “Credit Agreement”; capitalized terms used and not defined herein shall have the 

meanings ascribed to them in the Credit Agreement), among GENERAL MOTORS HOLDINGS 

LLC, a Delaware limited liability company, as assignee of General Motors Company, a 

Delaware corporation (the “Borrower”), the Guarantors, and THE UNITED STATES 

DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender”). 

W I T N E S S E T H: 

WHEREAS, the Borrower and the Lender have agreed to make certain 

amendments to the Credit Agreement as described herein solely upon the terms and conditions 

provided for in this Amendment; 

NOW, THEREFORE, in consideration of the premises herein contained and for 

other good and valuable consideration, the receipt of which is hereby acknowledged, the parties 

hereto agree as follows: 

1. Amendment to Section 2.5(f) of the Credit Agreement (Mandatory 

Prepayments). Section 2.5(f) of the Credit Agreement is hereby amended by deleting therefrom 

the words “provided that, the Borrower may request that the date on which all or a portion of 

such funds shall be applied to such prepayment be extended to a date not later than June 30, 

2011, which may be consented to by the Lender in its sole discretion,”. 

2. Conditions to Effectiveness. This Amendment shall become effective 

upon the date (the “Fifth Amendment Effective Date”) on which the Lender shall have received 

this Amendment, executed and delivered by a duly authorized officer of the Borrower. 

3. Representations and Warranties. The Borrower hereby represents and 

warrants to the Lender that (before and after giving effect to this Amendment), as of the date of 

execution of this Amendment: 

(a) Each Loan Party has all necessary corporate or other power, authority and 

legal right to execute, deliver and perform its obligations under this Amendment and the 

Acknowledgment and Consent to which it is a party. Subject to the terms thereof, the 

execution, delivery and performance by each Loan Party of this Amendment and the 
2 

USActive 18148117.5 

Acknowledgment and Consent to which it is a party has been duly authorized by all 

necessary corporate or other action on its part. This Amendment and the 

Acknowledgment and Consent have been duly and validly executed and delivered by 

each Loan Party party thereto and constitutes a legal, valid and binding obligation of all 

of the Loan Parties party thereto, enforceable against such Loan Parties in accordance 

with its terms, except as enforceability may be limited by applicable bankruptcy, 

insolvency, reorganization, moratorium or similar laws affecting the enforcement of 

creditors’ rights generally and by general equitable principles (whether enforcement is 

sought by proceedings in equity or at law). No authorizations, approvals or consents of, 

and no filings or registrations with, any Governmental Authority, or any other Person, are 

necessary for the execution, delivery or performance by each Loan Party of this 

Amendment and the Acknowledgment and Consent for the legality, validity or 

enforceability hereof and thereof. 

(b) The execution and delivery of the Amendment will not (a) conflict with or 

result in a breach of (i) the charter, by laws, certificate of incorporation, operating 

agreement or similar organizational document of any Loan Party, (ii) any Requirement of 

Law, (iii) any Applicable Law, rule or regulation, or any order, writ, injunction or decree 

of any Governmental Authority, (iv) any material Contractual Obligation to which any 

Loan Party is a party or by which any of them or any of their Property is bound or to 

which any of them or any of their Property is subject, or (b) constitute a default under any 

material Contractual Obligation to which any Loan Party is a party or by which any of 

them or any of their Property is bound or to which any of them or any of their Property is 

subject, or (c) (except for Permitted Liens) result in the creation or imposition of any Lien 

upon any property of any Loan Party, pursuant to the terms of any such agreement or 

instrument. 

(c) After giving effect to this Amendment, no Default or Event of Default has 

occurred and is continuing, or will result from the consummation of the transactions 

contemplated by this Amendment. 

4. Limited Effect. Except as expressly provided hereby, all of the terms and 

provisions of the Credit Agreement and the other Loan 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 Credit Agreement or the other Loan 

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 Borrower or the Guarantors that would require the waiver or 

consent of the Lender. 

5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED 

BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF 

THE STATE OF NEW YORK. 

