[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

WARRANT AGREEMENT 

THIS AGREEMENT, dated as of this 31st day of December, 2008, by and between 

General Motors Corporation (the “Borrower”) and the United States Department of the Treasury

(the “Lender”).

WHEREAS, the Borrower has entered into a Loan and Security Agreement, dated as of 

the date hereof (the “Loan and Security Agreement”), with the Lender pursuant to which the 

Lender has agreed, subject to the terms and conditions of such Loan and Security Agreement, to 

provide financing to the Borrower; 

WHEREAS, as additional consideration for the Lender to enter into the Loan and 

Security Agreement, the Borrower has agreed to issue a warrant to purchase common stock of 

the Borrower (the “Warrant”) to the Lender in the form attached hereto as Exhibit A; 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of 

which are hereby acknowledged, the parties hereto hereby agree as follows: 

Article I 

Issuance of Warrants; Additional Note; Closing 

1.1 Issuance. On the terms and subject to the conditions set forth in this Agreement, 

the Borrower agrees to issue to the Lender, on the Closing Date (as hereinafter defined), the 

Warrant.

1.2 Number of Shares; Exercise Price. The holder of the Warrant is entitled, upon the 

terms and subject to the conditions set forth in the Warrant and hereinafter set forth, to acquire 

from the Borrower, pursuant to the Warrant, in whole or in part, after the receipt of all applicable 

Regulatory Approvals (as defined in the Warrant), if any, up to an aggregate of the number of 

fully paid and nonassessable shares of the common stock of the Borrower (the “Common Stock”)

equal to 20% of the Maximum Loan Amount (as defined in the Loan and Security Agreement) 

divided by the 15 day trailing average closing price per share of the Common Stock on the New 

York Stock Exchange determined as of December 2, 2008 (the “Exercise Price”); provided that 

the number of shares of Common Stock issuable upon exercise of the Warrant will be capped at 

19.99% of the issued and outstanding Common Stock of the Borrower as of the Closing Date, 

before giving effect to the exercise of the Warrant (the “Warrant Limit”). The number of shares 

of Common Stock issuable upon exercise of the Warrant (the “Warrant Shares”) and the 

Exercise Price are subject to adjustment as provided in the Warrant, and all references to 

“Common Stock,” “Warrant Shares” and “Exercise Price” herein, shall be deemed to include any 

such adjustment or series of adjustments. 
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1.3 Additional Note.

(a) In the event that the Warrant Limit reduces the number of shares of 

Common Stock issuable to the Lender, the Lender shall receive an additional note, 

substantially in the form of Exhibit B hereto, dated the Closing Date, payable to the 

Lender in a principal amount equal to 6.67% of the Maximum Loan Amount less a sum 

equal to one-third of the number of Warrant Shares times the Exercise Price per share, 

and otherwise duly completed (“Additional Note”). The Lender shall have the right to 

have the Additional Note subdivided, by exchange for promissory notes of lesser 

denominations or otherwise. 

(b) The Borrower shall repay in full the aggregate amount outstanding on the 

Additional Note on December 30, 2011 (the “Expiration Date”). The Additional Note 

shall bear interest on the unpaid principal amount thereof at a rate per annum equal to 

LIBOR plus 3.00%, payable in arrears (i) on the last Business Day of each calendar 

quarter, commencing with the first calendar quarter in 2009 (each an “Interest Payment 

Date”) and (ii) on payment or prepayment of the Additional Note, in whole or in part,

provided that interest accruing pursuant to paragraph (c) of this Section shall be payable 

from time to time on demand. “LIBOR” shall mean the greater of (a) 2.00% and (b) the 

rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for 

eurodollar deposits for a period equal to three months appearing on Reuters Screen 

LIBOR01 Page or if such rate ceases to appear on Reuters Screen LIBOR01 Page, on any 

other service providing comparable rate quotations at approximately 11:00 a.m., London 

time. LIBOR shall be determined on the Closing Date and reset on each Interest Payment 

Date.

(c) If all or a portion of this Additional Note, any payment on this Additional 

Note or any other amount payable hereunder shall not be paid when due, or if the 

Borrower or its subsidiaries shall default under, or fail to perform as required under, or 

shall otherwise materially breach the terms of any instrument, agreement or contract for 

indebtedness between the Borrower, on the one hand, and the Lender on the other 

(provided, however, that the aggregate amount of all such indebtedness exceeds 

$100,000,000), all accrued interest, principal and other amounts owning hereunder shall 

immediately be due and payable, and such amount shall bear interest at a rate equal to the 

Post-Default Rate, in each case from the date of such non-payment until such amount is 

paid in full. The “Post-Default Rate” shall mean a rate per annum during the period from 

and including the due date to but excluding the date on which such amount is paid in full 

equal to 5.00% per annum, plus (a) the interest rate otherwise applicable to the Additional 

Note, or (b) if no interest rate is otherwise applicable, the sum of (i) LIBOR plus (ii) 

3.00%.

(d) The Additional Note is prepayable without premium or penalty, in whole 

or in part on at any time, in accordance herewith and subject to paragraph (e) below. Any 

amounts prepaid shall be applied (i) first, to pay any indemnity obligations owed to the 

Lender, (ii) second, to pay accrued and unpaid interest and (iii) third, to repay the 

outstanding principal amount of the Additional Note until paid in full. Amounts repaid 

may not be reborrowed. If the Borrower intends to prepay the Additional Note in whole 

or in part from any source, the Borrower shall give two Business Days’ prior written 
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notice thereof to the Lender. If such notice is given, the amount specified in such notice 

shall be due and payable on the date specified therein, together with accrued interest to 

such date on the amount prepaid. 

(e) In connection with each prepayment, other than on an Interest Payment 

Date, the Borrower shall indemnify the Lender and hold the Lender harmless from any 

actual loss or expense which the Lender may sustain or incur arising from (i) the reemployment of funds obtained by the Lender to maintain the Additional Note hereunder 

or (ii) fees payable to terminate the deposits from which such funds were obtained, in 

either case, which actual loss or expense shall be equal to an amount equal to the excess, 

as reasonably determined by the Lender, of (x) its cost of obtaining funds for such 

Additional Note for the period from the date of such payment through the next Interest 

Payment Date over (y) the amount of interest likely to be realized by the Lender in 

redeploying the funds not utilized by reason of such payment for such period. This 

Section 1.3 shall survive termination of this Warrant Agreement and any payment of the 

Additional Note. 

1.4 Closing.

(a) On the terms and subject to the conditions set forth in this Agreement, the 

closing of the issuance of the Warrants (the “Closing”) will take place at the location 

specified in Schedule A, at the time and on the date set forth in Schedule A or as soon as 

practicable thereafter, or at such other place, time and date as shall be agreed between the 

Borrower and the Lender. The time and date on which the Closing occurs is referred to in 

this Agreement as the “Closing Date”.

(b) Subject to the fulfillment or waiver of the conditions to the Closing in this 

Section 1.3, at the Closing the Borrower will deliver the Warrant as evidenced by one or 

more certificates dated the Closing Date and bearing appropriate legends as hereinafter 

provided for, and, if applicable, the Additional Note, in consideration for the Lender 

entering into the Loan and Security Agreement. 

Article II 

Representations and Warranties of the Borrower 

2.1 The Warrant and Warrant Shares. The Warrant has been duly authorized and, 

when executed and delivered as contemplated hereby, will constitute a valid and legally binding 

obligation of the Borrower enforceable against the Borrower in accordance with its terms, except 

as the same may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting the enforcement of creditors’ rights generally and general equitable 

principles, regardless of whether such enforceability is considered in a proceeding at law or in 

equity (“Bankruptcy Exceptions”). The Warrant Shares have been duly authorized and reserved 

for issuance upon exercise of the Warrant and when so issued in accordance with the terms of the 

Warrant will be validly issued, fully paid and non-assessable. 

2.2 Authorization, Enforceability.

(a) The Borrower has the corporate power and authority to execute and 

deliver the Warrant and to carry out its obligations thereunder (which includes the 
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issuance of the Warrant and Warrant Shares). The execution, delivery and performance 

by the Borrower of the Warrant and the consummation of the transactions contemplated 

thereby have been duly authorized by all necessary corporate action on the part of the 

Borrower and its stockholders, and no further approval or authorization is required on the 

part of the Borrower. This Agreement is a valid and binding obligation of the Borrower 

enforceable against the Borrower in accordance with its terms, subject to the Bankruptcy 

Exceptions. 

(b) The execution, delivery and performance by the Borrower of the Warrant 

and the consummation of the transactions contemplated thereby and compliance by the 

Borrower with the provisions thereof, will not, subject to Section 4.4(a)(vi) hereof and 

except as set forth in Schedule 2.2(b) hereto, (A) violate, conflict with, or result in a 

breach of any provision of, 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 termination of, or 

accelerate the performance required by, or result in a right of termination or acceleration 

of, or result in the creation of, any lien, security interest, charge or encumbrance upon 

any of the properties or assets of the Borrower or any Borrower Subsidiary under any of 

the terms, conditions or provisions of (i) its organizational documents or (ii) any note, 

bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or 

obligation to which the Borrower or any Borrower Subsidiary is a party or by which it or 

any Borrower Subsidiary may be bound, or to which the Borrower or any Borrower 

Subsidiary or any of the properties or assets of the Borrower or any Borrower Subsidiary 

may be subject, or (B) subject to compliance with the statutes and regulations referred to 

in the next paragraph, violate any statute, rule or regulation or any judgment, ruling, 

order, writ, injunction or decree applicable to the Borrower or any Borrower Subsidiary 

or any of their respective properties or assets except, in the case of clauses (A)(ii) and 

(B), for those occurrences that, individually or in the aggregate, have not had and would 

not reasonably be expected to have a Borrower Material Adverse Effect. 

(c) Other than any current report on Form 8-K required to be filed with the 

Securities and Exchange Commission (the “SEC”), such filings and approvals as are 

required to be made or obtained under any state “blue sky” laws, and such as have been 

made or obtained, no notice to, filing with, exemption or review by, or authorization, 

consent or approval of, any Governmental Entity is required to be made or obtained by 

the Borrower in connection with the issuance of the Warrant or Warrant Shares except for 

any such notices, filings, exemptions, reviews, authorizations, consents and approvals the 

failure of which to make or obtain would not, individually or in the aggregate, reasonably 

be expected to have a Borrower Material Adverse Effect. The issuance of the Warrants 

and the Warrant Shares does not require the approval of the stockholders of the 

Borrower.

2.3 Anti-takeover Provisions and Rights Plan. The Board of Directors of the 

Borrower (the “Board of Directors”) has taken all necessary action to ensure that the transactions 

contemplated the Warrant and the consummation of the transactions contemplated thereby, 

including the exercise of the Warrant in accordance with its terms, will be exempt from any antitakeover or similar provisions of the Borrower’s Certificate of Incorporation, and any other 

provisions of any applicable “moratorium”, “control share”, “fair price”, “interested stockholder” 

or other anti-takeover laws and regulations of any jurisdiction. The Borrower has taken all 
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actions necessary to render any stockholders’ rights plan of the Borrower inapplicable to the 

Warrant and the consummation of the transactions contemplated thereby, including the exercise 

of the Warrant by the Lender in accordance with its terms. 

2.4 Offering of Securities. Neither the Borrower nor any person acting on its behalf 

has taken any action (including any offering of any securities of the Borrower) under 

circumstances which would require the integration of such offering with the offering of any of 

the Warrants or Warrant Shares under the Securities Act of 1933, as amended (“Securities Act”), 

and the rules and regulations of the SEC promulgated thereunder, which might subject the 

offering, issuance or sale of any of the Warrant or Warrant Shares to Lender pursuant to this 

Agreement to the registration requirements of the Securities Act. 

Article III 

Covenants

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions of this 

Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, 

or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or 

desirable, or advisable under applicable laws, so as to permit consummation of the transactions 

contemplated by this Agreement as promptly as practicable and otherwise to enable 

consummation of the transactions contemplated hereby and shall use commercially reasonable 

efforts to cooperate with the other party to that end. 

3.2 Expenses. Unless otherwise provided in this Agreement or the Warrant, each of 

the parties hereto will bear and pay all costs and expenses incurred by it or on its behalf in 

connection with the transactions contemplated under this Agreement and the Warrant, including 

fees and expenses of its own financial or other consultants, investment bankers, accountants and 

counsel.

3.3 Sufficiency of Authorized Common Stock; Exchange Listing. During the period 

from the Closing Date until the date on which the Warrant has been fully exercised, the 

Borrower shall at all times have reserved for issuance, free of preemptive or similar rights, a 

sufficient number of authorized and unissued Warrant Shares to effectuate such exercise. 

Nothing in this Section 3.3 shall preclude the Borrower from satisfying its obligations in respect 

of the exercise of the Warrant by delivery of shares of Common Stock which are held in the 

treasury of the Borrower. As soon as reasonably practicable following the Closing, the Borrower 

shall, at its expense, cause the Warrant Shares to be listed on the same national securities 

exchange on which the Common Stock is listed, subject to official notice of issuance, and shall 

maintain such listing for so long as any Common Stock is listed on such exchange. 

Article IV 

Additional Agreements 

4.1 Purchase for Investment. The Lender acknowledges that the Warrant and the 

Warrant Shares have not been registered under the Securities Act or under any state securities 

laws. The Lender (a) is acquiring the Warrant pursuant to an exemption from registration under 

the Securities Act solely for investment with no present intention to distribute them to any person 

in violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or 

otherwise dispose of the Warrant or any of the Warrant Shares, except in compliance with the 
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registration requirements or exemption provisions of the Securities Act and any applicable U.S. 

state securities laws, and (c) has such knowledge and experience in financial and business 

matters and in investments of this type that it is capable of evaluating the merits and risks of the 

purchase and of making an informed investment decision. 

4.2 Legends.

(a) (i) The Lender agrees that all certificates or other instruments 

representing the Warrant and the Warrant Shares will bear a legend substantially to the 

following effect: 

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR 

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT 

RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPLICABLE STATE 

SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION 

UNDER SUCH ACT OR SUCH LAWS.” 

(ii) The Lender agrees that all certificates or other instruments 

representing the Warrant will also bear a legend substantially to the following 

effect:

“THIS INSTRUMENT IS ISSUED SUBJECT TO THE PROVISIONS OF A WARRANT 

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE INVESTOR 

REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE ISSUER.” 

(b) In the event that any Warrant Shares (i) become registered under the 

Securities Act or (ii) are eligible to be transferred without restriction in accordance with 

Rule 144 or another exemption from registration under the Securities Act (other than 

Rule 144A), the Borrower shall issue new certificates or other instruments representing 

such Warrant Shares, which shall not contain the applicable legend in Section 4.2(a) 

above; provided that the Lender surrenders to the Borrower the previously issued 

certificates or other instruments. Upon Transfer of all or a portion of the Warrant in 

compliance with Section 4.3 below, the Borrower shall issue new certificates or other 

instruments representing the Warrant, which shall contain the applicable legends in 

Section 4.2(a) above; provided that the Lender surrenders to the Borrower the previously 

issued certificates or other instruments. 

4.3 Transfer of Warrant Shares; Restrictions on Exercise of the Warrant. Subject to 

compliance with applicable securities laws, the Lender shall be permitted to transfer, sell, assign 

or otherwise dispose of (“Transfer”) all or a portion of the Warrant Shares at any time, and the 

Borrower shall take all steps as may be reasonably requested by the Lender to facilitate the 

Transfer of the Warrant Shares. Notwithstanding anything to the contrary, as a condition to the 

effectiveness of each Transfer of the Warrant (in whole or in part), each Person to whom or 

which the Warrant is Transferred shall have agreed in writing with the Borrower that the Warrant 

shall remain subject to all rights provided under Section 4.6. 
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4.4 Registration Rights.

(a) Registration.

(i) Subject to the terms and conditions of this Agreement, the 

Borrower covenants and agrees that as promptly as practicable after the Closing 

Date (and in any event no later than 30 days after the Closing Date), the Borrower 

shall prepare and file with the SEC a Shelf Registration Statement covering all 

Registrable Securities (as defined in Section 4.4(k)) (or otherwise designate an 

existing Shelf Registration Statement filed with the SEC to cover the Registrable 

Securities), and, to the extent the Shelf Registration Statement has not theretofore 

been declared effective or is not automatically effective upon such filing, the 

Borrower shall use reasonable best efforts to cause such Shelf Registration 

Statement to be declared or become effective and to keep such Shelf Registration 

Statement continuously effective and in compliance with the Securities Act and 

usable for resale of such Registrable Securities for a period from the date of its 

initial effectiveness until such time as there are no Registrable Securities 

remaining (including by refiling such Shelf Registration Statement (or a new 

Shelf Registration Statement) if the initial Shelf Registration Statement expires). 

So long as the Borrower is a well-known seasoned issuer (as defined in Rule 405 

under the Securities Act) at the time of filing of the Shelf Registration Statement 

with the SEC, such Shelf Registration Statement shall be designated by the 

Borrower as an automatic Shelf Registration Statement. 

(ii) Any registration pursuant to Section 4.4(a)(i) shall be effected by 

means of a shelf registration on an appropriate form under Rule 415 under the 

Securities Act (as defined in Section 4.4(k)) (a “Shelf Registration Statement”). If 

the Lender or any other Holder intends to distribute any Registrable Securities by 

means of an underwritten offering it shall promptly so advise the Borrower and 

the Borrower shall take all reasonable steps to facilitate such distribution, 

including the actions required pursuant to Section 4.4(c); provided that the 

Borrower shall not be required to facilitate an underwritten offering of Registrable 

Securities unless the expected gross proceeds from such offering exceed an 

amount equal to (i) 2% of the market value of the Warrant if the market value of 

the Warrant on the date of issuance is less than $2 billion and (ii) $200 million if 

the market value of the Warrant on the date of issuance is equal to or greater than 

$2 billion. For purposes of this Section 4.4(a)(ii), “market value” per share of 

Common Stock shall be the last reported sale price of the Common Stock on the 

national securities exchange on which the Common Stock is listed or admitted to 

trading on the last trading day prior to the proposed transfer, and the “market 

value” for the Warrant (or any portion thereof) shall be (A) the market value per 

share of Common Stock into which the Warrant (or such portion thereof) is 

exercisable less the exercise price per share, times (B) the number of shares of 

Common Stock issuable upon exercise of the Warrant (or such portion thereof). 

The lead underwriters in any such distribution shall be selected by the Holders of 

a majority of the Registrable Securities to be distributed; provided that to the 

extent appropriate and permitted under applicable law, such Holders shall 
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consider the qualifications of any broker-dealer Affiliate of the Borrower in 

selecting the lead underwriters in any such distribution. 

(iii) The Borrower shall not be required to effect a registration 

(including a resale of Registrable Securities from an effective Shelf Registration 

Statement) or an underwritten offering pursuant to Section 4.4(a): (A) with 

respect to securities that are not Registrable Securities; or (B) if the Borrower has 

notified the Lender and all other Holders that in the good faith judgment of the 

Board of Directors, it would be materially detrimental to the Borrower or its 

securityholders for such registration or underwritten offering to be effected at 

such time, in which event the Borrower shall have the right to defer such 

registration for a period of not more than 45 days after receipt of the request of the 

Lender or any other Holder; provided that such right to delay a registration or 

underwritten offering shall be exercised by the Borrower (1) only if the Borrower 

has generally exercised (or is concurrently exercising) similar black-out rights 

against holders of similar securities that have registration rights and (2) not more 

than three times in any 12-month period and not more than 90 days in the 

aggregate in any 12-month period. 

(iv) If during any period when an effective Shelf Registration 

Statement is not available, the Borrower proposes to register any of its equity 

securities, other than a registration pursuant to Section 4.4(a)(i) or a Special 

Registration, and the registration form to be filed may be used for the registration 

or qualification for distribution of Registrable Securities, the Borrower will give 

prompt written notice to the Lender and all other Holders of its intention to effect 

such a registration (but in no event less than ten days prior to the anticipated filing 

date) and will include in such registration all Registrable Securities with respect to 

which the Borrower has received written requests for inclusion therein within ten 

business days after the date of the Borrower’s notice (a “Piggyback

Registration”). Any such person that has made such a written request may 

withdraw its Registrable Securities from such Piggyback Registration by giving 

written notice to the Borrower and the managing underwriter, if any, on or before 

the fifth business day prior to the planned effective date of such Piggyback 

Registration. The Borrower may terminate or withdraw any registration under this 

Section 4.4(a)(iv) prior to the effectiveness of such registration, whether or not 

Lender or any other Holders have elected to include Registrable Securities in such 

registration.

(v) If the registration referred to in Section 4.4(a)(iv) is proposed to be 

underwritten, the Borrower will so advise Lender and all other Holders as a part 

of the written notice given pursuant to Section 4.4(a)(iv). In such event, the right 

of Lender and all other Holders to registration pursuant to Section 4.4(a) will be 

conditioned upon such persons’ participation in such underwriting and the 

inclusion of such person’s Registrable Securities in the underwriting if such 

securities are of the same class of securities as the securities to be offered in the 

underwritten offering, and each such person will (together with the Borrower and 

the other persons distributing their securities through such underwriting) enter 

into an underwriting agreement in customary form with the underwriter or 
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underwriters selected for such underwriting by the Borrower; provided that the 

Lender (as opposed to other Holders) shall not be required to indemnify any 

person in connection with any registration. If any participating person disapproves 

of the terms of the underwriting, such person may elect to withdraw therefrom by 

written notice to the Borrower, the managing underwriters and the Lender (if the 

Lender is participating in the underwriting). 

(vi) If either (x) the Borrower grants “piggyback” registration rights to 

one or more third parties to include their securities in an underwritten offering 

under the Shelf Registration Statement pursuant to Section 4.4(a)(ii) or (y) a 

Piggyback Registration under Section 4.4(a)(iv) relates to an underwritten 

offering, and in either case the managing underwriters advise the Borrower that in 

their reasonable opinion the number of securities requested to be included in such 

offering exceeds the number which can be sold without adversely affecting the 

marketability of such offering (including an adverse effect on the per share 

offering price), the Borrower will include in such offering only such number of 

securities that in the reasonable opinion of such managing underwriters can be 

sold without adversely affecting the marketability of the offering (including an 

adverse effect on the per share offering price), which securities will be so 

included in the following order of priority: (A) first, in the case of a Piggyback 

Registration under Section 4.4(a)(iv), the securities the Borrower proposes to sell, 

(B) then the Registrable Securities of the Lender and all other Holders who have 

requested inclusion of Registrable Securities pursuant to Section 4.4(a)(ii) or 

Section 4.4(a)(iv), as applicable, pro rata on the basis of the aggregate number of 

such securities or shares owned by each such person and (C) lastly, any other 

securities of the Borrower that have been requested to be so included, subject to 

the terms of this Agreement; provided, however, that if the Borrower has, prior to 

the Closing Date, entered into an agreement (or committed to enter into an 

agreement, including as contemplated by the Settlement Agreement) with respect 

to its securities that is inconsistent with the order of priority contemplated hereby 

then it shall apply the order of priority in such conflicting agreement to the extent 

that it would otherwise result in a breach under such agreement. 

(b) Expenses of Registration. All Registration Expenses incurred in 

connection with any registration, qualification or compliance hereunder shall be borne by 

the Borrower. All Selling Expenses (as defined in Section 4.4(k)) incurred in connection 

with any registrations hereunder shall be borne by the holders of the securities so 

registered pro rata on the basis of the aggregate offering or sale price of the securities so 

registered.

(c) Obligations of the Borrower. The Borrower shall use its reasonable best 

efforts, for so long as there are Registrable Securities outstanding, to take such actions as 

are under its control to not become an ineligible issuer (as defined in Rule 405 under the 

Securities Act) and to remain a well-known seasoned issuer (as defined in Rule 405 under 

the Securities Act) if it has such status on the Closing Date or becomes eligible for such 

status in the future. In addition, whenever required to effect the registration of any 

Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an 
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effective Shelf Registration Statement, the Borrower shall, as expeditiously as reasonably 

practicable: 

(i) Prepare and file with the SEC a prospectus supplement with 

respect to a proposed offering of Registrable Securities pursuant to an effective 

registration statement, subject to Section 4.4(d), keep such registration statement 

effective and keep such prospectus supplement current until the securities 

described therein are no longer Registrable Securities. 

(ii) Prepare and file with the SEC such amendments and supplements 

to the applicable registration statement and the prospectus or prospectus 

supplement used in connection with such registration statement as may be 

necessary to comply with the provisions of the Securities Act with respect to the 

disposition of all securities covered by such registration statement. 

(iii) Furnish to the Holders and any underwriters such number of copies 

of the applicable registration statement and each such amendment and supplement 

thereto (including in each case all exhibits) and of a prospectus, including a 

preliminary prospectus, in conformity with the requirements of the Securities Act, 

and such other documents as they may reasonably request in order to facilitate the 

disposition of Registrable Securities owned or to be distributed by them. 

(iv) Use its reasonable best efforts to register and qualify the securities 

covered by such registration statement under such other securities or Blue Sky 

laws of such jurisdictions as shall be reasonably requested by the Holders or any 

managing underwriter(s), to keep such registration or qualification in effect for so 

long as such registration statement remains in effect, and to take any other action 

which may be reasonably necessary to enable such seller to consummate the 

disposition in such jurisdictions of the securities owned by such Holder; provided 

that the Borrower shall not be required in connection therewith or as a condition 

thereto to qualify to do business or to file a general consent to service of process 

in any such states or jurisdictions. 

(v) Notify each Holder of Registrable Securities at any time when a 

prospectus relating thereto is required to be delivered under the Securities Act of 

the happening of any event as a result of which the applicable prospectus, as then 

in effect, includes an untrue statement of a material fact or omits to state a 

material fact required to be stated therein or necessary to make the statements 

therein not misleading in light of the circumstances then existing. 

(vi) Give written notice to the Holders: 

(A) when any registration statement filed pursuant to Section 

4.4(a) or any amendment thereto has been filed with the SEC (except for 

any amendment effected by the filing of a document with the SEC 

pursuant to the Securities Exchange Act of 1934, as amended (“Exchange

Act”)) and when such registration statement or any post-effective 

amendment thereto has become effective; 
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(B) of any request by the SEC for amendments or supplements 

to any registration statement or the prospectus included therein or for 

additional information; 

(C) of the issuance by the SEC of any stop order suspending 

the effectiveness of any registration statement or the initiation of any 

proceedings for that purpose; 

(D) of the receipt by the Borrower or its legal counsel of any 

notification with respect to the suspension of the qualification of the 

Common Stock for sale in any jurisdiction or the initiation or threatening 

of any proceeding for such purpose; 

(E) of the happening of any event that requires the Borrower to 

make changes in any effective registration statement or the prospectus 

related to the registration statement in order to make the statements therein 

not misleading (which notice shall be accompanied by an instruction to 

suspend the use of the prospectus until the requisite changes have been 

made); and 

(F) if at any time the representations and warranties of the 

Borrower contained in any underwriting agreement contemplated by 

Section 4.4(c)(x) cease to be true and correct. 

(vii) Use its reasonable best efforts to prevent the issuance or obtain the 

withdrawal of any order suspending the effectiveness of any registration statement 

referred to in Section 4.4(c)(vi)(C) at the earliest practicable time. 

(viii) Upon the occurrence of any event contemplated by Section 

4.4(c)(v) or 4.4(c)(vi)(E), promptly prepare a post-effective amendment to such 

registration statement or a supplement to the related prospectus or file any other 

required document so that, as thereafter delivered to the Holders and any 

underwriters, the prospectus will not contain an untrue statement of a material fact 

or omit to state any material fact necessary to make the statements therein, in light 

of the circumstances under which they were made, not misleading. If the 

Borrower notifies the Holders in accordance with Section 4.4(c)(vi)(E) to suspend 

the use of the prospectus until the requisite changes to the prospectus have been 

made, then the Holders and any underwriters shall suspend use of such prospectus 

and use their reasonable best efforts to return to the Borrower all copies of such 

prospectus (at the Borrower’s expense) other than permanent file copies then in 

such Holders’ or underwriters’ possession. The total number of days that any such 

suspension may be in effect in any 12-month period shall not exceed 90 days. 

(ix) Use reasonable best efforts to procure the cooperation of the 

Borrower’s transfer agent in settling any offering or sale of Registrable Securities, 

including with respect to the transfer of physical stock certificates into book-entry 

form in accordance with any procedures reasonably requested by the Holders or 

any managing underwriter(s). 
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(x) If an underwritten offering is requested pursuant to Section 

4.4(a)(ii), enter into an underwriting agreement in customary form, scope and 

substance and take all such other actions reasonably requested by the Holders of a 

majority of the Registrable Securities being sold in connection therewith or by the 

managing underwriter(s), if any, to expedite or facilitate the underwritten 

disposition of such Registrable Securities, and in connection therewith in any 

underwritten offering (including making members of management and executives 

of the Borrower available to participate in “road shows”, similar sales events and 

other marketing activities), (A) make such representations and warranties to the 

Holders that are selling stockholders and the managing underwriter(s), if any, 

with respect to the business of the Borrower and its subsidiaries, and the Shelf 

Registration Statement, prospectus and documents, if any, incorporated or deemed 

to be incorporated by reference therein, in each case, in customary form, 

substance and scope, and, if true, confirm the same if and when requested, (B) use 

its reasonable best efforts to furnish the underwriters with opinions of counsel to 

the Borrower, addressed to the managing underwriter(s), if any, covering the 

matters customarily covered in such opinions requested in underwritten offerings, 

(C) use its reasonable best efforts to obtain “cold comfort” letters from the 

independent certified public accountants of the Borrower (and, if necessary, any 

other independent certified public accountants of any business acquired by the 

Borrower for which financial statements and financial data are included in the 

Shelf Registration Statement) who have certified the financial statements included 

in such Shelf Registration Statement, addressed to each of the managing 

underwriter(s), if any, such letters to be in customary form and covering matters 

of the type customarily covered in “cold comfort” letters, (D) if an underwriting 

agreement is entered into, the same shall contain indemnification provisions and 

procedures customary in underwritten offerings (provided that the Lender shall 

not be obligated to provide any indemnity), and (E) deliver such documents and 

certificates as may be reasonably requested by the Holders of a majority of the 

Registrable Securities being sold in connection therewith, their counsel and the 

managing underwriter(s), if any, to evidence the continued validity of the 

representations and warranties made pursuant to clause (i) above and to evidence 

compliance with any customary conditions contained in the underwriting 

agreement or other agreement entered into by the Borrower. 

(xi) Make available for inspection by a representative of Holders that 

are selling stockholders, the managing underwriter(s), if any, and any attorneys or 

accountants retained by such Holders or managing underwriter(s), at the offices 

where normally kept, during reasonable business hours, financial and other 

records, pertinent corporate documents and properties of the Borrower, and cause 

the officers, directors and employees of the Borrower to supply all information in 

each case reasonably requested (and of the type customarily provided in 

connection with due diligence conducted in connection with a registered public 

offering of securities) by any such representative, managing underwriter(s), 

attorney or accountant in connection with such Shelf Registration Statement. (xii) 

Use reasonable best efforts to cause all such Registrable Securities to be listed on 

each national securities exchange on which similar securities issued by the 

Borrower are then listed or, if no similar securities issued by the Borrower are 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

then listed on any national securities exchange, use its reasonable best efforts to 

cause all such Registrable Securities to be listed on such securities exchange as 

the Lender may designate. 

(xii) If requested by Holders of a majority of the Registrable Securities 

being registered and/or sold in connection therewith, or the managing 

underwriter(s), if any, promptly include in a prospectus supplement or amendment 

such information as the Holders of a majority of the Registrable Securities being 

registered and/or sold in connection therewith or managing underwriter(s), if any, 

may reasonably request in order to permit the intended method of distribution of 

such securities and make all required filings of such prospectus supplement or 

such amendment as soon as practicable after the Borrower has received such 

request.

(xiii) Timely provide to its security holders earning statements satisfying 

the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 

(d) Suspension of Sales. Upon receipt of written notice from the Borrower 

that a registration statement, prospectus or prospectus supplement contains or may 

contain an untrue statement of a material fact or omits or may omit to state a material fact 

required to be stated therein or necessary to make the statements therein not misleading 

or that circumstances exist that make inadvisable use of such registration statement, 

prospectus or prospectus supplement, the Lender and each Holder of Registrable 

Securities shall forthwith discontinue disposition of Registrable Securities until the 

Lender and/or Holder has received copies of a supplemented or amended prospectus or 

prospectus supplement, or until the Lender and/or such Holder is advised in writing by 

the Borrower that the use of the prospectus and, if applicable, prospectus supplement may 

be resumed, and, if so directed by the Borrower, the Lender and/or such Holder shall 

deliver to the Borrower (at the Borrower’s expense) all copies, other than permanent file 

copies then in the Lender and/or such Holder’s possession, of the prospectus and, if 

applicable, prospectus supplement covering such Registrable Securities current at the 

time of receipt of such notice. The total number of days that any such suspension may be 

in effect in any 12-month period shall not exceed 90 days. 

(e) Termination of Registration Rights. A Holder’s registration rights as to 

any securities held by such Holder (and its Affiliates (as defined in Section 5.7), partners, 

members and former members) shall not be available unless such securities are 

Registrable Securities. 

(f) Furnishing Information.

(i) Neither the Lender nor any Holder shall use any “free writing 

prospectus” (as defined in Rule 405) in connection with the sale of Registrable 

Securities without the prior written consent of the Borrower. 

(ii) It shall be a condition precedent to the obligations of the Borrower 

to take any action pursuant to Section 4.4(c) that Lender and/or the selling 

Holders and the underwriters, if any, shall furnish to the Borrower such 

information regarding themselves, the Registrable Securities held by them and the 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

intended method of disposition of such securities as shall be required to effect the 

registered offering of their Registrable Securities. 

(g) Indemnification.

(i) The Borrower agrees to indemnify each Holder and, if a Holder is 

a person other than an individual, such Holder’s officers, directors, employees, 

agents, representatives and Affiliates, and each Person (as herein defined), if any, 

that controls a Holder within the meaning of the Securities Act (each, an 

“Indemnitee”), against any and all losses, claims, damages, actions, liabilities, 

costs and expenses (including reasonable fees, expenses and disbursements of

attorneys and other professionals incurred in connection with investigating, 

defending, settling, compromising or paying any such losses, claims, damages, 

actions, liabilities, costs and expenses), joint or several, arising out of or based 

upon any untrue statement or alleged untrue statement of material fact contained 

in any registration statement, including any preliminary prospectus or final 

prospectus contained therein or any amendments or supplements thereto or any 

documents incorporated therein by reference or contained in any free writing 

prospectus (as such term is defined in Rule 405) prepared by the Borrower or 

authorized by it in writing for use by such Holder (or any amendment or 

supplement thereto); or any omission to state therein a material fact required to be 

stated therein or necessary to make the statements therein, in light of the 

circumstances under which they were made, not misleading; provided, that the 

Borrower shall not be liable to such Indemnitee in any such case to the extent that 

any such loss, claim, damage, liability (or action or proceeding in respect thereof) 

or expense arises out of or is based upon (A) an untrue statement or omission 

made in such registration statement, including any such preliminary prospectus or 

final prospectus contained therein or any such amendments or supplements 

thereto or contained in any free writing prospectus (as such term is defined in 

Rule 405) prepared by the Borrower or authorized by it in writing for use by such 

Holder (or any amendment or supplement thereto), in reliance upon and in 

conformity with information regarding such Indemnitee or its plan of distribution 

or ownership interests which was furnished in writing to the Borrower by such 

Indemnitee for use in connection with such registration statement, including any 

such preliminary prospectus or final prospectus contained therein or any such 

amendments or supplements thereto, or (B) offers or sales effected by or on behalf 

of such Indemnitee “by means of” (as defined in Rule 159A) a “free writing 

prospectus” (as defined in Rule 405) that was not authorized in writing by the 

Borrower.

(ii) If the indemnification provided for in Section 4.4(g)(i) is 

unavailable to an Indemnitee with respect to any losses, claims, damages, actions, 

liabilities, costs or expenses referred to therein or is insufficient to hold the 

Indemnitee harmless as contemplated therein, then the Borrower, in lieu of 

indemnifying such Indemnitee, shall contribute to the amount paid or payable by 

such Indemnitee as a result of such losses, claims, damages, actions, liabilities, 

costs or expenses in such proportion as is appropriate to reflect the relative fault 

of the Indemnitee, on the one hand, and the Borrower, on the other hand, in 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

connection with the statements or omissions which resulted in such losses, claims, 

damages, actions, liabilities, costs or expenses as well as any other relevant 

equitable considerations. The relative fault of the Borrower, on the one hand, and 

of the Indemnitee, on the other hand, shall be determined by reference to, among 

other factors, whether the untrue statement of a material fact or omission to state a 

material fact relates to information supplied by the Borrower or by the Indemnitee 

and the parties’ relative intent, knowledge, access to information and opportunity 

to correct or prevent such statement or omission; the Borrower and each Holder 

agree that it would not be just and equitable if contribution pursuant to this 

Section 4.4(g)(ii) were determined by pro rata allocation or by any other method 

of allocation that does not take account of the equitable considerations referred to 

in Section 4.4(g)(i). No Indemnitee guilty of fraudulent misrepresentation (within 

the meaning of Section 11(f) of the Securities Act) shall be entitled to 

contribution from the Borrower if the Borrower was not guilty of such fraudulent 

misrepresentation. 

(h) Assignment of Registration Rights. The rights of the Lender to registration 

of Registrable Securities pursuant to Section 4.4(a) may be assigned by the Lender to a 

transferee or assignee of Registrable Securities with a market value no less than an 

amount equal to (i) 2% of the market value of the Warrant if the market value of the 

Warrant on the date of issuance is less than $2 billion and (ii) $200 million if the market 

value of the Warrant on the date of issuance is equal to or greater than $2 billion; 

provided, however, the transferor shall, within ten days after such transfer, furnish to the 

Borrower written notice of the name and address of such transferee or assignee and the

number and type of Registrable Securities that are being assigned. For purposes of this 

Section 4.4(h), “market value” per share of Common Stock shall be the last reported sale 

price of the Common Stock on the national securities exchange on which the Common 

Stock is listed or admitted to trading on the last trading day prior to the proposed transfer, 

and the “market value” for the Warrant (or any portion thereof) shall be (A) the market 

value per share of Common Stock into which the Warrant (or such portion thereof) is 

exercisable less the exercise price per share, times (B) the number of shares of Common 

Stock issuable upon exercise of the Warrant (or such portion thereof). 

(i) Clear Market. With respect to any underwritten offering of Registrable 

Securities by the Lender or other Holders pursuant to this Section 4.4, the Borrower 

agrees not to effect (other than pursuant to such registration or pursuant to a Special 

Registration) any public sale or distribution, or to file any Shelf Registration Statement 

(other than such registration or a Special Registration) covering, in the case of an 

underwritten offering of Common Stock or Warrant Shares, any of its equity securities, 

or, in each case, any securities convertible into or exchangeable or exercisable for such 

securities, during the period not to exceed ten days prior and 60 days following the 

effective date of such offering or such longer period up to 90 days as may be requested 

by the managing underwriter for such underwritten offering. The Borrower also agrees to 

cause such of its directors and senior executive officers to execute and deliver customary 

lock-up agreements in such form and for such time period up to 90 days as may be 

requested by the managing underwriter. “Special Registration” means the registration of 

(A) equity securities and/or options or other rights in respect thereof solely registered on 

Form S-4 or Form S-8 (or successor form) or (B) shares of equity securities and/or 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

options or other rights in respect thereof to be offered to directors, members of 

management, employees, consultants, customers, lenders or vendors of the Borrower or 

its subsidiaries or in connection with dividend reinvestment plans. 

(j) Rule 144; Rule 144A. With a view to making available to the Lender and 

Holders the benefits of certain rules and regulations of the SEC which may permit the 

sale of the Registrable Securities to the public without registration, the Borrower agrees 

to use its reasonable best efforts to: 

(i) make and keep public information available, as those terms are 

understood and defined in Rule 144(c)(1) or any similar or analogous rule 

promulgated under the Securities Act, at all times after the Closing Date; 

(ii) (A) file with the SEC, in a timely manner, all reports and other 

documents required of the Borrower under the Exchange Act, and (B) if at any 

time the Borrower is not required to file such reports, make available, upon the 

request of any Holder, such information necessary to permit sales pursuant to 

Rule 144A (including the information required by Rule 144A(d)(4) under the 

Securities Act); 

(iii) so long as the Lender or a Holder owns any Registrable Securities, 

furnish to the Lender or such Holder forthwith upon request: a written statement 

by the Borrower as to its compliance with the reporting requirements of Rule 144 

under the Securities Act, and of the Exchange Act; a copy of the most recent 

annual or quarterly report of the Borrower; and such other reports and documents 

as the Lender or Holder may reasonably request in availing itself of any rule or 

regulation of the SEC allowing it to sell any such securities to the public without 

registration; and 

(iv) take such further action as any Holder may reasonably request, all 

to the extent required from time to time to enable such Holder to sell Registrable 

Securities without registration under the Securities Act. 

(k) As used in this Section 4.4, the following terms shall have the following 

respective meanings: 

(i) “Holder” means the Lender and any other holder of Registrable 

Securities to whom the registration rights conferred by this Agreement have been 

transferred in compliance with Section 4.4(h) hereof. 

(ii) “Holders’ Counsel” means one counsel for the selling Holders 

chosen by Holders holding a majority interest in the Registrable Securities being 

registered.

(iii) “Person” has the meaning given to it in Section 3(a)(9) of the 

Exchange Act and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act. 

(iv) “Register,” “registered,” and “registration” shall refer to a 

registration effected by preparing and (A) filing a registration statement in 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

compliance with the Securities Act and applicable rules and regulations 

thereunder, and the declaration or ordering of effectiveness of such registration 

statement or (B) filing a prospectus and/or prospectus supplement in respect of an 

appropriate effective registration statement on Form S-3. 

(v) “Registrable Securities” means (A) the Warrant (subject to Section 

4.4(p)) and (B) any equity securities issued or issuable directly or indirectly with 

respect to the securities referred to in the foregoing clause (A) by way of 

conversion, exercise or exchange thereof, including the Warrant Shares, or share 

dividend or share split or in connection with a combination of shares, 

recapitalization, reclassification, merger, amalgamation, arrangement, 

consolidation or other reorganization, provided that, once issued, such securities 

will not be Registrable Securities when (1) they are sold pursuant to an effective 

registration statement under the Securities Act, (2) except as provided below in 

Section 4.4(o), they may be sold pursuant to Rule 144 without limitation 

thereunder on volume or manner of sale, (3) they shall have ceased to be 

outstanding or (4) they have been sold in a private transaction in which the 

transferor’s rights under this Agreement are not assigned to the transferee of the 

securities. No Registrable Securities may be registered under more than one 

registration statement at any one time. 

(vi) “Registration Expenses” mean all expenses incurred by the 

Borrower in effecting any registration pursuant to this Agreement (whether or not 

any registration or prospectus becomes effective or final) or otherwise complying 

with its obligations under this Section 4.4, including all registration, filing and 

listing fees, printing expenses, fees and disbursements of counsel for the 

Borrower, blue sky fees and expenses, expenses incurred in connection with any 

“road show”, the reasonable fees and disbursements of Holders’ Counsel, and 

expenses of the Borrower’s independent accountants in connection with any 

regular or special reviews or audits incident to or required by any such 

registration, but shall not include Selling Expenses.

(vii) “Rule 144”, “Rule 144A”, “Rule 159A”, “Rule 405” and “Rule

415” mean, in each case, such rule promulgated under the Securities Act (or any 

successor provision), as the same shall be amended from time to time. 

(viii) “Selling Expenses” mean all discounts, selling commissions and 

stock transfer taxes applicable to the sale of Registrable Securities and fees and 

disbursements of counsel for any Holder (other than the fees and disbursements of 

Holders’ Counsel included in Registration Expenses).

(ix) “Settlement Agreement” means the Settlement Agreement, dated 

February 21, 2008 (as amended, modified, supplemented or replaced from time to 

time to implement the VEBA Modifications, between the Borrower, the 

International Union, United Automobile, Aerospace and Agricultural Implement 

Workers of America, and certain class representatives, on behalf of the class of 

plaintiffs in (1) the class action of Int’l Union, UAW, et al. v. General Motors 

Corp., Civil Action No. 07-14074 (E.D. Mich. filed Sept. 9, 2007) and/or (2) the 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

class action of UAW et al. v. General Motors Corp., No. 05-CV-73991, 2006 WL 

891151 (E.D. Mich. Mar. 31, 2006, aff’d, Int’l Union, UAW v. General Motors 

Corp., 497 F.3d 615 (6th Cir. 2007)) and the transactions, agreements and 

arrangements contemplated thereby and by similar agreements. 

(x) “VEBA” shall mean a voluntary employees’ beneficiary association 

authorized under Section 501(c)(9) of the Internal Revenue Code of 1986, as 

amended. 

(xi) “VEBA Modifications” shall mean provision by the Borrower and 

its subsidiaries of not less than one-half of the value of each future payment or 

contribution made by any of them to the VEBA account (or similar account) 

pursuant to the Settlement Agreement or other VEBA agreements in place as of 

December 31, 2008, in the form of the stock of the Borrower or one of its 

Subsidiaries, and the total value of any such payment or contribution, shall not 

exceed the amount of any such payment or contribution that was required for such 

time period under the collective bargaining agreement that applied as of 

December 19, 2008. 

(l) At any time, any holder of Securities (including any Holder) may elect to 

forfeit its rights set forth in this Section 4.4 from that date forward; provided, that a 

Holder forfeiting such rights shall nonetheless be entitled to participate under Section 

4.4(a)(iv) – (vi) in any Pending Underwritten Offering to the same extent that such 

Holder would have been entitled to if the holder had not withdrawn; and provided, 

further, that no such forfeiture shall terminate a Holder’s rights or obligations under 

Section 4.4(f) with respect to any prior registration or Pending Underwritten Offering. 

“Pending Underwritten Offering” means, with respect to any Holder forfeiting its rights 

pursuant to Section 4.4(l), any underwritten offering of Registrable Securities in which 

such Holder has advised the Borrower of its intent to register its Registrable Securities 

either pursuant to Section 4.4(a)(ii) or 4.4(a)(iv) prior to the date of such Holder’s 

forfeiture.

(m) Specific Performance. The parties hereto acknowledge that there would be 

no adequate remedy at law if the Borrower fails to perform any of its obligations under 

this Section 4.4 and that the Lender and the Holders from time to time may be irreparably 

harmed by any such failure, and accordingly agree that the Lender and such Holders, in 

addition to any other remedy to which they may be entitled at law or in equity, to the 

fullest extent permitted and enforceable under applicable law shall be entitled to compel 

specific performance of the obligations of the Borrower under this Section 4.4 in 

accordance with the terms and conditions of this Section 4.4. 

(n) No Inconsistent Agreements. The Borrower shall not, on or after the 

Closing Date, enter into any agreement with respect to its securities that may impair the 

rights granted to the Lender and the Holders under this Section 4.4 or that otherwise 

conflicts with the provisions hereof in any manner that may impair the rights granted to 

the Lender and the Holders under this Section 4.4. In the event the Borrower has, prior to 

the Closing Date, entered into any agreement (except for the Settlement Agreement) with 

respect to its securities that is inconsistent with the rights granted to the Lender and the 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

Holders under this Section 4.4 (including agreements that are inconsistent with the order 

of priority contemplated by Section 4.4(a)(vi)) or that may otherwise conflict with the 

provisions hereof, the Borrower shall use its reasonable best efforts to amend such 

agreements to ensure they are consistent with the provisions of this Section 4.4. 

(o) Certain Offerings by the Lender. In the case of any securities held by the 

Lender that cease to be Registrable Securities solely by reason of clause (2) in the 

definition of “Registrable Securities,” the provisions of Sections 4.4(a)(ii), clauses (iv), 

(ix) and (x)-(xii) of Section 4.4(c), Section 4.4(g) and Section 4.4(i) shall continue to 

apply until such securities otherwise cease to be Registrable Securities. In any such case, 

an “underwritten” offering or other disposition shall include any distribution of such 

securities on behalf of the Lender by one or more broker-dealers, an “underwriting 

agreement” shall include any purchase agreement entered into by such broker-dealers, 

and any “registration statement” or “prospectus” shall include any offering document 

approved by the Borrower and used in connection with such distribution. 

(p) Registered Sales of the Warrant. The Holders agree to sell the Warrant or 

any portion thereof under the Shelf Registration Statement only beginning 30 days after 

notifying the Borrower of any such sale, during which 30-day period the Lender and all 

Holders of the Warrant shall take reasonable steps to agree to revisions to the Warrant to 

permit a public distribution of the Warrant, including entering into a warrant agreement 

and appointing a warrant agent, in each case, subject to the provisions of Section 4.3. 

4.5 Voting of Warrant Shares. Notwithstanding anything in this Agreement to the

contrary, the Lender shall not exercise any voting rights with respect to the Warrant Shares. 

4.6 Repurchase of Securities.

(a) Following the repayment in whole of all loans made to the Borrower under 

the Loan and Security Agreement, the Borrower may repurchase, in whole or in part, at 

any time (i) any equity securities of the Borrower purchased by the Lender pursuant to 

this Agreement or the Warrant and then held by the Lender and (ii) the Warrant, upon 

notice given as provided in clause (b) below, at the Fair Market Value of the Warrant or 

such equity security, as applicable. 

(b) Notice of every repurchase of (a) equity securities of the Borrower held by 

the Lender or (b) the Warrant, shall be given at the address and in the manner set forth for 

such party in Section 5.6. Each notice of repurchase given to the Lender shall state: (i) the 

number and type of securities to be repurchased, (ii) the Board of Director’s 

determination of Fair Market Value of such securities and (iii) the place or places where 

certificates representing such securities are to be surrendered for payment of the 

repurchase price. The repurchase of the securities specified in the notice shall occur as 

soon as practicable following the determination of the Fair Market Value of the 

securities.

(c) As used in this Section 4.6, the following terms shall have the following 

respective meanings: 
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(i) “Appraisal Procedure” means a procedure whereby two 

independent appraisers, one chosen by the Borrower and one by the Lender, shall 

mutually agree upon the Fair Market Value. Each party shall deliver a notice to 

the other appointing its appraiser within 10 days after the Appraisal Procedure is 

invoked. If within 30 days after appointment of the two appraisers they are unable 

to agree upon the Fair Market Value, a third independent appraiser shall be 

chosen within 10 days thereafter by the mutual consent of such first two 

appraisers. The decision of the third appraiser so appointed and chosen shall be 

given within 30 days after the selection of such third appraiser. If three appraisers 

shall be appointed and the determination of one appraiser is disparate from the 

middle determination by more than twice the amount by which the other 

determination is disparate from the middle determination, then the determination 

of such appraiser shall be excluded, the remaining two determinations shall be 

averaged and such average shall be binding and conclusive upon the Borrower 

and the Lender; otherwise, the average of all three determinations shall be binding 

upon the Borrower and the Lender. The costs of conducting any Appraisal 

Procedure shall be borne by the Borrower. 

(ii) “Fair Market Value” means, with respect to the Warrant or any 

security, the fair market value of the Warrant or such security as determined by 

the Board of Directors, acting in good faith in reliance on an opinion of a 

nationally recognized independent investment banking firm retained by the 

Borrower for this purpose and certified in a resolution to the Lender. If the Lender 

does not agree with the Board of Director’s determination, it may object in 

writing within 10 days of receipt of the Board of Director’s determination. In the 

event of such an objection, an authorized representative of the Lender and the 

chief executive officer of the Borrower shall promptly meet to resolve the 

objection and to agree upon the Fair Market Value. If the chief executive officer 

and the authorized representative are unable to agree on the Fair Market Value 

during the 10-day period following the delivery of the Lender’s objection, the 

Appraisal Procedure may be invoked by either party to determine the Fair Market 

Value by delivery of a written notification thereof not later than the 30th day after 

delivery of the Lender’s objection. 

Article V 

Miscellaneous 

5.1 Termination. This Agreement may be terminated at any time prior to the Closing: 

(a) by either the Lender or the Borrower in the event that any Governmental 

Entity shall have issued an order, decree or ruling or taken any other action restraining, 

enjoining or otherwise prohibiting the transactions contemplated by this Agreement and 

such order, decree, ruling or other action shall have become final and nonappealable; or 

(b) by the mutual written consent of the Lender and the Borrower. 

In the event of termination of this Agreement as provided in this Section 5.1, this Agreement 

shall forthwith become void and there shall be no liability on the part of either party hereto 
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except that nothing herein shall relieve either party from liability for any breach of this 

Agreement. 

5.2 Survival of Representations and Warranties. All covenants and agreements, other 

than those which by their terms apply in whole or in part after the Closing, shall terminate as of 

the Closing. The representations and warranties of the Borrower made herein or in any 

certificates delivered in connection with the Closing shall survive the Closing without limitation. 

5.3 Amendment. No amendment of any provision of this Agreement will be effective 

unless made in writing and signed by an officer or a duly authorized representative of each party; 

provided that the Lender may unilaterally amend any provision of this Agreement to the extent 

required to comply with any changes after the Closing Date in applicable federal statutes. No 

failure or delay by any party in exercising any right, power or privilege hereunder shall operate 

as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further 

exercise of any other right, power or privilege. The rights and remedies herein provided shall be 

cumulative of any rights or remedies provided by law. 

5.4 Waiver of Conditions. The conditions to each party’s obligation to consummate 

the transactions contemplated by this Agreement are for the sole benefit of such party and may 

be waived by such party in whole or in part to the extent permitted by applicable law. No waiver 

will be effective unless it is in a writing signed by a duly authorized officer of the waiving party 

that makes express reference to the provision or provisions subject to such waiver. 

5.5 Governing Law: Submission to Jurisdiction, Etc. This Agreement will be 

governed by and construed in accordance with the federal law of the United States if and to 

the extent such law is applicable, and otherwise in accordance with the laws of the State of 

New York applicable to contracts made and to be performed entirely within such State,

without regard to any rule of conflicts of law (other than Section 5-1401 of the New York 

General Obligations Law) that would result in the application of the substantive law of any 

jurisdiction other than the State of New York. Nothing in this Agreement shall require any 

unlawful action or inaction by either party. Each of the parties hereto hereby and 

irrevocably and unconditionally (a) submits for itself and its property in any legal action or 

proceeding relating to this Agreement, the Warrant or the transactions contemplated 

hereby or thereby, or for recognition and enforcement of any judgment in respect thereof, 

to the exclusive general jurisdiction and venue of any court of the State and County of New 

York, or in the United States District Court for the Southern District of New York; 

(b) consents that any such action or proceeding may be brought in such courts and, to the 

extent permitted by law, 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; (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 form of mail), postage 

prepaid, to its address set forth in Section 5.6 or at such other address of which the Lender 

shall have been notified; and (d) agrees that nothing herein shall affect the right to effect 

service of process in any other manner permitted by law or shall limit the right to sue in 

any other jurisdiction. To the fullest extent permitted by applicable law, each of the parties 

hereto hereby unconditionally waives any and all rights to trial by jury in any legal 
- 22 - 

[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

proceeding relating to this Agreement or the Warrant or the transactions contemplated 

hereby or thereby. 

5.6 Notices. Any notice, request, instruction or other communications provided for 

herein by any party to the other shall be given or made in writing (including, without limitation, 

by telecopy or Electronic Transmission) and will be deemed to have been duly given when 

transmitted by telecopier or Electronic Transmission or personally delivered or, in the case of a 

mailed notice, upon receipt, in each case given or addressed as provided herein. All notices to the 

Borrower shall be delivered as set forth in Schedule A, or pursuant to such other instruction as 

may be designated in writing by the Borrower to the Lender. All notices to the Lender shall be 

delivered as set forth below, or pursuant to such other instructions as may be designated in 

writing by the Lender to the Borrower. 

If to the Lender: 

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220

Attention: Assistant General Counsel (Banking and Finance) 

Facsimile: (202) 622-1974 

5.7 Definitions.

(a) When a reference is made in this Agreement to a subsidiary of a person, 

the term “subsidiary” means any corporation, partnership, joint venture, limited liability 

company or other entity (x) of which such person or a subsidiary of such person is a 

general partner or (y) of which a majority of the voting securities or other voting 

interests, or a majority of the securities or other interests of which having by their terms 

ordinary voting power to elect a majority of the board of directors or persons performing 

similar functions with respect to such entity, is directly or indirectly owned by such 

person and/or one or more subsidiaries thereof. 

(b) The term “Affiliate” means, with respect to any person, any person directly 

or indirectly controlling, controlled by or under common control with, such other person. 

For purposes of this definition, “control” (including, with correlative meanings, the terms 

“controlled by” and “under common control with”) when used with respect to any person, 

means the possession, directly or indirectly, of the power to cause the direction of 

management and/or policies of such person, whether through the ownership of voting 

securities by contract or otherwise. 

(c) The term “Borrower Material Adverse Effect” means a material adverse 

effect on the business, results of operation or financial condition of the Borrower and its 

consolidated subsidiaries taken as a whole. 

(d) The term “Borrower Subsidiary” means a subsidiary of the Borrower. 

(e) The term “Business Combination” means a merger, consolidation, 

statutory share exchange or similar transaction that requires the approval of the 

Borrower’s stockholders. 
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[TPW: NYLEGAL:792372.2] 21495-00001 01/06/2009 06:42 PM

(f) The term “Electronic Transmission” shall mean delivery of information by 

electronic mail, facsimile or other electronic format acceptable to the Lender. An 

Electronic Transmission shall be considered written notice for all purposes hereof. 

(g) The term “Governmental Entity” means any United States and other 

governmental, regulatory or judicial authority. 

5.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor 

liability arising hereunder or by reason hereof shall be assignable by any party hereto without the 

prior written consent of the other party, and any attempt to assign any right, remedy, obligation 

or liability hereunder without such consent shall be void, except (a) an assignment, in the case of 

a Business Combination where such party is not the surviving entity, or a sale of substantially all 

of its assets, to the entity which is the survivor of such Business Combination or the purchaser in 

such sale or (b) as otherwise provided in Section 4.4. 

5.9 Severability. If any provision of this Agreement or the Warrant, or the application 

thereof to any person or circumstance, is determined by a court of competent jurisdiction to be 

invalid, void or unenforceable, the remaining provisions hereof, or the application of such 

provision to persons or circumstances other than those as to which it has been held invalid or 

unenforceable, will remain in full force and effect and shall in no way be affected, impaired or 

invalidated thereby, so long as the economic or legal substance of the transactions contemplated 

hereby is not affected in any manner materially adverse to any party. Upon such determination, 

the parties shall negotiate in good faith in an effort to agree upon a suitable and equitable 

substitute provision to effect the original intent of the parties. 

5.10 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or

implied, is intended to confer upon any person or entity other than the Borrower and the Lender 

any benefit, right or remedies, except that the provisions of Section 4.4 shall inure to the benefit 

of the persons referred to in that Section. 

* * *
NY2:\1950075\11\15S_R11!.DOC\72240.0633 

[TPW: NYLEGAL:792372.2] 21495-00001 01/02/2009 12:36 PM

EXHIBIT A

FORM OF WARRANT 

[SEE ATTACHED] 
EXHIBIT B

FORM OF ADDITIONAL NOTE 

$748,557,640

December 31, 2008 Washington, District of Columbia 

FOR VALUE RECEIVED, GENERAL MOTORS CORPORATION, a Delaware 

corporation (the “Borrower”), hereby promises to pay to the order of the UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”), at the principal office of the Lender in 

Washington, D.C. in lawful money of the United States, and in immediately available funds, the 

principal sum of $748,557,640 on December 31, 2011, and to pay interest on the unpaid principal 

amounts of such principal sum, at such office, in like money and funds, for the period commencing on 

December 31, 2008 until such principal sum is paid in full, at the rate per annum equal to LIBOR plus 

3.00%, payable in arrears (i) on the last Business Day of each calendar quarter, commencing with the 

first calendar quarter in 2009 (each an “Interest Payment Date”) and (ii) on payment or prepayment of 

the Additional Note, in whole or in part, in the amount of interest accrued on the amount paid or 

prepaid. “LIBOR” shall mean the greater of (a) 2.00% and (b) the rate (adjusted for statutory reserve 

requirements for eurocurrency liabilities) for eurodollar deposits for a period equal to three months 

appearing on Reuters Screen LIBOR01 Page or if such rate ceases to appear on Reuters Screen 

LIBOR01 Page, on any other service providing comparable rate quotations at approximately 11:00 a.m., 

London time. LIBOR shall be determined on December 31, 2008 and reset on each Interest Payment 

Date. 

The date, amount and interest rate of each such principal payment made by the Lender to 

the Borrower, and each payment made on account of the principal thereof, shall be recorded by the 

Lender on its books and, prior to any transfer of this Additional Note, endorsed by the Lender on a 

schedule to be attached hereto; provided, that the failure of the Lender to make any such recordation or 

endorsement shall not affect the obligations of the Borrower to make a payment when due of any 

amount owing under the Loan and Security Agreement dated as of December 31, 2008 (as amended, 

supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”) or 

hereunder. 

This Additional Note is the Additional Note referred to in the Warrant Agreement dated 

as of December 31, 2008 (as amended, supplemented or otherwise modified and in effect from time to 

time, the “Warrant Agreement”), between the Borrower and the United States Department of the 

Treasury, as Lender. 

The Borrower agrees to pay all the Lender’s costs of collection and enforcement 

(including reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this 

Additional Note when incurred, including, without limitation, reasonable attorneys’ fees through 

appellate proceedings. 

The Borrower hereby acknowledges, admits and agrees that the Borrower’s obligations 

under this Additional Note are recourse obligations of the Borrower to which the Borrower pledges its 

full faith and credit. 
The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence, 

presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this 

Additional Note, (b) expressly agree that this Additional Note, or any payment hereunder, may be 

extended from time to time, and consent to the release of any party primarily or secondarily liable hereon, and

(c) expressly agree that it will not be necessary for the Lender, in order to enforce payment of this 

Additional Note, to first institute or exhaust the Lender’s remedies against the Borrower or any other 

party liable hereon. No extension of time for the payment of this Additional Note, or any installment 

hereof, made by agreement by the Lender with any person now or hereafter liable for the payment of 

this Additional Note, shall affect the liability under this Additional Note of the Borrower, even if the 

Borrower is not a party to such agreement; provided, however, that the Lender and the Borrower, by 

written agreement between them, may affect the liability of the Borrower. 

Any reference herein to the Lender shall be deemed to include and apply to every 

subsequent holder of this Additional Note. 

If all or a portion of this Additional Note, any payment on this Additional Note or any fee 

or other amount payable hereunder shall not be paid when due, or if the Borrower or its subsidiaries 

shall default under, or fail to perform as required under, or shall otherwise materially breach the terms of 

any instrument, agreement or contract for indebtedness between the Borrower, on the one hand, and the 

Lender on the other (provided, however, that the aggregate amount of all such indebtedness exceeds 

$100,000,000), all accrued interest, principal and other amounts owning hereunder shall immediately be 

due and payable, and such amount shall bear interest at a rate equal to 5.00% per annum, plus (a) the 

interest rate otherwise applicable to the Additional Note, or (b) if no interest rate is otherwise applicable, 

the sum of (i) LIBOR plus (ii) 3.00%. (the “Post-Default Rate”), in each case from the date of such nonpayment until such amount is paid in full. This Additional Note is prepayable without premium or 

penalty, in whole or in part on at any time. Any amounts prepaid shall be applied (i) first, to pay any 

indemnity obligations owed to the Lender, (ii) second, to pay accrued and unpaid interest and (iii) third, 

to repay the outstanding principal amount of this Additional Note until paid in full. Amounts repaid may 

not be reborrowed. If the Borrower intends to prepay this Additional Note in whole or in part from any 

source, the Borrower shall give two Business Days’ prior written notice thereof to the Lender. If such 

notice is given, the amount specified in such notice shall be due and payable on the date specified 

therein, together with accrued interest to such date on the amount prepaid. 

Any enforcement action relating to this Note may be brought by motion for summary 

judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil Practice Law and 

Rules. The Borrower hereby irrevocably and unconditionally submits for itself and its property in any 

legal action or proceeding relating to this Note, or for recognition and enforcement of any judgment in 

respect thereof, to the exclusive general jurisdiction of any court of the State and county of New York, 

or in the United States District Court for the Southern District of New York. The Borrower consents 

that any such action or proceeding may be brought in such courts and, to the extent permitted by law, 

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. The Borrower 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 

form of mail), postage prepaid, to its address set forth in the Warrant Agreement or at such other address 

of which the Lender shall have been notified. The Borrower agrees that nothing in this Note shall affect 
the right to effect service of process in any other manner permitted by law or shall limit the right to sue 

in any other jurisdiction. 

Insofar as there may be no applicable Federal law, this Note shall be construed in 

accordance with the laws of the State of New York, without regard to any rule of conflicts of law (other 

than Section 5-1401 of the New York General Obligations Law) that would result in the application of 

the substantive law of any jurisdiction other than the State of New York. Nothing in this Note shall 

require any unlawful action or inaction by the Borrower. 

THIS NOTE HAS BEEN ISSUED WITH AN ORIGINAL ISSUE DISCOUNT (“OID”) 

FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF 

OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY 

WRITING TO THE BORROWER AT GENERAL MOTORS CORPORATION, 767 FIFTH 

AVENUE, NEW YORK, NEW YORK 10153. 

[Remainder of page intentionally left blank] 
[TPW: NYLEGAL:792372.2] 21495-00001 01/02/2009 12:36 PM

GENERAL MOTORS CORPORATION 

______________________________________ 

By: 

Name: 

Title: 
[TPW: NYLEGAL:792372.2] 21495-00001 01/02/2009 12:36 PM

SCHEDULE A

Location, Date and Time of the Closing: New York, December 31, 2008 

Address of the Borrower for the purpose of Section 5.6 of the Warrant Agreement: 

General Motors Corporation 

300 Renaissance Center 

Detroit, Michigan 48265-3000 

Attention: Chief Financial Officer 

Facsimile: 313-667-4605 

with copies to: 

Attention: Treasurer 

Facsimile: 212-418-3630 

 and 

General Counsel 

Facsimile: 248-267-4584 
[TPW: NYLEGAL:792372.2] 21495-00001 01/02/2009 12:36 PM

SCHEDULE 2.2(b) 

 

Information in this Schedule has been redacted at the request 

of General Motors Corporation 
DC1:\270034\04\5SCY04!.DOC\99980.0001

SCHEDULE A

(Guarantors) 

Name Form of Organization 

Jurisdiction of 

Organization 

████████████████ Limited Liability Company Delaware ████████████████ Corporation Delaware ████████████████ Corporation Delaware ████████████████ Corporation Delaware ████████████████ Corporation Delaware ████████████████ Corporation Delaware ████████████████ Limited Liability 

Company Delaware 

████████████████ Limited Liability 

Company Delaware 

████████████████ Limited Partnership Nevada ████████████████ Limited Liability 

Company Delaware 

████████████████ Limited Liability 

Company Delaware 

████████████████ Limited Liability 

Company Delaware 

████████████████ Corporation Delaware ████████████████ Corporation Delaware 

Information in this Schedule has been redacted at the request 

of General Motors Corporation
DC1:\270034\04\5SCY04!.DOC\99980.0001 

SCHEDULE B

OUTSTANDING ALLEGATIONS OF GM MATERIAL NON-COMPLIANCE WITH 

UNITED STATES ENVIRONMENTAL LAWS

Information in this Schedule has been redacted at the request of 

General Motors Corporation
DC1:\270034\04\5SCY04!.DOC\99980.0001 

GM U.S. OPERATING SITES WITH ONGOING HAZARDOUS MATERIAL 

INVESTIGATIONS AND/OR REMEDIATIONS

Information in this Schedule has been redacted at the request of 

General Motors Corporation
DC1:\270034\04\5SCY04!.DOC\99980.0001 

GM INACTIVE OR CLOSED U.S. SITES WITH ONGOING HAZARDOUS 

MATERIAL INVESTIGATION AND/OR REMEDIATION

Information in this Schedule has been redacted at the request of 

General Motors Corporation
[TPW: NYLEGAL:791297.9] 21495-00001 01/05/2009 08:29 PM 

ENVIRONMENTAL INDEMNITY AGREEMENT 

THIS ENVIRONMENTAL INDEMNITY AGREEMENT (this “Agreement”) made 

as of the 31st day of December, 2008, by GENERAL MOTORS CORPORATION, a Delaware 

corporation, having an office at 300 Renaissance Center, Detroit, MI 48265-3000 (“Borrower”), 

the entities identified on Schedule A annexed hereto, as may be amended from time to time to 

reflect the taking of a security interest in an Individual Property, each having an office either at 

Worldwide Real Estate, 200 Renaissance Center, Detroit, MI 48625 or the address set forth next 

to such entity on Schedule A (each of such entities being referred to, individually, as a 

“Guarantor”; Borrower and each Guarantor hereinafter referred to, individually and collectively, 

as the context may require, as “Indemnitor”), in favor of THE UNITED STATES 

DEPARTMENT OF THE TREASURY (“Indemnitee”) and other Indemnified Parties (defined 

below).

RECITALS: 

Indemnitee is prepared to make a loan (the “Loan”) to Borrower in the principal amount 

of THIRTEEN BILLION FOUR HUNDRED MILLION AND 00/100 DOLLARS 

($13,400,000,000.00) or so much thereof as may be advanced pursuant to that certain Loan and 

Security Agreement, dated as of the date hereof, between Borrower and Indemnitee (as the same 

may be amended, restated, replaced, supplemented or otherwise modified from time to time, the 

“Loan Agreement”), which Loan shall be evidenced by the Note (as defined in the Loan 

Agreement) and secured by, among other things, the Security Instruments (as herein defined). 

Indemnitee is unwilling to make the Loan unless Indemnitor agrees jointly and severally 

to provide the indemnification, representations, warranties, covenants and other matters 

described in this Agreement for the benefit of the Indemnified Parties. 

Indemnitor is entering into this Agreement to induce Indemnitee to make the Loan. 

AGREEMENT 

In order to induce the Indemnitee to make the Loan to Borrower, and in consideration of 

the substantial benefit each and every Indemnitor will derive from the Loan: 

ARTICLE 1 - DEFINITIONS 

Capitalized terms used herein and not specifically defined herein shall have the respective 

meanings ascribed to such terms in the Loan Agreement. As used in this Agreement, the 

following terms shall have the following meanings: 

“Environmental Law” means any present and future federal, state and local laws, statutes, 

ordinances, rules, regulations, standards and other legally binding governmental directives or 

requirements, as well as common law, that apply to any Indemnitor or any Individual Property 

and relate to Hazardous Materials, including, without limitation, the Comprehensive 

Environmental Response, Compensation and Liability Act and the Resource Conservation and 

Recovery Act. 
2

[TPW: NYLEGAL:791297.9] 21495-00001 01/05/2009 08:29 PM 

“Hazardous Materials” shall mean petroleum and petroleum products and compounds 

containing them, including gasoline, diesel fuel and oil; explosives, flammable materials; 

radioactive materials; soil vapors; polychlorinated biphenyls and compounds containing them; 

lead and lead-based paint; asbestos or asbestos-containing materials that is or could become 

friable; toxic mold; any substance the presence of which on any Individual Property is prohibited 

by any federal, state or local authority having jurisdiction over the environment; any substance 

that requires special handling due to its potential effect on the environment; and any other 

material or substance now or in the future defined as a “hazardous substance,” “hazardous 

material,” “hazardous waste,” “toxic substance,” “toxic pollutant,” “contaminant,” “pollutant” or 

other words of similar import within the meaning of any Environmental Law. 

“Indemnified Parties” means Indemnitee, any person or entity who is or will have been 

involved in the origination of the Loan, any person or entity who is or will have been involved in 

the servicing of the Loan, any person or entity in whose name the encumbrance created by any 

Security Instrument is or will have been recorded, persons and entities who may hold or acquire 

or will have held a full or partial interest in the Loan (including, but not limited to, custodians, 

trustees and other fiduciaries who hold or have held a full or partial interest in the Loan for the 

benefit of third parties) as well as the respective directors, officers, shareholders, partners, 

members, employees, agents, servants, representatives, contractors, subcontractors, affiliates, 

subsidiaries, participants, successors and assigns of any and all of the foregoing (including but 

not limited to any other person or entity who holds or acquires or will have held a participation 

or other full or partial interest in the Loan or any of the Properties (hereinafter defined), whether 

during the term of the Loan or as a part of or following a foreclosure of the Loan and including, 

but not limited to, any successors by merger, consolidation or acquisition of all or a substantial 

portion of Indemnitee’s assets and business). 

“Individual Property” shall mean each parcel of real property, the improvements thereon 

and all personal property owned by any Indemnitor and encumbered by a Security Instrument, 

together with all rights pertaining to such real property, improvements and personal property, as 

more particularly described in Article 1 of each Security Instrument and referred to therein as the 

“Property”.

“Legal Action” means any claim, suit or proceeding, whether administrative or judicial in 

nature.

“Losses” shall mean any and all claims, suits, liabilities (including, without limitation, 

strict liabilities), actions, proceedings, obligations, debts and all actual damages, losses, costs, 

expenses, fines, penalties, charges, fees, expenses, judgments, awards, amounts paid in 

settlement of whatever kind or nature (including, but not limited to, reasonable attorneys’ fees 

and other costs of defense). 

“Properties” shall mean, collectively, each and every Individual Property. 

“Release” and “Released” with respect to any Hazardous Materials means any release, 

deposit, discharge, emission, leaking, leaching, spilling, seeping, migrating, injecting, pumping, 

pouring, emptying, escaping, dumping or disposing of Hazardous Materials into the environment 

in excess of permit limits or reportable levels. 
3

[TPW: NYLEGAL:791297.9] 21495-00001 01/05/2009 08:29 PM 

“Responsible Environmental Person” shall mean, with respect to each Individual 

Property, any Person with direct knowledge and responsibility for monitoring environmental 

conditions and assuring compliance with Environmental Laws. 

“Security Instrument” shall mean, with respect to each Individual Property, that certain 

Mortgage (or Deed of Trust or Deed to Secure Debt, as applicable), Assignment of Leases and 

Rents, and Security Agreement (or similar instrument), executed and delivered by the applicable 

Indemnitor as security for the Loan and encumbering such Individual Property, as the same may 

be amended, restated, replaced, supplemented or otherwise modified from time to time. 

ARTICLE 2 - INDEMNIFICATION 

Section 2.1 Indemnification. Indemnitor covenants and agrees at its sole cost and 

expense, to protect, defend, indemnify, release and hold Indemnified Parties harmless from and 

against any and all Losses imposed upon or incurred by or asserted against any Indemnified 

Parties and arising out of or relating to any one or more of the following: (a) any presence of any 

Hazardous Materials at, on, or under any Individual Property; (b) any past or present Release of 

Hazardous Materials at, on, under or from any Individual Property; (c) any activity by any 

Indemnitor, any person or entity affiliated with any Indemnitor, and any tenant or other user of 

any Individual Property in connection with any actual use, treatment, storage, or Release, from 

the Properties of any Hazardous Materials or any remediation of any Hazardous Materials 

located in, under, or on any Individual Property, whether or not such remediation is voluntary or 

pursuant to court or administrative order, including but not limited to any removal, remedial or 

corrective action; (d) any past or present material non-compliance or violations of any 

Environmental Laws (or permits issued pursuant to any Environmental Law) in connection with 

any Individual Property or operations thereon, including but not limited to any failure by any 

Indemnitor, any person or entity affiliated with any Indemnitor, and any tenant or other user of 

any Individual Property to comply with any order of any Governmental Authority in connection 

with any Environmental Laws; (e) the imposition, recording or filing of any environmental lien 

encumbering any Individual Property; (f) any acts of any Indemnitor, any person or entity 

affiliated with any Indemnitor, and any tenant of any Individual Property in (i) arranging for 

disposal or treatment, or arranging with a transporter for transport for disposal or treatment, of 

Hazardous Materials at any facility or (ii) accepting any Hazardous Materials for transport to 

disposal or treatment facilities, or sites from which there is a Release, in either case, which 

causes the incurrence of costs for remediation, in, under, on or at an Individual Property; and (g) 

any material misrepresentation or inaccuracy in any representation or warranty or material 

breach or failure to perform any covenants or other obligations pursuant to this Agreement, the 

Loan Agreement or the Security Instruments relating to environmental matters. 

 The foregoing indemnity shall not apply to any Losses suffered or incurred by any 

Indemnified Party that Indemnitor can prove were caused solely by (x) Hazardous Materials not 

present on an Individual Property on the date Lender or any agent or successor thereof took title 

and possession of such Individual Property through foreclosure, exercise of a power of sale or a 

deed in lieu of foreclosure, unless such Hazardous Materials were present on such Individual 

Property as a result of the acts or omissions of any Indemnitor, (y) the gross negligence or willful 

misconduct of any Indemnified Party, or (z) acts or omissions of Indemnitee, its designee or 

transferee (including any purchaser at a foreclosure sale or other sale pursuant to a Security 
4

[TPW: NYLEGAL:791297.9] 21495-00001 01/05/2009 08:29 PM 

Instrument) occurring on or after the date Indemnitee, such designee or transferee took title and 

possession of such Individual Property.

Section 2.2 Duty to Defend and Attorneys and Other Fees and Expenses. Upon 

written request by any Indemnified Party, Indemnitor shall defend same (if requested by any 

Indemnified Party, in the name of the Indemnified Party) by attorneys and other professionals 

approved by the Indemnified Parties, which approval shall not be unreasonably withheld, denied 

or conditioned. Notwithstanding the foregoing, any Indemnified Parties may, engage their own 

attorneys and other professionals to defend or assist them if such Indemnified Party reasonably 

believes there exists a conflict between its interests and that of the Indemnitor or that Indemnitor 

is not diligently defending Indemnified Party, and, in such case the Indemnified Party’s attorneys 

shall control the resolution of any claim or proceeding; provided, Indemnitor shall only be 

responsible for the fees of one law firm and one local counsel for each claim Upon demand, 

Indemnitor shall pay or, in the sole discretion of the Indemnified Parties, reimburse, the 

Indemnified Parties for the payment of reasonable fees and disbursements of attorneys, 

engineers, environmental consultants, laboratories and other professionals in connection 

therewith.

Section 2.3 Subrogation. Indemnitor shall take any and all reasonable actions, 

including institution of legal action against third-parties, necessary or appropriate to obtain 

reimbursement, payment or compensation from such persons responsible for the presence of any 

Hazardous Materials at, at, on or under the any Individual Property or otherwise obligated by law 

to bear the cost. Indemnified Parties shall be and hereby are subrogated to all of Indemnitor’s 

rights now or hereafter in such claims. 

Section 2.4 Interest. Any amounts payable to any Indemnified Parties under this 

Agreement shall become immediately due and payable on demand and, if not paid within thirty 

(30) days of such demand therefor, shall bear interest at a per annum rate equal to the PostDefault Rate from the date payment was due until paid. 

Section 2.5 Survival. The obligations and liabilities of Indemnitor under this 

Agreement shall fully survive indefinitely notwithstanding any termination, satisfaction, 

assignment, entry of a judgment of foreclosure, exercise of any power of sale, or delivery of a 

deed in lieu of foreclosure of any Loan Document including, without limitation, the Loan 

Agreement or any Security Instrument. Notwithstanding the foregoing, the indemnification 

obligations of Indemnitor hereunder shall terminate on the Release Date (as hereinafter defined), 

provided that on or at any time after the full and indefeasible payment by Borrower of the Debt 

(hereinafter defined) and termination of the Loan Agreement, Indemnitor delivers to Indemnitee, 

at its sole cost and expense, a new environmental report for each of the Properties (the date of the 

delivery of such new environmental report, the “Report Delivery Date”), each in scope, form and 

substance reasonably acceptable to Indemnitee and prepared by an environmental consultant 

reasonably acceptable to Indemnitee, which new environmental reports reasonably demonstrates, 

as of the Report Delivery Date, no (and provided further that during the period from and after the 

Report Delivery Date to and including the Release Date, there shall not have otherwise occurred 

any) (i) material non-compliance with or violation of Environmental Laws with respect to the 

Properties or the operations thereon, (ii) Environmental Liens encumbering the Properties, 

except for deed restrictions, institutional controls and access agreements for third-parties to 
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investigate or remediate suspect hazardous contamination, (iii) pending material administrative 

processes or proceedings or judicial proceedings connected to the environmental condition of the 

Properties, (iv) presence or release of Hazardous Substances at, on, above, or under the 

Properties that are either in material violation of Environmental Laws or material excess of 

permit limits or reportable levels, (v) on-going remediation at the Properties that is required by 

any Governmental Authority or otherwise material in nature or (vi) Legal Actions in any way 

connected with environmental conditions of the Properties or matters reasonably likely to give 

rise to any Legal Actions connected to environmental conditions of the Properties. In no event 

shall such new environmental reports be dated sooner than the date full and indefeasible payment 

of the Debt and termination of the Loan Agreement has occurred. As used herein, (i) the term 

“Release Date” means the date that is six (6) years after the Report Delivery Date and (ii) the 

term “Debt” means the principal amount of Advances then outstanding, the interest thereon or 

the fees and out-of-pocket expenses accruing under this Loan Agreement. 

Section 2.6 Notice of Legal Actions. Each party hereto shall, within seven (7) 

Business Days of receipt thereof, give written notice to the other party hereto of (i) any written 

notice, advice or other communication from any governmental entity or any source whatsoever 

with respect to (x) any material liability or potential material liability with respect to Hazardous 

Materials on, from or affecting the Properties and (y) Releases of Hazardous Materials on, from 

or affecting the Properties that could be reasonably expected to result in a Material Adverse 

Effect, and (ii) any Legal Action brought against such party or related to the Properties, with 

respect to which any Indemnitor would reasonably be expected to incur material liability under 

this Agreement. Such notice shall comply with the provisions of Section 5.1 hereof. 

ARTICLE 3 - REPRESENTATIONS, WARRANTIES AND COVENANTS 

Section 3.1 Authority. Indemnitor hereby makes the authority representations and 

warranties contained in Sections 6.01, 6.04, 6.05 and 6.06 of the Loan Agreement and agrees that 

the same are hereby made a part of this Agreement to the same extent and with the same force as 

if fully set forth herein. 

Section 3.2 Environmental Representations and Warranties. Borrower and, with 

respect to itself and each of the Properties it owns, each Guarantor, represents and warrants that, 

to the best of any Responsible Environmental Person’s knowledge and belief after reasonable 

due inquiry, except as either disclosed in the written environmental records and reports identified 

on Schedule B attached hereto (collectively, the “Environmental Records”) or which would not 

reasonably be expected to result in a Material Adverse Effect: (a) Hazardous Materials and 

underground storage tanks at each Individual Property are in material compliance with applicable 

Environmental Laws and permits; (b) any Releases of Hazardous Materials at the Properties 

which require remediation by a Governmental Authority are being investigated and remediated 

in material compliance with Environmental Law; (c) to any Responsible Environmental Person’s 

actual knowledge after reasonable inquiry there is no known threat of any material Release of 

Hazardous Materials migrating to any Individual Property; (d) there is no material noncompliance with current Environmental Laws, or with permits issued pursuant thereto, in 

connection with any Individual Property except as described in the Environmental Records or 

which would not be expected to result in a Material Adverse Effect; (e) no Responsible 

Environmental Person knows of, nor has any Responsible Environmental Person received, any 
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written notice or other communication from any Person (including but not limited to a 

Governmental Authority) relating to Hazardous Materials at, on, under or from any Individual 

Property that represent an ongoing material violation of Environmental Law or that would 

reasonably be expected to result in a Material Adverse Effect; and (f) Indemnitor has (1) 

disclosed to Indemnitee, in writing, (A) notice of all outstanding notices or claims of alleged 

material non-compliance with applicable Environmental Laws and (B) each Individual Property 

where material remediation activities are ongoing, and (2) made available (or otherwise shall use 

diligent efforts to promptly make available) any and all material information relating to adverse 

environmental conditions at, on, under or from any Individual Property in material violation of 

Environmental Law or that would reasonably be expected to result in a Material Adverse Effect, 

including but not limited to any reports relating to Hazardous Materials at, on, under or 

migrating to or from any Individual Property and/or to the environmental condition of any 

Individual Property which would require remediation by a Governmental Authority. 

As used in this Agreement, the term “Material Adverse Effect” means either (i) the incurrence 

of, or reasonable likelihood of the incurrence of, material liability to Indemnitor or any 

Indemnified Party or (ii) a material adverse effect on (a) the, business, operations, condition 

(financial or otherwise) or prospects of Indemnitor, (b) the ability of Indemnitor to perform any 

of its obligations under any of the Loan Documents to which it is a party, (c) the validity or 

enforceability in all material respects of any of the Loan Documents, (d) the rights and remedies 

of the Lender under any of the Loan Documents, (e) the timely payment of the Debt, or (f) the 

value or use of the Property. 

Section 3.3 Environmental Covenants.

(a) Borrower and, with respect to itself and the Properties it owns, each Guarantor, 

covenants and agrees that so long as the Loan is outstanding (i) all uses and operations on or of 

the Properties, whether by Indemnitor or any other Person, shall be in material compliance with 

all Environmental Laws and permits issued pursuant thereto; (ii) there shall be no Releases of 

Hazardous Materials at, on, under or from any of the Properties other than those which would not 

reasonably be expected to (1) result in a Material Adverse Effect or (2) constitute a material 

violation Environmental Laws; (iii) Hazardous Materials at, on, or under any of the Properties 

which require remediation by a Governmental Authority shall be investigated and remediated in 

material compliance with applicable Environmental Laws; (iv) except for environmental deed 

restrictions, institutional controls and access agreements required by agency order or a voluntary 

Indemnitor (or other third-party) remedial action, Indemnitor shall keep the Properties free and 

clear of all liens and other encumbrances imposed pursuant to any Environmental Law, whether 

due to any act or omission of Indemnitor or any other Person (the “Environmental Liens”); (v) 

Borrower and, with respect to itself and the Properties it owns, each Guarantor, shall, at its sole 

cost and expense, promptly and reasonably cooperate in all reasonable activities pursuant to 

Section3.3(b) below, including but not limited to providing all material, non-privileged 

information and making knowledgeable persons reasonably available for interviews; (vi) 

Borrower and, with respect to itself and the Properties it owns, each Guarantor, shall, at its sole 

cost and expense, perform any environmental site assessment or other investigation of 

environmental conditions in connection with any of the Properties, if not being addressed 

pursuant to an order or agreement with a Government Authority or a voluntary cleanup program 

authorized by Environmental Laws, pursuant to any reasonable written request of Indemnitee, 
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upon Indemnitee’s reasonable belief that an Individual Property is not in material compliance 

with all Environmental Laws, and share with Indemnitee the reports and other results thereof, 

and Indemnitee and other Indemnified Parties shall be entitled to rely on such reports and other 

results thereof; (vii) Borrower and, with respect to itself and the Properties it owns, each 

Guarantor, shall, at its sole cost and expense, comply with all reasonable written requests of 

Indemnitee to (A) reasonably effectuate remediation of any Hazardous Materials Released at, on, 

under or from any Individual Property; and (B) comply in all material respects with any 

Environmental Law where Indemnitee reasonably believes that such Individual Property is not in 

material compliance with Environmental Laws (subject in each case to any Governmental 

Authority or judicial challenge Indemnitor brings in good faith to any such claim of noncompliance or need to undertake remediation); (viii) Borrower and, with respect to itself and the 

Properties it owns, each Guarantor, shall use commercially reasonable efforts to cause all tenants 

and other users of any of the Properties to materially comply with all Environmental Laws; and 

(ix) Borrower and, with respect to itself and the Properties it owns, each Guarantor, shall within 

seven (7) Business Days notify Indemnitee in writing after a Responsible Environmental Person 

has become aware of (A) any Release of Hazardous Materials at, on, under, from or migrating 

towards any of the Properties which would reasonably be expected to cause a Material Adverse 

Effect or material violation of Environmental Laws; (B) any material non-compliance with any 

Environmental Laws related to any of the Properties; (C) any actual Environmental Lien; (D) any 

required or proposed remediation relating to the Release of Hazardous Materials at, on, under, 

from or migrating to any of the Properties, which Release would reasonably be expected to cause 

a Material Adverse Effect; and (E) any written notice or other communication of which any 

Responsible Environmental Person becomes aware from any source whatsoever (including but 

not limited to a Governmental Authority) relating in any way to Releases of Hazardous Materials 

at, on, under or from any Individual Property, either (1) in material violation of Environmental 

Laws or (2) which would reasonably be expected to cause a Material Adverse Effect. 