6. Miscellaneous. This Amendment may be executed by one or more of the 

parties to this Amendment on any number of separate counterparts, and all of said counterparts 

taken together shall be deemed to constitute one and the same instrument. Copies of this 

Amendment signed by all parties hereto and thereto shall be lodged with the Borrower and the 
3 

USActive 18148117.5 

Lender. This Amendment may be delivered by facsimile or other electronic transmission of the 

relevant signature pages hereof. 

[Signature Pages Follow] 
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

duly executed and delivered by their respective proper and duly authorized officers as of the day

and year first above written.

GENERAL MOTORS HOLDINGS LLC

By:

Name: Niharika Ramdev

Title: Assistant Treasurer

[Siunature Page to Fifth Amendment to Second Amended and Restated Secured Credit Agreement]
UNITED STATES DEPARTMENT OF THE

TREASURY, as a Lender

By:. ---!I/PII;~~~~~~~~Z-......- _ Name: Herbert M. Allison,

Title: Assistant Secretary for Financial

Stability

[Signature Page to Fifth Amendment to Second Amended and Restated Secured Credit Agreement]
EXECUTION VERSION 

US_ACTIVE:\43352306\09\64946.0007 

SIXTH AMENDMENT TO 

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT 

SIXTH AMENDMENT, dated as of April 9, 2010 (this “Amendment”) to 

the SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT dated 

as of August 12, 2009 (as amended by (i) the First Amendment to Second Amended and 

Restated Secured Credit Agreement dated as of September 2, 2009 but effective as of 

September 1, 2009, (ii) the Second Amendment to Second Amended and Restated 

Secured Credit Agreement dated as of October 6, 2009, (iii) the Assignment and 

Assumption Agreement and Third Amendment to Second Amended and Restated 

Secured Credit Agreement dated as of October 19, 2009, (iv) the Fourth Amendment to 

Second Amended and Restated Secured Credit Agreement dated as of November 13, 

2009 and (v) the Fifth Amendment to Second Amended and Restated Secured Credit 

Agreement dated as of January 22, 2010, and as further amended, supplemented or 

otherwise modified from time to time, the “Credit Agreement”; capitalized terms used 

and not defined herein shall have the meanings ascribed to them in the Credit 

Agreement), among GENERAL MOTORS HOLDINGS LLC, a Delaware limited 

liability company, as assignee of General Motors Company, a Delaware corporation (the 

“Borrower”), the Guarantors, and THE UNITED STATES DEPARTMENT OF THE 

TREASURY, as the lender thereunder (the “Lender”). 

W I T N E S S E T H: 

WHEREAS, the Borrower and the Lender have agreed to make certain 

amendments to the Credit Agreement as described herein solely upon the terms and 

conditions provided for in this Amendment; 

NOW, THEREFORE, in consideration of the premises herein contained 

and for other good and valuable consideration, the receipt of which is hereby 

acknowledged, the parties hereto agree as follows: 

1. Amendments to Section 1.1 of the Credit Agreement (Defined 

Terms). Section 1.1 of the Credit Agreement is hereby amended by: 

(a) inserting therein in the appropriate alphabetical order the following 

definitions: 

“Compensation Regulations”: Section 111 of the EESA, as implemented 

by any guidance or regulation thereunder, including the rules set forth in 31 C.F.R. Part 

30, or any other guidance or regulations under the EESA, as the same shall be in effect 

from time to time. 

“Dealership Sale/Leaseback Transaction”: any arrangement providing for 

(i) the sale or transfer by any Covered Group Member of real property to a dealership 

operator or an affiliate thereof, (ii) the lease of such real property from such dealership 

operator or affiliate thereof to any Covered Group Member and (iii) the sublease of such 
US_ACTIVE:\43352306\09\64946.0007 2 

real property by any Covered Group Member to such or other dealership operator or 

affiliate thereof. 

“Exceptional Financial Assistance”: as defined in the Compensation 

Regulations. 

“Exceptional Financial Assistance Period”: the period beginning on the 

Original Effective Date and ending on the earlier of (i) the Exceptional Financial 

Assistance Termination Date and (ii) the termination of the Relevant Period. 