(b) Upon (i) (A) the occurrence and during the continuance of an Event of Default or 

(B) Indemnitee’s reasonable belief that an Individual Property is not in compliance in all material 

respects with all Environmental Laws or (C) Indemnitee’s reasonable belief that a Release of 

Hazardous Substances, which Release would reasonably be expected to cause a Material 

Adverse Effect, has occurred or is occurring and (ii) reasonable notice to Borrower and any 

Guarantor that owns the Individual Property at issue, Indemnitee and any other Person 

designated by Indemnitee, including but not limited to any representative of a Governmental 

Authority, and any environmental consultant, and any receiver appointed by any court of 

competent jurisdiction, shall have the right, but not the obligation, to enter upon any Individual 

Property at all reasonable times to assess any and all aspects of the environmental condition of 

such Individual Property and its use, including but not limited to conducting any environmental 

assessment or audit (the scope of which shall be determined in Indemnitee’s reasonable 

discretion) and taking samples of soil, groundwater or other water, air, or building materials, and 

conducting other invasive testing. Indemnitor shall cooperate with and provide reasonable 

access to Indemnitee and any such Person or entity designated by Indemnitee. Upon prior written 

request to Indemnitee, Indemnitors shall be entitled at their sole cost and expense to take split 

samples of any samples collected by Indemnitee or its designees. 
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ARTICLE 4 - GENERAL 

Section 4.1 Unimpaired Liability. The liability of Indemnitor under this Agreement 

shall in no way be limited or impaired by, and Indemnitor hereby consents to and agrees to be 

bound by, any amendment or modification of the provisions of the Loan Agreement, the Note, 

the Security Instruments or any other Loan Document to or with Indemnitee by any Indemnitor 

or any person who succeeds any Indemnitor or any person as owner of any of the Properties. In 

addition, the liability of Indemnitor under this Agreement shall in no way be limited or impaired 

by (i) any extensions of time for performance required by the Note, the Loan Agreement, the 

Security Instruments or any of the other Loan Documents, (ii) except as otherwise provided in 

the second paragraph of Section 2.1 hereof, any sale or transfer of all or part of any Individual 

Property, (iii) except as provided herein, any exculpatory provision in the Note, the Loan 

Agreement, the Security Instruments, or any of the other Loan Documents limiting Indemnitee’s 

recourse to the Properties or to any other security for the Note, or limiting Indemnitee’s rights to 

a deficiency judgment against any Indemnitor, (iv) the accuracy or inaccuracy of the 

representations and warranties made by any Indemnitor under the Note, the Loan Agreement, the 

Security Instruments or any of the other Loan Documents or herein, (v) the release of any 

Indemnitor or any other person from performance or observance of any of the agreements, 

covenants, terms or condition contained in any of the other Loan Documents by operation of law 

or otherwise, (vi) except as otherwise provided in the second paragraph of Section 2.1 hereof,, 

Indemnitee’s voluntary act, (vii) the release or substitution in whole or in part of any security for 

the Note, or (viii) Indemnitee’s failure to record the Security Instruments or file any Uniform 

Commercial Code financing statements (or Indemnitee’s improper recording or filing of any 

thereof) or to otherwise perfect, protect, secure or insure any security interest or lien given as 

security for the Note; and, in any such case, whether with or without notice to Indemnitor and 

with or without consideration. 

Section 4.2 Enforcement. Indemnified Parties may enforce the obligations of

Indemnitor, subject to the provisions of Section 5.14 hereof, without first resorting to or 

exhausting any security or collateral or without first having recourse to the Note, the Loan 

Agreement, the Security Instruments, or any other Loan Documents or any of the Properties, 

through foreclosure proceedings or otherwise, provided, however, that nothing herein shall 

inhibit or prevent Indemnitee from suing on the Note, foreclosing, or exercising any power of 

sale under, the Security Instruments, or exercising any other rights and remedies thereunder. 

This Agreement is not collateral or security for the debt of Borrower pursuant to the Loan, unless 

Indemnitee expressly elects in writing to make this Agreement additional collateral or security 

for the debt of Borrower pursuant to the Loan, which Indemnitee is entitled to do in its sole 

discretion. It is not necessary for an Event of Default to have occurred pursuant to and as 

defined in the Security Instruments or the Loan Agreement for Indemnified Parties to exercise 

their rights pursuant to this Agreement. Notwithstanding any provision of the Security 

Instruments or the other Loan Documents, Indemnitor is fully and personally liable for such 

obligations hereunder, and their liability is not limited to the original or amortized principal 

balance of the Loan or the value of the Properties. 

Section 4.3 Waivers. (a) Indemnitor hereby waives (i) any right or claim of right to 

cause a marshalling of any Indemnitor’s assets or to cause Indemnitee or other Indemnified 

Parties to proceed against any of the security for the Loan before proceeding under this 
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Agreement against any Indemnitor; (ii) and relinquishes all rights and remedies accorded by 

applicable law to Indemnitor as between Indemnitor and the Indemnified Parties, with respect to 

Hazardous Materials, the indemnities and the rights of the Indemnified Parties (including 

obligations of Indemnitor), all as more particularly set forth herein, except any rights of 

subrogation which any Indemnitor may have, provided, however, that the indemnity provided for 

hereunder shall neither be contingent upon the existence of any such rights of subrogation nor 

subject to any claims or defenses whatsoever which may be asserted in connection with the 

enforcement or attempted enforcement of such subrogation rights including, without limitation, 

any claim that such subrogation rights were abrogated by any acts of Indemnitee or other 

Indemnified Parties; (iii) the right to assert a counterclaim, other than a mandatory or 

compulsory counterclaim, in any action or proceeding brought against or by Indemnitee or other 

Indemnified Parties; (iv) notice of acceptance hereof and of any action taken or omitted in 

reliance hereon; (v) presentment for payment, demand of payment, protest or notice of 

nonpayment or failure to perform or observe, or other proof, or notice or demand; and (vi) all 

homestead exemption rights against the obligations hereunder and the benefits of any statutes of 

limitations or repose. Notwithstanding anything to the contrary contained herein, Indemnitor 

hereby agrees to postpone the exercise of any rights of subrogation with respect to any collateral 

securing the Loan until the Loan shall have been paid in full. No delay by any Indemnified Party 

in exercising any right, power or privilege under this Agreement shall operate as a waiver of any 

such privilege, power or right. 

(b) EACH OF INDEMNITOR, AND BY ITS ACCEPTANCE HEREOF, 

INDEMNITEE, HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, 

THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR 

COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING 

DIRECTLY OR INDIRECTLY TO THE LOAN EVIDENCED BY THE NOTE, THE 

APPLICATION FOR THE LOAN EVIDENCED BY THE NOTE, THE NOTE, THE 

SECURITY INSTRUMENTS, THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS 

OR ANY ACTS OR OMISSIONS OF ANY INDEMNIFIED PARTIES IN CONNECTION 

THEREWITH.

ARTICLE 5 - MISCELLANEOUS 

Section 5.1 Notices. All notices required or permitted hereunder shall be given and 

shall become effective as provided in the Loan Agreement. 

Section 5.2 No Third-Party Beneficiary. The terms of this Agreement are for the sole 

and exclusive protection and use of Indemnified Parties. No party shall be a third-party 

beneficiary hereunder, and no provision hereof shall operate or inure to the use and benefit of 

any such third party. It is agreed that those persons and entities included in the definition of 

Indemnified Parties are not such excluded third party beneficiaries. 

Section 5.3 Duplicate Originals; Counterparts. This Agreement may be executed in 

any number of duplicate originals and each duplicate original shall be deemed to be an original. 

This Agreement may be executed in several counterparts, each of which counterparts shall be 

deemed an original instrument and all of which together shall constitute a single Agreement. 
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The failure of any party hereto to execute this Agreement, or any counterpart hereof, shall not 

relieve the other signatories from their obligations hereunder. 

Section 5.4 No Oral Change. This Agreement, and any provisions hereof, may not be 

modified, amended, waived, extended, changed, discharged or terminated orally or by any act or 

failure to act on the part of any Indemnitor or any Indemnified Party, but only by an agreement 

in writing signed by the party against whom enforcement of any modification, amendment, 

waiver, extension, change, discharge or termination is sought. 

Section 5.5 Headings, etc. The headings and captions of various paragraphs of this 

Agreement are for convenience of reference only and are not to be construed as defining or 

limiting, in any way, the scope or intent of the provisions hereof. 

Section 5.6 Number and Gender/Successors and Assigns. All pronouns and any 

variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural 

as the identity of the person or persons referred to may require. Without limiting the effect of 

specific references in any provision of this Agreement, the term “Indemnitor” shall be deemed to 

refer to each and every person or entity comprising an Indemnitor from time to time, as the sense 

of a particular provision may require, and to include the heirs, executors, administrators, legal 

representatives, successors and assigns of Indemnitor, all of whom shall be bound by the 

provisions of this Agreement, provided that no obligation of any Indemnitor may be assigned 

except with the written consent of Indemnitee. Each reference herein to Indemnitee shall be 

deemed to include its successors and assigns. This Agreement shall inure to the benefit of 

Indemnified Parties and their respective successors and assigns forever, subject, however, to the 

provisions of the second paragraph of Section 2.1 hereof. 

Section 5.7 Joint and Several Liability. Each Indemnitor hereby acknowledges and 

agrees that the Indemnitors are jointly and severally liable to the Lender for all representations, 

warranties, covenants, obligations and liabilities of each Indemnitor hereunder. Each Indemnitor 

hereby further acknowledges and agrees that (a) any Event of Default or any default, or breach of 

a representation, warranty or covenant by any Indemnitor hereunder is hereby considered a 

default or breach by each Indemnitor, as applicable, and (b) the Lender shall have no obligation 

to proceed against one Indemnitor before proceeding against the other Indemnitors. Each 

Indemnitor hereby waives any defense to its obligations under this Agreement based upon or 

arising out of the disability or other defense or cessation of liability of one Indemnitor versus the 

other. An Indemnitor’s subrogation claim arising from payments to the Lender shall constitute a 

capital investment in the other Indemnitor subordinated to any claims of the Lender and equal to 

a ratable share of the equity interests in such Indemnitor. 

Section 5.8 Release of Liability. Any one or more parties liable upon or in respect of 

this Agreement may be released without affecting the liability of any party not so released. 

Section 5.9 Rights Cumulative. The rights and remedies herein provided are 

cumulative and not exclusive of any rights or remedies which Indemnitee has under the Note, the 

Loan Agreement, the Security Instruments or the other Loan Documents or would otherwise 

have at law or in equity. 
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Section 5.10 Inapplicable Provisions. If any term, condition or covenant of this 

Agreement shall be held to be invalid, illegal or unenforceable in any respect, this Agreement 

shall be construed without such provision. 

Section 5.11 Governing Law. Insofar as there may be no applicable Federal law, this 

Agreement shall be construed in accordance with the laws of the State of New York, without 

regard to any rule of conflicts of law (other than Section 5-1401 of the New York General 

Obligations Law) that would result in the application of the substantive law of any jurisdiction 

other than the State of New York. Nothing in this Agreement shall require any unlawful action 

or inaction by either party. 

Section 5.12 Submission to Jurisdiction. EACH INDEMNITOR HEREBY 

IRREVOCABLY AND UNCONDITIONALLY: 

(A) SUBMITS FOR ITSELF AND ALL OF ITS PROPERTY IN ANY 

LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE 

OTHER LOAN DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF 

ANY JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL 

JURISDICTION OF UNITED STATES DISTRICT COURT FOR THE DISTRICT OF 

COLUMBIA AND THE UNITED STATES COURT OF FEDERAL CLAIMS, AND 

APPELLATE COURTS FROM ANY THEREOF; 

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE 

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 

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; 

(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 

FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN 

SECTION 11.02 OR AT SUCH OTHER ADDRESS OF WHICH THE INDEMNITEE 

SHALL HAVE BEEN NOTIFIED; AND 

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT 

TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY 

LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.

Section 5.13 Additional Waiver. Each Guarantor waives any rights it might otherwise 

have under Colorado Revised Statutes §§ 13-50-102 or 13-50-103 (or under any corresponding 

future statute or rule of law in any jurisdiction) by reason of any release of fewer than all of 

Guarantors of the obligations of Indemnitor hereunder. 

Section 5.14 Exculpation. Notwithstanding anything appearing to the contrary in this 

Agreement, or in the Note, the Loan Agreement, the Security Instruments or any of the other 

Loan Documents, neither Indemnitee nor any other Indemnified Party shall be entitled to enforce 
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the liability and obligation of Indemnitor to pay, perform and observe the obligations contained 

in this Agreement by any action or proceeding against any member, shareholder, partner, 

manager, director, officer, agent, affiliate, beneficiary, trustee or employee of Indemnitor (or any 

direct or indirect member, shareholder, partner or other owner of any such member, shareholder, 

partner, manager, director, officer, agent, affiliate or employee of Indemnitor, or any director, 

officer, employee, agent, manager or trustee of any of the foregoing); provided, however, for 

purposes of clarification, the foregoing is not intended to exempt any Loan Parties from their 

respective obligations and liabilities under this Agreement or any of the other Loan Documents. 

[NO FURTHER TEXT ON THIS PAGE] 
EXECUTION VERSION 

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

_____________________________________________________________________________________ 

LOAN AND SECURITY AGREEMENT

By and Between

The Borrower Listed on Appendix A 

as Borrower 

and

THE UNITED STATES DEPARTMENT OF THE TREASURY 

as Lender 

Dated as of December 31, 2008 

_____________________________________________________________________________________ 
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[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

TABLE OF CONTENTS 

Page

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.............................................................. 1 

1.01 Certain Defined Terms........................................................................................................ 1 

1.02 Interpretation..................................................................................................................... 21 

1.03 Accounting Terms and Determinations ............................................................................ 22 

SECTION 2. ADVANCES, NOTE AND PAYMENTS .......................................................................... 22 

2.01 Advances........................................................................................................................... 22 

2.02 The Note ........................................................................................................................... 22 

2.03 Procedure for Borrowing .................................................................................................. 22

2.04 Limitation on Types of Advances; Illegality .................................................................... 23 

2.05 Repayment of the Advances; Interest ............................................................................... 23 

2.06 Optional Prepayments....................................................................................................... 24 

2.07 Mandatory Prepayments ................................................................................................... 24

2.08 Requirements of Law........................................................................................................ 25 

2.09 Use of Proceeds ................................................................................................................ 25 

SECTION 3. PAYMENTS; COMPUTATIONS; TAXES ....................................................................... 26 

3.01 Payments........................................................................................................................... 26 

3.02 Computations.................................................................................................................... 26 

3.03 US Taxes........................................................................................................................... 26 

SECTION 4. COLLATERAL SECURITY .............................................................................................. 29 

4.01 Collateral; Security Interest .............................................................................................. 29 

4.02 UCC Matters; Further Assurances.................................................................................... 30 

4.03 Changes in Locations, Name, etc...................................................................................... 30 

4.04 Lender’s Appointment as Attorney-in-Fact ...................................................................... 31 

4.05 Performance by the Lender of the Borrower’s Obligations.............................................. 32 

4.06 Proceeds............................................................................................................................ 32 

4.07 Remedies........................................................................................................................... 32 

4.08 Continuing Liability of the Borrower ............................................................................... 33 

4.09 Limitation on Duties Regarding Preservation of Facility Collateral ................................ 33 

4.10 Powers Coupled with an Interest ...................................................................................... 34 

4.11 Release of Security Interest Upon Satisfaction of all Obligations.................................... 34 

4.12 Partial Release of Facility Collateral ................................................................................ 34 

SECTION 5. CONDITIONS PRECEDENT............................................................................................. 35 

5.01 Initial Advance.................................................................................................................. 35 

5.02 Initial and Subsequent Advances...................................................................................... 38 

SECTION 6. REPRESENTATIONS AND WARRANTIES ................................................................... 39 

6.01 Existence........................................................................................................................... 39 

6.02 Financial Condition........................................................................................................... 39 

6.03 Litigation........................................................................................................................... 40 

6.04 No Breach ......................................................................................................................... 40 

6.05 Action, Binding Obligations ............................................................................................. 40

6.06 Approvals.......................................................................................................................... 40 

6.07 Taxes................................................................................................................................. 40 
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6.08 Investment Company Act ................................................................................................. 41 

6.09 No Default......................................................................................................................... 41 

6.10 Chief Executive Office; Chief Operating Office .............................................................. 41 

6.11 Location of Books and Records........................................................................................ 41 

6.12 True and Complete Disclosure.......................................................................................... 41 

6.13 Material Agreements......................................................................................................... 41 

6.14 ERISA............................................................................................................................... 41 

6.15 Expense Policy.................................................................................................................. 41 

6.16 Subsidiaries....................................................................................................................... 41 

6.17 Capitalization.................................................................................................................... 42 

6.18 Fraudulent Conveyance .................................................................................................... 42

6.19 USA PATRIOT Act.......................................................................................................... 42

6.20 Embargoed Person ............................................................................................................ 42 

6.21 Borrowing for Own Benefit.............................................................................................. 43 

6.22 Indebtedness...................................................................................................................... 43 

6.23 Labor Matters.................................................................................................................... 43 

6.24 Survival of Representations and Warranties..................................................................... 43 

6.25 Representations Concerning the Facility Collateral.......................................................... 44 

6.26 Intellectual Property.......................................................................................................... 44 

6.27 JV Agreements.................................................................................................................. 45 

6.28 Senior Lien Assets ............................................................................................................ 45 

6.29 Excluded Collateral........................................................................................................... 45 

6.30 Mortgaged Real Property.................................................................................................. 45

6.31 Additional Representations and Warranties...................................................................... 46 

SECTION 7. AFFIRMATIVE AND FINANCIAL COVENANTS OF THE LOAN PARTIES............. 46 

7.01 Financial Statements ......................................................................................................... 46 

7.02 Reporting Requirements ................................................................................................... 48

7.03 Financial Covenants.......................................................................................................... 49 

7.04 Existence, Etc.................................................................................................................... 49 

7.05 Use of Proceeds ................................................................................................................ 50 

7.06 Maintenance of Property; Insurance ................................................................................. 50 

7.07 Further Identification of Facility Collateral...................................................................... 50 

7.08 Defense of Title ................................................................................................................ 51 

7.09 Preservation of Facility Collateral .................................................................................... 51 

7.10 Maintenance of Papers, Records and Files ....................................................................... 51 

7.11 Maintenance of Licenses .................................................................................................. 51

7.12 Payment of Obligations .................................................................................................... 51

7.13 OFAC................................................................................................................................ 52 

7.14 Investment Company ........................................................................................................ 52

7.15 Due Diligence ................................................................................................................... 52 

7.16 Further Assurances ........................................................................................................... 52 

7.17 Executive Privileges and Compensation........................................................................... 53 

7.18 Asset Divestiture............................................................................................................... 54 

7.19 Restrictions on Expenses .................................................................................................. 54

7.20 Restructuring Plan; Restructuring Targets........................................................................ 54 

7.21 Term Sheet Requirements................................................................................................. 55

7.22 Restructuring Plan Report................................................................................................. 55

7.23 President’s Designee Review/Certification ...................................................................... 55 

7.24 Required Distributions...................................................................................................... 56 

7.25 Provide Additional Information........................................................................................ 56 
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7.26 Material Transaction ......................................................................................................... 56 

SECTION 8. NEGATIVE COVENANTS OF THE LOAN PARTIES.................................................... 56 

8.01 Prohibition of Fundamental Changes................................................................................ 56 

8.02 Lines of Business.............................................................................................................. 56 

8.03 Transactions with Affiliates.............................................................................................. 56

8.04 Limitation on Liens........................................................................................................... 57 

8.05 Limitation on Distributions............................................................................................... 57

8.06 No Amendment or Waiver................................................................................................ 57 

8.07 Prohibition of Certain Prepayments.................................................................................. 57 

8.08 Change of Fiscal Year....................................................................................................... 57 

8.09 Limitation on Negative Pledge Clauses............................................................................ 57 

8.10 Limitations on Indebtedness ............................................................................................. 57

8.11 Limitations on Investments............................................................................................... 58

8.12 ERISA............................................................................................................................... 58 

8.13 Action Adverse to the Facility Collateral ......................................................................... 58 

8.14 Limitation on Sale of Assets............................................................................................. 58

8.15 Restrictions on Pension Plans ........................................................................................... 58

8.16 JV Agreements.................................................................................................................. 59 

SECTION 9. EVENTS OF DEFAULT; TERMINATION EVENTS ...................................................... 59 

9.01 Events of Default .............................................................................................................. 59 

SECTION 10. REMEDIES......................................................................................................................... 61 

SECTION 11. MISCELLANEOUS............................................................................................................ 63 

11.01 Waiver............................................................................................................................... 63 

11.02 Notices .............................................................................................................................. 63 

11.03 Indemnification and Expenses .......................................................................................... 63 

11.04 Amendments ..................................................................................................................... 64 

11.05 Successors and Assigns .................................................................................................... 64 

11.06 Survival............................................................................................................................. 64 

11.07 Captions ............................................................................................................................ 65 

11.08 Counterparts and Facsimile............................................................................................... 65

11.09 Loan Agreement Constitutes Security Agreement............................................................ 65 

11.10 Governing Law ................................................................................................................. 65 

11.11 SUBMISSION TO JURISDICTION; WAIVERS............................................................ 65 

11.12 WAIVER OF JURY TRIAL............................................................................................. 66 

11.13 Acknowledgments ............................................................................................................ 66 

11.14 Hypothecation or Pledge of Facility Collateral................................................................. 66 

11.15 Assignments; Participations.............................................................................................. 66

11.16 Periodic Due Diligence Review........................................................................................ 67 

11.17 Set-Off .............................................................................................................................. 68 

11.18 Reliance ............................................................................................................................ 68 

11.19 Reimbursement ................................................................................................................. 68 

11.20 Waiver Of Redemption And Deficiency Rights ............................................................... 69 

11.21 Single Agreement ............................................................................................................. 69 

11.22 Severability ....................................................................................................................... 69 

11.23 Entire Agreement.............................................................................................................. 69 

11.24 Appendix A....................................................................................................................... 69 
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SCHEDULES 

SCHEDULE 1.1 List of Pledgors 

SCHEDULE 1.2 List of Guarantors 

SCHEDULE 6.03 Litigation 

SCHEDULE 6.10 Chief Executive Office, Chief Operating Office 

SCHEDULE 6.13 Existing Agreements 

SCHEDULE 6.16 Subsidiaries 

SCHEDULE 6.17 Ownership of Loan Parties 

SCHEDULE 6.22 Existing Indebtedness 

SCHEDULE 6.25 Filing Jurisdictions and Offices 

SCHEDULE 6.26 Intellectual Property 

SCHEDULE 6.27 JV Agreements 

SCHEDULE 6.28 Facility Collateral Subject to a Senior Lien 

SCHEDULE 6.29 Excluded Collateral 

SCHEDULE 6.30 Excluded Real Property 

EXHIBITS

EXHIBIT A Form of Note 

EXHIBIT B Acknowledgment and Consent 

EXHIBIT C Form of Notice of Borrowing 

EXHIBIT D Form of Confidentiality Agreement 

EXHIBIT E Form of Compliance Certificate 

EXHIBIT F Form of Exemption Certificate 

EXHIBIT G-1 Form of Waiver for the Loan Parties 

EXHIBIT G-2 Form of Waiver from SEOs to Lender 

EXHIBIT G-3 Form of Consent and Waiver of SEOs to Loan Parties 

EXHIBIT G-4 Form of Waiver of Senior Employees to Lender 

EXHIBIT G-5 Form of Consent and Waiver of Senior Employees to Loan Parties 

APPENDICES 

APPENDIX A Supplement to Loan and Security Agreement 
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LOAN AND SECURITY AGREEMENT 

LOAN AND SECURITY AGREEMENT, dated as of December 31, 2008, between the 

Borrower set forth on Appendix A (the “Borrower”) and THE UNITED STATES DEPARTMENT OF 

THE TREASURY (the “Lender”).

RECITALS 

The Borrower wishes to obtain financing from time to time to restore liquidity to its 

business, and to restore stability to the domestic automobile industry in the United States, and the Lender 

has agreed, subject to the terms and conditions of this Loan Agreement, to provide such financing to the 

Borrower.

The financing provided hereunder will be used in a manner that (A) enables the Borrower 

and its Subsidiaries to develop a viable and competitive business that minimizes adverse effects on the 

environment; (B) enhances the ability and the capacity of the Borrower and its Subsidiaries to pursue the 

timely and aggressive production of energy-efficient advanced technology vehicles; (C) preserves and 

promotes the jobs of American workers employed directly by the Borrower and its Subsidiaries and in 

related industries; (D) safeguards the ability of the Borrower and its Subsidiaries to provide retirement 

and health care benefits for their retirees and their dependents; and (E) stimulates manufacturing and sales 

of automobiles produced by the Borrower and its Subsidiaries. 

Accordingly, for good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.

1.01 Certain Defined Terms. Subject to the amendments, restatements, supplements 

or other modifications in Section 1.01 of Appendix A, as used herein, the following terms shall have the 

following meanings (all terms defined in this Section 1.01 or in other provisions of this Loan Agreement 

in the singular to have the same meanings when used in the plural and vice versa): 

“Account Control Agreement” shall mean one or more account control agreements

among the Lender, the applicable Loan Parties and each bank party thereto, in form and substance 

acceptable to the Lender, to be entered into with respect to each Facility Account, as amended, restated, 

supplemented or otherwise modified from time to time. 

“Acknowledgement and Consent” shall have the meaning specified in Section 5.01(r) 

hereof.

“Advance” shall have the meaning specified in Section 2.01(a). 

“Affiliate” shall mean, 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 this 

Loan Agreement, “control” (together with the correlative meanings of “controlled by” and “under 

common control with”) means possession, directly or indirectly, to direct or cause the direction of the 

management or policies of such Person, whether through the ownership of voting securities, by contract, 

or otherwise. 

 “After Acquired Real Property” shall have the meaning set forth in Section 7.16(b) 

hereof.
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“Applicable Law” shall mean, with reference 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 rules, regulations, orders, directives, licenses and permits of 

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

“Bankruptcy Code” shall mean Title 11 of the United States Code, as amended from time 

to time. 

“Bankruptcy Exceptions” shall mean limitations on, or exceptions to, the enforceability 

of an agreement against a Person due to applicable bankruptcy, insolvency, reorganization, moratorium or 

similar laws affecting the enforcement of creditors’ rights generally or the application of general equitable 

principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. 

 “Benefit Plan” shall mean any employee benefit 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, former employee, individual independent 

contractor or director, including without limitation, 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 Loan Party or otherwise. 

“Board” shall mean the Board of Governors of the Federal Reserve System of the United 

States.

“Bond Exchange” shall mean the conversion of existing public debt into equity, debt 

and/or cash as contemplated in Section 7.20(c). 

 “Business Day” shall mean any day other than (i) a Saturday or Sunday, (ii) a Federal 

holiday or other day on which banks in New York, New York or the District of Columbia are permitted to

close, or (iii) a day on which trading in securities on the New York Stock Exchange or any other major

securities exchange in the United States is not conducted. 

 “Capital Lease Obligations” shall mean, for any Person, all obligations of such Person to 

pay rent or other amounts under a lease of (or other agreement 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 Loan Agreement, the amount of such obligations 

shall be the capitalized amount thereof, determined in accordance with GAAP. 

“Cash Equivalents” shall mean (a) U.S. dollars, or money in other currencies received in 

the ordinary course of business, (b) securities with maturities of one (1) year or less from the date of 

acquisition issued or fully guaranteed or insured by the U.S. Government or any agency thereof, (c) 

securities with maturities of one (1) year or less from the date of acquisition issued or fully guaranteed by 

any state, commonwealth or territory of the United States, by any political subdivision or taxing authority 

of any such state, commonwealth or territory or by any foreign government, the securities of which state, 

commonwealth, territory, political subdivision, taxing authority or foreign government (as the case may 

be) are rated at least A by S&P or A by Moody’s, (d) demand deposit, certificates of deposit and time 

deposits with maturities of one (1) year or less from the date of acquisition and overnight bank deposits of 

any commercial bank, supranational bank or trust company having capital and surplus in excess of 

$500,000,000, (e) repurchase obligations with respect to securities of the types (but not necessarily 

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

banks (or bank holding companies) or subsidiaries of such banks (or bank holding companies) and nonbank broker-dealers listed on the Federal Reserve Bank of New York’s list of primary and other reporting 
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dealers (“Repo Counterparties”), which Repo Counterparties have capital, surplus and undivided profits 

aggregating in excess of $500,000,000 (or the foreign equivalent thereof) and which Repo Counterparties 

or their parents (if the Repo Counterparties are not rated) will at the time of the transaction be rated “A-1” 

by S&P (or such similar equivalent rating) or higher by at least one nationally recognized statistical rating 

organization, (f) commercial paper rated at least A-1 or the equivalent thereof by S&P or P-1 or the 

equivalent thereof by Moody’s and in either case maturing within one (1) year after the day of acquisition, 

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

similar funds which invest at least 95% in assets satisfying the requirements of clauses (a) through (g) of 

this definition, and (i) in the case of a Foreign Subsidiary, substantially similar investments, of 

comparable credit quality, denominated in the currency of any jurisdiction in which such Person conducts 

business.

“Certification Deadline” shall mean March 31, 2009 or such later date (not to exceed 

thirty (30) days after March 31, 2009) as determined by the President’s Designee in his or her sole 

discretion.

“Change of Control” shall mean with respect to the Borrower, the acquisition, after the 

Effective Date, by any other Person, or two or more other Persons acting in concert other than the 

Permitted Investors, the Lender or any Affiliate of the Lender, of beneficial ownership (within the 

meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 

1934, as amended) of outstanding shares of voting stock of the Borrower at any time if after giving effect 

to such acquisition such Person or Persons owns twenty percent (20%) or more of such outstanding 

voting stock. 

“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time. 

“Collateral” shall have the meaning assigned to such term in Section 4.01(a) hereof. 

“Collateral Substitution” shall have the meaning assigned to such term in Section 2.07. 

“Compensation Reductions” shall mean, with respect to the Borrower or any Subsidiary, 

the reduction of the total amount of compensation, including wages and benefits, paid to its United States 

employees so that, by no later than December 31, 2009, the average of such total amount, per hour and 

per person, is an amount that is competitive with the average total amount of such compensation, as 

certified by the Secretary of the United States Department of Labor, paid per hour and per person to 

employees of Nissan Motor Company, Toyota Motor Corporation, or American Honda Motor Company 

whose site of employment is in the United States. 

“Consolidated” refers to the consolidation of accounts in accordance with GAAP. 

“Contractual Obligation” shall mean, as to any Person, any material provision of any 

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

property is bound or any material provision of any security issued by such Person. 

“Controlled Affiliate” shall have the meaning assigned to such term in Section 6.19. 

“Controlled Foreign Subsidiary” shall mean any Subsidiary that is a “controlled foreign 

corporation” within the meaning of the Code. For this purpose, a “controlled foreign corporation” 

includes any Subsidiary (i) classified as a corporation for U.S. federal income tax purposes, substantially 

all of the assets of which consist of stock of one or more controlled foreign corporations, or (ii) classified 
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as a partnership or disregarded entity for U.S. federal income tax purposes, any assets of which consist of 

stock of one or more controlled foreign corporations. 

“Copyright Licenses” shall mean 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 

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

any works covered by any Copyright (including, without limitation, all Copyright Licenses set forth in

Schedule 6.26 hereto). 

“Copyrights” shall mean all domestic and foreign copyrights, whether registered or 

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

hereafter 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 6.26 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 thereof), and all reissues, 

renewals, restorations, extensions or revisions thereof. 

 “Default” shall mean an event that with the giving of notice or the passage of time or 

both, would become an Event of Default. 

“Disposition” shall mean 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 the relevant Loan Party’s ability to use or exploit the relevant Intellectual Property as it 

has been used or exploited by the Loan Parties as of the Effective Date or (ii) nonexclusive Licenses); and 

the terms “Dispose” and “Disposed of” shall have correlative meanings. 

“Dollars” or “$” shall mean lawful currency of the United States. 

“Domestic Subsidiary” shall mean any Subsidiary that is organized or existing under the 

laws of the United States, any state or territory thereof or the District of Columbia. 

“Due Diligence Review” shall mean the performance by or on behalf of the Lender of 

any or all of the reviews permitted under Section 11.16, as desired by the Lender from time to time. 

“EESA” shall mean the Emergency Economic Stabilization Act of 2008, Public Law No: 

110-343, effective as of October 3, 2008, as amended from time to time. 

“Effective Date” shall have the meaning set forth in Appendix A. 

 “EISA” shall mean the Energy Independence and Security Act of 2007 (Public Law 110-

140; 42 U.S.C. 17013), as amended. 

 “Electronic Transmission” shall mean the delivery of information by electronic mail, 

facsimile or other electronic format acceptable to the Lender. An Electronic Transmission shall be 

considered written notice for all purposes hereof. 

“Environmental Indemnity” shall mean that certain Environmental Indemnity Agreement, 

dated as of the date hereof, executed by the applicable Loan Parties in connection with the Advances for 
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the benefit of Lender, as the same may be amended, restated, replaced, supplemented or otherwise 

modified from time to time. 

“Equity Interests” shall mean 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 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. 

“Equity Pledge Agreement” shall mean that certain pledge agreement, dated as of the 

date hereof, by each Pledgor in favor of the Lender. 

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended 

from time to time. 

“ERISA Affiliate” shall mean any corporation or trade or business or other entity, 

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

Section 414(b), (c), (m) or (o) of the Code of which any Loan Party is a member or (ii) which is under

common control with any Loan Party within the meaning of section 4001 of ERISA. 

“ERISA Event” shall mean (i) any Reportable Event or a determination that a Plan is “at 

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

Affiliates of any liability under Title IV of ERISA with respect to the termination of any Plan or the

withdrawal or partial withdrawal of the Borrower or any of its respective ERISA Affiliates 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 relating to the intention to terminate any Plan or Plans or to appoint a 

trustee to administer any Plan; (iv) the receipt by the Borrower or any ERISA Affiliates of any notice, or 

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

concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is 

expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA; or (v) the 

occurrence of a nonexempt “prohibited transaction” with respect to which the Borrower, the other Loan 

Parties or their ERISA Affiliates 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 otherwise be liable. 

“Event of Default” shall have the meaning provided in Section 9.01. 

“Excluded Collateral” shall mean any Property to the extent that a grant of a security 

interest therein (a) is prohibited by any Applicable Law, or requires a consent pursuant to Applicable Law 

that has not been obtained from any Governmental Authority, or (b) is contractually prohibited, or 

constitutes a breach or default under or results in the termination of any contract (except to the extent that 

such contract or the related prohibitive provisions therein are ineffective under the New York Uniform

Commercial Code or other Applicable Law) or requires a consent from any other Person (other than the 

Borrower or any of its Affiliates) that has not been obtained, (c) in the case of any investment property (as 

such term is defined in the Uniform Commercial Code), is prohibited under any applicable organizational, 

constitutive, shareholder or similar agreement (except to the extent that such agreement or the related 

prohibitive provisions therein are ineffective under the Uniform Commercial Code or other Applicable 

Law), or (d) is Property of any of the following types: 

(i) motor vehicles situated in a jurisdiction in which the perfection of a 

security interest is excluded from the Uniform Commercial Code; 
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(ii) voting Equity Interests in any Controlled Foreign Subsidiary, to the 

extent (but only to the extent) required to prevent the Collateral from including more than 65% of 

all voting Equity Interests in such Controlled Foreign Subsidiary; 

(iii) any Equity Interests owned by the Borrower or other Loan Party in any 

Excluded Subsidiary; 

(iv) assets that give rise to tax-exempt interest income within the meaning of 

Section 265(a)(2) of the Internal Revenue Code of 1986, as amended from time to time; 

(v) any Property, including any debt or Equity Interest and any 

manufacturing plant or facility which is located within the continental United States, to the extent 

that the grant of a security interest therein to secure the Obligations will result in a lien, or an 

obligation to grant a lien, in such Property to secure any other obligation; 

(vi) any “intent to use” United States trademark application for which a 

statement of use has not been filed; 

(vii) any Property that is subject to a purchase option granted to any dealer of 

the Borrower’s or any Loan Parties’ products with respect to the related dealership Properties; 

(viii) any Property (including any tangible embodiments of Intellectual 

Property that may be affixed to or embodied in any Property), including any Equity Interest, to 

the extent that the Borrower or any other Loan Party has assigned, pledged, or otherwise granted a 

security interest in or with respect to such Property to secure any indebtedness or any other 

obligations, including any Senior Lien Loan, prior to the Effective Date, to the extent that a grant 

of a security interest therein is contractually prohibited, or constitutes a breach or default under or 

results in the termination of any contract, or requires a consent from any other Person (other than 

the Borrower or any of its Affiliates) that has not been obtained; 

(ix) any Property of the Borrower or any Loan Party acquired with (a) funds 

obtained from the Government of the United States, including proceeds of any loan obtained 

under Section 136 of the EISA or (b) under any other government programs or using other 

government funds, including proceeds of government loans, contracts, grants, cooperative 

agreements, or Cooperative Research and Development Agreements, to the extent that a grant of a 

security interest therein is contractually prohibited, or constitutes a breach or default under or 

results in the termination of any contract or precludes eligibility for funding described in clauses 

(a) or (b) above or requires a consent from any other Person (other than the Borrower or any of its 

Affiliates) that has not been obtained; 

(x) any Property, including cash and cash equivalents, (x) pledged or 

deposited in connection with insurance, including worker’s compensation, unemployment 

insurance or other types of social security or pension benefits, (y) pledged or deposited to secure 

the performance of bids, tenders, statutory obligations, and surety, appeal, customs or 

performance bonds and similar obligations, or (z) pledged or deposited to secure reimbursement 

obligations in respect of letters of credit issued to support any obligations or liabilities described

in clauses (x) or (y) above; and 

(xi) to the extent not otherwise included, all proceeds, including cash 

proceeds (as each such term is defined in the Uniform Commercial Code), and products of 

Excluded Collateral, in whatever form, including cash or cash equivalents. 
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“Excluded Subsidiary” shall have the meaning set forth in Appendix A. 

“Excluded Taxes” shall have the meaning provided in Section 3.03(a). 

“Executive Order” shall have the meaning provided in Section 6.20. 

“Existing Agreements” shall mean the agreements of the Loan Parties and their 

Subsidiaries in effect on the 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. 

“Expense Policy” shall mean the Borrower’s comprehensive written policy on corporate 

expenses maintained and implemented in accordance with Section 7.19. 

“Expiration Date” shall have the meaning set forth in Appendix A. 

“Facility Account” shall have the meaning set forth in Appendix A. 

“Facility Collateral” shall mean collectively, (i) the Collateral pledged hereunder, (ii) the 

Collateral (as defined in the Equity Pledge Agreement) pledged to the Lender under the Equity Pledge 

Agreement, (iii) the Collateral (as defined in the Intellectual Property Pledge Agreement), pledged to the 

Lender under the Intellectual Property Agreement, (iv) the Guaranty Collateral (as defined in the 

Guaranty), pledged to the Lender under the Guaranty, and (v) any other collateral security pledged to 

Lender under any other Loan Document, including without limitation each Mortgage; provided that 

Facility Collateral shall exclude any Property constituting Excluded Collateral. 

“Foreign Subsidiary” shall mean any Subsidiary that is not a Domestic Subsidiary. 

“Funding Date” shall have the meaning set forth in Appendix A. 

“GAAP” shall mean generally accepted accounting principles as in effect from time to 

time in the United States. 

“Governmental Authority” shall mean, with respect to any Person, any nation or 

government, any state or other political subdivision, agency or instrumentality thereof, any entity 

exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to 

government and any court or arbitrator having jurisdiction over such Person, any of its Subsidiaries or any 

of its properties. 

“Guarantee” shall mean, as to any Person, any obligation of such Person directly or 

indirectly guaranteeing any Indebtedness 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 keep-well, to purchase assets, 

goods, securities or services, or to take-or-pay or otherwise), provided that the term “Guarantee” shall not 

include (i) endorsements 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 a 

mortgaged property, to the extent required by the Lender. The amount of any Guarantee of a Person shall 

be deemed to be an amount equal to the stated or determinable amount of the primary obligation in 

respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably 

anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” 

and “Guaranteed” used as verbs shall have correlative meanings. 
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“Guarantors” shall mean those Persons listed on Schedule 1.2.

“Guaranty” shall mean that certain Guaranty and Security Agreement, dated as of the 

date hereof, by each Guarantor in favor of the Lender guarantying the Obligations of the Borrower. 

“Hedging Agreement” means any (i) interest rate swap agreement, interest rate cap 

agreement or other agreement designed to protect against fluctuations in interest rates or (ii) foreign 

exchange forward contract, currency swap agreement or other agreement designed to protect against 

fluctuations in foreign exchange rates or (iii) commodity or raw material futures contract or other 

agreement designed to protect against fluctuations in raw material prices. 

“Indebtedness” shall mean, 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 such Property from such Person); (b) obligations of such Person to pay the deferred purchase 

or acquisition price of Property or services; (c) indebtedness of others of the type referred to in clauses 

(a), (b), (d), (e), (f) and (g) of this definition secured by a Lien on the Property of such Person, whether or 

not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent 

or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by 

banks and other financial institutions for the account of such Person; (e) Capital Lease Obligations of 

such Person; (f) obligations of such Person under repurchase agreements or like arrangements; (g) 

indebtedness of others of the type referred to in clauses (a), (b), (d), (e), (f) and (g) of this definition 

Guaranteed by such Person; (h) all obligations of such Person incurred in connection with the acquisition 

or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person 

is a general partner unless the terms of such indebtedness expressly provide that such Person is not liable 

therefor; and (j) any other indebtedness of such Person evidenced by a note, bond, debenture or similar 

instrument.

 “Individual Property” shall mean each parcel of real property, the improvements thereon 

and all personal property owned by the applicable Loan Party and encumbered by a Mortgage, together 

with all rights pertaining to such real property, improvements and personal property, as more particularly 

described in Article 1 of each Mortgage and referred to therein as the “Property”. 

“Intellectual Property” shall mean 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” shall mean that certain Intellectual Property 

Pledge Agreement, dated as of the date hereof, by and among each Loan Party and the Lender. 

“Interest Payment Date” shall have the meaning set forth in Appendix A. 

“Interest Period” shall mean, with respect to any Advance, (i) initially, the period 

commencing on the Funding Date with respect to such Advance and ending on the calendar day prior to 

the next succeeding Interest Payment Date, and (ii) thereafter, each period commencing on an Interest 

Payment Date and ending on the calendar day prior to the next succeeding Interest Payment Date. 

Notwithstanding the foregoing, no Interest Period may end after the Maturity Date. 

“Investment” shall mean any advance, loan, extension of credit (by way of guaranty or 

otherwise) or capital contribution to, or purchase of any Equity Interests, bonds, notes, debentures or 

other debt securities of, or any assets constituting a business unit of, or any other similar investment in, 

any Person. 
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“Investment Company Act” shall mean the Investment Company Act of 1940, as

amended from time to time, including all rules and regulations promulgated thereunder. 

“Joint Venture” shall mean any joint venture, partnership or similar arrangement between 

any Loan Party or one of its Subsidiaries and independent third parties which are not Subsidiaries of a 

Loan Party. 

“JV Agreement” shall mean each partnership or limited liability company agreement (or 

similar agreement) between a Loan Party or one of its Subsidiaries and the relevant JV Partner as the 

same may be amended, restated, supplemented or otherwise modified from time to time, in accordance 

with the terms hereof. 

“JV Partner” shall mean each Person party to a JV Agreement that is not a Loan Party or 

one of its Subsidiaries. 

“Labor Modifications” shall mean, collectively, the Compensation Reductions, the 

Severance Rationalization and the Work Rule Modifications. 

“Lender” shall have the meaning assigned thereto in the preamble hereof. 

“LIBOR” shall mean with respect to each Advance, the greater of (a) the LIBOR Floor 

and (b) the rate (adjusted for statutory reserve requirements for eurocurrency liabilities) for eurodollar 

deposits for a period equal to three months appearing on Reuters Screen LIBOR01 Page or if such rate 

ceases to appear on Reuters Screen LIBOR01 Page, on any other service providing comparable rate 

quotations at approximately 11:00 a.m., London time. LIBOR shall be determined on the Effective Date 

and reset on each Interest Payment Date. 

“LIBOR Floor” shall have the meaning set forth in Appendix A. 

“Licenses” shall mean the Copyright Licenses, the Trademark Licenses and the Patent 

Licenses.

“Lien” shall mean any mortgage, pledge, security interest, lien or other charge or 

encumbrance (in the nature of a security interest and other than licenses of Intellectual Property), 

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

assets. 

“Loan Agreement” shall mean this Loan and Security Agreement, as may be amended, 

restated, supplemented or otherwise modified from time to time in accordance with the terms hereof. 

“Loan Documents” shall mean the documents set forth on Appendix A, together with all 

other such documentation entered into in connection with the transactions contemplated under such 

documents and to fully evidence and secure the Borrower’s Obligations hereunder. 

“Loan Parties” shall mean the Borrower, the Guarantors, and the Pledgors, and “Loan 

Party” shall mean each of them. 

“Mandatory Prepayment” shall have the meaning ascribed thereto in Section 2.07. 

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, 

operations, property, condition (financial or otherwise) or prospects of the Loan Parties and their 
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Subsidiaries (taken as a whole), (b) the ability of the Loan Parties (taken as a whole) to perform any of 

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 they are a party, (d) the

rights and remedies of the Lender under any of the Loan Documents, or (e) the Facility Collateral (taken 

as a whole). 

“Maturity Date” shall mean the earlier of (i) the Expiration Date, (ii) the date specified in 

Section 2.05(a)(ii), or (iii) the occurrence of an Event of Default, at the option of the Lender. 

“Maximum Loan Amount” shall have the meaning set forth in Appendix A. 

“Moody’s” shall mean Moody's Investors Service, Inc. 

“Mortgage” shall mean, with respect to each Individual Property, that certain Mortgage 

(or Deed of Trust or Deed to Secure Debt, as applicable), Assignment of Leases and Rents, and Security

Agreement or similar agreement, executed and delivered by a Loan Party as security for the Advances 

and encumbering such Individual Property, as the same may be amended, restated, replaced, 

supplemented or otherwise modified from time to time. 

“Multiemployer Plan” shall mean a multiemployer 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 ERISA Affiliate may have any direct or indirect liability or obligation 

contingent or otherwise. 

“Net Proceeds” shall mean, with respect to any event, (a) the cash proceeds received in 

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

cash payments received by way of deferred payment of principal pursuant to a note or installment 

receivable or purchase price adjustment receivable or otherwise, but excluding any interest payments), but 

only as and when received, (ii) in the case of a casualty, insurance proceeds 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 and leaseback 

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

be made as a result of such event to repay Indebtedness (other than the Advances) secured by such asset 

or otherwise subject to mandatory prepayment 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) 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 determined reasonably and in good faith by a 

Responsible Person). 

“Non-Excluded Taxes” shall have the meaning provided in Section 3.03(a). 

“Note” shall mean the promissory note provided for by Section 2.02(a) for the Advances 

and any promissory note delivered in substitution or exchange therefor, in each case as the same shall be 

modified and supplemented and in effect from time to time. 

“Obligations” shall mean (a) all of the Borrower’s obligations to repay the Advances on 

the Maturity Date, to pay interest on an Interest Payment Date and all other obligations and liabilities of 

the Borrower to the Lender, or any other Person arising under, or in connection with, the Loan 

Documents, whether now existing or hereafter arising; (b) any and all sums paid by the Lender pursuant

to the Loan Documents in order to preserve any Facility Collateral or the interest of the Lender therein; 
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(c) in the event of any proceeding for the collection or enforcement of any of the Borrower’s obligations 

or liabilities referred to in clause (a), the reasonable expenses of retaking, holding, collecting, preparing 

for sale, selling or otherwise disposing of or realizing on any Facility Collateral, or of any exercise by the 

Lender of its rights under the Loan Documents, including without limitation, reasonable attorneys’ fees 

and disbursements and court costs; and (d) all of the Borrower’s indemnity obligations to the Lender 

pursuant to the Loan Documents. 

“OFAC” shall mean the Office of Foreign Assets Control of the United States 

Department of the Treasury. 

“Other Taxes” shall mean any and all present or future stamp or documentary taxes or 

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

from the execution, delivery or enforcement of, or otherwise with respect to, this Loan 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 an Advance or Loan Document), except pursuant to 

Section 3.03. 

“Patent Licenses” shall mean 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 6.26

hereto).

“Patents” shall mean 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 information, 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 patent, design patents, utility patents, 

industrial designs, inventions, trade secrets, ideas, concepts, methods, techniques, processes, proprietary 

information, technology, know-how and formulae described in Schedule 6.26 hereto), all applications, 

registrations 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 or any other country or any political subdivision thereof), and all reissues, divisions,

continuations, continuations in part and extensions or renewals thereof. 

“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding 

to any or all of its functions under ERISA. 

“Permitted Capped Call” shall mean any capped call, ratio capped call or other similar 

derivative transaction entered into by a Loan Party on or before the Effective Date. 

“Permitted Indebtedness” shall mean any of the following: 

(i) Indebtedness created under any Loan Document; 

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

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

by, or Capitalized Lease Obligations of, the Borrower or any Subsidiary; 

(iii) trade payables, if any, in the ordinary course of its business; 
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(iv) Indebtedness existing on the date hereof; 

(v) Indebtedness incurred after the date hereof under Existing Agreements; 

(vi) intercompany Indebtedness of a Loan Party in the ordinary course of 

business; provided that, the right to receive any repayment of such Indebtedness (other than 

Indebtedness meeting the criteria of clauses (iv) or (v) above, or any extensions, renewals, 

exchanges or replacements thereof) shall be subordinated to the Lender’s rights to receive 

repayment of the Obligations; 

(vii) Indebtedness consisting of loans made, or guaranteed, by any Specified 

Governmental Authority; 

(viii) Indebtedness existing at the time any Person merges with or into or 

becomes a Loan Party and not incurred in connection with, or in contemplation of, such Person 

merging with or into or becoming a Loan Party; provided that any such merger shall comply with 

Section 8.01; 

(ix) Hedging Agreements not entered into for speculative purposes; 

(x) other unsecured Indebtedness of the Loan Parties incurred in the ordinary 

course of business; provided that such Indebtedness shall not mature, and there shall be no 

scheduled principal payments due under such Indebtedness, prior to the date that is six (6) months 

after the Maturity Date; 

(xi) Indebtedness with respect to (x) letters of credit, bankers’ acceptances 

and similar instruments issued in the ordinary course of business, including letters of credit, 

bankers’ acceptances and similar instruments in respect of the financing of insurance premiums, 

customs, stay, performance, bid, surety or appeal bonds and similar obligations, completion 

guaranties, “take or pay” obligations in supply agreements, reimbursement obligations regarding 

workers’ compensation claims, indemnification, adjustment of purchase price and similar 

obligations incurred in connection with 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 and (y) 

appeal, bid, performance, surety, customs or similar bonds issued for the account of the Borrower 

or any of its Subsidiaries in the ordinary course of business; 

(xii) 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 instrument drawn against insufficient funds 

in the ordinary course of business, provided that such Indebtedness is extinguished within five (5) 

Business Days of its incurrence; 

(xiii) any guarantee by any Loan Party of Permitted Indebtedness; 

(xiv) Indebtedness entered into under Section 136 of EISA; 

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

the kind in clauses (i), (iv), (v), (vii), (viii), (xiv), (xv) and (xvii) of this definition to the extent (a) 

the principal amount of or commitment for such Indebtedness is not increased (except by an 
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amount equal to unpaid accrued interest and premium thereon plus other reasonable fees and 

expenses incurred in connection with such extension, renewals or replacement), (b) neither the 

final maturity nor the weighted average life to maturity of such Indebtedness is decreased and (c) 

such Indebtedness, if subordinated in right of payment to the Lender of the Indebtedness under 

this Loan Agreement, remains so subordinated on terms no less favorable to the Lender; 

(xvi) other Indebtedness not incurred under any other clause of this definition 

in an amount not to exceed an aggregate principal balance of $100,000,000 outstanding at any 

one time; and 

(xvii) any other Permitted Indebtedness set forth on Appendix A. 

“Permitted Investments” shall mean any of the following: 

(i) any Investment in Cash Equivalents; 

(ii) any Investment by a Loan Party in the Borrower or another Loan Party or 

a Pledged Entity that is a Domestic Subsidiary; 

(iii) any Investment by a Loan Party in any Domestic Subsidiary that is 

neither a Loan Party nor a Pledged Entity, in an aggregate amount not to exceed $100,000,000 in 

the aggregate at any one time outstanding; 

(iv) Investments in Foreign Subsidiaries, only (A) prior to the Certification 

Deadline, in accordance with Appendix A, or (B) from and after the Certification Deadline, 

pursuant to a Restructuring Plan that has been approved by the President’s Designee; 

(v) any Investment existing on the Effective Date or made pursuant to 

binding commitments in effect on the Effective Date or an investment consisting of any 

extension, modification or renewal of any Investment existing on the Effective Date; provided

that the amount of any such Investment is not increased through such extension, modification or 

renewal;

(vi) any Investment acquired solely in exchange for Equity Interests of the 

Borrower;

(vii) Investments in Joint Ventures in an aggregate amount, taken together 

with all other Investments made in reliance on this clause, not to exceed $25,000,000 in the 

aggregate at any one time outstanding plus the aggregate cash distributions received by the 

Borrower and the Loan Parties from Joint Ventures after the Effective Date; 

(viii) Investments in Joint Ventures to the extent funded by grants from, 

Investments in the Borrower and the Subsidiaries by, or Indebtedness of the Borrower and the 

Subsidiaries guaranteed by, any Specified Governmental Authority and required to be so invested 

by the terms of the related arrangements with such Specified Governmental Authority; 

(ix) any Investment otherwise permitted under the Loan Agreement; 

(x) Investments in Indebtedness of, or Investments guaranteed by, Specified 

Governmental Authorities, in connection with industrial revenue, municipal, pollution control, 

development or other bonds or similar financing arrangements; 
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(xi) any Permitted Capped Call; 

(xii) Trade Credit; 

(xiii) to the extent not otherwise addressed in this definition, Investments in 

the ordinary course of such Loan Party’s business if the value of such Investments do not exceed 

$25,000,000 in the aggregate at any one time outstanding for all Loan Parties; 

(xiv) Investments not in the ordinary course of such Loan Party’s business or 

if the value of such Investment exceeds $100,000,000, and, in each case, such Loan Party has 

provided at least twenty (20) days’ prior written notice to the President’s Designee of such 

Investments and the details thereof (or such lesser time as may be agreed by the President’s 

Designee), and the President’s Designee has not notified such Loan Party that he or she has 

determined that such Investment would be inconsistent with, or detrimental to, the long-term 

viability of such Loan Party; 

(xv) loans and advances to directors, officers and employees in the ordinary 

course of business (including for travel, entertainment and relocation expenses consistent with the 

Expense Policy);

(xvi) Investments (i) received in satisfaction or partial satisfaction of 

delinquent accounts and disputes with customers or suppliers in the ordinary course of business, 

or (ii) acquired as a result of foreclosure of a Lien securing an Investment or the transfer of the 

assets subject to such Lien in lieu of foreclosure;

(xvii) Investments constituting non-cash consideration useful in the operation 

of the business of the Borrower or any of its Subsidiaries and acquired in connection with a 

Disposition permitted by this Loan Agreement; 

(xviii) commercial transactions in the ordinary course of business with the 

Borrower or any of its Subsidiaries to the extent such transactions would constitute an 

Investment; 

(xix) conveyance of Facility Collateral in an arms length transaction to a 

Subsidiary that is not a Loan Party or an Affiliate of the Borrower for non-cash consideration 

consisting of Trade Credit or other Property to become Facility Collateral having a fair market 

value equal to or greater than the fair market value of the conveyed Facility Collateral; and 

(xx) Investments in dealerships in the ordinary course of business; and 

(xxi) any other Permitted Investment set forth in Appendix A. 

For the avoidance of doubt, no Investment may be made in a Foreign Subsidiary other than in accordance

with subclauses (iv) and (xii) of this definition. 

“Permitted Liens” shall mean, with respect to any Property of the Borrower or any Loan 

Party: 

(i) Liens created under the Loan Documents; 
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(ii) Liens on Property of a Loan Party existing on the date hereof (including 

Liens on Property of a Loan Party pursuant to Existing Agreements; provided that such Liens 

shall secure only those obligations that they secure on the date hereof); 

(iii) any Lien existing on any Property prior to the acquisition thereof by a 

Loan Party or existing on any Property of any Person that becomes a Subsidiary after the date 

hereof prior to the time such Person becomes a Loan Party, as the case may be; provided that (x) 

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

becoming a Loan Party, (y) such Lien does not apply to any other Property or assets of a Loan 

Party, and (z) such Lien secures only those obligations that it secures on the date of such 

acquisition or the date such Person becomes a Loan Party, as the case may be; Liens for taxes and 

utility charges not yet due or that are being contested in compliance with Section 6.07; 

(iv) Liens for taxes and utility charges not yet due or that are being contested 

in compliance with Section 6.07; 

(v) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’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 compliance with Section 7.12; 

(vi) Liens securing reimbursement obligations with respect to letters of credit 

that encumber documents and other property relating to such letters of credit and the proceeds 

thereof;

(vii) Liens securing Hedging Agreements permitted hereunder; 

(viii) Liens created in the ordinary course of business in favor of banks and 

other financial institutions over balances of any accounts held at such banks or financial 

institutions or over investment property held in a securities account, as the case may be, to 

facilitate the operation of cash pooling, cash management or interest set-off arrangements; 

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

set-off rights, banker’s liens and the like in favor of counterparties to financial obligations and 

instruments, including, without limitation, Hedging Agreements; 

(x) Liens securing Indebtedness incurred under Section 136 of EISA; 

(xi) pledges and deposits made in the ordinary course of business in 

compliance with workmen’s compensation, unemployment or other insurance and other social 

security laws or regulations; 

(xii) deposits to secure the performance of bids, trade contracts (other than for 

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

customs and appeal bonds, performance 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; 

(xiii) zoning restrictions, easements, rights-of-way, restrictions on use of real 

property and other similar encumbrances incurred 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 of the business of the Borrower or 

any of its Subsidiaries; 
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(xiv) purchase money security interests in real property, improvements thereto 

or equipment hereafter acquired (or, in the case of improvements, constructed) by a Loan Party, 

including pursuant to Capital Lease Obligations; provided that (w) such security interests secure 

Indebtedness permitted by Section 8.10, (x) such security interests are incurred, and the 

Indebtedness secured thereby is created, within 90 days after such acquisition (or construction), 

(y) 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 

construction) and (z) such security interests do not apply to any other property or assets of the 

Borrower or any Subsidiary; 

(xv) judgment Liens securing judgments not constituting an Event of Default 

under Section 9.01(g); 

(xvi) any Lien consisting of rights reserved to or vested in any Governmental 

Authority by statutory provision; 

(xvii) Liens securing Indebtedness described in clause (vi) or clause (vii) of the 

definition of Permitted Indebtedness; 

(xviii) pledges or deposits made to secure reimbursement obligations in respect 

of letters of credit issued to support any obligations or liabilities described in clauses (xi) or (xii) 

of this definition; 

(xix) other Liens created or assumed in the ordinary course of business of a 

Loan Party; provided that the obligations secured by all such Liens shall not exceed the principal 

amount of $50,000,000 in the aggregate at any one time outstanding; and 

(xx) any other Permitted Lien set forth on Appendix A. 

“Person” shall mean any individual, corporation, company, voluntary association, 

partnership, joint venture, limited liability company, trust, unincorporated association or government (or 

any agency, instrumentality or political subdivision thereof). 

“Plan” shall mean an employee benefit or other plan covered by Title IV of ERISA, other 

than a Multiemployer Plan which is sponsored, established, contributed to or maintained by any Loan 

Party or any ERISA Affiliate, or for which any of the Loan Parties or any of their respective ERISA 

Affiliates could have any liability, whether actual or contingent (whether pursuant to section 4069 of

ERISA or otherwise) or to which any of the Loan Parties or any of their respective ERISA Affiliates 

previously maintained or contributed to during the six years prior to the Effective Date. 

“Plan Completion Certification” shall mean the certification of the President’s Designee 

delivered in accordance with Section 7.23. 

“Pledged Entity” shall mean a Subsidiary of a Loan Party whose Equity Interests are 

Pledged Equity pursuant to the Equity Pledge Agreement. 

“Pledged Equity” shall mean all of the Equity Interests of a Pledged Entity (or such lesser 

amount as may be required pursuant to the Pledge Limitation (as defined in the Equity Pledge 

Agreement)), together with all ownership certificates, options or rights of any nature whatsoever which 

may be issued, granted or pledged by the owners of such interests to the Lender while this Loan 

Agreement is in effect. 
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“Pledgors” shall mean the Persons set forth on Schedule 1.1 hereof. 

“Post-Closing Letter Agreement” shall mean that certain Post-Closing Letter Agreement, 

dated as of the date hereof, by and between the Borrower and the Lender.

“Post-Default Rate” shall mean, in respect of any principal of any Advance or any other 

amount under this Loan Agreement, the Note or any other Loan Document that is not paid when due to 

the Lender (whether at stated maturity, by acceleration or mandatory prepayment or otherwise), a rate per 

annum during the period from and including the due date to but excluding the date on which such amount

is paid in full equal to 5.00% per annum, plus (x) the interest rate otherwise applicable to such Advance 

or other amount, or (y) if no interest rate is otherwise applicable, the sum of (i) LIBOR plus (ii) the 

Spread Amount. 

“Prepayment Event” shall mean the occurrence of any of the following events: 

(i) the Disposition of any Facility Collateral to any Person other than to any 

Loan Party or Pledged Entity; 

(ii) the incurrence by any Loan Party of any Indebtedness (other than the 

incurrence of Indebtedness that constitutes Permitted Indebtedness) or any equity or other capital 

raises (other than (x) contributions of indemnity payments received by the Borrower and required 

to be applied to satisfy (or reimburse a payment made in respect of) obligations and liabilities of 

the Borrower or any of its Subsidiaries or (y) the proceeds of the Advances), either public or 

private, whether in connection with a primary securities offering, a business combination of any 

kind, or otherwise; or 

(iii) the Disposition of unencumbered assets of the Borrower other than in the 

ordinary course of business (including aircraft divestments). 

“President’s Designee” shall mean (i) one or more officers from the Executive Branch 

appointed by the President to monitor and oversee the restructuring of the U.S. domestic automobile 

industry and (ii) if no such officer has been appointed, the Secretary of the Treasury. 

“proceeds” shall have the meaning assigned to such term under the Uniform Commercial 

Code.

“Prohibited Jurisdiction” shall mean, 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. 

“Prohibited Person” shall mean any Person: 

(i) listed in the Annex to (the “Annex”), or otherwise subject to the 

provisions of the Executive Order; 

(ii) that is owned or controlled by, or acting for or on behalf of, any person 

or entity that is listed to the Annex to, or is otherwise subject to the provisions of, the 

Executive Order; 
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(iii) with whom the Lender is prohibited from dealing or otherwise engaging 

in any transaction by any terrorism or money laundering law, including the Executive 

Order;

(iv) who commits, threatens or conspires to commit or supports “terrorism” 

as defined in the Executive Order; 

(v) 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.ofac/t11sdn.pdf or at any replacement website or other replacement 

official publication of such list; or 

(vi) who is an Affiliate of or affiliated with a Person listed above. 

“Property” shall mean any right or interest in or to property of any kind whatsoever, 

whether real, personal or mixed and whether tangible or intangible. 

“Records” shall mean all books, instruments, agreements, customer lists, credit files,

computer files, storage media, tapes, disks, cards, software, data, computer programs, printouts and other 

computer materials and records generated by other media for the storage of information maintained by 

any Person with respect to the business and operations of the Loan Parties and the Facility Collateral. 

“Relevant Companies” shall have the meaning set forth in Appendix A. 

“Reportable Event” shall mean any of the events set forth in Section 4043(b) of ERISA, 

other than those events as to which the thirty day notice period is waived. 

“Requirement of Law” shall mean 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 determination of an arbitrator or a court or other Governmental Authority, in each case 

applicable to or binding upon such Person or any of its property or to which such Person or any of its

property is subject. 

“Responsible Person” shall mean, as to any Person, the chief executive officer or, with 

respect to financial matters, the chief financial officer of such Person, an individual so designated from 

time to time by such Person’s board of directors or, in the event any such officer is unavailable at any 

time he or she is required to take any action hereunder, Responsible Person shall mean any officer 

authorized to act on such officer’s behalf as demonstrated by a certificate of corporate resolution (or 

equivalent); provided that the Lender is notified in writing of the identity of such Responsible Person. 

“Restricted Payments” shall mean with respect to any Person, collectively, all direct or 

indirect dividends or other distributions of any nature (cash, securities, assets or otherwise) on, and all 

payments for, the purchase, redemption, defeasance or retirement or other acquisition for value of, any 

class of Equity Interests issued by such Person, whether such securities are now or may hereafter be 

authorized or outstanding, and any distribution in respect of any of the foregoing, whether directly or 

indirectly.

“Restructuring Plan” shall mean the plan to achieve and sustain the long-term viability, 

international competitiveness and energy efficiency of the Borrower and its Subsidiaries required by 

Section 7.20. 
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“Restructuring Plan Report” shall mean the report to be submitted by the Borrower to the 

President’s Designee in accordance with Section 7.22. 

“Reuters Screen LIBOR01 Page” shall mean the display page currently so designated on 

the Reuters Monitor Money Rates Service (or such other page as may replace that page on that service for 

the purpose of displaying comparable rates or prices). 

 “S&P” shall mean Standard & Poor's Ratings Services, a division of The McGraw Hill 

Companies, Inc. 

 “Senior Employee” shall mean, with respect to the Loan Parties collectively, any of the 

twenty-five (25) most highly compensated employees (including the SEOs). 

“Senior Lien” shall mean the Lien granted to or for the benefit of a Senior Lien Lender 

on Facility Collateral pursuant to a Senior Lien Loan Agreement that is senior in priority to the Lien

thereon granted to Lender hereunder or under any other Loan Documents and in effect as of the Effective 

Date.

“Senior Lien Lender” shall mean the lenders under the Senior Lien Loan Agreements, 

together with their successors and assigns. 

“Senior Lien Loan Agreements” shall mean those certain loan agreements identified as 

such on Schedule 6.22 in effect as of the Effective Date between any Loan Party and a Senior Lien 

Lender.

“Senior Lien Loans” shall mean those certain loans made by Senior Lien Lender to a 

Loan Party pursuant to the Senior Lien Loan Agreements, which are secured by Senior Liens. 

“SEO” shall mean a senior executive officer within the meaning of section 111(b)(3) of 

EESA and any interpretation of the United States Department of the Treasury thereunder, including the 

rules set forth in 31 C.F.R. Part 30. 

“Severance Rationalization” shall mean elimination of the payment of any compensation 

or benefits to U.S. employees of the Borrower or any of its Subsidiaries who have been fired, laid-off, 

furloughed, or idled, other than customary severance pay. 

“Specified Governmental Authority” shall mean any nation or government, any state or

other political subdivision, agency or instrumentality thereof or any entity exercising executive, 

legislative, judicial, regulatory or administrative functions of or pertaining to government and any quasigovernmental entity, including any international organization or agency. 

“Spread Amount” shall have the meaning set forth in Appendix A. 

“Subsidiary” shall mean, with respect to any Person, any corporation, partnership or other 

entity of which at least a majority of the securities or other ownership interests having by the terms

thereof ordinary voting power to elect a majority of the board of directors or other persons performing 

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 of such corporation, partnership 

or other entity shall have or might have voting power by reason of the happening of any contingency) is at 

the time 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. 
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“supporting obligations” shall have the meaning assigned to such term under the Uniform 

Commercial Code. 

“Termination Event” shall mean if the President’s Designee shall not have issued the 

Plan Completion Certification by the Certification Deadline. 

“Trade Credit” shall mean accounts receivable, trade credit or other advances extended 

to, or investment made in, customers or suppliers, including intercompany, in the ordinary course of 

business.

“Trademark Licenses” shall mean 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 Trademark, 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 6.26 hereto). 

“Trademarks” shall mean all domestic and foreign trademarks, service marks, collective 

marks, certification marks, trade dress, trade names, business names, d/b/a’s, Internet domain names, 

trade styles, 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, trade dress, trade 

names, business names, d/b/a’s, Internet domain names, trade styles, designs, logos and other source or 

business identifiers described in Schedule 6.26 hereto), all applications, registrations 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. 

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from 

time to time in the State of New York; provided that if by reason of mandatory provisions of law, the 

perfection or the effect of perfection or non-perfection of the security interest in any Facility Collateral is 

governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform 

Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for 

purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection. 

“Union” shall mean the leadership of each major United States labor organization that 

represents the employees of the Borrower and its Subsidiaries. 

“United States” or “U.S.” shall mean the United States of America. 

“VEBA” shall mean a voluntary employees’ beneficiary association authorized under 

Section 501(c)(9) of the Code. 

“VEBA Modifications” shall mean provision that not less than one-half of the value of 

each future payment or contribution made by the Borrower and its Subsidiaries or any of them to the 

VEBA account (or similar account) of a labor organization representing their employees (or as otherwise 

provided in Appendix A) shall be made in the form of the stock of the Borrower or one of its Subsidiaries, 

and the total value of any such payment or contribution shall not exceed the amount of any such payment

or contribution that was required for such time period under the collective bargaining agreement that 

applied as of the date set forth in Appendix A. 
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 “Work Rule Modifications” shall mean application of work rules for the U.S. employees 

of the Borrower and its Subsidiaries, beginning not later than December 31, 2009, in a manner that is 

competitive with the work rules for employees of Nissan Motor Company, Toyota Motor Corporation, or 

American Honda Motor Company whose site of employment is in the United States. 

1.02 Interpretation. The following rules of this Section 1.02 apply unless the context 

requires otherwise. A gender includes all genders. Where a word or phrase is defined, its other 

grammatical forms have a corresponding meaning. A reference to a subsection, Section, Appendix, 

Annex or Exhibit is, unless otherwise specified, a reference to a Section of, or annex or exhibit to, this 

Loan Agreement. A reference to a party to this Loan Agreement or another agreement or document 

includes the party’s successors and permitted substitutes or assigns. A reference to an agreement or 

document (including any Loan Document) is to the agreement or document as amended, restated, 

modified, novated, supplemented or replaced, except to the extent prohibited thereby or by any Loan 

Document and in effect from time to time in accordance with the terms thereof. A reference to legislation 

or to a provision of legislation includes a modification or re-enactment of it, a legislative provision 

substituted for it and a regulation or statutory instrument issued under it. A reference to writing includes 

a facsimile transmission and any means of reproducing words in a tangible and permanently visible form. 

A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not 

in writing. The words “hereof”, “herein”, “hereunder” and similar words refer to this Loan Agreement as 

a whole and not to any particular provision of this Loan Agreement. The term “including” is not limiting 

and means “including without limitation”. In the computation of periods of time from a specified date to 

a later specified date, the word “from” means “from and including”, the words “to” and “until” each mean 

“to but excluding”, and the word “through” means “to and including”. 

Except where otherwise provided in this Loan Agreement, any determination, consent, 

approval, statement or certificate made or confirmed in writing with notice to the Borrower by the Lender 

or an authorized officer of the Lender provided for in this Loan Agreement is conclusive and binds the

parties in the absence of manifest error. A reference to an agreement includes a security interest, 

guarantee, agreement or legally enforceable arrangement whether or not in writing related to such 

agreement. 

A reference to a document includes an agreement (as so defined) in writing or a 

certificate, notice, instrument or document, or any information recorded in computer disk form. Where a 

Loan Party is required to provide any document to the Lender under the terms of this Loan Agreement, 

the relevant document shall be provided in writing or printed form unless the Lender requests otherwise. 

At the request of the Lender, the document shall be provided in computer disk form or both printed and

computer disk form. 

This Loan Agreement is hereby modified where indicated in Appendix A hereto. 

This Loan Agreement is the result of negotiations among, and has been reviewed by 

counsel to, the Lender and the Loan Parties, and is the product of all parties. In the interpretation of this 

Loan Agreement, no rule of construction shall apply to disadvantage one party on the ground that such 

party proposed or was involved in the preparation of any particular provision of this Loan Agreement or 

this Loan Agreement itself. Except where otherwise expressly stated, the Lender may give or withhold,

or give conditionally, approvals and consents and may form opinions and make determinations at its 

absolute discretion. Any requirement of good faith, discretion or judgment by the Lender shall not be

construed to require the Lender to request or await receipt of information or documentation not 

immediately available from or with respect to the Borrower, any other Loan Party, any other Person, or

the Facility Collateral themselves. 
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1.03 Accounting Terms and Determinations. Except as otherwise expressly 

provided herein, all accounting terms used herein shall be interpreted, and all financial statements and 

certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be 

prepared, in accordance with GAAP. 

SECTION 2. ADVANCES, NOTE AND PAYMENTS.

2.01 Advances.

(a) Subject to fulfillment of the conditions precedent set forth in Sections 5.01 and 

5.02 hereof, and provided that no Default or Event of Default shall have occurred and be continuing 

hereunder, the Lender agrees, on the terms and conditions of this Loan Agreement, to make loans 

(individually, an “Advance”; collectively, the “Advances”) to the Borrower in Dollars, on each Funding 

Date in an aggregate principal amount up to but not exceeding the Maximum Loan Amount. 

(b) The Advances made on each Funding Date shall be in an amount as set forth in 

Section 2.01(b) of Appendix A. 

(c) Each Advance shall be a term loan and no amounts of any Advance repaid may 

be reborrowed hereunder. 

(d) Lender shall have no obligation to make an Advance when any Default or Event 

of Default has occurred and is continuing. 

(e) Without limiting any other provision of this Loan Agreement, the obligation of 

the Lender to fund any Advance is subject to the satisfaction (or waiver by the Lender) of the conditions 

precedent set forth in Section 5. 

2.02 The Note.

(a) Subject to the amendments, restatements, supplements or other modifications in 

Section 2.02(a) of Appendix A, the Advances made by the Lender shall be evidenced by a single 

promissory note of the Borrower substantially in the form of Exhibit A hereto (the “Note”), dated the 

date hereof, payable to the Lender in a principal amount equal to the amount of the Maximum Loan 

Amount as originally in effect and otherwise duly completed. The Lender shall have the right to have its 

Note subdivided, by exchange for promissory notes of lesser denominations or otherwise. 

(b) The date, amount and interest rate of each Advance made by the Lender to the 

Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender 

on its books and, prior to any transfer of the Note, noted by the Lender on the grid attached to the Note 

or any continuation thereof; provided, that the failure of the Lender to make any such recordation or 

notation shall not affect the obligations of the Borrower to make a payment when due of any amount 

owing hereunder or under the Note in respect of the Advances. 

2.03 Procedure for Borrowing.

(a) The Borrower may request a borrowing to be made on a Funding Date, by 

delivering to the Lender an irrevocable Notice of Borrowing substantially in the form of Exhibit C

hereto (a “Notice of Borrowing”), appropriately completed, which Notice of Borrowing must be 

received no later than 5:00 p.m. (Washington, D.C. time) two (2) Business Days prior to the requested 
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Funding Date (other than the Notice of Borrowing for the Advance to be made on the Effective Date, 

which Notice must be received no later than 3:00 p.m. (Washington D.C. time) on the Effective Date). 

(b) Upon the Borrower’s request for a borrowing pursuant to Section 2.03(a), the 

Lender shall, assuming all conditions precedent set forth in this Section 2.03 and in Sections 5.01 and 

5.02 have been met, and provided no Default or Event of Default shall have occurred and be continuing,

not later than 5:00 p.m. (Washington, D.C. time) on the requested Funding Date, make an Advance in an 

amount for each Funding Date as set forth in Section 2.01(b) of Appendix A. Subject to the foregoing,

the Lender shall deliver the Advance to the Borrower in immediately available funds, via wire transfer

(pursuant to the wire transfer instructions set forth in Section 2.03(b) of Appendix A). 

2.04 Limitation on Types of Advances; Illegality. Anything herein to the contrary 

notwithstanding, if, on or prior to the determination of LIBOR: 

(a) the Lender determines, which determination shall be conclusive, that quotations 

of interest rates for the relevant deposits referred to in the definition of “LIBOR” in Section 1.01 hereof 

are not being provided in the relevant amounts or for the relevant maturities for purposes of determining 

rates of interest for Advances as provided herein; or 

(b) the Lender determines, which determination shall be conclusive, that the Spread 

Amount plus the relevant rate of interest referred to in the definition of “LIBOR” in Section 1.01 hereof 

upon the basis of which the rate of interest for Advances is to be determined is not likely adequately to 

cover the cost to the Lender of making or maintaining Advances; or 

(c) it becomes unlawful for the Lender to make or maintain Advances hereunder 

using LIBOR; 

then the Lender shall give the Borrower prompt notice thereof and, so long as such condition remains in 

effect, the Borrower shall pay interest on all outstanding Advances at a rate per annum as determined by 

the Lender taking into account the cost to the Lender of making and maintaining the Advances.

2.05 Repayment of the Advances; Interest.

(a) On the Maturity Date, the Borrower shall repay to the Lender the aggregate 

principal amount of all Advances then outstanding under the Note, together with all interest thereon and 

fees and out-of-pocket expenses of the Lender accruing under this Loan Agreement; provided that, if a 

Termination Event shall have occurred, all such amounts shall become due and payable on the thirtieth 

(30th) day after the Certification Deadline without any further action on the part of the Lender, except as 

may otherwise be provided in Section 2.05(a)(ii) of Appendix A. 

(b) Each Advance shall bear interest on the unpaid principal amount thereof at a rate 

per annum equal to LIBOR plus the Spread Amount, payable in arrears (i) on each Interest Payment 

Date in respect of the previous Interest Period, (ii) on the Maturity Date and (iii) on payment or 

prepayment of an Advance in whole or in part, in the amount of interest accrued on the amount paid or 

prepaid, provided that interest accruing pursuant to paragraphs (c) or (d) of this Section shall be payable 

from time to time on demand. 

(c) If all or a portion of any Advance, any interest payable on any Advance or any 

fee or other amount payable hereunder shall not be paid when due (whether at the stated maturity, by 

acceleration or otherwise), such overdue amount shall bear interest at a rate per annum equal to the Post 
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Default Rate, in each case from the date of such non-payment until such amount is paid in full (as well 

after as before judgment). 

(d) Upon the occurrence and continuance of any Default or Event of Default, at the 

option of the Lender, all Advances, any fee or other amount payable hereunder shall bear interest at a

rate per annum equal to the Post Default Rate, in each case from the date of such Default or Event of 

Default until such amount is paid in full (as well after as before judgment). 

2.06 Optional Prepayments.

(a) The Advances are prepayable without premium or penalty, in whole or in part at 

any time, in accordance herewith and subject to clause (b) below. Any amounts prepaid shall be applied 

(i) first, to pay any fees and indemnity obligations owed to the Lender, (ii) second, to pay accrued and 

unpaid interest and (iii) third, to repay the outstanding principal amount of any Advances until paid in 

full. Amounts repaid may not be reborrowed. If the Borrower intends to prepay an Advance in whole or

in part from any source, the Borrower shall give two (2) Business Days’ prior written notice thereof to 

the Lender. If such notice is given, the amount specified in such notice shall be due and payable on the 

date specified therein, together with accrued interest to such date on the amount prepaid. Partial 

prepayments shall be in an aggregate principal amount of at least $100,000,000 and in integral multiples 

of $50,000,000 thereafter. 

(b) In connection with each prepayment, other than on an Interest Payment Date, the 

Borrower shall indemnify the Lender and hold the Lender harmless from any actual loss or expense 

which the Lender may sustain or incur arising from (i) the re-employment of funds obtained by the 

Lender to maintain the Advances hereunder or (ii) fees payable to terminate the deposits from which 

such funds were obtained, in either case, which actual loss or expense shall be equal to an amount equal 

to the excess, as reasonably determined by the Lender, of (x) its cost of obtaining funds for such 

Advance for the period from the date of such payment through the next Interest Payment Date over (y) 

the amount of interest likely to be realized by the Lender in redeploying the funds not utilized by reason 

of such payment for such period. This Section 2.06 shall survive termination of this Loan Agreement 

and payment of the Note. 

(c) Notwithstanding the Borrower’s right to prepay the Advances pursuant to this 

Section 2.06, in no event will the Lender’s Lien on any of the Facility Collateral be released upon any 

such prepayment until payment in full of all Advances and the satisfaction of all other Obligations. 

2.07 Mandatory Prepayments. In the event and on each occasion that any Net 

Proceeds are received by or on behalf of any Loan Party in respect of any Prepayment Event, the 

Borrower shall, within one (1) Business Day after such Net Proceeds are received by the applicable Loan 

Party, prepay the Advances, in an aggregate amount equal to 100% of such Net Proceeds (a “Mandatory 

Prepayment”). Notwithstanding the foregoing, the applicable Loan Party shall not be required to make a 

Mandatory Prepayment arising in connection with a Disposition of Facility Collateral in the ordinary 

course of business if such Loan Party reinvests 100% of the Net Proceeds from such Disposition within 

twenty (20) days of the Disposition in Property that becomes, upon the purchase thereof, subject to a Lien 

in favor of the Lender having the same priority as the Lender’s Lien on the Facility Collateral so Disposed 

(a “Collateral Substitution”). Upon receiving any Mandatory Prepayment in connection with the 

Disposition of Facility Collateral, the Lender shall release its Lien thereon in accordance with 

Section 4.12. Unless and until all Advances have been paid in full and all other Obligations have been 

satisfied, the Lender shall not be required to release its Lien on any Facility Collateral other than Facility 

Collateral for which the Disposition thereof gave rise to such Mandatory Prepayment. The Borrower’s 
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obligation under this Section 2.07 to prepay Advances with any such Net Proceeds may be modified as 

provided in Section 2.07 of Appendix A. 

2.08 Requirements of Law.

(a) If any Requirement of Law (other than with respect to any amendment made to 

the Lender’s certificate of incorporation, by-laws or other organizational or governing documents) 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 date hereof: 

(i) shall subject the Lender to any tax of any kind whatsoever with respect to this 

Loan Agreement, the Note or any Advance made by it (excluding net income taxes) 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, Excluded Taxes or taxes covered by Section 3.03); 

(ii) shall impose, modify or hold applicable any reserve, special deposit, compulsory 

advance or similar requirement against assets held by deposits or other liabilities in or for the 

account of Advances or other extensions of credit by, or any other acquisition of funds by any 

office of the Lender which is not otherwise included in the determination of LIBOR hereunder; 

(iii) shall impose on the Lender any other condition; 

and the result 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 any Advance 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 thereafter incurred. 

(b) If the Lender shall have determined that the adoption of or any change in any 

Requirement of Law (other than with respect to any amendment made to the Lender’s certificate of 

incorporation, by-laws or other organizational or governing documents) 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 to the date hereof 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 the Lender’s or such 

Person’s policies with respect to 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 

subsection, it shall promptly notify the Borrower of the event by reason of which it has become so 

entitled. A certificate as to any additional amounts payable pursuant to this subsection submitted by the 

Lender to the Borrower shall be conclusive in the absence of manifest error. 

2.09 Use of Proceeds

The Borrower shall utilize the proceeds from the Advances as set forth in Section 2.09 of 

Appendix A. 
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SECTION 3. PAYMENTS; COMPUTATIONS; TAXES.

3.01 Payments. Except to the extent otherwise provided herein, all payments of 

principal, interest and other amounts to be made by the Borrower under the Loan Documents, shall be 

made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to the Lender 

at the account set forth in Section 3.01 of Appendix A not later than 5:00 p.m. (Washington, D.C. time), 

on the date on which such payment shall be due. Any amounts received after such time on any date may,

in the discretion of the Lender, be deemed to have been received on the next succeeding Business Day for 

purposes of calculating interest thereon. If any payment hereunder shall be due on a day that is not a 

Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the 

case of any payment accruing interest, interest thereon shall be payable for the period of such extension. 

The Borrower acknowledges that it has no rights of withdrawal from the foregoing account. 

3.02 Computations. Interest on the Advances shall be computed on the basis of a 

360-day year for the actual days elapsed (including the first day but excluding the last day) occurring in 

the period for which payable. 

3.03 US Taxes.

(a) Except as required by Applicable Law, all payments made by the Borrower under 

this Loan Agreement shall be made free and clear of, and without deduction or withholding for or on 

account of, any present or future income, 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) and branch profit taxes imposed on 

the Lender as a result of a present or former connection between the Lender and the jurisdiction of the 

Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or 

therein (other than any such connection arising solely from the Lender’s having executed, delivered or

performed its obligations or received a payment under, or enforced, this Loan Agreement or any other 

Loan Document). If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or

withholdings (“Non-Excluded Taxes”) or any Other Taxes are required to be withheld from any amounts 

payable to the Lender hereunder, the amounts so payable to the Lender shall be increased to the extent

necessary to yield to the Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest or

any such other amounts payable hereunder at the rates or in the amounts specified in this Loan 

Agreement; provided, however, that the Borrower shall not be required to increase any such amounts 

payable to the Lender with respect to any Non-Excluded Taxes that are (i) attributable to the Lender’s

failure to comply with the requirements of paragraph (d) or (e) of this Section 3.03, (ii) backup 

withholding taxes, imposed under Section 3406 of the Code, (iii) 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 such Person became a party to this Loan Agreement, or (B) with respect 

to an assignment, acquisition, grant of a participation the effective date of such assignment, acquisition, 

participation or appointment, except to the extent that such Person’s predecessor was entitled to such

amounts, or (C) with respect to the designation of a new lending office, the effective date of such 

designation, except to the extent such Person was entitled to receive such amounts with respect to its

previous lending office; and (iv) taxes resulting from such Person’s gross negligence or willful 

misconduct (collectively, and together with the taxes excluded by the first sentence of this 

Section 3.03(a), “Excluded Taxes”).

(b) In addition, the Borrower shall pay any Other Taxes to the relevant 

Governmental Authority in accordance with Applicable Law. 
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(c) Whenever any Non-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 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 3.03 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 for any 

incremental taxes, interest or penalties that may become payable by the Lender as a result of any such 

failure. The agreements in this Section shall survive the termination of this Loan Agreement and the 

payment of the Advances and all other amounts payable hereunder. 

(d) If the Lender (or Participant or the Lender’s assignee) is not a “United States 

person” as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”), such Person shall deliver 

to the Borrower (and, in the case of a Participant, to the Lender from which the related participation shall 

have been purchased) two original copies of either U.S. Internal Revenue Service Form W-8BEN, Form 

W-8ECI and/or Form W-8IMY, or, in the case of a Non-U.S. Lender claiming exemption from U.S. 

federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of 

“portfolio interest” a statement substantially in the form of Exhibit F and a Form W-8BEN, and/or any 

subsequent versions thereof or successors thereto properly completed and duly executed by such NonU.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all 

payments by the Borrower under this Loan Agreement and the other Loan Documents. Such forms shall 

be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Loan Agreement 

(or, in the case of any Participant or the Lender’s assignee, on or before the date such Participant 

purchases the related participation, or Lender’s assignee takes its assignment, as the case may be). In 

addition, each Non-U.S. Lender shall deliver such forms promptly upon (i) the obsolescence, expiration

or invalidity of any form previously delivered by such Non-U.S. Lender and (ii) the written request of

the Borrower. If the Lender (or a Participant or the Lender’s assignee) is a “United States person” as

defined in Section 7701(a)(30) of the Code, it shall deliver a duly executed and properly completed 

Internal Revenue Service Form W-9 to the Borrower at the time(s) and in the manner(s) described above 

with respect to the other forms referenced in this clause (d) above certifying that such person is exempt 

from United States backup withholding tax on payments made hereunder under the Loan Documents; 

provided, however, that if the Lender is an “exempt recipient” within the meaning of Treasury 

Regulations section 1.6049-4(c), it shall not be required to provide a Form W-9 except to the extent 

required under Treasury Regulations section 1.1441-1. Notwithstanding any other provision of this 

paragraph, the Lender shall not be required to deliver any form pursuant to this paragraph that it is not 

legally able to deliver. 

(e) If the Lender is entitled to an exemption from or reduction of non-U.S. 

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 Loan 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 documentation prescribed by Applicable Law as 

will permit 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. 

(f) If the Lender determines that it has received a refund, credit, or other reduction of 

taxes in respect of any Non-Excluded Taxes or Other Taxes paid by the Borrower, which refund, credit 

or other reduction is directly attributable to any Non-Excluded Taxes or Other Taxes paid by the 

Borrower, the Lender shall within sixty (60) days from the date of actual receipt of such refund or the 
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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 Non-Excluded 

Taxes or Other Taxes paid by the Borrower), net of all out of pocket expenses of such Person, and 

without interest (other than interest paid by the relevant Governmental Authority with respect to such

refund). Notwithstanding anything to the contrary in this Loan 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 such Person is required to repay such 

amount to the taxing Governmental Authority. 

(g) Real Property Taxes.

(i) If any law is enacted or adopted or amended after the date of this Loan 

Agreement which deducts the principal amount of Advances then outstanding, the 

interest thereon or the fees and out-of-pocket expenses accruing under this Loan 

Agreement (collectively, the “Debt”) from the value of an Individual Property and the

effect is that a tax is imposed, either directly or indirectly, on the Debt or the Lender’s 

interest in an Individual Property (the “Real Property Tax”), the Borrower will pay or 

cause to be paid the Real Property Tax, with interest and penalties thereon, if any. If the 

Lender is advised by counsel chosen by it that the payment of Real Property Tax by the 

Borrower or such other Person would be unlawful or taxable to the Lender or provide the 

basis for a defense of usury, then Lender shall pay such Real Property Tax to the extent 

required by Applicable Law, and each Loan Party agrees to pay as and when billed by the 

Lender such Real Property Tax plus all of the reasonable out-of pocket costs and 

expenses incurred by the Lender in connection therewith. If any Loan Party fails to pay 

when due any costs, expenses or other amounts payable by it under this 

Section 3.03(g)(i), including, without limitation, reasonable fees and expenses of counsel 

the Borrower shall remain liable for any such payments by the Lender and such amounts 

shall accrue interest at the Post-Default Rate. No such payment by the Lender shall be 

deemed a waiver of any of its rights under the Loan Documents. 

(ii) Neither the Borrower nor any Loan Party shall claim or demand or be 

entitled to any credit or credits on account of the Debt for any part of the real estate and 

personal property taxes, assessments, impositions and any other charges now or hereafter 

levied or assessed or imposed against any Individual Property or part thereof, and no 

deduction shall otherwise be made or claimed from the assessed value of an Individual 

Property, or any part thereof, for real estate tax purposes by reason of any Mortgage or 

other Loan Document or the Debt. If such claim, credit or deduction shall be required by 

Applicable Law and may not be legally waived by the Borrower or the applicable Loan 

Party with respect to any Individual Property (each such Individual Property, a “Specially 

Taxed Property”), and Lender is required by Applicable Law to pay any tax with regard 

to a Specially Taxed Property, then Lender shall pay such tax, and each Loan Party 

agrees to pay as and when billed by the Lender the amount of such tax plus all of the 

reasonable out-of pocket costs and expenses incurred by the Lender in connection 

therewith. If any Loan Party fails to pay when due any costs, expenses or other amounts 

payable by it under this Section 3.03(g)(ii), including, without limitation, reasonable fees 

and expenses of counsel the Borrower shall remain liable for any such payments by the 

Lender and such amounts shall accrue interest at the Post-Default Rate. No such 

payment by the Lender shall be deemed a waiver of any of its rights under the Loan. 
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SECTION 4. COLLATERAL SECURITY.