“Exceptional Financial Assistance Termination Date”: the first day on 

which the Borrower ceases to be a recipient of Exceptional Financial Assistance, as 

determined pursuant to the Compensation Regulations. 

(b) 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 and by Liens on the 

Collateral that are senior to the Liens securing the Obligations and the obligations under 

the VEBA Note Facility) 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, any 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 Loans in accordance with Section 2.5(a), (iii) 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 (iv) if any Loan 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 providing for the subordination of the Liens securing 

the Obligations and the obligations under the VEBA Note Facility to the Liens securing 

such Indebtedness on terms in form and substance reasonably satisfactory to the Lender, 

which may be an amendment, restatement, modification or supplement to the 

Intercreditor Agreement. 

(c) 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 and by Liens on the Collateral that are senior to the Liens securing the Obligations 

and the obligations under the VEBA Note Facility) 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 
US_ACTIVE:\43352306\09\64946.0007 3 

exceeding $6,000,000,000 comprised of term loan and/or revolving credit loan facilities 

(including without limitation Structured Financing), provided that, if any Loan 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 

providing for the subordination of the Liens securing the Obligations and the obligations 

under the VEBA Note Facility to the Liens securing such Indebtedness on terms in form 

and substance reasonably satisfactory to the Lender, which may be an amendment, 

restatement, modification or supplement to the Intercreditor Agreement. 

(d) amending clause (e) of the definition of “Permitted Indebtedness” 

by deleting the words “and 5.32”. 

(e) deleting therefrom the definition of “Reinvestment Event” in its 

entirety and replacing it with the following: 

“Reinvestment Event”: any Asset Sale, Recovery Event or Extraordinary 

Receipt in respect of which the Borrower has delivered a Reinvestment Notice. 

(f) deleting therefrom the definition of “Reinvestment Notice” in its 

entirety and replacing it with the following: 

“Reinvestment Notice”: a written notice executed by a Responsible 

Officer stating that no Default or Event of Default has occurred and is continuing and that 

the Borrower (directly or indirectly through a Subsidiary) intends and expects to use all 

or a specified portion of the Net Cash Proceeds of an Asset Sale, Recovery Event or 

Extraordinary Receipt, as applicable (or committed to be expended pursuant to a binding 

contract), to acquire or repair assets useful in its business. 

(g) amending the definition of “Sale/Leaseback Transaction” by 

adding immediately after the words “any arrangement” the words “, other than 

any Dealership Sale/Leaseback Transaction,”. 

2. Amendment to Section 2.5(b) of the Credit Agreement (Mandatory 

Prepayments). Section 2.5(b) of the Credit Agreement is hereby amended by deleting the 

words “unless a Reinvestment Notice shall be delivered in respect of any Asset Sale or 

Recovery Event” and adding in lieu thereof the words “unless a Reinvestment Notice 

shall be delivered in respect of any such Asset Sale, Recovery Event or Extraordinary 

Receipt, as applicable”. 

3. Amendment to Section 5.1(f)(i) of the Credit Agreement (Financial 

Statements). Section 5.1(f)(i) of the Credit Agreement is hereby amended by deleting the 

words “as soon as available, but in any event within” and adding in lieu thereof the words 

“on or before the date on which such financial statements are required to be filed with the 

SEC (after giving effect to any extensions) or, if such financial statements are not 

required to be filed with the SEC, on or before the date that is”. 
US_ACTIVE:\43352306\09\64946.0007 4 

4. Amendment to Section 5.1(f)(iii) of the Credit Agreement 

(Financial Statements). Section 5.1(f)(iii) of the Credit Agreement is hereby amended by 

deleting the words “as soon as available, but in any event not later than” and adding in 

lieu thereof the words “on or before the date on which such financial statements are 

required to be filed with the SEC (after giving effect to any extensions) or, if such 

financial statements are not required to be filed with the SEC, on or before the date that 

is”. 

5. Amendment to Section 5.1(f) of the Credit Agreement (Financial 

Statements). Section 5.1(f) of the Credit Agreement is hereby amended by adding 

immediately before the words “shall be complete and correct in all material respects” the 

words “(a) shall be deemed to have been delivered in accordance with the terms hereof if 

such financial statements, or one or more annual or quarterly reports containing such 

financial statements, shall have been posted and available on the SEC’s website, and (b)”. 