4.01 Collateral; Security Interest.

(a) Subject to any amendments, restatements, supplements or other modifications in 

Section 4.01 of Appendix A, as security for the prompt and complete payment when due of the 

Obligations and the performance by the Borrower of all the covenants and obligations to be performed 

by it pursuant to this Loan Agreement and the other Loan Documents, the Borrower hereby mortgages, 

pledges and grants to the Lender a Lien on and security interest in all of its rights, title and interest in 

and to all personal property and real property wherever located and whether now or hereafter existing 

and whether now owned or hereafter acquired, of every kind and description, tangible or intangible, 

including without limitation, the following, whether now or hereafter existing and wherever located: 

(i) all Intellectual Property as well as royalties therefrom; 

(ii) each Individual Property; 

(iii) all cash and Cash Equivalents, and all other property from time to time 

deposited in any account or deposit account and the monies and property in the 

possession or under the control of Lender or any affiliate, representative, agent or 

correspondent of Lender related to the foregoing; 

(iv) all other tangible and intangible personal property of the Borrower 

(whether or not subject to the Uniform Commercial Code), including, without limitation, 

all bank and other accounts and all cash and all investments therein, all rights to receive 

cash and investments, including without limitation, state, Federal or local tax refunds, 

intercompany debt, all proceeds, products, offspring, accessions, rents, profits, income, 

benefits, substitutions and replacements of and to any of the property of the Borrower 

described in the preceding clauses of this Section 4.01(a) (including, without limitation, 

any proceeds of insurance thereon and all causes of action, claims and warranties now or 

hereafter held by the Borrower in respect of any of the items listed above), and all books, 

correspondence, files and other Records in the possession or under the control of the 

Borrower or any other Person from time to time acting for the Borrower that at any time 

evidence or contain information relating to any of the property described in the preceding 

clauses of this Section 4.01(a) or are otherwise necessary or helpful in the collection or 

realization thereof; 

(v) all rights, title and interest of the Borrower (but not any of the 

obligations, liabilities or indemnifications of the Borrower) in, to and under the Loan 

Documents; 

(vi) all “accounts,” “chattel paper,” “commercial tort claims,” “deposit 

accounts,” “documents,” “equipment,” “general intangibles” (including without 

limitation, uncertificated Equity Interests), “goods,” “instruments,” “inventory,” 

“investment property,” “letter of credit rights,” and “securities’ accounts,” as each of 

those terms is defined in the Uniform Commercial Code; 

(vii) and all products and proceeds relating to or constituting any or all of the 

foregoing (clauses (i) through (vii) collectively, the “Collateral”);
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in each case howsoever the Borrower’s interest therein may arise or appear (whether by ownership, 

security interest, claim or otherwise), provided that, notwithstanding anything to the contrary contained 

herein or in any other Loan Document, the term “Collateral” and each other term used in the definition

thereof shall not include, and the Borrower is not pledging or granting a security interest in, any Property 

to the extent that such Property constitutes Excluded Collateral; provided further that if and when, and to 

the extent that, any Property ceases to be Excluded Collateral, the Borrower hereby grants to the Lender, 

and at all times from and after such date, the Lender shall have, a first priority or junior priority, as 

applicable, Lien in and on such Property (subject to Permitted Liens) and the Borrower shall cooperate in 

all respects to ensure the prompt perfection of the Lender’s security interest therein. 

The Liens granted to Lender hereinabove shall be first priority Liens on all of the Collateral 

(subject to Permitted Liens and to the extent legally and contractually permissible); provided that, with 

respect to the Collateral which is subject to a Senior Lien, as set forth on Schedule 6.28, the Lien shall be 

of junior priority (subject to Permitted Liens and to the extent legally and contractually permissible). 

The Obligations of the Borrower under the Loan Documents constitute recourse obligations of the 

Borrower, and therefore, their satisfaction is not limited to payments from the Facility Collateral. 

(b) With respect to each right to payment or performance included in the Collateral 

from time to time, the Lien granted therein includes a continuing security interest in (i) any supporting 

obligation that supports such payment or performance and (ii) any Lien that (A) secures such right to 

payment or performance or (B) secures any such supporting obligation. 

4.02 UCC Matters; Further Assurances. The Borrower, shall, at all times on and 

after the date hereof, and at its expense, cause Uniform Commercial Code financing statements and 

continuation statements to be filed in all applicable jurisdictions as required to continue the perfection of 

the security interests created by this Loan Agreement. The Borrower shall, from time to time, at its 

expense and in such manner and form as the Lender may reasonably require, execute, deliver, file and 

record any other statement, continuation statement, specific assignment or other instrument or document 

and take any other action that may be necessary, or that the Lender, may reasonably request, to create, 

evidence, preserve, perfect or validate the security interests created hereunder or to enable the Lender to 

exercise and enforce its rights hereunder with respect to any of the Facility Collateral. To the extent 

contemplated in the Post-Closing Letter Agreement, the Borrower agrees that, if the grant of a security 

interest in any Property to Lender requires a consent to such grant from any other Person (other than the 

Borrower or any of its Affiliates), the Borrower shall use its best efforts to procure such consent. Further, 

the Borrower agrees that if any Excluded Collateral should, at any time following the Effective Date, 

become Collateral on which the Lender is permitted to take a Lien, the Borrower shall so notify the 

Lender and cooperate with and shall take all steps as may be reasonably required by the Lender to enable 

and continue the perfection of the Lender’s security interests therein and shall comply with the provisions 

of Section 7.16 hereof in connection therewith, to the extent applicable. Without limiting the generality 

of the foregoing, the Borrower shall: upon the request of the Lender, execute and file such Uniform 

Commercial Code financing or continuation statements, or amendments thereto or assignments thereof, 

Mortgages, and such other instruments or notices, as may be necessary or appropriate or as the Lender 

may request. The Borrower hereby authorizes the Lender to file one or more Uniform Commercial Code 

financing or continuation statements, and amendments thereto and assignments thereof, relative to all or 

any of the Collateral now existing or hereafter arising without the signature of the Borrower where 

permitted by law. A carbon, photographic or other reproduction of this Loan Agreement or any financing 

statement covering the Collateral or any part thereof shall be sufficient as a financing statement. 

4.03 Changes in Locations, Name, etc. If the Borrower shall (i) change the location 

of its chief executive office/chief place of business from that specified in Section 6.10 hereof, (ii) change 
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its name, identity or corporate structure (or the equivalent) or change the location where it maintains 

records with respect to the Collateral, or (iii) reincorporate or reorganize under the laws of another

jurisdiction, it shall give the Lender written notice thereof not later than ten (10) days after such event 

occurs, and shall deliver to the Lender all Uniform Commercial Code financing statements and 

amendments as the Lender shall request and taken all other actions deemed reasonably necessary by the 

Lender to continue its perfected status in the Collateral with the same or better priority. 

4.04 Lender’s Appointment as Attorney-in-Fact.

(a) The Borrower hereby irrevocably constitutes and appoints the Lender and any 

officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full 

irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower

or in its own name, from time to time in the Lender’s discretion, for the purpose of carrying out the 

terms of this Loan Agreement, to take any and all appropriate action and to execute any and all 

documents and instruments which may be necessary or desirable to accomplish the purposes of this Loan 

Agreement, which the Borrower is required to do hereunder but has failed to do within the time limits 

required, including without limitation, to protect, preserve and realize upon the Collateral, to file such 

financing statements relating to the Collateral as the Lender at its option deems appropriate, and, without 

limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on

behalf of the Borrower, without assent by, but with notice to, the Borrower, if an Event of Default shall 

have occurred and be continuing, to do the following: 

(i) in the name of the Borrower or its own name, or otherwise, to take 

possession of and endorse and collect any checks, drafts, notes, acceptances or other 

instruments for the payment of moneys due under any insurance policies or with respect 

to any of the Collateral and to file any claim or to take any other action or proceeding in 

any court of law or equity or otherwise deemed appropriate by the Lender for the purpose 

of collecting any and all such moneys due with respect to any other Collateral whenever 

payable; 

(ii) to pay or discharge taxes and Liens levied or placed on or threatened 

against the Collateral; and 

(iii) (A) to direct any party liable for any payment under any Collateral to 

make payment of any and all moneys due or to become due thereunder directly to the 

Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment of 

and receipt for, any and all moneys, claims and other amounts due or to become due at 

any time in respect of or arising out of any Collateral; (C) to sign and endorse any 

invoices, assignments, verifications, notices and other documents in connection with any 

of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law 

or in equity in any court of competent jurisdiction to collect the Collateral or any part 

thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, 

action or proceeding brought against the Borrower with respect to any Collateral; (F) to 

settle, compromise or adjust any suit, action or proceeding described in clause (E) above 

and, in connection therewith, to give such discharges or releases as the Lender may deem 

appropriate; and (G) in connection with its exercise of its remedies hereunder pursuant to 

Sections 4.07 or 10, generally, to sell, transfer, pledge and make any agreement with 

respect to or otherwise deal with any of the Collateral as fully and completely as though 

the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s 

option and the Borrower’s expense, at any time, or from time to time, all acts and things 

which the Lender deems necessary to protect, preserve or realize upon the Collateral and 
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the Lender’s Liens thereon and to effect the intent of this Loan Agreement and the other 

Loan Documents, all as fully and effectively as the Borrower might do. 

The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. 

This power of attorney is a power coupled with an interest and shall be irrevocable. 

(b) The Borrower also authorizes the Lender, at any time and from time to time, to 

execute, in connection with the sale provided for in Section 4.07 hereof, any endorsements, assignments 

or other instruments of conveyance or transfer with respect to the Collateral. 

(c) The powers conferred on the Lender are solely to protect the Lender’s interests in 

the Collateral and subject to Applicable Law shall not impose any duty upon the Lender to exercise any

such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the 

exercise of such powers, and neither the Lender nor any of its officers, directors, agents or employees 

shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross

negligence or willful misconduct. 

4.05 Performance by the Lender of the Borrower’s Obligations. If the Borrower 

fails to perform or comply with any of its agreements contained in the Loan Documents, the Lender may 

itself perform or comply, or otherwise cause performance or compliance, with such agreement, and the 

reasonable out-of-pocket expenses of the Lender incurred in connection with such performance or 

compliance, together with interest thereon at a rate per annum equal to the Post-Default Rate, shall be 

payable by the Borrower to the Lender on demand and shall constitute Obligations. 

4.06 Proceeds. If an Event of Default shall occur and be continuing, (a) all proceeds 

of Facility Collateral received by the Borrower consisting of cash, checks and Cash Equivalents shall be 

held by the Borrower in trust for the Lender, segregated from other funds of the Borrower, and shall 

forthwith upon receipt by the Borrower be turned over to the Lender in the exact form received by the 

Borrower (duly endorsed by the Borrower to the Lender, if required), and (b) any and all such proceeds

received by the Borrower will be applied by the Lender against, the Obligations (whether matured or 

unmatured), such application to be in such order as the Lender shall elect. For purposes hereof, proceeds 

shall include, but not be limited to, all principal and interest payments, royalty payments, license fees, all 

prepayments and payoffs, all dividends and distributions, insurance claims, condemnation awards, sale 

proceeds, rents and any other income and all other amounts received with respect to the Facility Collateral 

and upon the liquidation of any Facility Collateral, all such proceeds received by the Lender will be 

distributed by the Lender in such order as the Lender shall elect. Any balance of such proceeds remaining 

after the Obligations shall have been paid in full and this Loan Agreement shall have been terminated 

shall be promptly paid over to the Borrower or to whomsoever may be lawfully entitled to receive the 

same. 

4.07 Remedies. If a Default or Event of Default shall occur and be continuing, the 

Lender may exercise, in addition to all other rights and remedies granted to it in this Loan Agreement and 

in any other instrument or agreement securing, evidencing or relating to the Obligations, all rights and 

remedies of a secured party under the Uniform Commercial Code, at law and in equity. Without limiting

the generality of the foregoing, the Lender, without demand of performance or other demand, 

presentment, protest, advertisement or notice of any kind (except any notice required by law referred to 

below) to or upon the Borrower or any other Person (all and each of which demands, defenses, 

presentments, protests, advertisements and notices are hereby waived), may in such circumstances 

forthwith collect, receive, appropriate and realize upon the Facility Collateral, or any part thereof, and/or 

may forthwith sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver 

the Facility Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels 
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or as an entirety at public or private sale or sales, at any exchange, broker’s board or office of the Lender 

or elsewhere upon such terms and conditions and at prices that are consistent with the prevailing market 

for similar collateral as it may deem advisable and at such prices as it may deem best, for cash or on credit 

or for future delivery without assumption of any credit risk. The Lender shall act in good faith to obtain 

the best execution possible under prevailing market conditions. The Lender shall have the right upon any 

such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to 

purchase the whole or any part of the Facility Collateral so sold, free of any right or equity of redemption 

in the Borrower, which right or equity is hereby waived and released. The Borrower further agrees, at the 

Lender’s request, to assemble the Facility Collateral and make it available to the Lender at places which 

the Lender shall reasonably select, whether at the Borrower’s premises or elsewhere. The Lender shall 

apply the net proceeds of any such collection, recovery, receipt, appropriation, realization or sale, after 

deducting all reasonable costs and expenses of every kind incurred therein or incidental to the care or 

safekeeping of any of the Facility Collateral or in any way relating to the Facility Collateral or the rights 

of the Lender hereunder, including, without limitation, reasonable attorneys’ fees and disbursements, to 

the payment in whole or in part of the Obligations, in such order as the Lender may elect, and only after 

such application and after the payment by the Lender of any other amount required or permitted by any 

provision of law, including, without limitation, Section 9-504(1)(c) of the Uniform Commercial Code, 

need the Lender account for the surplus, if any, to the Borrower. To the extent permitted by Applicable 

Law, each Loan Party waives all claims, damages and demands it may acquire against the Lender arising 

out of the exercise by the Lender of any of its rights hereunder. If any notice of a proposed sale or other 

Disposition of Facility Collateral shall be required by law, such notice shall be deemed reasonable and 

proper if given at least ten (10) days before such sale or other Disposition. The Borrower shall remain 

liable for any deficiency (plus accrued interest thereon) if the proceeds of any sale or other disposition of 

the Facility Collateral are insufficient to pay the Obligations and the reasonable fees and disbursements 

incurred by the Lender, including reasonable fees and expenses of any attorneys employed by the Lender

to collect such deficiency. Because the Borrower recognizes that the Lender may not be able to purchase 

or sell all of the Facility Collateral on a particular Business Day, or in a transaction with the same

purchaser, or in the same manner because the market for such Facility Collateral may not be liquid, the 

Borrower agrees that liquidation of the Facility Collateral does not require a public purchase or sale and 

that a good faith private purchase or sale shall be deemed to have been made in a commercially 

reasonable manner. Accordingly, the Lender may elect, in its sole discretion, the time and manner of 

liquidating any Facility Collateral and nothing contained herein shall (i) obligate the Lender to liquidate 

any Facility Collateral on the occurrence of an Event of Default or to liquidate all Facility Collateral in 

the same manner or on the same Business Day or (ii) constitute a waiver of any of the Lender’s rights or 

remedies. 

4.08 Continuing Liability of the Borrower. The security interests described above 

are granted as security only and shall not subject the Lender or any of its assigns to, or transfer or in any 

way affect or modify, any obligation, liability or indemnity of the Borrower with respect to, any of the 

Facility Collateral or any transaction relating thereto. None of the Lender or its assigns shall be required 

or obligated in any manner to make any inquiry as to the nature or sufficiency of any payment received by 

it or the sufficiency of any performance by any party under any such obligation, or to make any payment 

or present or file any claim, or to take any action to collect or enforce any performance or the payment of 

any amount thereunder to which any such Person may be entitled at any time. 

4.09 Limitation on Duties Regarding Preservation of Facility Collateral. The 

Lender’s duty with respect to the custody, safekeeping and physical preservation of the Facility Collateral 

in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be to deal 

with it in the same manner as the Lender deals with similar property for its own account. Neither the 

Lender nor any of its directors, officers or employees shall be liable for failure to demand, collect or 

realize upon all or any part of the Facility Collateral or for any delay in doing so or shall be under any 
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obligation to sell or otherwise dispose of any Facility Collateral upon the request of the Borrower or

otherwise.

4.10 Powers Coupled with an Interest. All authorizations and agencies herein 

contained with respect to the Facility Collateral are irrevocable and powers coupled with an interest.

4.11 Release of Security Interest Upon Satisfaction of all Obligations. Upon 

termination of this Loan Agreement and repayment to the Lender of all Obligations and the performance 

of all obligations under the Loan Documents, the Lender shall release its security interest in any 

remaining Facility Collateral; provided that if any payment, or any part thereof, of any of the Obligations 

is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, 

dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a 

receiver, intervenor or conservator of, or a trustee or similar officer for the Borrower or any substantial 

part of its Property, or otherwise, this Loan Agreement, all rights hereunder and the Liens created hereby 

shall continue to be effective, or be reinstated, until such payments have been made. 

4.12 Partial Release of Facility Collateral. Provided that no Event of Default shall 

then exist, the Lender shall, in connection with any Disposition of any Facility Collateral permitted under 

this Loan Agreement (other than dispositions of Facility Collateral between and among Loan Parties and

Pledged Entities), release from the Lien of the Loan Documents the portion of the Facility Collateral 

Disposed of, upon the applicable Loan Parties’ satisfaction of each of the following conditions: 

(a) the Borrower shall provide the Lender with at least ten (10) Business Days prior 

written notice of its request to obtain a release of such Facility Collateral; 

(b) except in the case of a Collateral Substitution or as otherwise permitted in 

Appendix A, the Lender shall have received a wire transfer of immediately available federal funds in the 

amount of the proceeds of the Disposition, together with (i) all accrued and unpaid interest on the 

amount of principal being prepaid through and including the prepayment date; and (ii) all other sums 

then due and owing under this Loan Agreement, the Note or the other Loan Documents in connection 

with a partial prepayment; 

(c) the Borrower shall submit to the Lender, not less than ten (10) Business Days 

prior to the date of such release, a release of Lien (and related Loan Documents) for such Facility 

Collateral for execution by Lender. Such release shall be in a form that would be satisfactory to a 

prudent institutional lender. In addition, the Borrower shall provide all other documentation the Lender 

reasonably requires to be delivered by the Borrower in connection with such release, together with a 

certificate of a Responsible Person of the Borrower certifying that (i) such documentation is in 

compliance with all applicable Requirements of Law, and (ii) the release will not impair or otherwise 

adversely affect the Liens, security interests and other rights of the Lender under the Loan Documents

not being released (or as to the parties to the Loan Documents and property subject to the Loan 

Documents not being released); and 

(d) the Lender shall have received payment of all the Lender’s reasonable, third 

party costs and expenses, including reasonable counsel fees and disbursements incurred in connection 

with the release of such Facility Collateral from the Lien of the Loan Documents and the review and 

approval of the documents and information required to be delivered in connection therewith.

For the avoidance of doubt, the Lien of the Lender on Facility Collateral (i) shall be automatically 

released upon the Disposition of Facility Collateral consisting of current assets Disposed of in the 

ordinary course of business and (ii) other than as provided in clause (i) above, shall not be released in 
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connection with the Disposition of Facility Collateral between and among Loan Parties and Pledged 

Entities unless the Net Proceeds of such Disposition have been applied in accordance with Section 2.07. 

SECTION 5. CONDITIONS PRECEDENT.

5.01 Initial Advance. Subject to the amendments, restatements, supplements or other 

modifications in Section 5.01 of Appendix A and the terms and provisions of the Post-Closing Letter 

Agreement (which may permit the delivery or satisfaction of certain of the following items after the 

funding of the initial Advance), the obligation of the Lender to make the initial Advance hereunder is

subject to the satisfaction, immediately prior to or concurrently with the making of such Advance, of the 

following conditions precedent or waiver of such conditions precedent by the Lender: 

(a) Loan Agreement. The Lender shall have received this Loan Agreement, duly 

executed and delivered by a Responsible Person of the Borrower. 

(b) Additional Loan Documents. The Lender shall have received the following 

documents, each of which shall be satisfactory to the Lender in form and substance: 

(i) Note. The original Note, duly completed and executed; and 

(ii) Loan Documents. Each additional Loan Document (including the PostClosing Letter Agreement), duly executed and delivered by a Responsible Person of each 

of the parties thereto. 

(c) Notice of Borrowing. The Lender shall have received a duly executed Notice of 

Borrowing.

(d) Organizational Documents. The Lender shall have received a certificate of a 

Responsible Person of each Loan Party attesting to the validity of a good standing certificate and 

certified copies of the charter and by-laws (or equivalent documents) of such Person and of all corporate 

or other authority for such Person with respect to the execution, delivery and performance of the Loan

Documents and each other document to be delivered by such Person from time to time in connection 

herewith (and the Lender may conclusively rely on such certificate until it receives notice in writing

from the relevant Loan Party to the contrary). 

(e) Incumbency Certificate. The Lender shall have received an incumbency 

certificate of a secretary or assistant secretary of each Loan Party certifying the names, true signatures 

and titles of such Person’s representatives duly authorized to request an Advance hereunder, if 

applicable, and to execute the Loan Documents and the other documents to be delivered in connection 

therewith.

(f) Other Certificates. The Lender shall have received a certificate of a Responsible 

Person of each Loan Party certifying that as of the Effective Date each of the representations and 

warranties set forth in this Loan Agreement are true and accurate in all material respects (or, if any such 

representation or warranty is expressly stated to have been made as of a specific date, as of such specific 

date) and no Default or Event of Default has occurred and is continuing. 

(g) Legal Opinion. A legal opinion of (i) in-house counsel to the Loan Parties, (ii) 

U.S. counsel to the Loan Parties, and (iii) applicable local foreign counsel to the Loan Parties, each in 

form and substance satisfactory to the Lender. 
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(h) Facility Collateral. The Lender’s interests in the Facility Collateral shall be 

perfected and of first priority in accordance with Applicable Law (except to the extent the interests will 

be perfected on a post-closing basis, as may be agreed to by the Lender), and shall be subject to no Liens 

other than those created hereunder and Permitted Liens. 

(i) Filings, Registrations, Recordings. Any documents (including, without 

limitation, financing statements, patent and trademark lien filings and Mortgages) required to be filed, 

registered or recorded in order to perfect the Lender’s security interest in the Facility Collateral, shall 

have been properly prepared and executed for filing (including the applicable county(ies) if the Lender 

determines such filings are necessary in its reasonable discretion), registration or recording in each office 

in each jurisdiction in which such filings, registrations and recordations are required to perfect such firstpriority security interest (or junior lien, with respect to any portion of the Facility Collateral subject to a 

Senior Lien or other Permitted Liens). 

(j) Searches. The Lender shall have received the results of a recent lien search in 

each of the jurisdictions in which Uniform Commercial Code financing statements or other filings or 

recordations should be made to evidence or perfect security interests in the Facility Collateral, and such 

search shall reveal no liens on any of the Facility Collateral, except for Permitted Liens, and shall in all 

cases be satisfactory to the Lender. 

(k) Lien Releases. With respect to the Facility Collateral on which the Lender will 

have a first priority security interest, evidence that all then-existing Liens thereon (except Permitted 

Liens) have been released or will be released simultaneously with the funding of the initial Advance. 

(l) Lien Consents. With respect to Facility Collateral subject to a Senior Lien, either 

(i) the Lender and the applicable Senior Lien Lender shall have entered into an intercreditor agreement, 

in form and substance satisfactory to Lender in its sole discretion or (ii) or the applicable Loan Parties 

shall have obtained the necessary waivers, amendments, approvals, and consents to the pledge of the 

Facility Collateral prior to the Effective Date. 

(m) Fees and Expenses. The Lender shall have received all fees and expenses 

required to be paid by the Borrower on or prior to the Effective Date, including, but not limited to, 

counsel fees, which fees and expenses may be netted out of the initial Advance made by the Lender 

hereunder.

(n) Financial Statements. The Lender shall have received the financial statements 

referenced in Section 6.02 for the quarter ended September 30, 2008 and year ended December 31, 2007. 

(o) Consents, Licenses, Approvals, etc. The Lender shall have received copies 

certified by each Loan Party of all consents, licenses and approvals, if any, including, but not limited to, 

consent and approvals of all relevant shareholders and members required in connection with the 

execution, delivery and performance by each Loan Party of, and the validity and enforceability of, the

Loan Documents, which consents, licenses and approvals shall be in full force and effect. 

(p) Insurance. The Lender shall have received evidence in form and substance 

satisfactory to the Lender showing compliance by each Loan Party as of the Effective Date with 

Section 7.06 hereof, to the extent applicable to such Loan Party. 

(q) Litigation. There shall exist no action, suit, investigation, litigation or proceeding 

affecting any Loan Party or any of its Subsidiaries pending or threatened before any Governmental 
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Authority that (i) could have a Material Adverse Effect or (ii) purports to challenge the legality, validity 

or enforceability of any Loan Document or the consummation of the transaction contemplated hereby. 

(r) Pledged Equity. With respect to the Collateral (as defined in the Equity Pledge 

Agreement) pledged to the Lender under the Equity Pledge Agreement, (i) the Pledgor shall have 

complied with Sections 2.3 and 2.4 of the Equity Pledge Agreement, and (ii) the Lender shall have 

received an Acknowledgment and Consent, substantially in the form of Exhibit B, duly executed by 

each Pledged Entity (an “Acknowledgement and Consent”). In addition, the Lender shall have received 

evidence that the registries of ownership interests for all uncertificated Pledged Equity reflects the

Lender’s security interests in the Pledged Equity. 

(s) Pledged Entity. The Borrower and the Pledgors shall deliver to the Lender a 

good standing certificate for each Pledged Entity and copies of the certificate of formation, articles of 

incorporation, by-laws and operating agreement (or equivalent documents) of such Pledged Entity, as the 

Lender may reasonably require. 

(t) Pledged Equity Consents. With respect to the Pledged Entities and to the extent 

required, the Lender shall have received all required approvals and consents to the pledge of the Pledged 

Equity to the Lender duly executed by each creditor, joint venture partner, regulatory body and any other 

Person or Governmental Authority with such approval and consent rights. 

(u) Guaranty Consents. The Lender shall have received all required approvals and 

consents to the Guaranty duly executed by each creditor, JV Partner, regulatory body and any other 

Person or Governmental Authority with such approval and consent rights. 

(v) Waivers.

(i) A waiver shall have been duly executed by each Loan Party and 

delivered to the Lender, in substantially the form attached hereto as Exhibit G-1,

releasing the Lender from any claims that any Loan Party may otherwise have as a result 

of (A) any modifications to the terms of any Benefit Plans, arrangements and agreements 

to eliminate any provisions that would not be in compliance with the executive 

compensation and corporate governance requirements of Section 111 of the EESA and 

the executive compensation requirements of Section 7.17 and (B) the Loan Parties’ 

failure to pay or accrue any bonus or incentive compensation as a result of any action 

referenced in this Loan Agreement; 

(ii) A waiver shall have been duly executed by each SEO and delivered to 

the Lender, in substantially the form attached hereto as Exhibit G-2, releasing the Lender 

from any claims that any SEO may otherwise have as a result of any modifications to the 

terms of any Benefit Plans, arrangements and agreements to eliminate any provisions that 

would not be in compliance with the executive compensation and corporate governance 

requirements of Section 111 of the EESA and the executive compensation requirements 

of Section 7.17; 

(iii) A consent and waiver shall have been duly executed by each SEO and 

delivered to the Loan Parties (with a copy to the Lender), in substantially the form 

attached hereto as Exhibit G-3, releasing the Loan Parties from any claims that any SEO 

may otherwise have as a result of any modification of the terms of any Benefit Plans, 

arrangements and agreements to eliminate any provisions that would not be in 
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compliance with the executive compensation and corporate governance requirements of 

Section 111 of the EESA and the executive compensation requirements of Section 7.17; 

(iv) A waiver shall have been duly executed by each Senior Employee and 

delivered to the Lender, in substantially the form attached hereto as Exhibit G-4,

releasing the Lender from any claims that any Senior Employees may otherwise have as a 

result of the Loan Parties’ failure to pay or accrue any bonus or incentive compensation 

as a result of any action referenced in this Loan Agreement; and 

(v) A consent and waiver shall have been duly executed by each Senior 

Employee and delivered to the Loan Parties (with a copy to the Lender), in substantially 

the form attached hereto as Exhibit G-5, releasing the Loan Parties from any claims that 

any Senior Employee may otherwise have as a result of the Loan Parties’ failure to pay or 

accrue any bonus or incentive compensation as a result of any action referenced in this 

Loan Agreement. 

5.02 Initial and Subsequent Advances. Subject to the amendments, restatements, 

supplements or other modifications in Section 5.02 of Appendix A and the terms and provisions of the 

Post-Closing Letter Agreement, the making of each Advance to the Borrower (including the initial 

Advance) on each Funding Date is subject to the following further conditions precedent both immediately 

prior to the making of such Advance and also after giving effect thereto and to the intended use thereof: 

(a) no Default or Event of Default shall have occurred and be continuing; 

(b) both immediately prior to the making of such Advance and also after giving 

effect thereto and to the intended use thereof, the representations and warranties made by each Loan 

party in Section 6 hereof, and by each Loan Party in each of the other Loan Documents, shall be true and 

complete on and as of the date of the making of such Advance in all material respects with the same 

force and effect as if made on and as of such date (or, if any such representation or warranty is expressly 

stated to have been made as of a specific date, as of such specific date). At the request of the Lender, the 

Lender shall have received an officer’s certificate signed by a Responsible Person of the Borrower 

certifying as to the truth and accuracy of the above, which certificate shall be in form and substance

acceptable to the Lender in its sole, reasonable discretion.; 

(c) the aggregate principal amount of the Advances funded hereunder shall not 

exceed the Maximum Loan Amount; 

(d) subject to the Lender’s right to perform one or more Due Diligence Reviews 

pursuant to Section 11.16 hereof, the Lender shall have completed its due diligence review of such 

documents, records, agreements, instruments, mortgaged properties or information relating to such 

Advance as the Lender in its reasonable discretion deems appropriate to review and such review shall be 

satisfactory to the Lender in its reasonable discretion; 

(e) the Lender shall have received a Notice of Borrowing and all other documents 

required under Section 2.03; 

(f) the Lender shall have determined that all actions necessary or, in the opinion of 

the Lender, desirable to maintain the Lender’s perfected interest in the Facility Collateral have been

taken (including after-acquired Facility Collateral), including, without limitation, duly filed Uniform 

Commercial Code financing statements on Form UCC-1, duly filed liens with the United States 

Copyright Office and the United States Patent and Trademark Office, and duly recorded Mortgages; 
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(g) the Borrower shall have paid to the Lender all fees and expenses owed to the 

Lender, including without limitation, reasonable attorney’s fees, in accordance with this Loan 

Agreement and any other Loan Document; 

(h) the Lender or its designee shall have received any other documents reasonably 

requested by the Lender and the Borrower shall have provided such documents within a reasonable 

period of time after such request; and 

(i) each Loan Party shall have performed (to the satisfaction of the Lender) all other 

conditions to the making of an Advance requested by the Lender, including, without limitation, 

compliance in all respects with the terms and conditions of the Post-Closing Letter Agreement. 

(j) in the event that the Loan Parties were unable to obtain the necessary waivers, 

amendments, approvals and consents described in Section 5.01(l), each Monday (or if such day is not a 

Business Day, the next succeeding Business Day), the Borrower shall deliver to the Lender a weekly 

status report, commencing with the week of January 5, 2009, identifying each holder of a Senior Lien 

and each Senior Lien Lender, and the actions taken by the Loan Parties to obtain such necessary waivers, 

amendments, approvals, and consents. 

Each request for a borrowing by the Borrower hereunder shall constitute a certification by the Borrower 

to the effect set forth in this Section (both as of the date of such notice, request or confirmation and as of 

the date of such borrowing). 

SECTION 6. REPRESENTATIONS AND WARRANTIES. Each Loan Party, as 

applicable, represents and warrants to the Lender that as of the Effective Date and as of each Funding

Date:

6.01 Existence. Each Loan Party (a) is a corporation, limited partnership or limited 

liability company duly organized, validly existing and in good standing under the laws of the jurisdiction 

of its organization, (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 other jurisdictions in which the nature of the business conducted by it makes 

such qualification necessary, except where failure so to qualify would not 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. 

6.02 Financial Condition. The Borrower has heretofore furnished to the Lender a 

copy of its audited Consolidated balance sheets and the audited Consolidated balance sheets of its 

Consolidated Subsidiaries (including each Loan Party), each as at December 31, 2007, with the opinion 

thereon of an independent auditor, a copy of which has been provided to the Lender, together with copies 

of the Borrower’s unaudited pro forma Consolidated balance sheet and the unaudited pro forma 

Consolidated balance sheets of its Consolidated Subsidiaries (including each Loan Party), each as of the 

Effective Date. The Borrower has also heretofore furnished to the Lender the related Consolidated 

statements of income and retained earnings and of cash flows for the Borrower and its Consolidated 

Subsidiaries (including each Loan Party) for its most recent fiscal year, setting forth in comparative form 

the same information for the previous year. All such financial statements are materially complete and

correct and fairly present the Consolidated financial condition of the Borrower and its Consolidated 

Subsidiaries (including each Loan Party) and the Consolidated results of their operations for the fiscal 

year ended on said date, all in accordance with GAAP applied on a consistent basis. There are no 
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liabilities, contingent or otherwise, as of the Effective Date, known to any Loan Party and not disclosed in 

the most recently publicly filed financial statements or in the footnotes thereto, that involve a material 

amount or as otherwise disclosed to the Lender in writing prior to the Effective Date. 

6.03 Litigation. Except as set forth on Schedule 6.03 hereto or otherwise disclosed 

by a Responsible Person 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 Loan Party 

or any of their Subsidiaries or affecting any of the property thereof 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 Loan 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 or adverse decision.

6.04 No Breach. Neither the execution and delivery of the Loan Documents nor the 

consummation of the transactions therein contemplated in compliance with the terms and provisions 

thereof will (a) conflict with or result in a breach of (i) the charter, by laws, 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, or any of their Subsidiaries, 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 such Contractual Obligation, or (c) (except for the Liens 

created pursuant to this Loan Agreement and Permitted Liens) result in the creation or imposition of any 

Lien upon any property of any Loan Party or any of their Subsidiaries, pursuant to the terms of any such 

agreement or instrument. 

6.05 Action, Binding Obligations. Each Loan Party has all necessary corporate or 

other power, authority and legal right to execute, deliver and perform its obligations under each of the 

Loan Documents to which it is a party; the execution, delivery and performance 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 each Loan Document has been duly and validly executed and delivered by 

each Loan Party and constitutes a legal, valid and binding obligation of all of the Loan Parties, 

enforceable against all of the Loan Parties in accordance with its terms, subject to the Bankruptcy 

Exceptions.

6.06 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 performance 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 

created pursuant to this Loan Agreement unless the same has already been obtained and provided to the 

Lender.

6.07 Taxes. Each Loan Party and its Subsidiaries have filed all Federal income tax 

returns and all other material tax returns that are required to be filed by them and have paid all Federal 

and material State and local taxes due pursuant to such returns or pursuant to any assessment received by 

any of them, except for any such taxes, if any, that are being appropriately contested in good faith by 

appropriate proceedings diligently conducted and with respect to which adequate reserves have been 

provided. The charges, accruals and reserves on the books of each Loan Party and its Subsidiaries in 

respect of taxes and other governmental charges are, in the opinion of such Loan Party, adequate. Any

taxes, fees and other governmental charges payable by any Loan Party in connection with the Advances 

and the execution and delivery of the Loan Documents have been paid. 
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6.08 Investment Company Act. None of the Loan Parties is required to 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 statute or regulation which limits its ability to incur 

Indebtedness.

6.09 No Default. Neither any Loan Party nor any of its Subsidiaries is in default 

under or with respect to any of their Contractual Obligations in any respect which could reasonably be

expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is 

continuing. 

6.10 Chief Executive Office; Chief Operating Office. 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 6.10 hereto. 

6.11 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 Facility 

Collateral are located in the locations set forth in Schedule 6.11.

6.12 True and Complete Disclosure. The information, reports, financial statements, 

exhibits and schedules furnished by or on behalf of any Loan Party to the Lender or its agents or 

representatives in connection with the negotiation, preparation or delivery of this Loan Agreement and the 

other Loan Documents (including, without limitation, the list of accounts provided by the Loan Parties in 

connection with the Account Control Agreements and set forth on a schedule attached thereto) or 

included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain 

any untrue 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 information is stated or certified. All information furnished after the date hereof by or on 

behalf of any Loan Party to the Lender in connection with this Loan Agreement and the other Loan 

Documents and the transactions contemplated hereby and thereby will be 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 information is stated or certified. There is no fact known to a Responsible Person of any Loan 

Party 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 statement, exhibit, schedule, 

disclosure letter or other writing furnished to the Lender for use in connection with the transactions

contemplated hereby or thereby. 

6.13 Material Agreements. Except as provided in Appendix A, set forth on 

Schedule 6.13 is a complete and accurate list as of the date hereof of all material Existing Agreements, 

except Licenses.

6.14 ERISA. ERISA provisions shall be set forth in Section 6.14 of Appendix A. 

6.15 Expense Policy. The Borrower has taken steps necessary to ensure that (a) the 

Expense Policy conforms to the requirements set forth herein and (b) the Borrower and its Subsidiaries

are in compliance with the Expense Policy. 

6.16 Subsidiaries. All of the Subsidiaries of each Loan Party at the date hereof are 

listed on Schedule 6.16, which schedule sets forth the name and jurisdiction of formation of each of their 
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Subsidiaries and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by 

each Loan Party or any of their Subsidiaries except as set forth on Schedule 6.16.

6.17 Capitalization. One hundred percent (100%) of the issued and outstanding 

Equity Interests of each Loan Party is owned by the Persons listed on Schedule 6.17 and, to the 

knowledge of each Loan Party, such Equity Interests are owned by such Persons, free and clear of all 

Liens other than Permitted Liens. No Loan Party has issued or granted any options or rights with respect 

to the issuance of its respective Equity Interests which is presently outstanding except as set forth on 

Schedule 6.17 hereto.

6.18 Fraudulent Conveyance. Each Loan Party acknowledges that it will benefit

from the Advances contemplated by this Agreement. No Loan Party is incurring Indebtedness or 

transferring any Facility Collateral with any intent to hinder, delay or defraud any of its creditors. 

6.19 USA PATRIOT Act.

(a) Each Loan Party represents and warrants that neither it nor any of its respective 

Affiliates over which it exercises management control (a “Controlled Affiliate”) is a Prohibited Person, 

and such Controlled Affiliates are in compliance with all applicable orders, rules, regulations and 

recommendations of OFAC. 

(b) Each Loan Party represents and warrants that neither it nor any of its members, 

directors, officers, employees, parents, Subsidiaries or Affiliates: (1) are subject to U.S. or multilateral 

economic or trade sanctions currently in force; (2) are 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; (3) is a Prohibited 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 Facility Collateral are traded or used, directly or indirectly by a 

Prohibited Person or organized in a Prohibited Jurisdiction. 

(d) Each Loan Party 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 of 2001 (Public Law 107-56) (the “USA PATRIOT Act”) (collectively, the 

“Anti-Money Laundering Laws”).

6.20 Embargoed Person. As of the date hereof and at all times throughout the term 

of any Advance, (a) none of any Loan Party’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. 1 et seq. (the “Trading With the 

Enemy Act”), any of the foreign assets control regulations of the United States Treasury Department (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, 2001 and relating to Blocking Property and Prohibiting Transactions With Persons Who 
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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 any Advance made by the Lender is in violation of law (“Embargoed

Person”); (b) no Embargoed Person has any interest of any nature whatsoever in it with the result that the 

investment in it (whether directly or indirectly), is prohibited by law or any Advance is 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 prohibited by law or any Advances 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 determining whether or not a representation with respect to any indirect ownership is true or a 

covenant is being complied with under this Section 6.20, no Loan Party 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 a collective investment fund that holds assets for employee benefit plans or 

retirement arrangements. 

6.21 Borrowing for Own Benefit. The Loan Parties are the ultimate beneficiaries of 

this Loan Agreement and the Advances to be received hereunder. The Borrower will use the proceeds of

the Advances solely as set forth in Section 2.09 and the use of the Advances will comply with all 

Applicable Laws, including money laundering laws. No portion of any Advance is to be used, for the 

“purpose of purchasing or carrying” any “margin stock” as such terms 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. 

6.22 Indebtedness. No Loan Party has incurred any Indebtedness other than 

Permitted Indebtedness. The Indebtedness set forth on Schedule 6.22 is a complete and accurate list as of 

the date hereof of all existing material Indebtedness (including the Senior Lien Loans), excluding 

intercompany Indebtedness of each Loan Party, showing the parties and amendments and modifications 

thereto. Other than as set forth on Schedule 6.22, as of the date hereof, each contract related to existing 

Indebtedness of each Loan Party, excluding intercompany Indebtedness (i) is in full force and effect and 

is binding upon and enforceable against each Loan Party that is a party thereto and, to the knowledge of 

the Loan Parties, all other parties thereto in accordance with its terms, (ii) has not been otherwise 

amended or modified, except as set forth on Schedule 6.22, and (iii) is not in default due to the action of 

any Loan Party or, to the knowledge of any Loan Party, any other party thereto, except to the extent any 

such defaults would not reasonably be expected to have a Material Adverse Effect. 

6.23 Labor Matters. (a) There are no strikes against any Loan Party pending or, to 

the knowledge of any Loan Party, threatened; (b) hours worked by and payment made to employees of 

each Loan Party have not been in violation of the Fair Labor Standards Act or any other applicable 

Requirement of Law dealing with such matters; and (c) all payments due from each Loan Party on 

account of employee health and welfare benefits, or health or welfare benefits to any former employees of 

any Loan Party or for which any Loan Party has any liability or obligation have been paid or accrued as a 

liability on the books of such Loan Party in accordance with GAAP, except where the failure to make or

accrue such payments could not reasonably be expected to have a Material Adverse Effect. 

6.24 Survival of Representations and Warranties. Each Loan Party agrees that all 

of the representations and warranties of such Loan Party set forth in this Section 6 and elsewhere in this 

Loan Agreement and in the other Loan Documents shall survive for so long as any amount remains owing 

to the Lender under this Loan Agreement or any of the other Loan Documents by any Loan Party. All 

representations, warranties, covenants and agreements made in this Loan Agreement or in the other Loan
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Documents by each Loan Party shall be deemed to have been relied upon by the Lender notwithstanding 

any investigation heretofore or hereafter made by the Lender or on their behalf. 

6.25 Representations Concerning the Facility Collateral. Each Loan Party 

represents and warrants to the Lender that as of each day that an Advance is outstanding pursuant to this 

Loan Agreement: 

(a) No Loan Party has assigned, pledged, conveyed, or encumbered any Facility 

Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of any

such Facility Collateral, a Loan Party was the sole owner of such Facility Collateral and had good and

marketable title thereto, free and clear of all Liens (other than Permitted Liens), and no Person, other 

than the Lender has any Lien (other than Permitted Liens) on any Facility Collateral. No security 

agreement, financing statement, equivalent security or lien instrument or continuation statement 

covering all or any part of the Facility 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 

Facility Collateral, subject only to applicable Permitted Liens. 

(c) Upon the filing of financing statements on Form UCC-1 naming the Lender as 

“Secured Party” and each Loan Party as “Debtor”, and describing the Facility Collateral, in the 

jurisdictions and recording offices listed on Schedule 6.25 attached hereto, the security interests granted 

hereunder in the Facility Collateral will constitute perfected first priority security interests under the 

Uniform Commercial Code in all right, title and interest of the applicable Loan Party in, to and under

such Facility Collateral, which can be perfected by filing under the Uniform Commercial Code except 

with respect to any Facility Collateral in which a Senior Lien Lender has been granted a security interest, 

in which case, the security interests granted hereunder in the Facility Collateral will constitute a junior 

Lien on such Facility Collateral, in each case, subject to applicable Permitted Liens. 

(d) Each Loan Party has and will continue to have the full right, power and authority, 

to pledge the Facility Collateral, and the pledge of the Facility Collateral may be further assigned 

without any requirement. 

6.26 Intellectual Property.

(a) Each of the Loan Parties owns and controls, or otherwise possesses adequate 

rights to use, all Intellectual Property material to the conduct of its business in substantially the same 

manner as conducted as of the date hereof. Schedule 6.26 hereto sets forth a true and complete list as of 

the date hereof of all Intellectual Property owned by each Loan Party that is material to the conduct of 

the business of such Loan Party. All such Intellectual Property, other than Licenses, that is material to 

the conduct of the business of such Loan Party 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 for such instances which, individually or in the aggregate, could not reasonably be expected 

to have a Material Adverse Effect. Except as set forth in Schedule 6.26, no such Intellectual Property 

that is material to the conduct of the business of such Loan Party is the subject of any licensing or 

franchising agreement that prohibits or restricts any Loan Party’s conduct of business as presently 

conducted. No Loan Party has any knowledge of any conflict with the rights of others to any Intellectual 

Property and, to the best knowledge of each Loan Party, no Loan Party is now infringing or in conflict
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with any such rights of others in any material respect, and to the best knowledge of each Loan Party, no 

other Person is now infringing or in conflict in any material respect with any such properties, assets and 

rights owned or used by or licensed to any Loan Party, except for such infringements and conflicts 

which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse 

Effect. Except as set forth on Schedule 6.26 hereto, no Loan Party has received any notice that it is 

violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, proprietary 

information and technology, know-how, formulae, rights of publicity or other intellectual property rights 

of any third party, which, individually or in the aggregate, could reasonably be expected to have a 

Material Adverse Effect. 

(b) Each material License now existing is, and each other material License will be, 

the legal, valid and binding obligation of the parties thereto, enforceable against such parties in 

accordance with its terms, except any unenforceability which could not reasonably be expected to have a 

Material Adverse Effect. To the knowledge of each Loan Party, no default thereunder by any such party

has occurred, nor does any defense, offset, deduction, or counterclaim exist thereunder in favor of any 

such party which could reasonably be expected to have a Material Adverse Effect. Except as set forth on 

Schedule 6.26, each material License either (a) permits by its terms (1) the pledge of the License, (2) the 

foreclosure on any such License by the Lender, and (3) any potential change of control of the relevant

Loan Party without material impairment of the License, or (b) is subject to a waiver or consent secured 

by the relevant Loan Party. 

(c) The Borrower will use its best efforts to ensure that the Lender is obtaining 

through the Loan Documents sufficient rights and assets to enable a subsequent purchaser of the Facility 

Collateral in a sale pursuant to Section 4.07 to manufacture vehicles of substantially the same quality 

and nature as those sold by Borrower as of the date hereof, provided that such purchaser has access to

reasonably common motor vehicle technologies and manufacturing capabilities appropriate for vehicles 

of such nature, and market such vehicles through substantially similar channels as those employed by 

Borrower.

6.27 JV Agreements.

(a) Set forth on Schedule 6.27 is a complete and accurate list as of the date hereof of 

all JV Agreements, showing the parties and the dates of amendments and modifications thereto. 

(b) Each JV Agreement (i) is in full force and effect and is binding upon and 

enforceable against each party thereto, (ii) has not been otherwise amended or modified, except as set

forth on Schedule 6.27, and (iii) is not in default and no event has occurred that, with the passage of 

time and/or the giving of notice, or both, would constitute a default thereunder, except to the extent any 

such default would not reasonably be expected to have a Material Adverse Effect. 

6.28 Senior Lien Assets. Set forth on Schedule 6.28 is a complete and accurate list of 

all assets of each Loan Party subject to a Senior Lien. 

6.29 Excluded Collateral. Set forth on Schedule 6.29 is a complete and accurate list 

of all Excluded Collateral of each Loan Party. 

6.30 Mortgaged Real Property. Except for those certain properties described on 

Schedule 6.30, after giving effect to the recording of the Mortgages, all real property that is either owned 

in fee simple or leased pursuant to a ground lease having a term of at least fifteen (15) years by the Loan 

Parties (whether individually or collectively) and located in the United States shall be subject to a 

recorded first lien mortgage, deed of trust or similar security instrument (subject to Permitted Liens), 
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except where the grant of such a lien (a) is legally impermissible, (b) is contractually prohibited (and 

waiver of such prohibition has not been obtained), or (c) would give rise to the obligation to create a Lien 

in favor of any other Person as set forth in Schedule 6.30 hereto. 

6.31 Additional Representations and Warranties. Additional representations and 

warranties, and amendments, restatements, supplements or other modifications to those in this Section 6 

are set forth in Section 6 of Appendix A.

SECTION 7. AFFIRMATIVE AND FINANCIAL COVENANTS OF THE LOAN 

PARTIES.

Subject to the amendments, restatements, supplements or other modifications in Section 7 

of Appendix A, each Loan Party covenants and agrees with the Lender that, so long as any Advance is 

outstanding and until payment in full of all Obligations: 

7.01 Financial Statements. Except as may otherwise be required pursuant to 

Appendix A, the Borrower shall deliver to the Lender: 

(a) as soon as available and in any event within forty-five (45) days after the end of 

each month, the Consolidated balance sheets of the Borrower and its Consolidated Subsidiaries 

(including the Loan Parties) as at the end of such month and the related unaudited Consolidated 

statements of income and retained earnings and of cash flows for the Borrower and its Consolidated 

Subsidiaries (including the Loan Parties) for such month and the portion of the fiscal year through the 

end of such month, setting forth in each case in comparative form the figures for the previous year; 

(b) as soon as available and in any event within sixty (60) days after the end of each 

of the first three quarterly fiscal periods of each fiscal year of the Borrower, the Consolidated balance 

sheets of the Borrower and its Consolidated Subsidiaries (including the Loan Parties) as at the end of

such period and the related unaudited Consolidated statements of income and retained earnings and of 

cash flows for the Borrower and its Consolidated Subsidiaries (including the Loan Parties) for such 

period and the portion of the fiscal year through the end of such period, setting forth in each case in 

comparative form the figures for the previous year;

(c) as soon as available and in any event within ninety (90) days after the end of each 

fiscal year of the Borrower, the Consolidated balance sheets of the Borrower and its Consolidated 

Subsidiaries (including the Loan Parties) as at the end of such fiscal year and the related Consolidated 

statements of income and retained earnings and of cash flows for the Borrower and its Consolidated 

Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous 

year, accompanied by an opinion thereon of independent certified public accountants of recognized 

national standing, which opinion shall state that said Consolidated financial statements fairly present the 

Consolidated financial condition and results of operations of the Borrower and its Consolidated 

Subsidiaries (including the Loan Parties) at the end of, and for, such fiscal year in accordance with 

GAAP;

(d) as soon as reasonably possible after receipt by the subject Loan Party, a copy of 

any material report that may be prepared and submitted by such Loan Party’s independent certified 

public accountants at any time; 

(e) from time to time such other information regarding the financial condition, 

operations, or business of any Loan Party as the Lender may reasonably request; 
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(f) promptly upon their becoming available, copies of such other financial 

statements and reports, if any, as any Loan Party may be required to publicly file with the Securities and 

Exchange Commission or any similar or corresponding governmental commission, department or 

agency substituted therefor, or any similar or corresponding governmental commission, department, 

board, bureau, or agency, federal or state; and 

(g) as soon as reasonably possible, and in any event within five (5) Business Days 

after a Responsible Person of a Loan Party 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 Person of the relevant Loan Party setting forth details respecting such 

event or condition and the action, if any, that such Loan Party or its 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 (provided that a failure to meet the minimum 

funding standard of Section 412 of the Code or Section 302 of ERISA, including, without 

limitation, the failure to make on or before its due date a required installment under the 

Code or ERISA, shall be a reportable event regardless of the issuance of any waivers in 

accordance with Section 412(d) of the Code); and any request for a waiver under 

Section 412(d) of the Code for any Plan; 

(ii) the distribution under Section 4041(c) of ERISA of a notice of intent to 

terminate any Plan or any action taken by any Loan Party or an ERISA Affiliate to 

terminate any Plan; 

(iii) the institution by PBGC of proceedings under Section 4042 of ERISA 

for the termination of, or the appointment of a trustee 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 from a Multiemployer 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 or 

4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of 

ERISA;

(v) the institution of a proceeding by a fiduciary of any Multiemployer Plan 

against any Loan Party or any ERISA Affiliate to enforce Section 515 of ERISA, which 

proceeding is not dismissed within thirty (30) days; and 

(vi) any violation of section 401(a)(29) of the Code. 

(h) as soon as available and in any event within thirty (30) days after the end of each 

of the first quarterly fiscal period of each fiscal year of the Borrower commencing in the year 2010, 

updated Schedules to this Loan Agreement, which shall be true, accurate and complete in all material 

respects as of the last Business Day of such fiscal period. 

The Borrower will furnish to the Lender, at the time it furnishes each set of financial 

statements pursuant to paragraphs (a), (b) and (c) above, a certificate of a Responsible Person of the
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Borrower in the form of Exhibit E, wherein such Responsible Person shall certify that, (i) said 

Consolidated financial statements fairly present the Consolidated financial condition and results of 

operations of the Borrower and its Subsidiaries (including the Loan Parties) in accordance with GAAP, 

consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments 

and the absence of footnotes if applicable), (ii) to the best of such Responsible Person’s knowledge, each 

Loan Party during such fiscal period or year has observed or performed all of its covenants and other 

agreements in all material respects, is in compliance with the representations and warranties in this Loan 

Agreement and the other Loan Documents and has satisfied every material condition contained in this 

Loan Agreement and the other Loan Documents to be observed, performed or satisfied by them, and that 

such Responsible Person has obtained no knowledge of any Default or Event of Default except as 

specified in such certificate (and, if any Default or Event of Default has occurred and is continuing,

describing the same in reasonable detail and describing the action the Borrower has taken or proposes to 

take with respect thereto) and (iii) that it is in compliance with the financial covenants set forth by the 

President’s Designee pursuant to Section 7.03 and shall include calculations necessary to demonstrate 

such compliance to the reasonable satisfaction of the Lender. 

7.02 Reporting Requirements. The relevant Loan Party shall deliver written notice 

to the Lender of the following: 

(a) Defaults. Promptly after a Responsible Person or any officer of a Loan Party 

with a title of at least executive vice president becomes aware of the occurrence of any Default or Event 

of Default, or any event of default under any publicly filed material agreement; 

(b) Litigation. Promptly after a Responsible Person or an attorney in the general 

counsel’s office of such Loan Party obtains knowledge of any action, suit or proceeding instituted by or 

against such Loan Party or any of its Subsidiaries in any federal or state court or before any commission, 

regulatory body or Governmental Authority in which the amount in controversy, in each case, is an 

amount equal to $100,000,000 or more, such Loan Party shall furnish to the Lender notice of such 

action, suit or proceeding; 

(c) Material Adverse Effect on Facility Collateral. Promptly upon any Loan Party 

becoming aware of any default or any event or change in circumstances related to any Facility Collateral 

which, in each case, could reasonably be expected to have a Material Adverse Effect; 

(d) Change of Control. The Borrower shall furnish the Lender notice of any Change 

of Control prior to the occurrence of such event; 

(e) Judgment. Promptly upon the entry of a judgment or decree against any Loan 

Party or any of its Subsidiaries in an amount in excess of $50,000,000; 

(f) Insurance. Promptly upon any material change in the insurance coverage 

required of any Loan Party or any other Person pursuant to any Loan Document, with copy of evidence 

of same attached; 

(g) Change in Accounting Policies. Simultaneously with the delivery of the financial

information required pursuant to Section 7.01(b) or 7.01(c), any material change in accounting policies 

or financial reporting practices of the Borrower or any of its Consolidated Subsidiaries (including the 

Loan Parties) since the delivery of the latest financial information required under such sections; 
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(h) Organizational Documents. Subject to Section 8.06, each Loan Party shall 

furnish the Lender notice of any material amendment to such Loan Party’s organizational documents and 

copies of such amendments; 

(i) 13-Week Rolling Cash Forecast. On each Monday (or if such day is not a 

Business Day, the next succeeding Business Day), the Borrower shall deliver to the Lender a weekly 

status report, commencing with the week that includes the Effective Date, detailing the 13-week rolling 

cash forecast for each Loan Party and its Subsidiaries (on a Consolidated and consolidating basis) in a

form agreed to between the parties; 

(j) Liquidity. On every other Monday (or if such day is not a Business Day, the next 

succeeding Business Day), beginning on the second Monday after the Effective Date, the Borrower shall 

deliver to the Lender a bi-weekly liquidity status report, detailing, with respect to each Loan Party and 

its Subsidiaries (on a Consolidated and consolidating basis): (i) the current liquidity profile; (ii) expected 

liquidity needs; (iii) any material changes in their business since the date of the last status report; (iv) 

any transfer, sale, pledge or other Disposition of any material asset since the date of the last status report; 

and (v) any changes to their capital structure in a form agreed to between the parties; 

(k) Expense Policy. Within fifteen (15) days after the conclusion of each calendar 

month, beginning with the month in which the Effective Date occurs, the Borrower shall deliver to the 

Lender a certification signed by a Responsible Person of the Borrower and its Subsidiaries 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 

Policy or deviations from the Expense Policy other than those that have been disclosed to and approved

by the Lender; and 

(l) Executive Privileges and Compensation. The Borrower shall submit a 

certification on the last day of each fiscal quarter beginning with the first fiscal quarter of 2009, certifying 

that each Relevant Company has complied with and is in compliance with the provisions set forth in 

Section 7.17. Such certification shall be made to the TARP Compliance Office by an SEO of the 

Borrower, subject to the requirements and penalties set forth in Title 18, United States Code, Section

1001. 

Each notice pursuant to this Section 7.02 shall be accompanied by a certificate signed by a Responsible 

Person of the relevant Loan Party setting forth details of the occurrence referred to therein and stating 

what action such Loan Party has taken or proposes to take with respect thereto. 

7.03 Financial Covenants. The Loan Parties shall, at all times following March 31, 

2009, comply with such financial covenants as may be required by the President’s Designee in his/her 

sole discretion, based on the Restructuring Plan Report and any other information that the President’s

Designee deems relevant. The Loan Parties shall cooperate with the Lender to amend this Loan 

Agreement as necessary in order to reflect such financial covenants. 

7.04 Existence, Etc. Each Loan Party shall: 

(a) preserve and maintain its legal existence and all of its material rights, privileges, 

licenses and franchises; 

(b) 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; 
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(c) keep adequate records and books of account, in which complete entries will be 

made in accordance with GAAP consistently applied, and maintain adequate accounts and reserves for 

all taxes (including income taxes), all depreciation, depletion, obsolescence and amortization of its 

properties, all contingencies, and all other reserves; 

(d) not move its chief executive office or chief operating office from the addresses 

referred to in Schedule 6.10 unless it shall have provided the Lender not less than thirty (30) days prior 

written notice of such change; 

(e) pay and discharge all taxes, assessments and governmental charges or levies 

imposed on it or its income or profits or on any of its Property prior to the date on which penalties attach 

thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in 

good faith and by proper proceedings and against which adequate reserves are being maintained. Each 

Loan Party and its Subsidiaries shall file on a timely basis all federal, and material state and local tax and 

information returns, reports and any other information statements or schedules required to be filed by or 

in respect of it where the failure to file would reasonably be expected to have a Material Adverse Effect; 

(f) keep in full force and effect the provisions of its charter documents, by-laws, 

operating agreements or similar organizational documents; and 

(g) keep in full force and effect all agreements and instruments by which it or any of 

its properties may be bound and all applicable decrees, orders and judgments, in each case in such 

manner that a Material Adverse Effect will not result. 

7.05 Use of Proceeds. The Borrower will use the proceeds of each Advance as set 

forth in Section 2.09 of Appendix A. 

7.06 Maintenance of Property; Insurance.

(a) Each Loan Party shall keep all property useful and necessary in its business in 

good working order and condition. 

(b) Each Loan Party shall maintain errors and omissions insurance and blanket bond 

coverage in such amounts as are in effect on the Effective Date (as disclosed to the Lender in writing

except in the event of self-insurance) and shall not reduce such coverage without the written consent of 

the Lender, and shall also maintain such other insurance with financially sound and reputable insurance 

companies, and with respect 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 to the contrary in this

Section 7.06(b), to the extent that any Loan Party is engaged in self-insurance with respect to any of its 

property as of the Effective Date, such Loan Party may, if consistent with past practices, continue to

engage in such self-insurance throughout the term of this Agreement; provided, that the Loan Parties 

shall promptly obtain third party insurance that conforms to the criteria in this Section 7.06(b) at the 

request of the Lender.

(c) Each Loan Party shall use its best efforts to protect the Intellectual Property that 

is material to the conduct of its business in a manner that is consistent with the value of such Intellectual 

Property. 

7.07 Further Identification of Facility Collateral. Each Loan Party will furnish to 

the Lender from time to time statements and schedules further identifying and describing the Facility 
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Collateral and such other reports in connection with the Facility Collateral as the Lender may reasonably 

request, all in reasonable detail. 

7.08 Defense of Title. Each Loan Party warrants and will defend the right, title and 

interest of the Lender in and to all Facility Collateral against all adverse claims and demands of all

Persons whomsoever, subject to (x) the restrictions imposed by the applicable Senior Lien Loan 

Agreements to the extent that such restrictions are valid and enforceable under the applicable Uniform

Commercial Code and other Requirements of Law and (y) the rights of holders of any Permitted Lien. 

7.09 Preservation of Facility Collateral. Each Loan Party shall do all things 

necessary to preserve the Facility Collateral so that the Facility Collateral remains subject to a first 

priority perfected security interest hereunder; provided, however, with respect to the Facility Collateral 

that is subject to a Lien in favor of a Senior Lien Lender, each Loan Party shall do all things necessary to 

preserve the Facility Collateral so that the Facility Collateral remains subject to a junior Lien hereunder. 

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 to the Facility 

Collateral and will cause the Facility Collateral to 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. No Loan Party will allow any default to occur for which 

any Loan Party is responsible under any Loan Documents and each Loan Party shall fully perform or 

cause to be performed when due all of its obligations under the Loan Documents. 

7.10 Maintenance of Papers, Records and Files.

(a) Each Loan Party will maintain all Records in good and complete condition and 

preserve them against loss or destruction, all in accordance with industry and customary practices. 

(b) Each Loan Party shall collect and maintain or cause to be collected and 

maintained all Records relating to its business and operations and the Facility Collateral in accordance 

with industry custom and practice, including those maintained pursuant to the preceding subsection, and 

all such Records shall be in the possession of the Loan Parties or reasonably obtainable upon the request 

of the Lender unless the Lender otherwise approves.

(c) For so long as the Lender has an interest in or Lien on any Facility Collateral, 

each Loan Party will hold or cause to be held all related Records in trust for the Lender. Each Loan 

Party shall notify, or cause to be notified, every other party holding any such Records of the interests and 

Liens granted hereby.

7.11 Maintenance of Licenses. Each Loan Party shall (i) maintain all licenses, 

permits, authorizations or other approvals necessary for such Loan Party to conduct its business and to 

perform its obligations under the Loan Documents, (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 of such Loan Party’s business, and (iii) shall conduct its 

business in accordance with Applicable Law in all material respects. 

7.12 Payment of Obligations. The Borrower will duly and punctually pay or cause 

to be paid the principal and interest on the Note and each Loan Party will duly and punctually pay or 

cause to be paid all fees and other amounts from time to time owing by it hereunder or under the other

Loan Documents, all in accordance with the terms of this Loan Agreement, the Note and the other Loan 

Documents. Each Loan Party will, and will cause each of its Subsidiaries to, pay its obligations, 

including tax liabilities, assessments and governmental charges or levies imposed upon such Person or 
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upon its income and profits or upon any of its property, real, personal or mixed (including without 

limitation, the Facility Collateral) or upon any part thereof, as well as any other lawful claims which, if 

unpaid, could reasonably be expected to become a Lien upon such properties or any part thereof, that, if 

not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall 

become delinquent or in default, except where (a) the validity or amount thereof is being contested in

good faith by appropriate proceedings, (b) the relevant Loan Party, or such Subsidiary, has set aside on its 

books adequate reserves with respect thereto and (c) the failure to make payment pending such contest 

could not reasonably be expected to result in a Material Adverse Effect. 

7.13 OFAC. At all times throughout the term of this Loan 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 permit any Facility Collateral to be 

maintained, insured, traded, or used (directly or indirectly) in violation of any United States statutes, rules 

or regulations, in a Prohibited Jurisdiction or by a Prohibited Person, and no lessee or sublessee shall be a 

Prohibited Person or organized in a Prohibited Jurisdiction. 

7.14 Investment Company. Each Loan Party will conduct its operations in a manner 

which will not subject it to registration as an “investment company” as such term is defined in the 

Investment Company Act of 1940, as amended from time to time. 

7.15 Due Diligence. Each Loan Party acknowledges that the Lender, at the expense 

of the Loan Parties, has the right to perform continuing Due Diligence Reviews as set forth in 

Section 11.16 and will assist the Lender in the performance of the Due Diligence Review as set forth in 

Section 11.16. 

7.16 Further Assurances.

(a) Each Loan Party agrees to do such further acts and things and to execute and 

deliver to the Lender such additional assignments, acknowledgments, agreements, powers and 

instruments as are reasonably required by the Lender to carry into effect the intent and purposes of this 

Loan Agreement and the other Loan Documents, to perfect the interests of the Lender in the Facility 

Collateral or to better assure and confirm unto the Lender its rights, powers and remedies hereunder and 

thereunder.

(b) Each Loan Party shall provide written notice to the Lender not later than twenty 

(20) calendar days after acquiring any real property located in the United States after the Effective Date 

having a value greater than $500,000 (such real property, “After Acquired Real Property”). Unless such 

After Acquired Real Property constitutes Excluded Collateral, such After Acquired Real Property shall 

become Facility Collateral subject to a first priority Lien (or junior Lien, as applicable) in favor of the 

Lender. Each Loan Party shall execute a Mortgage and shall permit the filing of a UCC-1 financing 

statement (together with such other agreements, instrument or documents reasonably requested by 

Lender in order to create, establish and perfect and a first priority Lien upon the After Acquired Real 

Property subject to requirements of Senior Lien Loan Agreements) for the benefit of the Lender 

simultaneously with the acquisition of such After Acquired Real Property or simultaneously with the 

giving of notice in accordance with the first sentence of this section. Furthermore, each Loan Party shall 

deliver such information with respect to such After Acquired Real Property as is reasonably required by 

the Lender in connection with the foregoing (including, without limitation, an environmental report 

prepared by a party reasonably acceptable to the Lender). All costs incurred by the Borrower and 

Lender under this Section 7.16(b) shall be at Borrower’s sole cost and expense. For purposes of 

clarification, the terms of this Section 7.16(b) shall not confer any additional rights upon the Loan 
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Parties including, without limitation, the right to incur any Indebtedness or acquire any real property 

where such action is otherwise not permitted pursuant to the terms of the Loan Documents. 

7.17 Executive Privileges and Compensation.

(a) The Borrower shall cause each Relevant Company to comply with the following 

restrictions on executive privileges and compensation: 

(i) The Company shall take all necessary action to ensure that its Benefit 

Plans with respect to the SEOs comply in all respects with Section 111(b) of the EESA, 

including the provisions for the Capital Purchase Program, as implemented by any 

guidance or regulation thereunder that has been issued and is in effect as of the Effective 

Date, including the rules set forth in 31 CFR Part 30 and the provisions prohibiting 

severance payments to SEOs, and shall not adopt any new Benefit Plan with respect to its 

SEOs that does not comply therewith. For purposes of applying section 111(b) of the 

EESA with respect to this Section 4.8(a), a "golden parachute payment" means any 

payment in the nature of compensation to (or for the benefit of) an SEO made on account 

of an applicable severance from employment (except that the vesting of equity 

denominated awards granted prior to the Effective Date and settled solely in equity shall 

not be included in such limit on "golden parachute payments" to SEOs); 

(ii) Each Relevant Company shall be subject to the limits on annual 

executive compensation deductibles imposed by Section 162(m)(5) of the Code, as 

applicable;

(iii) No Relevant Company shall pay or accrue any bonus or incentive 

compensation to the Senior Employees unless otherwise approved in writing by the 

President’s Designee; 

(iv) No Relevant Company shall adopt or maintain any compensation plan 

that would encourage manipulation of its reported earnings to enhance the compensation 

of any of its employees; and 

(v) Each Relevant Company shall maintain all suspensions and other 

restrictions of contributions to Benefit Plans that are in place or initiated as of the 

Effective Date. 

At all times throughout the term of this Loan Agreement, the Lender shall have the right 

to require any Relevant Company to claw back any bonuses or other compensation, including golden 

parachutes, paid to any Senior Employees in violation of any of the foregoing. 

(b) Within 120 days after the Effective Date, the Borrower shall cause the principal 

executive officer (or person acting in a similar capacity) of each Relevant Company to certify in writing 

to the Lender’s Chief Compliance Officer that such Relevant Company’s compensation committee has 

reviewed the compensation arrangements of the SEOs with its senior risk officers and determined that 

the compensation arrangements do not encourage the SEOs to take unnecessary and excessive risks that 

threaten the value of such Relevant Company. The Borrower shall cause each Relevant Company to 

preserve appropriate documentation and records to substantiate such certification in an easily accessible 

place for a period not less than three (3) years following the Maturity Date. 
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7.18 Asset Divestiture. With respect to any private passenger aircraft or interest in 

such aircraft that is owned or held by any Loan Party or any of its respective Subsidiaries immediately 

prior to the Effective Date, such party shall demonstrate to the satisfaction of the President’s Designee 

that it is taking all reasonable steps to divest itself of such aircraft or interest. In addition, no Loan Party 

shall acquire or lease any private passenger aircraft or interest in private passenger aircraft after the 

Effective Date. 

7.19 Restrictions on Expenses. 

(a) Other than as set forth in Appendix A, at all times throughout the term of this 

Loan Agreement, the Loan Parties and the Relevant Companies shall maintain and implement an 

Expense Policy and distribute the Expense Policy to all employees covered under the Expense Policy. 

Any material amendments to the Expense Policy shall require the prior written consent of the President’s 

Designee, 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 President’s Designee. 

(b) The Expense Policy shall, at a minimum: (i) require compliance with all 

Applicable Law, (ii) apply to the Borrower and all of its Subsidiaries, (iii) govern (A) the hosting, 

sponsorship or other payment for conferences and events, (B) 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; and (iv) provide for (A) internal reporting and oversight, and (B) 

mechanisms for addressing non-compliance with the Expense Policy. 

7.20 Restructuring Plan; Restructuring Targets.

(a) On or before February 17, 2009, the Borrower shall submit the Restructuring 

Plan to the President’s Designee, which Restructuring Plan shall include specific actions intended to 

result in the following: 

(i) Repayment of all Advances, together with all interest thereon and 

reasonable fees and out-of-pocket expenses of the Lender accruing under the Loan 

Documents, and any other financing extended by the United States Government under all 

applicable terms and conditions; 

(ii) Ability of the Borrower and its Subsidiaries to (x) comply with 

applicable federal fuel efficiency and emissions requirements, and (y) commence 

domestic manufacturing of advanced technology vehicles, as described in section 136 of 

the Energy Independence and Security Act of 2007 (Public Law 110-140; 42 U.S.C. 

17013); 

(iii) Achievement by the Borrower and its Subsidiaries of a positive net 

present value, using reasonable assumptions and taking into account all existing and 

projected future costs, including repayment of all Advances, together with all interest 

thereon and reasonable fees and out-of-pocket expenses of the Lender accruing under this 

Loan Agreement, and any other financing extended by the United States Government; 

(iv) Rationalization of costs, capitalization, and capacity with respect to the 

manufacturing workforce, suppliers and dealerships of the Borrower and its Subsidiaries; 

and
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(v) A product mix and cost structure that is competitive in the United States 

marketplace. 

(b) The Restructuring Plan shall set forth actions to be taken and milestones to be 

met on a monthly basis through 2010 and on an annual basis from 2011 through 2014, and shall include 

detailed historical and projected financial statements with supporting schedules and additional 

information as may be requested by the President’s Designee. 

(c) In developing and implementing the Restructuring Plan, the Borrower and its 

Subsidiaries shall use their best efforts to achieve the following restructuring targets: 

(i) Reduction of the outstanding unsecured public indebtedness (other than 

with respect to pension and employee benefits obligations) of the Borrower and its 

Consolidated Subsidiaries by not less than two-thirds through a Bond Exchange and other 

appropriate means; 

(ii) Implementation of the Labor Modifications; and 

(iii) Implementation of the VEBA Modifications. 

7.21 Term Sheet Requirements. On or before February 17, 2009, the Borrower shall 

submit to the President’s Designee: (a) a term sheet signed on behalf of the Borrower and the leadership 

of each Union providing for the Labor Modifications; (b) a term sheet signed on behalf of the Borrower

and representatives of the VEBA providing for the VEBA Modifications; and (c) a term sheet signed on 

behalf of the Borrower and representatives of holders of the public debt of the Borrower and its 

Consolidated Subsidiaries providing for the Bond Exchange. 

7.22 Restructuring Plan Report. On or before March 31, 2009, the Borrower shall 

submit to the President’s Designee a written certification and report detailing the progress made by the 

Borrower and its Subsidiaries in implementing the Restructuring Plan. The report shall identify any 

deviations from the restructuring targets set forth in Section 7.20(b), and explain the rationale for these 

deviations, including an explanation of why such deviations do not jeopardize the Borrower’s long-term

viability. The report shall also include evidence satisfactory to the President’s Designee that the 

following events have occurred: 

(a) Approval of the Labor Modifications by the members of the Unions; 

(b) Receipt of all necessary approvals of the VEBA Modifications other than 

regulatory and judicial approvals; provided, that the Borrower must have filed and be diligently 

prosecuting applications for any necessary regulatory and judicial approvals; and 

(c) The commencement of an exchange offer to implement a Bond Exchange. 

7.23 President’s Designee Review/Certification. The President’s Designee will 

review the Restructuring Plan Report and other materials submitted by the Borrower to determine whether 

the Borrower and its Subsidiaries have taken all steps necessary to achieve and sustain the long-term 

viability, international competitiveness and energy efficiency of the Borrower and its Subsidiaries in

accordance with its Restructuring Plan. If the President’s Designee determines that these standards have 

been met, the President’s Designee will deliver a Plan Completion Certification to the Lender. 
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7.24 Required Distributions. Except as otherwise permitted in Appendix A, each 

Loan Party (other than the Borrower) shall, and shall cause each of its Subsidiaries to, distribute all 

amounts received from its respective Subsidiaries to the Borrower within five (5) Business Days of 

receipt of such amounts, provided, however, the Loan Parties or their Subsidiaries may reserve funds in 

amounts they deem reasonably necessary for the ordinary operation of the business and capital needs of

such Person consistent with the terms of any applicable limited liability company agreement, limited 

partnership agreement, operating agreement or other appropriate organizational document. 

7.25 Provide Additional Information. Each Loan Party shall, promptly, from time 

to time and upon request of the Lender, furnish to the Lender such information, documents, records or 

reports with respect to the Facility Collateral, the Indebtedness of the Loan Parties or any Subsidiary 

thereof or the corporate affairs, conditions or operations, financial or otherwise, of such Loan Party as the 

Lender may reasonably request, including without limitation, providing to the Lender reasonably detailed 

information with respect to each inquiry of the Lender raised with the Loan Parties prior to the Effective 

Date.

7.26 Material Transaction. Each Loan Party shall provide at least twenty (20) days’ 

prior notice to the President’s Designee (or such shorter time as the President’s Designee shall agree) of 

any proposed sale of Property, investment, contract, commitment, or other transaction that (x) is not in the 

ordinary course of business, and (y) is proposed to be entered into with a value in excess of $100,000,000 

(a “Material Transaction”). The President’s Designee shall have the right to review and prohibit any such 

Material Transaction if the President’s Designee determines that it would be inconsistent with or 

detrimental to the long-term viability of such Loan Party. 

SECTION 8. NEGATIVE COVENANTS OF THE LOAN PARTIES.

Subject to the amendments, restatements, supplements or other modifications in Section 8 of 

Appendix A, each Loan Party covenants and agrees that, so long as any amounts are owing with respect 

to the Note or otherwise pursuant to this Loan Agreement are outstanding, each Loan Party will abide by 

the following negative covenants: 

8.01 Prohibition of Fundamental Changes. No Loan Party shall at any time, 

directly or indirectly, (i) 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, any Guarantor may merge, 

consolidate, amalgamate into, or Dispose of all or substantially all of its Property to another Loan Party; 

or (ii) form or enter into any partnership, syndicate or other combination (other than Joint Ventures 

permitted by Section 8.16) which could reasonably be expected to have a Material Adverse Effect. 

8.02 Lines of Business. No Loan Party will engage to any substantial extent in any 

line or lines of business activity other than the businesses generally carried on by the Loan Parties as of 

the Effective Date or businesses reasonably related thereto. 

8.03 Transactions with Affiliates. No Loan Party will (a) enter into any transaction, 

including, without limitation, any purchase, sale, lease or exchange of Property (including Facility 

Collateral) or the rendering of any service, with any Affiliate unless such transaction is (i)in the ordinary 

course of such Loan Party’s business, or (ii) upon fair and reasonable terms no less favorable to such

Loan Party than it would obtain in an arm’s length transaction with a Person which is not an Affiliate, and 

in either case, is otherwise permitted under this Loan Agreement or Appendix A, or (b) make a payment 

that is not otherwise permitted by this Section 8.03 to any Affiliate. 
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8.04 Limitation on Liens. No Loan Party will create, incur or permit to exist any 

Lien on or to any of its Property (including the Facility Collateral), except for Permitted Liens. 

Notwithstanding that a Lien is a Permitted Lien, if any Loan Party shall create or incur, or permit to exist 

(other than such as may be in existence on the Effective Date), any Lien on, or to, any of its Property not 

in the ordinary course of business and such Lien shall secure obligations in an amount greater than 

$100,000,000, such Loan Party shall comply with the provisions set forth in Section 7.26. 

8.05 Limitation on Distributions. Without the Lender’s consent, no Loan Party shall

make any Restricted Payment or 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 subordinate 

debt of any Loan Party, 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 Loan Party, other 

than dividends, distributions, or payments that (i) are owed to a Person that is not an Affiliate of any Loan 

Party pursuant to a contract or Applicable Law as of December 2, 2008, (ii) with respect to any Loan 

Party which is a Subsidiary, are paid pro rata to holders of Equity Interests, (iii) are required to be made 

pursuant to the terms of any Equity Interests or Indebtedness as in effect on the Effective Date (including 

Permitted Indebtedness and any other Indebtedness set forth on Appendix A) (iv) constitute dividends on 

or repurchases of Equity Interests issued to employees (to the extent not prohibited by Section 7.17) of the 

Borrower and its Subsidiaries after the Effective Date consistent with past practices, (v) repurchases of 

Equity Interests deemed to occur upon any exercise of stock options or warrants if such Equity Interests 

represent a portion of the exercise price of such options or warrants, or (vi) are permitted under Section 

8.05 of Appendix A; provided, further that, no such payment may be made if, in each case of clauses (i) 

through (vi) above, an Event of Default is continuing or would result from the making of any such 

payment. Notwithstanding that a payment may otherwise be permitted pursuant to this Section 8.05, if 

any Loan Party shall make any Restricted Payment or other dividend, distribution, or payment under this 

Section 8.05 not in the ordinary course of business in an amount greater than $100,000,000, such Loan 

Party shall comply with the provisions set forth in Section 7.26. 

8.06 No Amendment or Waiver. No Loan Party will amend, modify, terminate or 

waive any provision of any contract to which such Loan Party is a party or its organizational documents 

in any manner which could reasonably be expected to have a Material Adverse Effect on the rights and 

remedies of the Lender under any Loan Document or the value of the Facility Collateral without the prior 

written consent of the Lender 

8.07 Prohibition of Certain Prepayments. No Loan Party shall make any payment 

of principal of any Senior Loans, other than required payments of principal, without the consent of 

Lender.

8.08 Change of Fiscal Year. No Loan Party will at any time, directly or indirectly, 

except upon ninety (90) days’ prior written notice to the Lender, change the date on which such Loan 

Party’s fiscal year begins from such Loan Party’s current fiscal year beginning date. 

8.09 Limitation on Negative Pledge Clauses. No Loan Party will enter into or suffer 

to exist or become effective any agreement that prohibits or limits the ability of any Loan Party to create, 

incur, assume or permit to exist any Lien upon any of its Property, whether now owned or hereafter 

acquired, other than this Loan Agreement, the other Loan Documents, any Existing Agreement, any 

agreements providing for a Lien permitted under this Loan Agreement, or any other agreement identified

on Appendix A. 

8.10 Limitations on Indebtedness. No Loan Party will, create, incur, assume or 

permit to exist any Indebtedness of such Loan Party other than Permitted Indebtedness. Notwithstanding 
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that the incurrence of Indebtedness is Permitted Indebtedness, if any Loan Party shall create, incur, 

assume or permit to exist (other than in connection with any Existing Agreement) any Indebtedness not in 

the ordinary course of business having an original principal balance greater than $100,000,000, such Loan 

Party shall comply with the provisions set forth in Section 7.26. 

8.11 Limitations on Investments. No Loan Party intends to make any Investment, 

except Permitted Investments. If any Loan Party shall make a Permitted Investment not in the ordinary

course of business in an amount greater than $100,000,000, such Loan Party shall comply with the 

provisions set forth in Section 7.26. 

8.12 ERISA. No Loan Party will permit any Plan maintained by it to (a) engage in 

any “prohibited transaction” (as defined in Section 4975 of the Code) which could reasonably be expected 

to result in material liability of any Loan Party for excise taxes or fiduciary liability under Section 406 of 

ERISA, (b) fail to meet the minimum funding standards of Section 302 of ERISA whether or not waived, 

or (c) terminate any Plan in a manner that could result in the imposition of a Lien or encumbrance on the 

assets of any Loan Party or any of its Subsidiaries pursuant to Section 4068 of ERISA. No Loan Party 

shall permit any of their assets to become subject to Title I of ERISA because they constitute “plan 

assets” within the meaning of the DOL Regulation Section 2510.3-101 as amended by section 3(42) of 

ERISA.

8.13 Action Adverse to the Facility Collateral. Except as otherwise permitted under 

any other provision of this Loan Agreement, no Loan Party shall or shall permit any Pledged Entity that is 

a Subsidiary to take any action that would directly or indirectly materially impair or materially adversely 

affect such Loan Party’s title to, or the value of, the Facility Collateral, or materially increase the duties, 

responsibilities or obligations of any Loan Party. 

8.14 Limitation on Sale of Assets. Subject to the restrictions and provisions of 

Sections 2.07, 4.11, 4.12 and 7.26, and any other applicable provisions of the Loan Agreement and the 

other Loan Documents, the Loan Parties shall have the right to freely Dispose of any of its Property 

(including, without limitation, receivables and leasehold interests) whether now owned or hereafter 

acquired.

8.15 Restrictions on Pension Plans. Until such time as the Advances are repaid in 

full, this Agreement is terminated and the Lender ceases to own any Equity Interests of the Borrower 

acquired under any Loan Documents (including any Warrants and underlying Equity Interests acquired by 

the Lender upon exercise thereof), 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 of the Effective Date. 

The prohibitions on benefit increases under this covenant include, but are not limited to, a 

prohibition on the creation or, in the case of a benefit not in effect under the terms of a Plan on December 

31, 2008, payment of any obligations associated with any plant shutdowns, permanent layoffs, attrition 

programs, or other workforce reduction programs after the Effective Date, except that the prohibitions 

under this covenant 8.15 shall not apply to a benefit that was not in effect under the terms of a Plan on 

December 31, 2008 if the President’s Designee approves such benefit increase and, at the time of such 

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, until such time as the Advances are repaid in 

full, this Agreement is terminated and the Lender ceases to own any Equity Interests of the Borrower 

acquired under any Loan Documents (including any Warrants and underlying Equity Interests acquired by 
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the Lender upon exercise thereof), the Borrower agrees that no contribution under section 206(g)(1)(B), 

206(g)(2)(B), or 206(g)(4)(B) of ERISA shall be made to any Plan. 

8.16 JV Agreements. None of any Loan Party or any Pledged Entity shall allow any 

modification or amendment to any JV Agreement which could reasonably be expected to have a Material 

Adverse Effect. The Borrower shall notify the Lender within five (5) Business Days of the Borrower or

any of its Subsidiaries entering into a new Joint Venture, provided that, neither the Borrower nor any of 

its Subsidiaries shall be permitted to enter into a new Joint Venture if such action otherwise violates 

Section 8.11 or any other provision of any Loan Document. 

SECTION 9. EVENTS OF DEFAULT; TERMINATION EVENTS.

9.01 Events of Default. Subject to the amendments, restatements, supplements or 

other modifications in Section 9 of Appendix A, each of the following events shall constitute an event of 

default (an “Event of Default”) hereunder: 

(a) the Borrower shall default in the payment of any principal of or interest on any 

Advance when due (whether at stated maturity, upon acceleration or upon Mandatory Prepayment), 

provided however, that the Borrower shall have two (2) 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 notification by the Lender of such default, and such 

default shall have continued unremedied for three (3) Business Days; or 

(d) any Loan Party shall breach any covenant contained in Section 7.03, Section 7.17 

or Section 8 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 9, and such default has not been remedied within the applicable grace period provided therein, or 

if no grace period, within ten (10) Business 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 respect as of 

the time made or furnished; or 

(g) a judgment or judgments for the payment of money in excess of $500,000,000 in 

the aggregate (to the extent that it is, in the reasonable determination 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 Loan Party or any of its Subsidiaries by one 

or more courts, administrative tribunals or other bodies having jurisdiction over them and the same shall 

not be discharged (or provision shall not be made for such discharge) or bonded, or a stay of execution 

thereof shall not be procured, within sixty (60) days from the date of entry thereof and such Loan Party 

or any such Subsidiary shall not, within said period of sixty (60) days, or such longer period during 

which execution of the same shall have been stayed or bonded, appeal therefrom and cause the execution

thereof to be stayed during such appeal; or 
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(h) any Loan Party shall admit its inability to, or intention not to, perform any of 

such Loan Party’s material Obligations hereunder; or 

(i) any Loan Party shall (i) apply for or consent to the appointment of, or the taking 

of possession by, a receiver, custodian, trustee, examiner or liquidator of itself or of all or a substantial 

part of its property, (ii) make a general assignment for the benefit of its creditors, (iii) commence a

voluntary case under the Bankruptcy Code, (iv) file 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 such Loan Party’s debts as they become due; or 

(j) a custodian, receiver, conservator, liquidator, trustee, sequestrator or similar 

official for any Loan Party, or of any of its Property (as a debtor or creditor protection procedure), is 

appointed or takes possession of such Property; or any Loan Party or generally fails to pay any of its

debts as they become due; or any Loan Party 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 Loan Party; or any of its Property is sequestered by court 

or administrative order; or a petition is filed against any Loan Party under any bankruptcy, 

reorganization, arrangement, insolvency, readjustment of debt, dissolution, moratorium, delinquency or

liquidation law of any jurisdiction, whether now or subsequently in effect, and such petition is not 

dismissed within 60 days; or 

(k) any Loan Document shall for whatever reason be terminated, any default or event 

of default shall have occurred under any Loan Document, the Loan Documents shall for any reason 

cease to create a valid, security interest in any of the Facility Collateral purported to be covered hereby, 

or any Loan Party’s material obligations (including the Borrower’s Obligations hereunder) shall cease to 

be in full force and effect, or the enforceability thereof shall be contested by any Loan Party; or 

(l) (i) any Person shall engage 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) any material 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 or a Plan

shall arise on the assets of any Loan Party or any ERISA Affiliate, (iii) a Reportable Event shall occur 

with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be 

appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of 

proceedings or appointment of a trustee is, in the reasonable opinion of the Lender, likely to result in the 

termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of 

Title IV of ERISA, (v) any Loan Party or any ERISA Affiliate shall, or in the reasonable opinion of the 

Lender is likely to, incur any liability in connection with a withdrawal from, or the 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 Loan Party shall be treated as plan assets under 

29 C.F.R. 2510.3-101 as amended by section 3(42) of ERISA, or (viii) any other event or condition shall 

occur or exist with respect to a Plan; and in each case in clauses (i) through (vii) above, such event or 

condition, together with all other such events or conditions, if any, could reasonably be expected to have 

a Material Adverse Effect; or 

(m) any Change of Control shall have occurred without the prior consent of the 

Lender; or 
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(n) any Loan Party shall grant, or suffer to exist, any Lien on any Facility Collateral 

other than Permitted Liens; or the Liens contemplated under the Loan Documents shall cease to be first

priority perfected Liens on the Facility Collateral in favor of the Lender (subject to the interests, if any, 

of the Senior Lien Lenders and any Permitted Liens); or 

(o) the Lender shall reasonably request, specifying the reasons for such request, 

information, and/or written responses to such requests, regarding the financial well-being of any Loan

Party and such information and/or responses shall not have been provided within ten (10) Business Days

of such request; or 

(p) any Loan Party shall default under, or fail to perform as required under, or shall 

otherwise materially breach the terms of any instrument, agreement or contract for Indebtedness between 

any Loan Party, on the one hand, and the Lender or any of the Lender’s Affiliates on the other; or any

Loan Party shall default under, or fail to perform as requested under, the terms of any instrument, 

agreement or contract for Indebtedness entered into by such Loan Party and any third party, if, in either 

case, the effect of any such default or failure is to cause, or to permit the holder or holders of such 

Indebtedness or a trustee or other representative on its or their behalf (with or without the giving of 

notice, the lapse of time or both) to cause, such Indebtedness to become due prior to its stated maturity; 

provided that it shall not constitute an Event of Default pursuant to this paragraph (p) unless the 

aggregate amount of all such Indebtedness exceeds $100,000,000; or 

(q) 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 Property of any Loan Party, or shall have 

taken any action to displace the management of any Loan Party or to curtail its authority in the conduct 

of the business of any Loan Party, and such action provided for in this subsection (q) shall not have been 

discontinued or stayed within thirty (30) days; or 

(r) subject to the right to self-insure under Section 7.06(b), any third-party insurance 

required hereunder is terminated, ceases to be valid or is amended so as to have a Material Adverse 

Effect on the Facility Collateral unless similar coverage replaces such insurance within thirty (30) days; 

or

(s) any Loan Party shall fail to comply with any Applicable Laws, when such failure 

will result in a Material Adverse Effect on any Loan Party or the Facility Collateral; 

(t) any Loan Party shall enter into any Material Transaction after the President’s 

Designee has prohibited such Material Transaction; or 

(u) any other Event of Default set forth in Section 9.01 of Appendix A. 