6. Amendments to Section 5.1(g) of the Credit Agreement (Financial 

Statements). Section 5.1(g) of the Credit Agreement is hereby amended by (i) adding 

immediately after the word “prepares” the words “and shall have filed with the SEC”, 

and (ii) adding immediately after the words “the Borrower shall promptly furnish copies 

of such reports to the Lender” the words “; provided, that all such reports shall be deemed 

to have been delivered in accordance with the terms hereof if such reports shall have been 

posted and available on the SEC’s website”. 

7. Amendment to Section 5.2(l) of the Credit Agreement (Expense 

Policy). Section 5.2(l) of the Credit Agreement is hereby amended by deleting the words 

“During the Relevant Period” and adding in lieu thereof the words “During the 

Exceptional Financial Assistance Period”. 

8. Amendment to Section 5.2(m) of the Credit Agreement (Executive 

Privileges and Compensation). Section 5.2(m) of the Credit Agreement is hereby 

amended by deleting the words “During the Relevant Period” and adding in lieu thereof 

the words “During the Exceptional Financial Assistance Period”. 

9. Amendment to Section 5.16(a) of the Credit Agreement (Executive 

Privileges and Compensation). Section 5.16(a) of the Credit Agreement is hereby 

amended by (i) deleting the words “During the Relevant Period” and adding in lieu 

thereof the words “During the Exceptional Financial Assistance Period” and (ii) deleting 

the words “At all times throughout the Relevant Period” and adding in lieu thereof the 

words “At all times throughout the Exceptional Financial Assistance Period”. 

10. Amendments to Section 5.16(b) of the Credit Agreement 

(Executive Privileges and Compensation). Section 5.16(b) of the Credit Agreement is 

hereby amended by (i) deleting the words “During the Relevant Period” and adding in 

lieu thereof the words “During the Exceptional Financial Assistance Period”, (ii) deleting 

the words “During the Relevant Period” and adding in lieu thereof the words “During the 

Exceptional Financial Assistance Period”, and (iii) deleting the words “Maturity Date” 
US_ACTIVE:\43352306\09\64946.0007 5 

and adding in lieu thereof the words “earlier to occur of the Maturity Date and the 

repayment of the Loans in full”. 

11. Amendment to Section 5.17 of the Credit Agreement (Aircraft). 

Section 5.17 of the Credit Agreement is hereby amended by deleting the words “during 

the Relevant Period” and adding in lieu thereof the words “during the Exceptional 

Financial Assistance Period”. 

12. Amendment to Section 5.18(a) of the Credit Agreement 

(Restrictions on Expenses). Section 5.18(a) of the Credit Agreement is hereby amended 

by deleting the words “At all times throughout the Relevant Period” and adding in lieu 

thereof the words “At all times throughout the Exceptional Financial Assistance Period”. 

13. Amendment to Section 5.20(a) of the Credit Agreement (Internal 

Controls; Recordkeeping; Additional Reporting). Section 5.20(a) of the Credit 

Agreement is hereby amended by deleting the words “During the Relevant Period” and 

adding in lieu thereof the words “During the Exceptional Financial Assistance Period”. 

14. Amendment to Section 5.28(a) of the Credit Agreement (Survival 

of TARP Covenants). Section 5.28(a) of the Credit Agreement is hereby amended by 

deleting it in its entirety and replacing it with the following: 

(a) Notwithstanding the repayment in full of all the Loans and the 

other Obligations, the obligation of the Loan Parties to comply with (i) Sections 5.19, 

5.25 and 5.29 shall survive during the Relevant Period, (ii) Section 5.27 shall survive 

during the Vitality Commitment Period, and (iii) Sections 5.2(l), 5.2(m), 5.16, 5.17, 5.18, 

5.20 and 5.21 shall survive during the Exceptional Financial Assistance Period. 