SECTION 10. REMEDIES.

(a) Upon the occurrence and during the continuance of one or more Events of 

Default, other than those referred to in Section 9.01(i) or (j), the Lender may immediately declare the 

principal amount of all Advances then outstanding under the Note to be immediately due and payable, 

together with all interest thereon and fees and out-of-pocket expenses accruing under this Loan 

Agreement; provided that upon the occurrence of an Event of Default referred to in Sections 9(i) or (j), 

such amounts shall immediately and automatically become due and payable without any further action 

by the Lender. Upon such declaration or such automatic acceleration, the balance then outstanding on 

the Note shall become immediately due and payable, without presentment, demand, protest or other 
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formalities of any kind, all of which are hereby expressly waived by the Borrower and each other Loan 

Party and may thereupon exercise any remedies available to it at law and pursuant to the Loan 

Documents, including, but not limited to, the liquidation of the Facility Collateral. Notwithstanding

anything to the contrary contained in this Section 10(a), subject to the requirements of the Bankruptcy 

Code, upon the occurrence of an Event of Default referred to in Sections 9(i) or (j), the Lender shall have 

the exclusive right, exercisable at its option, to convert this Loan Agreement into a debtor-in-possession 

facility in form and substance acceptable to the Lender. The Lender may exercise at any time after the 

occurrence of an Event of Default one or more remedies, as they so desire, and may thereafter at any 

time and from time to time exercise any other remedy or remedies. 

(b) Upon the occurrence and during the continuance of one or more Events of 

Default, the Lender shall have the right to obtain physical possession of the files of each Loan Party

relating to the Facility Collateral and all documents relating to the Facility Collateral which are then or 

may thereafter come in to the possession of any Loan Party or any third party acting for any Loan Party 

and each Loan Party shall deliver to the Lender such assignments as the Lender shall request. In 

addition, the Lender shall be entitled to specific performance of all agreements of each Loan Party 

contained in this Loan Agreement and under any other Loan Document. 

(c) In addition to all the rights and remedies specifically provided herein, the Lender 

shall have all other rights and remedies provided by applicable federal, state, foreign, and local laws, 

whether existing at law, in equity or by statute, including, without limitation, all rights and remedies 

available to a purchaser or a secured party, as applicable, under the Uniform Commercial Code. 

(d) Except as otherwise expressly provided in this Loan Agreement, the Lender shall 

have the right to exercise any of its rights and/or remedies without presentment, demand, protest or 

further notice of any kind other than as expressly set forth herein, all of which are hereby expressly

waived by each Loan Party. 

(e) The Lender may enforce its rights and remedies hereunder without prior judicial 

process or hearing, and each Loan Party hereby expressly waives, to the extent permitted by law, any 

right such Loan Party might otherwise have to require the Lender to enforce its rights by judicial 

process. Each Loan Party also waives to the extent permitted by law, any defense such Loan Party 

might otherwise have to the Obligations, arising from use of nonjudicial process, enforcement and sale

of all or any portion of the Facility Collateral or from any other election of remedies. Each Loan Party 

recognizes that nonjudicial remedies are consistent with the usages of the trade, are responsive to 

commercial necessity and are the result of a bargain at arm’s length. 

(f) Each Loan Party shall be liable to the Lender for the amount of all expenses (plus 

interest thereon at a rate equal to the Post-Default Rate), and breakage costs including, without 

limitation, all costs and expenses incurred within thirty (30) days of the Event of Default in connection 

with hedging or covering transactions related to the Facility Collateral. 

(g) The Lender shall also be entitled to all rights and remedies set forth in Section 4 

hereof.

(h) Notwithstanding any exercise of the Lender’s rights with respect to Trademarks 

or other Intellectual Property contained in the Facility Collateral, each Loan Party and any holder of a 

security interest in inventory of a Loan Party shall have the right to sell such inventory free and clear of 

any Lender interest in the Trademarks or other Intellectual Property regardless of whether it bears any 

such Trademark or other Intellectual Property but subject to the Lender’s security interest in such 

inventory, if any. 
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SECTION 11. MISCELLANEOUS.

11.01 Waiver. No failure or delay on the part of the Lender to exercise, and no course 

of dealing with respect to, any right, power, privilege or remedy under any Loan Document shall operate 

as a waiver thereof, nor shall any single or partial exercise by the Lender of any right, power, privilege or 

remedy under any Loan Document preclude any other or further exercise thereof or the exercise of any 

other right, power, privilege or remedy. All rights, powers, privileges and remedies of the Lender 

provided for herein are cumulative and in addition to any and all other rights, powers, privileges and

remedies provided by law, the Loan Documents and the other instruments and agreements contemplated 

hereby and thereby, and are not conditional or contingent on any attempt by the Lender to exercise any of 

its rights under any other related document. The Lender may exercise at any time after the occurrence of 

an Event of Default one or more remedies, as it so desires, and may thereafter at any time and from time 

to time exercise any other remedy or remedies. 

11.02 Notices. Except as otherwise expressly permitted by this Loan Agreement, all 

notices, requests and other communications provided for herein and under the other Loan Documents 

(including, without limitation, any modifications of, or waivers, requests or consents under, this Loan 

Agreement) shall be given or made in writing (including, without limitation, by telecopy or Electronic

Transmission) delivered to the intended recipient at the “Address for Notices” specified on the signatures 

pages hereof, beneath each party’s name or in Section 11.02 of Appendix A; or, as to any party, at such 

other address as shall be designated by such party in a written notice to each other party. Except as

otherwise provided in this Loan Agreement and except for notices given under Section 2 (which shall be

effective only on receipt), all such communications shall be deemed to have been duly given when 

transmitted by telecopier or Electronic Transmission or personally delivered or, in the case of a mailed 

notice, upon receipt, in each case given or addressed as aforesaid. 

11.03 Indemnification and Expenses.

(a) Each Loan Party agrees to hold the Lender, and its Affiliates and their officers, 

directors, employees, agents and advisors (each an “Indemnified Party”) harmless from and indemnify 

any Indemnified Party against any and all claims, suits, actions, proceedings, obligations, liabilities 

(including, without limitation, strict liabilities) and debts, and all losses, actual damages, judgments, 

awards, amounts paid in settlement of whatever kind or nature, fines, penalties, charges, costs and 

expenses of any kind (including, but not limited to, reasonable attorneys’ fees and other costs of 

defense), which may be imposed on, incurred by or asserted against such Indemnified Party 

(collectively, the “Costs”) relating to or arising out of this Loan Agreement, the Note, any other Loan 

Document or any transaction contemplated hereby or thereby, or any amendment, supplement or 

modification of, or any waiver or consent under or in respect of, this Loan Agreement, the Note, any 

other Loan Document or any transaction contemplated hereby or thereby, that, in each case, results from 

anything other than any Indemnified Party’s gross negligence or willful misconduct. Without limiting 

the generality of the foregoing, each Loan Party agrees to hold any Indemnified Party harmless from and 

indemnify such Indemnified Party against all Costs with respect to or arising out of any violation or 

alleged violation of any rule or regulation or any other laws, that, in each case, results from anything 

other than such Indemnified Party’s gross negligence or willful misconduct. In any suit, proceeding or 

action brought by an Indemnified Party in connection with any Facility Collateral for any sum owing 

thereunder, or to enforce any provisions of any Loan Document, each Loan Party will save, indemnify 

and hold such Indemnified Party harmless from and against all expense, loss or damage suffered by 

reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the 

account debtor or obligor thereunder, arising out of a breach by any Loan Party of any obligation 

thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in

favor of such account debtor or obligor or its successors from any Loan Party. Each Loan Party also 
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agrees to reimburse an Indemnified Party as and when billed by such Indemnified Party for all such 

Indemnified Party’s reasonable costs and expenses incurred in connection with the enforcement or the 

preservation of such Indemnified Party’s rights under this Loan Agreement, the Note, any other Loan 

Document or any transaction contemplated hereby or thereby, including without limitation the 

reasonable fees and disbursements of its counsel. The Borrower hereby acknowledges that, 

notwithstanding the fact that the Obligations are secured by the Facility Collateral, the Obligation are 

recourse obligations of the Borrower. 

(b) Each Loan Party agrees to pay as and when billed by the Lender all of the 

reasonable out-of pocket costs and expenses incurred by the Lender in connection with the development,

preparation and execution of, and any amendment, supplement or modification to, this Loan Agreement, 

the Note, any other Loan Document or any other documents prepared in connection herewith or 

therewith. Each Loan Party agrees to pay as and when billed by the Lender all of the out-of-pocket costs 

and expenses incurred in connection with the consummation and administration of the transactions 

contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements 

and expenses of counsel to the Lender and (ii) all the due diligence, inspection, testing and review costs 

and expenses incurred by the Lender with respect to Facility Collateral under this Loan Agreement, 

including, but not limited to, those costs and expenses incurred by the Lender pursuant to 

Sections 11.03(a), 11.15 and 11.16 hereof. Each Loan Party also agrees not to assert any claim against 

the Lender or any of its Affiliates, or any of their respective officers, directors, employees, attorneys and 

agents, on any theory of liability, for special, indirect, consequential or punitive damages arising out of 

or otherwise relating to the Loan Documents, the actual or proposed use of the proceeds of the 

Advances, this Loan Agreement or any of the transactions contemplated hereby or thereby. 

(c) Each Loan Party agrees to pay as and when billed by the Lender all of the 

reasonable out-of pocket costs and expenses incurred by the Lender in connection with the exercise of 

the Lender’s rights and remedies upon the occurrence of an Event of Default, including without 

limitation all the reasonable fees, disbursements and expenses of counsel to the Lender. 

(d) If any Loan Party fails to pay when due any costs, expenses or other amounts 

payable by it under this Loan Agreement, including, without limitation, reasonable fees and expenses of 

counsel and indemnities, such amount may be paid on behalf of the Borrower by the Lender, in its sole 

discretion and the Borrower shall remain liable for any such payments by the Lender and such amounts 

shall accrue interest at the Post-Default Rate. No such payment by the Lender shall be deemed a waiver 

of any of its rights under the Loan Documents. 

(e) Without prejudice to the survival of any other agreement of a Loan Party 

hereunder, the covenants and obligations of each Loan Party contained in this Section 11.03 shall 

survive the payment in full of the Loan and all other amounts payable hereunder and delivery of the 

Facility Collateral by the Lender against full payment therefor. 

11.04 Amendments. Except as otherwise expressly provided in this Loan Agreement, 

any provision of this Loan Agreement may be modified or supplemented only by an instrument in writing 

signed by the Lender and the Borrower and any provision of this Loan Agreement may be waived by the 

Lender.

11.05 Successors and Assigns. This Loan Agreement shall be binding upon and inure 

to the benefit of the parties hereto and their respective successors and permitted assigns. 

11.06 Survival. The obligations of the Borrower under Sections 2.05, 3.03, and 11.03 

hereof shall survive the repayment of the Advances and the termination of this Loan Agreement. In 
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addition, each representation and warranty made, or deemed to be made by a request for a borrowing 

herein or pursuant hereto shall survive the making of such representation and warranty, and the Lender

shall not be deemed to have waived, by reason of making any Advance, any Default that may arise by 

reason of such representation or warranty proving to have been false or misleading, notwithstanding that 

the Lender may have had notice or knowledge or reason to believe that such representation or warranty 

was false or misleading at the time such Advance was made. 

11.07 Captions. The table of contents and captions and section headings appearing 

herein are included solely for convenience of reference and are not intended to affect the interpretation of 

any provision of this Loan Agreement. 

11.08 Counterparts and Facsimile. This Loan Agreement may be executed 

simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and

all such counterparts shall constitute one and the same instrument. The parties agree that this Loan 

Agreement, any documents to be delivered pursuant to this Loan Agreement and any notices hereunder 

may be transmitted between them by email and/or by facsimile. The parties intend that faxed signatures

and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding 

on all parties. The original documents shall be promptly delivered, if requested. 

11.09 Loan Agreement Constitutes Security Agreement. This Loan Agreement shall 

constitute a security agreement within the meaning of the Uniform Commercial Code 

11.10 Governing Law. Insofar as there may be no applicable Federal law, this Loan 

Agreement shall be construed in accordance with the laws of the State of New York, without regard to 

any rule of conflicts of law (other than Section 5-1401 of the New York General Obligations Law) that 

would result in the application of the substantive law of any jurisdiction other than the State of New York. 

Nothing in this Loan Agreement shall require any unlawful action or inaction by either party. 

11.11 SUBMISSION TO JURISDICTION; WAIVERS. EACH PARTY HERETO 

HEREBY IRREVOCABLY AND UNCONDITIONALLY: 

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR 

PROCEEDING RELATING TO THIS LOAN AGREEMENT, THE NOTE AND THE OTHER 

LOAN DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY 

JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION 

OF ANY COURT OF THE STATE AND COUNTY OF NEW YORK, OR IN THE UNITED 

STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; 

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE 

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 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; 

(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 FORM OF MAIL), 

POSTAGE PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 11.02 OR AT SUCH 

OTHER ADDRESS OF WHICH THE LENDER SHALL HAVE BEEN NOTIFIED; AND 
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(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO 

EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR 

SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION. 

11.12 WAIVER OF JURY TRIAL. EACH LOAN PARTY AND THE LENDER 

HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE 

LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT 

OF OR RELATING TO THIS LOAN AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE 

TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 

11.13 Acknowledgments. Each Loan Party hereby acknowledges that: 

(a) it has been advised by counsel in the negotiation, execution and delivery of this 

Loan Agreement, the Note and the other Loan Documents to which it is a party; 

(b) the Lender has no fiduciary relationship to any Loan Party, and the relationship 

between the Borrower and the Lender is solely that of debtor and creditor; and 

(c) no joint venture exists among or between the Lender and any Loan Party. 

11.14 Hypothecation or Pledge of Facility Collateral. Nothing in this Loan 

Agreement shall preclude the Lender from engaging in repurchase transactions with the Facility 

Collateral or otherwise pledging, repledging, transferring, hypothecating, or rehypothecating the Facility 

Collateral (subject to the interest of the relevant Senior Lien Lender). Nothing contained in this Loan 

Agreement shall obligate the Lender to segregate any Facility Collateral delivered to the Lender by any 

Loan Party. 

11.15 Assignments; Participations.

(a) The Borrower and the other Loan Parties may assign, sell, transfer, participate, 

pledge, or hypothecate any or all of their rights or obligations hereunder or under the other Loan 

Documents only with the prior written consent of the Lender, which consent may be withheld at the sole

discretion of the Lender. The Lender may assign, sell, transfer, participate, pledge, or hypothecate to 

any Person all or any of its rights under this Loan Agreement and the other Loan Documents. 

(b) The Lender may, in accordance with Applicable Law, at any time sell to one or 

more lenders or other entities (“Participants”) participation interests in any Advance, the Note, its right 

to make Advances, or any other interest of the Lender hereunder and under the other Loan Documents. 

In the event of any such sale by the Lender of participating interests to a Participant, the Lender’s 

obligations under this Loan Agreement to the Borrower shall remain unchanged, the Lender shall remain 

solely responsible for the performance thereof, the Lender shall remain the holder of the Note for all

purposes under this Loan Agreement and the other Loan Documents, and the Borrower shall continue to 

deal solely and directly with the Lender in connection with the Lender’s rights and obligations under this 

Loan Agreement and the other Loan Documents. The Borrower agrees that if amounts outstanding under 

this Loan Agreement and the Note are due or unpaid, or shall have been declared or shall have become 

due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have 

the right of set-off in respect of its participating interest in amounts owing under this Loan Agreement 

and the Note to the same extent as if the amount of its participating interest were owing directly to it as a 

Lender under this Loan Agreement or the Note; provided, that such Participant shall only be entitled to 

such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its 

participating interest to share with the Lender the proceeds thereof. The Lender also agrees that each 
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Participant shall be entitled to the benefits of Sections 2.04, 2.08, 3.03 and 11.03 with respect to its 

participation in the Advances outstanding from time to time; provided, that 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. 

(c) The Lender may furnish any information concerning any Loan Party or any of its 

Subsidiaries in the possession of the Lender from time to time to assignees and Participants (including 

prospective assignees and Participants) only after notifying such Loan Party in writing and securing 

signed confidentiality statements (a form of which is attached hereto as Exhibit D) and only for the sole 

purpose of evaluating participations and for no other purpose unless disclosure is required pursuant to 

the Freedom of Information Act. 

(d) Each Loan Party agrees to cooperate with the Lender in connection with any such 

assignment and/or participation, to execute and deliver such replacement notes, and to enter into such

restatements of, and amendments, supplements and other modifications to, this Loan Agreement and the 

other Loan Documents in order to give effect to such assignment and/or participation. Each Loan Party

further agrees to furnish to any Participant identified by the Lender to such Loan Party copies of all

reports and certificates to be delivered by such Loan Party to such Participant or lender’s assignee 

hereunder, as and when delivered to the Lender. 

11.16 Periodic Due Diligence Review.

(a) At all times while any Advances are outstanding or until such later time as may 

be specified in Appendix A, each Loan Party and each of its direct and indirect Subsidiaries shall permit 

the (i) Lender and its agents, consultants, contractors and advisors, (ii) the Special Inspector General of 

the Troubled Asset Relief Program, and (iii) the Comptroller General of the United States access to 

personnel and any books, papers, records or other data, in each case to the extent relevant to ascertaining 

compliance with the financing terms and conditions; provided that prior to disclosing any information 

pursuant to clause (y) or (z), the Special Inspector General of the Troubled Asset Relief Program shall 

have agreed, with respect to documents obtained under this agreement in furtherance of its function, to 

follow applicable law and regulation (and the customary policies and procedures for inspector generals) 

regarding the dissemination of confidential materials, including redacting confidential information from 

the public version of its reports, as appropriate, and soliciting the input from the Borrower as to 

information that should be afforded confidentiality. Each of the Lender and the Loan Parties represents 

that it has been informed by the Special Inspector General of the Troubled Asset Relief Program and the 

Comptroller General of the United States that they, before making any request for access or information 

relating to an audit, will establish a protocol to avoid, to the extent reasonably possible, duplicative 

requests. Nothing in this Section 11.16 shall be construed to limit the authority that the Special 

Inspector General of the Troubled Asset Relief Program or the Comptroller General of the United States

have under law. 

(b) Each Loan Party acknowledges that the Lender has the right to perform 

continuing due diligence reviews with respect to the business and operations of the Loan Parties and the 

Facility Collateral. Each Loan Party also shall make available to the Lender a knowledgeable financial 

or accounting officer for the purpose of answering questions respecting the business and operations of

such Loan Party and the Facility Collateral. Without limiting the generality of the foregoing, each Loan 

Party acknowledges that the Lenders shall make the Advances to the Borrower based upon the 

information concerning the Loan Parties and the Facility Collateral provided by the Loan Parties to the 

Lender, and the representations, warranties and covenants contained herein, and that the Lender, at its 

option, have the right, at any time to conduct a due diligence review on the business and operations of 

any Loan Party and some or all of the Facility Collateral securing the Advances. In addition, the Lender 
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has the right to perform continuing Due Diligence Reviews of each Loan Party and its Affiliates, 

directors, officers, employees and significant shareholders, if any. The Borrower and the Lender further 

agree that all out-of-pocket costs and expenses incurred by the Lender in connection with the Lender’s

or Special Inspector General of the Troubled Asset Relief Program’s activities pursuant to this 

Section 11.16 shall be paid by the Borrower. 

(c) The Lender will use reasonable best efforts to hold, and will use reasonable best 

efforts to cause its agents, consultants, contractors, advisors, and United States executive branch officials 

and employees, to hold, in confidence all non-public records, books, contracts, instruments, computer 

data and other data and information (collectively, “Information”) concerning the Loan Parties furnished 

or made available to them by the Borrower or its representatives pursuant to this Loan Parties (except to 

the extent that such information can be shown to have been (i) previously known by such party on a nonconfidential basis, (ii) in the public domain through no fault of such party or (iii) later lawfully acquired 

from other sources by the party to which it was furnished (and without violation of any other 

confidentiality obligation)); provided that nothing herein shall prevent the Lender from disclosing any 

Information to the extent required by Applicable Law or regulations or by any subpoena or similar legal 

process. The Lender understands that the Information may contain commercially sensitive confidential 

information entitled to an exception from a Freedom of Information Act request. 

11.17 Set-Off. The Borrower hereby irrevocably authorizes the Lender at any time and 

from time to time without notice to the Borrower, any such notice being expressly waived by the 

Borrower, to set-off and appropriate and apply any and all deposits (general or special, time or demand, 

provisional or final), 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

Affiliate thereof to or for the credit or the account of the Borrower, or any part thereof in such amounts as 

Lender may elect, against and on account of the obligations and liabilities of the Borrower to Lender 

hereunder and claims of every nature and description of Lender against Borrower, in any currency, 

whether arising hereunder, under the Loan Agreement, or under any other Loan Document, as Lender 

may elect, whether or not Lender has made any demand for payment and although such obligations, 

liabilities and claims may be contingent or unmatured. Lender may set-off cash, the proceeds of the 

liquidation of any Facility Collateral and all other sums or obligations owed by the Lender or its Affiliates 

to Borrower against all of Borrower’s obligations to the Lender or its Affiliates, whether under this Loan 

Agreement or under any other agreement with the Borrower, or otherwise, whether or not such 

obligations are then due, without prejudice to the Lender’s or its Affiliate’s right to recover any 

deficiency. The rights of Lender under this Section are in addition to other rights and remedies (including 

without limitation, other rights of set-off) which Lender may have. Upon the occurrence of an Event of 

Default, the Lender shall have the right to cause liquidation, termination or acceleration to the extent of 

any assets pledged by the Borrower to secure its Obligations hereunder or under any other agreement to

which this Section 11.17 applies. 

11.18 Reliance. With respect to each Advance, the Lender may conclusively rely 

upon, and shall incur no liability to any Loan Party in acting upon, any request or other communication 

that the Lender reasonably believes to have been given or made by a person authorized to enter into any 

Advance on the Borrower’s behalf. 

11.19 Reimbursement. All sums reasonably expended by the Lender in connection 

with the exercise of any right or remedy provided for herein shall be and remain the obligation of each 

Loan Party (unless and to the extent that the Loan Parties are the prevailing party in any dispute, claim or 

action relating thereto). Each Loan Party agrees to pay, with interest at the Post-Default Rate to the extent 

that an Event of Default has occurred, the reasonable out of pocket expenses and reasonable attorneys’

fees incurred by the Lender in connection with the preparation, negotiation, enforcement (including any 
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waivers), administration and amendment of the Loan Documents (regardless of whether the Loan is 

entered into hereunder), the taking of any action, including legal action, required or permitted to be taken 

by the Lender pursuant thereto, any “due diligence” or loan agent reviews conducted by the Lender or on 

their behalf or by refinancing or restructuring in the nature of a “workout.” 

11.20 Waiver Of Redemption And Deficiency Rights. Each Loan Party hereby 

expressly waives, to the fullest extent permitted by law, every statute of limitation on a deficiency 

judgment, any reduction in the proceeds of any Facility Collateral as a result of restrictions upon the 

Lender contained in the Loan Documents or any other instrument delivered in connection therewith, and 

any right that they may have to direct the order in which any of the Facility Collateral shall be disposed of 

in the event of any Disposition pursuant hereto. 

11.21 Single Agreement. The Borrower and the Lender acknowledge that, and have 

entered hereinto and will enter into each Advance hereunder in consideration of and in reliance upon the 

fact that, all Advances hereunder constitute a single business and contractual relationship and have been 

made in consideration of each other. Accordingly, the Borrower and the Lender each agree (i) to perform 

all of their obligations in respect of each Advance hereunder, and that a default in the performance of any 

such obligations shall constitute a default by it in respect of all Advances hereunder, and (ii) that 

payments, deliveries and other transfers made by any of them in respect of any Advance shall be deemed

to have been made in consideration of payments, deliveries and other transfers in respect of any other

Advance hereunder, and the obligations to make any such payments, deliveries and other transfers may be 

applied against each other and netted. 

11.22 Severability. Any provision of any Loan Document held to be invalid, illegal or 

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the 

remaining provisions thereof; and the invalidity of a particular provision in a particular jurisdiction shall 

not invalidate such provision in any other jurisdiction. If any provision of any Loan Document shall be 

held invalid or unenforceable (in whole or in part) as against any one or more Loan Parties, then such

Loan Document shall continue to be enforceable against all other Loan Parties without regard to any such 

invalidity or unenforceability.

11.23 Entire Agreement. This Loan Agreement and the other Loan Documents 

embody the entire agreement and understanding of the parties hereto and supersede any and all prior 

agreements, arrangements and understandings relating to the matters provided for herein and therein. No 

alteration, waiver, amendments, or change or supplement hereto shall be binding or effective unless the 

same is set forth in writing by a duly authorized representative of the Lender. 

11.24 Appendix A. Each provision of this Loan Agreement is subject to the 

amendments, restatements, supplements or other modifications contained in Appendix A. 

[SIGNATURE PAGE FOLLOWS] 
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EXHIBIT A

FORM OF NOTE 

[MAXIMUM LOAN AMOUNT] 

December 31, 2008 Washington, District of Columbia 

FOR VALUE RECEIVED, [BORROWER], a [BORROWER ENTITY TYPE AND 

JURISDICTION] (the “Borrower”), hereby promises to pay to the order of the UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”), at the principal office of the Lender in 

Washington, D.C. in lawful money of the United States, and in immediately available funds, the principal 

sum of [MAXIMUM LOAN AMOUNT] (or such lesser amount as shall equal the aggregate unpaid 

principal amount of the Advances made by the Lender to the Borrower under the Loan Agreement), on 

the dates and in the principal amounts provided in the Loan Agreement, and to pay interest on the unpaid 

principal amount of each such Advance, at such office, in like money and funds, for the period 

commencing on the date of the such Advance until such Advances shall be paid in full, at the rates per

annum and on the dates provided in the Loan Agreement. 

The date, amount and interest rate of each Advance made by the Lender to the Borrower, 

and each payment made on account of the principal thereof, shall be recorded by the Lender on its books 

and, prior to any transfer of this Note, endorsed by the Lender on the schedule attached hereto or any

continuation thereof; provided, that the failure of the Lender to make any such recordation or 

endorsement shall not affect the obligations of the Borrower to make a payment when due of any amount 

owing under the Loan Agreement or hereunder in respect of the Advances made by the Lender. 

This Note is the Note referred to in the Loan and Security Agreement dated as of 

December 31, 2008 (as amended, supplemented or otherwise modified and in effect from time to time, the

“Loan Agreement”), between the Borrower and the United States Department of the Treasury, as Lender, 

and evidences the Advances made by the Lender thereunder. Terms used but not defined in this Note 

have the respective meanings assigned to them in the Loan Agreement. 

The Borrower agrees to pay all the Lender’s costs of collection and enforcement 

(including reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this Note when 

incurred, including, without limitation, reasonable attorneys’ fees through appellate proceedings. 

Notwithstanding the pledge of the Facility Collateral, the Borrower hereby 

acknowledges, admits and agrees that the Borrower’s obligations under this Note are recourse obligations 

of the Borrower to which the Borrower pledges its full faith and credit. 

The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence, 

presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this 

Note, (b) expressly agree that this Note, or any payment hereunder, may be extended from time to time,

and consent to the acceptance of further Facility Collateral, the release of any Facility Collateral for this 

Note, the release of any party primarily or secondarily liable hereon, and (c) expressly agree that it will 

not be necessary for the Lender, in order to enforce payment of this Note, to first institute or exhaust the 

Lender’s remedies against the Borrower or any other party liable hereon or against any Facility Collateral 

for this Note. No extension of time for the payment of this Note, or any installment hereof, made by 

agreement by the Lender with any person now or hereafter liable for the payment of this Note, shall affect 

the liability under this Note of the Borrower, even if the Borrower is not a party to such agreement; 

provided, however, that the Lender and the Borrower, by written agreement between them, may affect the

liability of the Borrower. 
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Any reference herein to the Lender shall be deemed to include and apply to every 

subsequent holder of this Note. Reference is made to the Loan Agreement for provisions concerning 

optional and mandatory prepayments, Facility Collateral, acceleration and other material terms affecting 

this Note. 

Any enforcement action relating to this Note may be brought by motion for summary 

judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil Practice Law and Rules. 

The Borrower hereby irrevocably and unconditionally submits for itself and its property in any legal 

action or proceeding relating to this Note or the Loan Agreement, or for recognition and enforcement of 

any judgment in respect thereof, to the exclusive general jurisdiction of any court of the State and county 

of New York, or in the United States District Court for the Southern District of New York. The Borrower 

consents that any such action or proceeding may be brought in such courts and, to the extent permitted by 

law, 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. The Borrower 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 

form of mail), postage prepaid, to its address set forth in the Loan Agreement or at such other address of 

which the Lender shall have been notified. The Borrower agrees that nothing in this Note shall affect the 

right to effect service of process in any other manner permitted by law or shall limit the right to sue in any 

other jurisdiction. 

Insofar as there may be no applicable Federal law, this Note shall be construed in 

accordance with the laws of the State of New York, without regard to any rule of conflicts of law (other 

than Section 5-1401 of the New York General Obligations Law) that would result in the application of the 

substantive law of any jurisdiction other than the State of New York. Nothing in this Note shall require 

any unlawful action or inaction by the Borrower. 

By: 

Name: 

Title:

THIS NOTE HAS BEEN ISSUED WITH AN ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED 

STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE 

DATE AND YIELD TO MATURITY OF THIS NOTE MAY BE OBTAINED BY WRITING TO THE 

BORROWER AT [____]. 
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SCHEDULE OF LOANS 

This Note evidences the Advances made under the within-described Loan Agreement to 

the Borrower, on the dates, in the principal amounts and bearing interest at the rates set forth below, and 

subject to the payments and prepayments of principal set forth below: 
A-4

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

 LOAN GRID 

Date of 

Borrowing

and

Rate

Principal Amount 

of

Advance

Amount of 

Principal Paid 

or Prepaid 

Unpaid

Principal

Balance

Notation

Made By 

 

 
B-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT B

ACKNOWLEDGMENT AND CONSENT 

The undersigned hereby acknowledges receipt of a copy of the Loan and Security Agreement, 

dated as of December 31, 2008 (as amended, supplemented or modified from time to time, the “Loan 

Agreement”), among [BORROWER], a [BORROWER ENTITY TYPE AND JURISDICTION] (the 

“Borrower”) and the United States Department of the Treasury (the “Lender”) and a copy of the Equity 

Pledge Agreement, dated as of December 31, 2008 (as amended, supplemented or modified from time to 

time, the “Equity Pledge Agreement”), among the Borrower and the other parties thereto as pledgors, (the 

“Pledgors”) and the Lender which such Loan Agreement and/or Equity Pledge Agreement contains the 

pledge of Equity Interests of the undersigned Pledged Entity. Capitalized terms used herein, but not 

herein defined, shall have the meanings ascribed thereto in the Loan Agreement or Equity Pledge 

Agreement, as applicable. The undersigned agrees for the benefit of the Lender as follows: 

1. The undersigned will be bound by the terms of the Loan Agreement and the Equity 

Pledge Agreement and will comply with such terms insofar as such terms are applicable 

to the undersigned. 

[PLEDGED ENTITY] 

By:__________________ 

Name:________________ 

Title:_________________

Address for Notices: 

___________________ 

___________________ 

Fax:
C-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT C

FORM OF NOTICE OF BORROWING 

[insert date] 

United States Department of the Treasury 

[ADDRESS] 

Attention: _______________________ 

Ladies/Gentlemen: 

Reference is made to the Loan and Security Agreement, dated as of December 31, 2008 

(the “Loan Agreement”; capitalized terms used but not otherwise defined herein shall have the meaning 

given them in the Loan Agreement), between [BORROWER] (the “Borrower”) and the United States 

Department of the Treasury as Lender (the “Lender”). 

In accordance with Section 2.03(a) of the Loan Agreement, the undersigned Borrower 

hereby requests that you, the Lender, make an Advance to us on the Effective Date. 

The Borrower hereby certifies, as of such Funding Date, that: 

(a) no Default or Event of Default has occurred and is continuing on the date hereof 

nor will occur after giving effect to such Advance as a result of such Advance; 

(b) 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 such date as if made on 

and as of the date hereof (or, if any such representation or warranty is expressly stated to have been

made as of a specific date, as of such specific date); 

(c) the Borrower is in compliance with all governmental licenses and authorizations, 

except where the lack of such licenses and authorizations would not be reasonably likely to have a 

Material Adverse Effect, and is qualified to do business and is in good standing in all required 

jurisdictions, except where the failure to so qualify would not be reasonably likely to have a Material 

Adverse Effect; and 

(d) the Borrower has satisfied all conditions precedent in Section 5.02 of the Loan 

Agreement and all other requirements of the Loan Agreement. 

Very truly yours, 

By: 

Name: 

Title:
D-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT D

FORM OF CONFIDENTIALITY AGREEMENT 

In connection with your consideration of a possible or actual acquisition of a participating 

interest (the “Transaction”) in a loan, note or commitment of the United States Department of the 

Treasury (“Lender”) pursuant to a Loan and Security Agreement between the Lender and [BORROWER], 

a [BORROWER ENTITY TYPE AND JURISDICTION] (the “Borrower”), dated December 31, 2008, 

you have requested the right to review certain non-public information regarding the Loan Parties that is in 

the possession of the Lender. In consideration of, and as a condition to, furnishing you with such 

information and any other information (whether communicated in writing or communicated orally) 

delivered to you by the Lender or its affiliates, directors, officers, employees, advisors, agents or 

“controlling persons” (within the meaning of the Securities Exchange Act of 1934, as amended (the “1934 

Act”)) (such affiliates and other persons being herein referred to collectively as the Lender 

“Representatives”), in connection with the consideration of a Transaction (such information being herein 

referred to as “Evaluation Material”), the Lender hereby requests your agreement as follows: 

(a) The Evaluation Material will be used solely for the purpose of evaluating a 

possible Transaction with Lender involving you or your affiliates, and unless and until you have 

completed such Transaction pursuant to a definitive agreement between you or any such affiliate and 

Lender, such Evaluation Material will be kept strictly confidential by you and your affiliates, directors, 

officers, employees, advisors, agents or controlling persons (such affiliates and other persons being 

herein referred to collectively as “your Representatives”), except that the Evaluation Material or portions

thereof may be disclosed to those of your Representatives who need to know such information for the 

purpose of evaluating a possible Transaction with Lender (it being understood that prior to such 

disclosure your Representatives will be informed of the confidential nature of the Evaluation Material

and shall agree to be bound by this Confidentiality Agreement) or if disclosure is required pursuant to 

the Freedom of Information Act. You agree to be responsible for any breach of this Confidentiality 

Agreement by your Representatives. 

(b) The term “Evaluation Material” does not include any information which (i) at the 

time of disclosure or thereafter is generally known by the public (other than as a result of its disclosure 

by you or your Representatives) or (ii) was or becomes available to you on a nonconfidential basis from 

a person not otherwise bound by a confidential agreement with Lender or its Representatives or is not 

otherwise prohibited from transmitting the information to you. As used in this Confidentiality 

Agreement, the term “person” shall be broadly interpreted to include, without limitation, any 

corporation, company, joint venture, partnership or individual. 

(c) In the event that you receive a request to disclose all or any part of the 

information contained in the Evaluation Material under the terms of a valid and effective subpoena or 

order issued by a court of competent jurisdiction or other regulatory body, you agree to (i) immediately 

notify the Lender and the Borrower of the existence, terms and circumstances surrounding such a 

request, (ii) consult with the Borrower on the advisability of taking legally available steps to resist or 

narrow such request, and (iii) if disclosure of such information is required, exercise your best efforts to 

obtain an order or other reliable assurance that confidential treatment will be accorded to such 

information. 

(d) Unless otherwise required by law in the opinion of your counsel, neither you nor 

your Representative will, without our prior written consent, disclose to any person the fact that the 

Evaluation Material has been made available to you.
D-2

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

(e) You agree not to initiate or maintain contact (except for those contacts made in 

the ordinary course of business) with any officer, director or employee of any Loan Party regarding the 

business, operations, prospects or finances of any Loan Party or the employment of such officer, director 

or employee, except with the express written permission of the Borrower. 

(f) You understand and acknowledge that no Loan Party is making any 

representation or warranty, express or implied, as to the accuracy or completeness of the Evaluation 

Material or any other information provided to you by the Lender. Neither the Loan Parties, their 

affiliates or Representatives, nor any of their respective officers, directors, employees, agents or 

controlling persons (within the meaning of the 1934 Act) shall have any liability to you or any other 

person (including, without limitation, any of your Representatives) resulting from your use of the 

Evaluation Material. 

(g) You agree that neither Lender nor any Loan Party has granted you any license, 

copyright, or similar right with respect to any of the Evaluation Material or any other information 

provided to you by the Lender. 

(h) If you determine that you do not wish to proceed with the Transaction, you will 

promptly deliver to the Lender all of the Evaluation Material, including all copies and reproductions 

thereof in your possession or in the possession of any of your Representatives. 

(i) Without prejudice to the rights and remedies otherwise available to the Loan 

Parties, the Loan Parties shall be entitled to equitable relief by way of injunction if you or any of your 

Representatives breach or threaten to breach any of the provisions of this Confidentiality Agreement. 

You agree to waive, and to cause your Representatives to waive, any requirement for the securing or 

posting of any bond in connection with such remedy.

The validity and interpretation of this Confidentiality Agreement shall be governed by, 

and construed and enforced in accordance with, the laws of the State of New York applicable to 

agreements made and to be fully performed therein (excluding the conflicts of law rules) insofar as there 

is no applicable Federal law. You submit to the jurisdiction of the United States District Court for the 

District Of Columbia and the United States Court of Federal Claims for the purpose of any suit, action, or 

other proceeding arising out of this Confidentiality Agreement. 

The benefits of this Confidentiality Agreement shall inure to the respective successors 

and assigns of the parties hereto, and the obligations and liabilities assumed in this Confidentiality

Agreement by the parties hereto shall be binding upon the respective successors and assigns. 

If it is found in a final judgment by a court of competent jurisdiction (not subject to 

further appeal) that any term or provision hereof is invalid or unenforceable, (i) the remaining terms and 

provisions hereof shall be unimpaired and shall remain in full force and effect and (ii) the invalid or 

unenforceable provision or term shall be replaced by a term or provision that is valid and enforceable and 

that comes closest to expressing the intention of such invalid or unenforceable term or provision. 

This Agreement embodies the entire agreement and understanding of the parties hereto 

and supersedes any and all prior agreements, arrangements and understandings relating to the matters 

provided for herein. No alteration, waiver, amendments, or change or supplement hereto shall be binding 

or effective unless the same is set forth in writing by a duly authorized representative of each party and 

may be modified or waived only by a separate letter executed by the Borrower and you expressly so 

modifying or waiving such Agreement. 
D-3

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

For the convenience of the parties, any number of counterparts of this Confidentiality 

Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to 

be, an original instrument, but all such counterparts taken together shall constitute one and the same

Agreement. 
D-4

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

Kindly execute and return one copy of this letter which will constitute our Agreement 

with respect to the subject matter of this letter. 

UNITED STATES DEPARTMENT OF THE TREASURY 

By: 

Confirmed and agreed to 

this _____ day of _____________, 200_. 

By:____________________________________ 

Name 

Title:] 
E-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT E

FORM OF COMPLIANCE CERTIFICATE 

This Compliance Certificate (“Certificate”) is delivered pursuant to Section 7.01 of the Loan and 

Security Agreement, dated as of December 31, 2008 (as amended, supplemented or modified from time to 

time, the “Loan Agreement”), among [BORROWER], a [BORROWER ENTITY TYPE AND 

JURISDICTION] (the “Borrower”) and the United States Department of the Treasury (the “Lender”). 

Capitalized terms used herein, but not herein defined, shall have the meanings ascribed thereto in the

Loan Agreement. 

The undersigned, in its capacity as a Responsible Person and without assuming personal liability, 

hereby certifies to the Lender as follows: 

1. I am the duly elected, qualified and acting Responsible Person of the Borrower. 

2. I have reviewed and am familiar with the contents of this Certificate. 

3. I have reviewed the terms of the Loan Agreement and the Loan Documents and have made or 

caused to be made under my supervision, a review in reasonable detail of the transactions and 

condition of the Borrower during the accounting period covered by the financial statements 

attached hereto as Attachment 1 (the “Financial Statements”). To my knowledge, such 

financial statements have been prepared in accordance with generally accepted accounting 

principles and present fairly, in all material respects, the financial position of the Borrower 

and its Consolidated Subsidiaries covered thereby at the date thereof and the results of its 

operations for the period covered thereby, subject in the case of interim statements only to 

normal year-end audit adjustments and the addition of footnotes. Such review did not 

disclose the existence during or at the end of the accounting period covered by the Financial 

Statements, and I have no knowledge of the existence, as of the date of this Certificate, of any 

condition or event which constitutes a Default or Event of Default. 

4. Attached hereto as Attachment 2 are the computations showing compliance with the 

covenants set forth in Section 7.03 of the Loan Agreement.1

5. Since the Closing Date: 

(a) Neither the Borrower nor any Loan Party has changed its name or identity or 

organizational structure; 

(b) Neither the Borrower nor any Loan Party has changed its jurisdiction of organization 

or the location of its chief executive office or its sole place of business; 

(c) Except, in each case, (i) any of the foregoing that has been previously disclosed in 

writing to the Lender and in respect of which the Borrower or a Loan Party, as 

applicable, has delivered to the Lender all required Uniform Commercial Code 

financing statements and other filings required to maintain the perfection and priority 

of the Lender’s security interest in the Facility Collateral after giving effect to such 

 

1

 This certification is only required with quarterly and annual financial statements and at such time as financial 

covenants are agreed with the President’s Designee 
E-2

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

event, in each case as required by Section 7.09 of the Loan Agreement and (ii) any of 

the foregoing described in Attachment 3 hereto in respect of which the Borrower or a 

Loan Party, as applicable, are delivering to the Lender herewith all required Uniform 

Commercial Code financing statements and other filings required to maintain the 

perfection and priority of the Lender’s security interest in the Facility Collateral after 

giving effect to such event, in each case as required by Section 7.09 of the Loan 

Agreement. 

6. Since the Effective Date, neither the Borrower nor any Loan Party, as applicable, has created 

or acquired any Subsidiary. 

7. To the best of my knowledge, during the last fiscal [month][quarter][year], the Borrower and 

the Loan Parties have observed and performed all of its covenants and other agreements, and 

satisfied every material condition, contained in the Loan Documents to be observed, 

performed or satisfied by it. 

8. No Loan Party has (a) incurred, assumed or permitted to exist any Indebtedness of such Loan 

Party that is not Permitted Indebtedness, (b) made any Investment that is not a Permitted 

Investment or (c) created, incurred or permitted to exist any Lien on any of its Property that is 

not a Permitted Lien. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of the date 

set forth below. 

[BORROWER] 

By:_________________ 

Name:______________ 

Title:________________

Dated: ________ __, 200_ 
F-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT F

FORM OF EXEMPTION CERTIFICATE 

Reference is made to the Loan and Security Agreement, dated as of December 31, 2008 (as 

amended, supplemented or modified from time to time, the “Loan Agreement”), among [BORROWER], 

a [BORROWER ENTITY TYPE AND JURISDICTION] (the “Borrower”) and the United States 

Department of the Treasury, as Lender (the “Lender”). Capitalized terms used herein, but not herein 

defined, shall have the meanings ascribed thereto in the Loan Agreement. 

______________________ (the “Non-U.S. Lender”) is providing this certificate pursuant to 

Section 3.03(d) of the Loan Agreement. The Non-U.S. Lender hereby represents and warrants that: 

1. The Non-U.S. Lender is the sole record and beneficial owner of the Loans or the obligations 

evidenced by Note(s) in respect of which it is providing this certificate. 