15. Amendment to Section 5.29 of the Credit Agreement (Intentionally 

Omitted). Section 5.29 of the Credit Agreement is hereby amended by deleting it in its 

entirety and replacing it with the following: 

5.29. Compliance with EESA. Notwithstanding the repayment in full of 

all the Loans and the other Obligations, if the Relevant Period shall not have terminated 

on or prior to the Exceptional Financial Assistance Termination Date, during the period 

commencing on the Exceptional Financial Assistance Termination Date until the 

termination of the Relevant Period, the Borrower shall take all necessary action to ensure 

that it, and any of its Subsidiaries that is a TARP recipient within the meaning of Section 

30.1 of the Compensation Regulations, complies in all respects with, and shall take all 

other actions necessary to comply with, (i) the Compensation Regulations, and (ii) any 

rulings, limitations or restrictions implemented or issued by the Office of the Special 

Master for TARP Executive Compensation with respect to the Borrower or any of its 

Subsidiaries that is treated as a TARP recipient within the meaning of Section 30.1 of the 

Compensation Regulations. 
US_ACTIVE:\43352306\09\64946.0007 6 

16. Amendment to Section 5.32 of the Credit Agreement (Notice of 

Investments). Section 5.32 of the Credit Agreement is hereby amended by deleting it in 

its entirety and replacing it with the following: 

5.32 [Intentionally Omitted.] 

17. Amendment to Section 6.4 of the Credit Agreement (Limitation on 

Liens). Section 6.4 of the Credit Agreement is hereby amended by adding immediately 

after the words “except Permitted Liens” the words “, which Permitted Liens shall, if so 

determined by the Borrower, be senior to the Liens on the Collateral securing the 

Obligations and the obligations under the VEBA Note Facility”. 

18. Amendments to Section 6.13 of the Credit Agreement (Restrictions 

on Pension Plans). Section 6.13 of the Credit Agreement is hereby amended by (i) 

deleting from clause (a) of Section 6.13 the words “During the Relevant Period, and 

except” and adding in lieu thereof the word “Except”, (ii) deleting the second sentence in 

clause (b) of Section 6.13 in its entirety, and (iii) deleting clause (c) of Section 6.13 in its 

entirety. 

19. Conditions to Effectiveness. This Amendment shall become 

effective upon the date (the “Sixth Amendment Effective Date”) on which the Lender 

shall have received this Amendment, executed and delivered by a duly authorized officer 

of the Borrower. 

20. Representations and Warranties. The Borrower hereby represents 

and warrants to the Lender that (before and after giving effect to this Amendment), as of 

the date of execution of this Amendment: 

(a) Each Loan Party has all necessary corporate or other power, 

authority and legal right to execute, deliver and perform its obligations under this 

Amendment and the Acknowledgment and Consent to which it is a party. Subject 

to the terms thereof, the execution, delivery and performance by each Loan Party 

of this Amendment and the Acknowledgment and Consent to which it is a party 

has been duly authorized by all necessary corporate or other action on its part. 

This Amendment and the Acknowledgment and Consent have been duly and 

validly executed and delivered by each Loan Party party thereto and constitutes a 

legal, valid and binding obligation of all of the Loan Parties party thereto, 

enforceable against such Loan Parties in accordance with its terms, except as 

enforceability may be limited by applicable bankruptcy, insolvency, 

reorganization, moratorium or similar laws affecting the enforcement of creditors’ 

rights generally and by general equitable principles (whether enforcement is 

sought by proceedings in equity or at law). No authorizations, approvals or 

consents of, and no filings or registrations with, any Governmental Authority, or 

any other Person, are necessary for the execution, delivery or performance by 

each Loan Party of this Amendment and the Acknowledgment and Consent for 

the legality, validity or enforceability hereof and thereof. 
US_ACTIVE:\43352306\09\64946.0007 7 

(b) The execution and delivery of the Amendment will not (a) conflict 

with or result in a breach of (i) the charter, by laws, certificate of incorporation, 

operating agreement or similar organizational document of any Loan Party, (ii) 

any Requirement of Law, (iii) any Applicable Law, rule or regulation, or any 

order, writ, injunction or decree of any Governmental Authority, (iv) any material 

Contractual Obligation to which any Loan Party is a party or by which any of 

them or any of their Property is bound or to which any of them or any of their 

Property is subject, or (b) constitute a default under any material Contractual 

Obligation to which any Loan Party is a party or by which any of them or any of 

their Property is bound or to which any of them or any of their Property is subject, 

or (c) (except for Permitted Liens) result in the creation or imposition of any Lien 

upon any property of any Loan Party, pursuant to the terms of any such agreement 

or instrument. 

(c) After giving effect to this Amendment, no Default or Event of 

Default has occurred and is continuing, or will result from the consummation of 

the transactions contemplated by this Amendment. 

21. Limited Effect. Except as expressly provided hereby, all of the 

terms and provisions of the Credit Agreement and the other Loan 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 

Credit Agreement or the other Loan 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 Borrower or 

the Guarantors that would require the waiver or consent of the Lender. 

22. GOVERNING LAW. THIS AMENDMENT SHALL BE 

GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE 

WITH, THE LAWS OF THE STATE OF NEW YORK. 

23. Miscellaneous. This Amendment may be executed by one or more 

of the parties to this Amendment on any number of separate counterparts, and all of said 

counterparts taken together shall be deemed to constitute one and the same instrument. 

Copies of this Amendment signed by all parties hereto and thereto shall be lodged with 

the Borrower and the Lender. This Amendment may be delivered by facsimile or other 

electronic transmission of the relevant signature pages hereof. 

[Signature Pages Follow]


US_ACTIVE:\43356853\12\64946 0007 

 DEPARTMENT OF THE TREASURY WASHINGTON, D.C. 20220 

April 20, 2010 

General Motors Company 

300 Renaissance Center 

Detroit, Michigan 48265-3000 

Attn: Chief Financial Officer 

Telecopy: (313) 667-4605 

General Motors Company 

767 Fifth Avenue, 14th Floor 

New York, New York 10153 

Attention: Treasurer 

Telecopy: (212) 418-3630 

Re: Pay-Off Letter

Ladies and Gentlemen: 

Reference is made to the $7,072,488,605 Second Amended and Restated Secured 

Credit Agreement, dated as of August 12, 2009 (as amended by (i) the First Amendment to 

Second Amended and Restated Secured Credit Agreement dated as of September 2, 2009, but 

effective as of September 1, 2009, (ii) the Second Amendment to Second Amended and Restated 

Secured Credit Agreement dated as of October 6, 2009, (iii) the Assignment and Assumption 

Agreement and Third Amendment to Second Amended and Restated Secured Credit Agreement 

dated as of October 19, 2009, (iv) the Fourth Amendment to Second Amended and Restated 

Secured Credit Agreement dated as of November 13, 2009, (v) the Fifth Amendment to Second 

Amended and Restated Secured Credit Agreement dated as of January 22, 2010 and (vi) the 

Sixth Amendment to Second Amended and Restated Secured Credit Agreement dated as of April 

9, 2010, and as further amended, restated, replaced, supplemented or otherwise modified from 

time to time, the “Credit Agreement”) among General Motors Holdings LLC (together with its 

successors and assigns, the “Borrower”), the guarantors party thereto (together with their 

successors and assigns, the “Guarantors”) and The United States Department of the Treasury (the 

“Lender”). Capitalized terms used herein and not otherwise defined have the meanings assigned 

to such terms in the Credit Agreement. 

The Borrower has informed the Lender that it intends to (i) pay in full all of the 

outstanding Obligations under the Credit Agreement and the other Loan Documents, (ii) 

terminate the Obligations of the Borrower and the other Loan Parties under the Loan Documents 

and (iii) obtain the release of the Liens granted by the Borrower and the other Loan Parties to the 

Lender pursuant to any of the Loan Documents. On April 20, 2010, the Obligations will consist 

of the items, and are in the amounts, specified on Schedule A hereto (collectively, the “Payoff 
US_ACTIVE:\43356853\12\64946 0007 2 

Amount”). Based on the terms and subject to the conditions contained herein, including that this 

letter agreement shall have become effective as provided in paragraph 4 below, the Lender 

agrees that the Payoff Amount shall constitute payment in full of all principal, interest, fees and 

other Obligations owed to the Lender under the Credit Agreement and the other Loan 

Documents. 

1. Payment to Lender. On April 20, 2010, the Borrower shall pay to the 

Lender by wire transfer, in same day funds, the full amount of the Payoff Amount to the 

following account: 

Bank: 

ABA: 

Account #: 

Beneficiary: 

If the Payoff Amount is received by the Lender after 3:00 p.m. (New York City 

time) on April 21, 2010, per diem interest in the amount of $909,373.89 shall be payable for each 

day after April 21, 2010 through the date of payment. 

2. Termination and Release of Liens and Guaranties. The Lender agrees 

that, immediately upon the effectiveness of this letter agreement in accordance with paragraph 4

below, (i) without further action required by any party, all Obligations shall be deemed paid and 

satisfied in full, and of no further force or effect and (ii) without further action required by any 

party, all guaranties, security interests and Liens held by or for the benefit of the Lender under 

the Loan Documents shall be terminated and released. 

3. Further Assurances. The Lender agrees that at any time and from time to 

time following the effectiveness of this letter agreement in accordance with paragraph 4 below, 

it will promptly execute and deliver to the Borrower all terminations and other instruments 

reasonably requested by the Borrower or any other Loan Party in order to release any and all 

interests the Lender may have in the assets of the Borrower or any of the Loan Parties pursuant 

to any of the Loan Documents; provided that such terminations and instruments are in form and 

substance reasonably satisfactory to the Lender and prepared and filed at the Borrower’s 

expense. The Lender hereby authorizes the Borrower or any of the other Loan Parties from time 

to time following the effectiveness of this letter agreement in accordance with paragraph 4 

below to file termination statements and other instruments in form and substance reasonably 

satisfactory to the Lender in order to evidence the release granted hereby. 

4. Effectiveness. This letter agreement shall be effective upon (i) each of the 

Borrower’s and each Guarantor’s written agreement to the terms and conditions hereof by 

signing in the appropriate space indicated below and (ii) receipt by the Lender on the date hereof 

of payment in full, in same day funds, of the Payoff Amount. 

5. Surviving Obligations. Nothing in this letter shall be deemed to release 

the Borrower from the obligations under the Credit Agreement that, in accordance with the terms 

thereof, expressly survive the repayment in full and termination of the Obligations. 
US_ACTIVE:\43356853\12\64946 0007 3 

6. WAIVER OF JURY TRIAL. THE PARTIES HERETO WAIVE ALL 

RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR 

DEFEND ANY RIGHTS UNDER THIS LETTER AGREEMENT AND ANY DOCUMENT 

EXECUTED IN CONNECTION HEREWITH. 

7. Governing Law. This letter agreement and the rights and obligations of 

the parties hereto and thereto shall be governed by, and construed and interpreted in accordance 

with, the law of the State of New York. 

8. Counterparts. This letter agreement may be executed in identical 

counterparts, each of which shall be deemed to be an original and all of which together shall be 

deemed to constitute one and the same instrument. Delivery of an executed counterpart of a 

signature page to this letter by facsimile, “PDF” or other electronic transmission shall be 

effective as delivery of an original counterpart of this letter. 

[Signature page follows] 

 

 

 

 

 

 

 

 
 

 

 

 


US_ACTIVE:\43356853\12\64946 0007 

Schedule A 

Payoff Amount 

OBLIGATION: AMOUNT: 

 

Principal: $4,676,779,985.75 

Interest (accrued through April 21): $8,184,364.98 

 

Total: $4,684,964,350.73 

 





JUL 01 2010 19:02 FR R55T TRER5URER 212 418 3595 TO 12482574595

Very truly yours,

P.03/04

GENERAL MOTORS HOLDINGS LLC

By:~A ~i:1harib Ramdev

Title: Assistant Treasurer

[Signature Page to Letter Awcemetll]
ACCEPTED AND AGREED

as of the date first written above:

THE UNITED STATES DEPARTMENT

OF THE TREASURY

Name:

BY~~ David N. Miller

Title: Chief Investment Officer

[Signature Page to GM 2nd AR SeA Leiter Agreement]