2. The Non-U.S. Lender is not a “bank” for purposes of Section 881(c)(3)(A) of the Internal 

Revenue Code of 1986, as amended (the “Code”). In this regard, the Non-U.S. Lender further 

represents and warrants that: 

(a) the Non-U.S. Lender is not subject to regulatory or other legal requirements as a 

bank in any jurisdiction; and 

(b) the Non-U.S. Lender has not been treated as a bank for purposes of any tax, 

securities law or other filing or submission made to any Governmental Authority, any 

application made to a rating agency or qualification for any exemption from tax, 

securities law or other legal requirements. 

3. The Non-U.S. Lender is not a 10-percent shareholder of the Borrower within the meaning of 

Section 881(c)(3)(B) of the Code. 

4. The Non-U.S. Lender is not a controlled foreign corporation receiving interest from a related 

person within the meaning of Section 881(c)(3)(C) of the Code. 

IN WITNESS WHEREOF, the undersigned has executed this certificate as of the date set forth below. 

[NAME OF NON-U.S. LENDER] 

By:______________________ 

Name:___________________ 

Title:____________________

Dated: ____________________ 
G-1-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT G-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 Program for Systemically Significant Failing 

Institutions (as set forth in Notice 2008-PSSFI) and any other economic stabilization program 

implemented by the Department of the Treasury under the Emergency Economic Stabilization Act of 

2008 (the “EESA”) either prior to or subsequent to the date of this letter (any such program, including the 

Program for Systemically Significant Failing Institutions, an “EESA Program”), [LOAN PARTY] 

(together with its subsidiaries and affiliates, the “Company”) hereby voluntarily waives any claim against 

the United States for any changes to compensation or benefits of the Company’s employees that are 

required to comply with the regulations issued by the Department of the Treasury in connection with an

EESA Program, including without limitation the guidelines set forth in Notice 2008-PSSFI and the 

requirements of the Loan and Security Agreement dated as of December 31, 2008 between 

[BORROWER] and the United States Department of the Treasury (the “Limitations”).

The Company acknowledges that the aforementioned 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), 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 the period the United States holds any equity or debt securities of the Company 

acquired through an EESA Program, including without limitation the Program for Systemically 

Significant Failing Institutions, or for any other period applicable under such EESA 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 related to the requirements imposed by the aforementioned 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 regulations or 

Limitations are or were adopted and any tort or constitutional claim about the effect of these regulations 

or Limitations on the Company’s employment relationship with its employees. 

[LOAN PARTY] 

By: 

 Name: 

 Title: 

Intending to be legally bound, I have executed this Waiver 

as of this ____th day of December, 2008. 
G-2-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT G-2

FORM OF WAIVER OF SEO TO LENDER 

In consideration for the benefits I will receive as a result of the participation of [BORROWER] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s Program for Systemically Significant Failing Institutions (as set forth in Notice 2008-PSSFI) 

and any other economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (the “EESA”) either prior to or subsequent to the date of 

this letter from me (any such program, including the Program for Systemically Significant Failing 

Institutions, an “EESA Program”), I hereby voluntarily waive any claim against the United States or my 

employer for any changes to my compensation or benefits that are required to comply with the regulations 

issued by the Department of the Treasury in connection with an EESA Program, including without 

limitation the guidelines set forth in Notice 2008-PSSFI and the requirements of the Loan and Security

Agreement dated as of December 31, 2008 between the Company and the United States Department of 

the Treasury (the “Limitations”).

I acknowledge that the aforementioned 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), whether or not in writing, that I may have with the 

Company or in which I may participate as they relate to the period the United States holds any equity or 

debt securities of the Company acquired through an EESA Program, including without limitation the 

Program for Systemically Significant Failing Institutions, or for any other period applicable under such 

EESA 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 related 

to the requirements imposed by the aforementioned 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 regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

Intending to be legally bound, I have executed this Waiver 

as of this ____th day of December, 2008. 

______________________ 

Name: 
G-3-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT G-3

FORM OF CONSENT AND WAIVER OF SEO TO LOAN PARTIES 

In consideration for the benefits I will receive as a result of the participation of [BORROWER] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s Program for Systemically Significant Failing Institutions (as set forth in Notice 2008-PSSFI) 

and any other economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (the “EESA”) either prior to or subsequent to the date of 

this letter from me (any such program, including the Program for Systemically Significant Failing 

Institutions, an “EESA Program”), I hereby voluntarily consent to and waive any claim against any of the 

Company, the Company’s Board of Directors, any individual member of the Company’s Board of 

Directors and the Company’s officers, employees, representatives and agents for any changes to my 

compensation or benefits that are required to comply with the regulations issued by the Department of the 

Treasury in connection with an EESA Program, including without limitation the guidelines set forth in 

Notice 2008-PSSFI and the requirements of the Loan and Security Agreement dated as of December 31, 

2008 between the Company and the United States Department of the Treasury (the “Limitations”).

I acknowledge that the aforementioned 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), whether or not in writing, that I may have with the 

Company or in which I may participate as they relate to the period the United States holds any equity or 

debt securities of the Company acquired through an EESA Program, including without limitation the 

Program for Systemically Significant Failing Institutions, or for any other period applicable under such 

EESA 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 related 

to the requirements imposed by the aforementioned 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 regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

I agree that, in the event and to the extent that the Executive Compensation Committee of the 

Board of Directors of the Company (the “Committee”) reasonably determines that any compensatory 

payment and 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 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 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 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 an EESA Program. 
G-3-2

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

Intending to be legally bound, I have executed this Consent and Waiver 

as of this ____th day of December, 2008. 

______________________ 

Name: 
G-4-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT G-4

FORM OF WAIVER OF SENIOR EMPLOYEES TO LENDER 

In consideration for the benefits I will receive as a result of the participation of [BORROWER] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s Program for Systemically Significant Failing Institutions (as set forth in Notice 2008-PSSFI) 

and any other economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (the “EESA”) either prior to or subsequent to the date of 

this letter from me (any such program, including the Program for Systemically Significant Failing 

Institutions, an “EESA Program”), I hereby voluntarily waive any claim against the United States or my 

employer for any failure to pay or accrue any bonus or incentive compensation as a result of compliance 

with the regulations issued by the Department of the Treasury in connection with an EESA Program, 

including without limitation the guidelines set forth in Notice 2008-PSSFI and the requirements of the

Loan and Security Agreement dated as of December 31, 2008 between the Company and the United 

States Department of the Treasury (the “Limitations”).

I acknowledge that the aforementioned 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), whether or not in writing, that I may have with the 

Company or in which I may participate as they relate to the period the United States holds any equity or 

debt securities of the Company acquired through an EESA Program, including without limitation the 

Program for Systemically Significant Failing Institutions, or for any other period applicable under such 

EESA 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 related 

to the requirements imposed by the aforementioned 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 regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

Intending to be legally bound, I have executed this Waiver 

as of this ____th day of December, 2008. 

______________________ 

Name: 
G-5-1

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

EXHIBIT G-5

FORM OF CONSENT AND WAIVER OF SENIOR EMPLOYEES TO LOAN PARTIES 

In consideration for the benefits I will receive as a result of the participation of [BORROWER] 

(together with its subsidiaries and affiliates, the “Company”) in the United States Department of the 

Treasury’s Program for Systemically Significant Failing Institutions (as set forth in Notice 2008-PSSFI) 

and any other economic stabilization program implemented by the Department of the Treasury under the 

Emergency Economic Stabilization Act of 2008 (the “EESA”) either prior to or subsequent to the date of 

this letter from me (any such program, including the Program for Systemically Significant Failing 

Institutions, an “EESA Program”), I hereby voluntarily consent to and waive any claim against any of the 

Company, the Company’s Board of Directors, any individual member of the Company’s Board of 

Directors and the Company’s officers, employees, representatives and agents for any failure to pay or 

accrue any bonus or incentive compensation as a result of compliance with the regulations issued by the 

Department of the Treasury in connection with an EESA Program, including without limitation the 

guidelines set forth in Notice 2008-PSSFI and the requirements of the Loan and Security Agreement 

dated as of December 31, 2008 between the Company and the United States Department of the Treasury 

(the “Limitations”).

I acknowledge that the aforementioned 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), whether or not in writing, that I may have with the 

Company or in which I may participate as they relate to the period the United States holds any equity or 

debt securities of the Company acquired through an EESA Program, including without limitation the 

Program for Systemically Significant Failing Institutions, or for any other period applicable under such 

EESA 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 related 

to the requirements imposed by the aforementioned 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 regulations or Limitations are or were adopted and 

any tort or constitutional claim about the effect of these regulations or Limitations on my employment

relationship.

I agree that, in the event and to the extent that the Executive Compensation Committee of the 

Board of Directors of the Company (the “Committee”) reasonably determines that any compensatory 

payment and benefit provided to me would cause the Company to fail to be in compliance with the terms 

and conditions of any 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 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 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 an EESA Program. 
G-5-2

[TPW: NYLEGAL:791311.16] 21495-00001 12/31/2008 04:00 PM

Intending to be legally bound, I have executed this Consent and Waiver 

as of this ____th day of December, 2008. 

______________________ 

Name: 
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Schedule 1.1 

LIST OF PLEDGORS 

Name 

Form of 

Organization 

Jurisdiction of 

Organization 

Organizational ID 

Number Taxpayer I

████████████████ Limited Liability Company Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Partnership Nevada █████████ █████████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████

Information in this Schedule has been redacted at the request of General Motors Corporation
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 1.2 – 1

Schedule 1.2 

LIST OF GUARANTORS 

Name 

Form of 

Organization 

Jurisdiction of 

Organization 

Organizational ID 

Number Taxpayer I

████████████████ Limited Liability Company Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Partnership Nevada █████████ █████████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Limited Liability 

Company Delaware █████████ █████

████████████████ Corporation Delaware █████████ █████████████████████ Corporation Delaware █████████ █████

Information in this Schedule has been redacted at the request of General Motors Corporation
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Schedule 6.03 

MATERIAL LITIGATION/INVESTIGATIONS DISCLOSED TO THE SEC

Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 Canadian Export Antitrust Class Actions

Approximately eighty purported class actions on behalf of all purchasers of new motor vehicles in t

United States since January 1, 2001, have been filed in various state and federal courts against General Motors Corporation, General Motors of Canada Limited (GM Canada), Ford, Chrysler, Toyota Corporation (Toyota), Honda, Nissan, and BMW and their Canadian affiliates, the National Automobile Dealers Association, and the Canadian Automobile Dealers Association. The federal court actions have been consolidated for coordinated pretrial proceedings under the caption In re New Market Vehicle Canadian Export Antitrust Litigation Cases in the U.S. District Court for the District of Maine, and the more than 30 California cases have been consolidated in the California Superior Court in San Francisco County under the case captions Belch v. Toyota Corporation, et al. and Bell v. General Motors Corporation. 

The nearly identical complaints alleged that the defendant manufacturers, aided by the association 

defendants, conspired among themselves and with their dealers to prevent the sale to U.S. citizens of vehicles produced for the Canadian market and sold by dealers in Canada. The complaints alleged that new vehicle prices in Canada are 10% to 30% lower than those in the United States, and that preventing the sale of these vehicles to U.S. citizens resulted in the payment of higher than competitive prices by U.S. consumers. The complaints, as amended, sought injunctive relief under U.S. antitrust law and trebldamages under U.S. and state antitrust laws, but did not specify damages. The complaints further allegeunjust enrichment and violations of state unfair trade practices act. On March 5, 2004, the U.S. District Court for the District of Maine issued a decision holding that the purported indirect purchaser classes failed to state a claim for damages but allowed a separate claim seeking to enjoin future alleged violatioto continue. The U.S. District Court for the District of Maine on March 10, 2006 certified a nationwide class of buyers and lessees under Federal Rule 23(b)(2) solely for injunctive relief, and on March 21, 2007 stated that it would certify 20 separate statewide class actions for damages under various state law theories under Federal Rule 23(b)(3), covering the period from January 1, 2001 to April 30, 2003. On October 3, 2007, the U.S. Court of Appeals for the First Circuit heard oral arguments on our consolidate
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 appeal of the both class certification orders. 

On September 25, 2007, a claim was filed in Ontario Superior Court of Justice on behalf of a 

purported class of actual and intended purchasers of vehicles in Canada claming that a similar alleged conspiracy was now preventing lower-cost U.S. vehicles from being sold to Canadians. No determinatiohas been made that the case may be maintained as a class action, and it is not possible to determine the likelihood of liability or reasonably ascertain the amount of any damages. Health Care Litigation — 2007 Agreement

On September 27, 2007, the UAW and eight putative class representatives filed a class action, UAW

et al. v. General Motors Corporation, in the U.S. District Court for the Eastern District of Michigan on behalf of hourly retirees, spouses and dependents, seeking to enjoin us from making unilateral changes hourly retiree healthcare coverage upon termination of the UAW Health Care Agreement in 2011. Plaintiffs claim that hourly retiree healthcare benefits are vested and cannot be modified, and that our announced intention to make changes violates the federal Labor Relations Management Act of 1947 and ERISA. Although we believe that we may lawfully change retiree healthcare benefits, we have entered into the Settlement Agreement with the UAW which contemplates creation of an independent VEBA truinto which we will transfer significant funding, which thereafter would be solely responsible for establishing and funding a new benefit plan that would provide healthcare benefits for hourly retirees, spouses and dependents. 

General Motors Securities Litigation

On September 19, 2005, Folksam Asset Management filed Folksam Asset Management, et al. v. 

General Motors Corporation, et al., a purported class action complaint in the U.S. District Court for the Southern District of New York naming as defendants GM, GMAC, and our Chairman and Chief Executive Officer G. Richard Wagoner, Jr., former Vice Chairman and Chief Financial Officer John Devine, Treasurer Walter Borst, and former Chief Accounting Officer Peter Bible. Plaintiffs purported tbring the claim on behalf of purchasers of our debt and/or equity securities during the period February 22002 through March 16, 2005. The complaint alleges that all defendants violated Section 10(b) and that 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 the individual defendants also violated Section 20(a) of the Exchange Act. The complaint also alleged violations by all defendants of Section 11 and Section 12(a) and by the individual defendants of Section 15 of the Securities Act of 1933, as amended (Securities Act), in connection with certain registered debt offerings during the class period. In particular, the complaint alleged that our cash flows during the clasperiod were overstated based on the “reclassification” of certain cash items described in our Annual Report on Form 10-K for the year ended December 31, 2004. The reclassification involved cash flows relating to the financing of GMAC wholesale receivables from dealers that resulted in no net cash receipand our decision to revise the Consolidated Statements of Cash Flows for the years ended December 312002 and 2003. The complaint also alleged misrepresentations relating to forward-looking statements oour 2005 earnings forecast which was later revised significantly downward. In October 2005, a similar suit, Galliani, et al. v. General Motor Corporation, et al., which asserted claims under the Exchange Act based on substantially the same factual allegations, was filed and subsequently consolidated with the Folksam case. The consolidated suit was recaptioned as In re General Motors Corporation Securities Litigation. Under the terms of the GMAC Transaction, we are indemnifying GMAC in connection with these cases. 

On November 18, 2005, plaintiffs in the Folksam case filed an amended complaint, which added 

several additional investors as plaintiffs, extended the end of the class period to November 9, 2005 and named as additional defendants three current and one former member of GM’s audit committee, as well as our independent registered public accountants, Deloitte & Touche LLP. In addition to the claims asserted in the original complaint, the amended complaint added a claim against Mr. Wagoner and Mr. Devine for rescission of their bonuses and incentive compensation during the class period. It also includfurther allegations regarding our accounting for pension obligations, restatement of income for 2001 anfinancial results for the first and second quarters of 2005. Neither the original complaint nor the amendecomplaint specified the amount of damages sought, and we have no means to estimate damages the plaintiffs will seek based upon the limited information available in the complaint. The court’s provisiondesignations of lead plaintiff and lead counsel on January 17, 2006 were made final on February 6, 200Plaintiffs subsequently filed a second amended complaint, which added various underwriters as defendants. 

Plaintiffs filed a third amended securities complaint in In re General Motors Corporation Securities 

and Derivative Litigation on August 15, 2006. (As explained below, certain shareholder derivative case
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 were consolidated with In re General Motors Corporation Securities Litigation for coordinated or consolidated pretrial proceedings and the caption was modified). The amended complaint in the GM securities litigation did not include claims against the underwriters previously named as defendants, alleged a proposed class period of April 13, 2000 through March 20, 2006, did not include the previouslasserted claim for the rescission of incentive compensation against Mr. Wagoner and Mr. Devine and contained additional factual allegations regarding our restatements of financial information filed with oureports to the SEC for the years 2000 through 2005. On October 13, 2006, the GM defendants filed a motion to dismiss the amended complaint in the GM securities litigation, which remains pending. On December 14, 2006, plaintiffs filed a motion for leave to file a fourth amended complaint in the event thCourt grants the GM defendants’ motion to dismiss. The GM defendants have opposed the motion for leave to file a fourth amended complaint. Shareholder Derivative Suits

On November 10, 2005, Albert Stein filed a purported shareholder derivative action, Stein v. Bowle

et al., in the U.S. District Court for the Eastern District of Michigan, ostensibly on behalf of the Corporation, against the members of our Board of Directors at that time. The complaint alleged that defendants breached their fiduciary duties of due care, loyalty and good faith by, among other things, causing GM to overstate our income (as reflected in our restatement of 2001 earnings and second quarte2005 earnings) and exposing us to potential damages in SEC investigations and investor lawsuits. The suit sought damages based on defendants’ alleged breaches and an order requiring defendants to indemnify us for any future litigation losses. Plaintiffs claimed that the demand on our Board to bring suitself (ordinarily a prerequisite to suit under Delaware law) was excused because it would be “futile.” Tcomplaint did not specify the amount of damages sought, and defendants have no means to estimate damages the plaintiffs will seek based upon the limited information available in the complaint. 

On December 15, 2005, Henry Gluckstern filed a purported shareholder derivative action, Gluckste

v. Wagoner, et al., in the U.S. District Court for the Eastern District of Michigan, ostensibly on behalf othe Corporation, against our Board of Directors. This suit was substantially identical to Stein v. Bowleset al. Also on December 15, 2005, John Orr filed a substantially identical purported shareholder derivatiaction, Orr v. Wagoner, et al., in the U.S. District Court for the Eastern District of Michigan, ostensibly 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 on behalf of the Corporation, against our Board of Directors. 

On December 2, 2005, Sharon Bouth filed a similar purported shareholder derivative action, Bouth 

Barnevik, et al., in the Circuit Court of Wayne County, Michigan, ostensibly on behalf of the Corporation, against the members of our Board of Directors and a GM officer not on the Board. The complaint alleged that defendants breached their fiduciary duties of due care, loyalty and good faith by, among other things, causing us to overstate our earnings and cash flow and improperly account for certatransactions and exposing us to potential damages in SEC investigations and investor lawsuits. The suit sought damages based on defendants’ alleged breaches and an order requiring defendants to indemnify for any future litigation losses. Plaintiffs claimed that demand on our Board was excused because it woube “futile.” The complaint did not specify the amount of damages sought, and defendants have no meanto estimate damages the plaintiffs will seek based upon the limited information available in the complai

On December 16, 2005, Robin Salisbury filed an action in the Circuit Court of Wayne County, 

Michigan, Salisbury v. Barnevik, et al., substantially identical to the Bouth case described above. The Salisbury and Bouth cases have been consolidated and plaintiffs have stated they intend to file an amended consolidated complaint. The directors and the non-director officer named in these cases have nyet filed their responses to the Bouth and Salisbury complaints. On July 21, 2006, the Court stayed the proceedings in Bouth and Salisbury. The Court subsequently continued the stay until mid-April 2008. 

Plaintiffs filed amended complaints in In re General Motors Corporation Securities and Derivative 

Litigation on August 15, 2006. The amended complaint in the shareholder derivative litigation alleged that our Board of Directors breached its fiduciary obligations by failing to oversee our operations propeand prevent alleged improprieties in connection with our accounting with regard to cash flows, pensionrelated liabilities and supplier credits. The defendants filed a motion to dismiss the amended complaint. On November 9, 2006, the Court granted the plaintiffs leave to file a second consolidated and amended derivative complaint, which adds allegations concerning recent changes to our bylaws and the resignatioof a director from our Board of Directors. The defendants have filed a motion to dismiss plaintiffs’ secoconsolidated and amended derivative complaint. 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 Consolidation of Securities and Shareholder Derivative Actions in the Eastern District of Michigan

On December 13, 2005, defendants in In re General Motors Corporation Securities Litigation 

(previously Folksam Asset Management v. General Motors Corporation, et al. and Galliani v. General Motors Corporation, et al.) and Stein v. Bowles, et al. filed a Motion with the Judicial Panel on Multidistrict Litigation to transfer and consolidate these cases for pretrial proceedings in the U.S. DistriCourt for the Eastern District of Michigan. 

On January 5, 2006, defendants submitted to the Judicial Panel on Multidistrict Litigation an 

Amended Motion seeking to add to their original Motion the Rosen, Gluckstern and Orr cases for consolidated pretrial proceedings in the U.S. District Court for the Eastern District of Michigan. On Apr17, 2006, the Judicial Panel on Multidistrict Litigation entered an order transferring In re General MotorCorporation Securities Litigation to the U.S. District Court for the Eastern District of Michigan for coordinated or consolidated pretrial proceedings with Stein v. Bowles, et al.; Rosen, et al. v. General Motors Corp., et al.; Gluckstern v. Wagoner, et al. and Orr v. Wagoner, et al. (While the motion was pending, plaintiffs voluntarily dismissed Rosen.) In October 2007, the U.S. District Court for the EasterDistrict of Michigan appointed a special master for the purpose of facilitating settlement negotiations in the consolidated case, now captioned In re General Motors Corporation Securities and Derivative Litigation. 

GMAC Bondholder Class Actions

On November 29, 2005, Stanley Zielezienski filed a purported class action, Zielezienski, et al. v. 

General Motors Corporation, et al. The action was filed in the Circuit Court for Palm Beach County, Florida, against GM, GMAC, our Chairman and Chief Executive Officer G. Richard Wagoner, Jr., GMAC’s Chairman Eric A. Feldstein and certain GM and GMAC officers, namely, William F. Muir, Linda K. Zukauckas, Richard J.S. Clout, John E. Gibson, W. Allen Reed, Walter G. Borst, John M. Devine and Gary L. Cowger. The action also named certain underwriters of GMAC debt securities as defendants. The complaint alleged that all defendants violated Section 11 of the Securities Act, that we violated Section 15 and that all defendants except us violated Section 12(a)(2) of the Securities Act. In particular, the complaint alleged material misrepresentations in certain GMAC financial statements 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 incorporated by reference with GMAC’s Registration Statement on Form S-3 and Prospectus filed in 2003. More specifically, the complaint alleged material misrepresentations in connection with the offerifor sale of GMAC SmartNotes in certain GMAC financial statements contained in GMAC’s Forms 10-Q for the quarterly periods ended March 31, 2004 and June 30, 2004 and in the Form 8-K which disclosed financial results for the quarterly period ended September 30, 2004, which were materially false and misleading as evidenced by GMAC’s 2005 restatement of these quarterly results. In December 2005, plaintiff filed an amended complaint making substantially the same allegations as were in the previous filing with respect to additional debt securities issued by GMAC during the period from April 23, 2004 March 14, 2005 and adding approximately 60 additional underwriters as defendants. The complaint did not specify the amount of damages sought, and defendants have no means to estimate damages the plaintiffs will seek based upon the limited information available in the complaint. On January 6, 2006, tdefendants named in the original complaint removed this case to the U.S. District Court for the Southern District of Florida, and on April 3, 2006, that court transferred the case to the U.S. District Court for the Eastern District of Michigan. 

On December 28, 2005, J&R Marketing, SEP, filed a purported class action, J&R Marketing, et al. 

General Motors Corporation, et al. The action was filed in the Circuit Court for Wayne County, Michigagainst GM, GMAC, Eric Feldstein, William F. Muir, Linda K. Zukauckas, Richard J.S. Clout, John E. Gibson, W. Allen Reed, Walter G. Borst, John M. Devine, Gary L. Cowger, G. Richard Wagoner, Jr. anseveral underwriters of GMAC debt securities. Similar to the original complaint filed in the Zielezienskcase described above, the complaint alleged claims under Sections 11, 12(a), and 15 of the Securities Abased on alleged material misrepresentations or omissions in the registration statements for GMAC SmartNotes purchased between September 30, 2003 and March 16, 2005. The complaint alleged inadequate disclosure of our financial condition and performance as well as issues arising from GMAC’2005 restatement of quarterly results for the three quarters ended September 30, 2005. The complaint dinot specify the amount of damages sought, and defendants have no means to estimate damages the plaintiffs will seek based upon the limited information available in the complaint. On January 13, 2006, defendants removed this case to the U.S. District Court for the Eastern District of Michigan. 

On February 17, 2006, Alex Mager filed a purported class action, Mager v. General Motors 

Corporation, et al. The action was filed in the U.S. District Court for the Eastern District of Michigan anwas substantively identical to the J&R Marketing case described above. On February 24, 2006, J&R 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 Marketing filed a motion to consolidate the Mager case with its case (discussed above) and for appointment as lead plaintiff and the appointment of lead counsel. On March 8, 2006, the court entered order consolidating the two cases and subsequently consolidated those cases with the Zielezienski case described above. Lead plaintiffs’ counsel has been appointed, and on July 28, 2006, plaintiffs filed a Consolidated Amended Complaint, differing mainly from the initial complaints by asserting claims for GMAC debt securities purchased during a different time period, of July 28, 2003 through November 9, 2005, and adding additional underwriter defendants. On August 28, 2006, the underwriter defendants were dismissed without prejudice. On September 25, 2006, the GM and GMAC defendants filed a motito dismiss the amended complaint, and on February 27, 2007, the District Court issued an opinion granting defendants’ motion to dismiss, and dismissing plaintiffs’ complaint. Plaintiffs have appealed thorder, and oral argument on plaintiffs’ appeal was held on February 7, 2008. 

Under the terms of the GMAC Transaction, we are indemnifying GMAC in connection with these 

cases. 

The securities and shareholder derivative cases described above are in preliminary phases. No 

determination has been made that the securities cases can be maintained as class actions or that the shareholder derivative actions can proceed without making a demand in accordance with Delaware law that our board bring the actions. As a result, the scope of the actions and whether they will be permitted proceed is uncertain. ERISA Class Actions

In May 2005, the U.S. District Court for the Eastern District of Michigan consolidated three related 

purported class actions brought under ERISA against us and other named defendants who are alleged to be fiduciaries of the stock purchase programs and personal savings plans for our salaried and hourly employees, under the case caption In re General Motors ERISA Litigation. In June 2007, plaintiffs filed consolidated class action complaint against us, the Investment Funds Committee of our Board of Directors, its individual members, our Chairman and Chief Executive Officer, members of our EmployeBenefits Committee during the putative class period, General Motors Investment Management Co. 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 (GMIMCo) and State Street Bank (State Street). The complaint alleged that the GM defendants breachetheir fiduciary duties to plan participants by, among other things, investing their assets, or offering them the option of investing, in GM stock on the ground that it was not a prudent investment. Plaintiffs purpoto bring these claims on behalf of all persons who were participants in or beneficiaries of the plans from March 18, 1999 to the present, and seek to recover losses allegedly suffered by the plans. The complaindid not specify the amount of damages sought, and we have no means at this time to estimate damages that the plaintiffs will seek. On July 17, 2006, plaintiffs amended their complaint principally to add allegations about our restatement of a previously issued income statement and the reclassification of certain cash flows. The amended complaint did not name any additional defendants or assert any new claims. In August 2006, the GM defendants filed a motion to dismiss the amended complaint, which wagranted in part and denied in part in August 2007. In February 2007, plaintiffs filed a motion for class certification, which is pending. In October 2007, the parties reached a tentative settlement, which receivpreliminary court approval on January 30, 2008. The district court has set a fairness hearing on the tentative settlement for June 5, 2008. The tentative settlement provides, among other key terms, that we will pay $37.5 million in cash, which includes attorney fees and costs for the plaintiffs. In addition, we will agree to maintain various existing structural changes to ERISA plans for our salaried and hourly employees for at least four years. 

GMIMCo is one of numerous defendants in several purported class action lawsuits filed in March a

April 2005 in the U.S. District Court for the Eastern District of Michigan, alleging violations of ERISA with respect to the Delphi company stock plans for salaried and hourly employees. The cases have been consolidated under the case caption In re Delphi ERISA Litigation in the Eastern District of Michigan fcoordinated pretrial proceedings with other Delphi stockholder lawsuits in which GMIMCo is not nameas a defendant. The complaints essentially allege that GMIMCo, a named fiduciary of the Delphi plans, breached its fiduciary duties under ERISA to plan participants by allowing them to invest in the Delphi Common Stock Fund when it was imprudent to do so, by failing to monitor State Street, the entity appointed by GMIMCo to serve as investment manager for the Delphi Common Stock Fund, and by knowingly participating in, enabling or failing to remedy breaches of fiduciary duty by other defendantsNo determination has been made that a class action can be maintained against GMIMCo, and there have been no decisions on the merits of the claims. Delphi has reached a settlement of these cases that, if implemented, would provide for dismissal of all claims against GMIMCo related to this litigation withopayment by GMIMCo. That settlement has been approved by both the District Judge in the Eastern 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 District of Michigan and the Bankruptcy Judge in the Southern District of New York presiding over Delphi’s bankruptcy proceeding. However, implementation of the settlement remains conditioned upon the resolution of a pending appeal of the District Court’s approval and ii) the implementation of Delphiplan of reorganization approved by the Bankruptcy Court. Accordingly, the disposition of the case remains uncertain, and it is not possible to determine whether liability is probable or the amount of damages, if any. 

On March 8, 2007, a purported class action lawsuit was filed in the U.S. District Court for the 

Southern District of New York captioned Young, et al. v. General Motors Investment Management Corporation, et al. The case, brought by four plaintiffs who are alleged to be participants in the General Motors Savings-Stock Purchase Program for Salaried Employees and the General Motors Personal Savings Plan for Hourly-Rate Employees, purports to bring claims on behalf of all participants in these two plans as well as participants in the General Motors Income Security Plan for Hourly-Rate Employeand the Saturn Individual Savings Plan for Represented Members against GMIMCo and State Street. Thcomplaint alleges that GMIMCo and State Street breached their fiduciary duties to plan participants by allowing participants to invest in five different funds that each primarily held the equity of a single company: the EDS Fund, the DIRECTV Fund, the News Corp. Fund, the Raytheon Fund and the DelphFund, all of which plaintiffs allege were imprudent investments because of their inherent risk and poor performance relative to more prudent investment alternatives. The complaint also alleges that GMIMCo breached its fiduciary duties to plan participants by allowing participants to invest in mutual funds offerby FMR Corp. under the Fidelity brand name. Plaintiffs allege that by investing in these funds, participants paid excessive fees and costs that they would not have incurred had they invested in more prudent investment alternatives. The complaint seeks a declaration that defendants have breached their fiduciary duties, an order requiring defendants to compensate the plans for their losses resulting from thbreaches of fiduciary duties, the removal of defendants as fiduciaries, an injunction against further breaches of fiduciary duties, other unspecified equitable and monetary relief and attorneys’ fees and cos

On April 12, 2007, a purported class action lawsuit was filed in the U.S. District Court for the 

Southern District of New York captioned Mary M. Brewer, et al. v. General Motors Investment Management Corporation, et al. The case was brought by a plaintiff who alleges that she is a participant in the Delphi Savings-Stock Purchase Program for Salaried Employees and purports to bring claims on behalf of all participants in that plan as well as participants in the Delphi Personal Savings Plan for 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 Hourly-Rate Employees; the ASEC Manufacturing Savings Plan and the Delphi Mechatronic Systems Savings-Stock Purchase Program against GMIMCo and State Street. The complaint alleges that GMIMand State Street breached their fiduciary duties to plan participants by allowing participants to invest in five different funds that each primarily held the equity of a single company: the EDS Fund, the DIRECTFund, the News Corp. Fund, the Raytheon Fund and the GM Common Stock Fund, all of which plaintifallege were imprudent investments because of their inherent risk and poor performance relative to more prudent investment alternatives. The complaint also alleges that GMIMCo breached its fiduciary duties plan participants by allowing participants to invest in mutual funds offered by FMR Corp. under the Fidelity brand name. Plaintiffs allege that by investing in these funds, participants paid excessive fees acosts that they would not have incurred had they invested in more prudent investment alternatives. The complaint seeks a declaration that defendants have breached their fiduciary duties, an order requiring defendants to compensate the plans for their losses resulting from their breaches of fiduciary duties, the removal of defendants as fiduciaries, an injunction against further breaches of fiduciary duties, other unspecified equitable and monetary relief and attorneys’ fees and costs.

Motions to dismiss both Young and Brewer are pending, and there has been no other activity on the

cases. No determination has been made that either case may be maintained as a class action. The scope both actions is uncertain, and it is not possible to determine the likelihood of liability or reasonably ascertain the amount of any damages. Asbestos Litigation

Like most automobile manufacturers, we have been subject in recent years to asbestos-related claim

We have used some products which incorporated small amounts of encapsulated asbestos. These products, generally brake linings, are known as asbestos-containing friction products. There is a significant body of scientific data demonstrating that these asbestos-containing friction products are not unsafe and do not create an increased risk of asbestos-related disease. We believe that the use of asbestoin these products was appropriate. A number of the claims are filed against us by automotive mechanics and their relatives seeking recovery based on their alleged exposure to the small amount of asbestos usein brake components. These claims generally identify numerous other potential sources for the claimantalleged exposure to asbestos that do not involve us or asbestos-containing friction products, and many o
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 these other potential sources would place users at much greater risk. Most of these claimants do not havan asbestos-related illness and may not develop one. This is consistent with the experience reported by other automotive manufacturers and other end users of asbestos. 

Two other types of claims related to alleged asbestos exposure that are asserted against us — 

locomotive and premises — represent a significantly lower exposure to liability than the automotive friction product claims. Like other locomotive manufacturers, we used a limited amount of asbestos in locomotive brakes and in the insulation used in some locomotives. (We sold our locomotive manufacturing business in 2005). These uses have been the basis of lawsuits filed against us by railroad workers seeking relief based on their alleged exposure to asbestos. These claims generally identify numerous other potential sources for the claimant’s alleged exposure to asbestos that do not involve us locomotives. Many of these claimants do not have an asbestos-related illness and may never develop onMoreover, the West Virginia and Ohio supreme courts have ruled that federal law preempts asbestos torclaims asserted on behalf of railroad workers. Such preemption means that federal law eliminates the possibility that railroad workers could maintain state law claims against us. In addition, a relatively smanumber of claims are brought by contractors who are seeking recovery based on alleged exposure to asbestos-containing products while working on premises owned by us. These claims generally identify numerous other potential sources for the claimant’s alleged exposure to asbestos that do not involve us. 

While we have resolved many of our asbestos claims and continue to do so for strategic litigation 

reasons, such as avoiding defense costs and possible exposure to excessive verdicts, management believthat only a small portion of these claimants have or will develop an asbestos-related impairment. 

The amount expended in defense of asbestos claims in any year depends on the number of claims 

filed, the amount of pretrial proceedings, and the number of trials and settlements during the period. Ouexpenditures related to asbestos claims, including both defense costs and payments to claimants, have declined over the past several years. 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 Patent and Trade Secrets Litigation

In January 1994, plaintiffs commenced John Evans and Evans Cooling Systems, Inc. v. General 

Motors Corporation in Connecticut state court by filing separate suits for patent infringement and trade secret misappropriation. In the patent case, summary judgment in our favor was affirmed on appeal. In ttrade secret case, the 2003 ruling of the presiding judge in our favor was reversed on appeal by the Connecticut Supreme Court on March 15, 2006 and remanded for jury trial. The plaintiffs expanded theclaims for the new trial to include a subsequent generation of engines, used in a wide variety of our vehicles and sought relief in excess of $12 billion. On September 13, 2007, the trial court granted partiasummary judgment in our favor, dismissing plaintiff’s attempt to expand their claims to the subsequent generation of engines. Plaintiffs are expected to appeal this ruling, which substantially restricts the scopof damages available under their current theory, following the trial. 

Coolant System Class Action Litigation

We have been named as the defendant in 22 putative class actions in various federal and state court

in the United States alleging defects in the engine cooling systems in our vehicles; 14 cases are still pending in U.S. courts including six cases that have been consolidated, either finally or conditionally, fopre-trial proceedings in a multi-district proceeding in the U.S. District Court for the Southern District of Illinois. State courts in California and Michigan have denied motions to certify cases for class treatmentIn an opinion dated February 16, 2007, certification of a multi-state class was denied in the federal multdistrict proceeding on the grounds that individual issues predominate over common questions. Howeverin Gutzler v. General Motors Corporation, the Circuit Court of Jackson County, Missouri in January 200certified an “issues” class in January 2006 comprised of “all consumers who purchased or leased a GM vehicle in Missouri that was factory-equipped with “Dex Cool” coolant, which was included as original equipment in vehicles we manufactured since 1995. The Court also certified two sub-classes comprised 1) class members who purchased or leased a vehicle with a 4.3-liter engine, and 2) class members who purchased or leased a vehicle with a 3.1, 3.4, or 3.8-liter engine. The Gutzler court’s order provided for addressing specific issues on a class basis, including the extent of our warranty on coolant and whether our coolant is incompatible with other vehicle components. In Sanute v. General Motors Corporation, thstate court in California on September 30, 2007 certified a class of claims related to certain vehicles wit
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 3.1 and 3.4 liter engines to consider claims that the intake manifold gaskets were defective. In Amico v. General Motors Corporation, the state Court in Maricopa County, Arizona on September 17, 2007 certified a class of all vehicles (regardless of model year) with 3.1, 3.4, 3.8, 4.3, 5.7 and 7.4 liter enginecontaining intake manifold gaskets with a nylon carrier and silicon sealing bead. 

Kenneth Stewart v. General Motors of Canada Limited and General Motors Corporation, a complai

filed in the Superior Court of Ontario on April 24, 2006, alleged a class action covering Canadian residents, except residents of British Columbia and Quebec, who purchased 1995 to 2003 GM vehicles with 3.1, 3.4, 3.8 and 4.3 liter engines. Plaintiff alleged that defects in the engine cooling systems allow coolant to leak into the engine and cause engine damage. The complaint alleged violation of the BusinePractices and Competition Acts and sought alleged benefits received as a result of failure to warn and negligence, compensatory damages, punitive damages, fees and costs. Similar complaints (some involving 2004 vehicles as well) have been filed in 17 putative class actions against GM Canada and usin ten provinces. Class certification has not been approved in any of these cases, and all have been stayeon the agreement of counsel pending the outcome of the class certification hearing in Stewart, which wascheduled for December 2007 and subsequently adjourned. No determination has been made that the camay be maintained as a class action, and it is not possible to determine the likelihood of liability or reasonably ascertain the amount of any damages. 

In October 2007, the parties reached a tentative settlement that would resolve certain claims in the 

putative class actions related to alleged defects in the engine cooling systems in our vehicles. The settlement as negotiated would apply to claims related to vehicles sold in the U.S. with a 3.1, 3.4 or 3.8-liter engine or to the use of Dex Cool engine coolant in sport utility vehicles and pickup trucks with a 4.liter engine from 1996 through 2000, subject to the negotiation and execution of definitive binding agreements. If and when definitive settlement agreements are executed, they must be submitted for approval to the appropriate court or courts. The tentative settlement does not include claims asserted in several different alleged class actions related to alleged gasket failures in certain other engines, includin4.3, 5.0 and 5.7-liter engines (without model year restrictions), or claims relating to alleged coolant related failures in vehicles other than those covered by the tentative settlement. 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 GM/OnStar Analog Equipment Litigation

We or our wholly owned subsidiary OnStar Corporation (OnStar) or both of us are parties to more 

than 20 putative class actions filed in various states, including Michigan, Ohio, New Jersey, Pennsylvanand California. All of these cases have been consolidated for pretrial purposes in a multi-district proceeding under the caption In re OnStar Contract Litigation in the U.S. District Court for the Eastern District of Michigan. The litigation arises out of the discontinuation by OnStar of services to vehicles equipped with analog hardware. OnStar was unable to provide services to such vehicles because the cellular carriers which provide communication service to OnStar terminated analog service beginning in February 2008. In the various cases, the plaintiffs are seeking certification of nationwide or statewide classes of owners of vehicles currently equipped with analog equipment, alleging various breaches of contract, misrepresentation and unfair trade practices. This proceeding is in the early stages of development, class certification motions have been fully briefed and the parties have not completed any formal discovery. It is not possible at this time to determine the likelihood of our liability of GM or OnStar or both of us or of class certification, or to reasonably ascertain the amount of any damages. 

Greenhouse Gas Lawsuit

In California ex rel. Lockyer v. General Motors Corporation, et al., the California Attorney General 

brought suit against a group of major vehicle manufacturers including us for damages allegedly suffered by the state as a result of greenhouse gas emissions from the manufacturers’ vehicles, principally based on a common law nuisance theory. On September 18, 2007, the U.S. District Court for the Northern District of California granted the defendants’ motion to dismiss the complaint on the grounds that the claim under the federal common law of nuisance raised non-justiciable political questions beyond the Court’s jurisdiction. The Court also dismissed without prejudice the nuisance claim under California stalaw. Plaintiff filed an appeal with the U.S. Court of Appeals for the Ninth Circuit on October 16, 2007, and the Court has set a schedule for submission of briefs. 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 Carbon Dioxide Emission Standard Litigation

In a number of cases, the Alliance of Automobile Manufacturers, the Association of International 

Automobile Manufacturers, Chrysler, various automobile dealers and GM have brought suit for declaratory and injunctive relief from state legislation imposing stringent controls on new motor vehicle CO2 emissions. These cases argue that such state regulation of CO2 emissions is preempted by two federal statutes, the Energy Policy and Conservation Act and the Clean Air Act. The cases were broughagainst the CARB on December 7, 2004, in the U.S. District Court for the Eastern District of California (Fresno Division); against the Vermont Agency of Natural Resources and the Vermont Department of Environmental Conservation on November 18, 2005, in the U.S. District Court for the District of Vermont; and against the Rhode Island Department of Environmental Management on February 13, 200in the U.S. District Court for the District of Rhode Island. 

On September 12, 2007, the U.S. District Court for the District of Vermont issued an order rejecting 

plaintiffs’ argument and dismissing the complaint. The industry plaintiffs, including us, have appealed tthe U.S. Court of Appeals for the Second Circuit. On December 12, 2007, the U.S. District Court for the Eastern District of California issued an order granting summary judgment in favor of the defendant Statof California and interveners on industry’s claims related to federal preemption. The court did not lift thorder enjoining California from enforcing the AB 1493 Rules in the absence of an EPA waiver. The industry’s response to the ruling is under consideration. A related challenge in the California Superior Court in Fresno is pending. On December 21, 2007, the U.S. District Court for the District of Rhode Island denied the state’s motion to dismiss the industry challenge and announced steps for the case to proceed to trial. Also on December 27, 2007, several New Mexico auto dealers filed a federal legal challenge to adoption of the standards in that state. 

U.S. Environmental Protection Agency Region III Administrative Complaint

On September 27, 2007, EPA Region III brought a nine-count Administrative Complaint against ou

manufacturing facility in Wilmington, Delaware seeking undisclosed penalties. The Complaint is substantially similar to the previously disclosed 2003 EPA Region V matter now on appeal before the EPA Environmental Appeal Board. Both cases center around whether purge solvent used in cleaning 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 paint applicators is a solid waste, and whether its continued use in keeping pipes from clogging is part othe solvent’s “original intended purpose.” We intend to file an Answer and to seek a stay in enforcemenuntil all appeals have been exhausted. EPA Region III may seek penalties in excess of $100,000. Financial Assurance Enforcement

The EPA has notified us that they intend to bring an administrative enforcement action for alleged 

historic failures to comply with the Resource Conservation Recovery Act’s annual financial assurance requirements. We anticipate that the EPA will seek penalties exceeding $100,000. 
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Annual Report on Form 10-K, for the year ended December 31, 2007, filed on February 28, 2008 Investigations We are cooperating with federal governmental agencies in connection with

a number of investigations.  We have received subpoenas and information requests from the SEC in connection with some of its investigations related to various matters including our financial reporting concerning pension and OPEB, certain transactions between us and Delphi, supplier price reductions or credits, any obligation we may have to fund pension and OPEB costs in connection with Delphi’s Chapter 11 proceedings, retatements of our previously disclosed financial statements in connection with our accounting for certain foreign exchange contracts and commodities contracts, and certain transactions in precious metal raw materials used in our automotivemanufacturing operations. The SEC is also investigating our accounting for various derivative transactions under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” We have produced documents and provided testimony in response to the subpoenas and are continuing to cooperate in connection with all these investigations. A negative outcome of one or more of these investigations could require us to restate prior financial results and could result in fines, penalties or other remedies being imposed on us, which under certain circumstances could have a material adverse effect on our business. 
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Quarterly Report on Form 10-Q, for the quarter ended March 31, 2008, filed on May 8, 2008 Canadian Export Antitrust Class Actions

In the previously reported antitrust class action consolidated in the U.S. District Court for the Distri

of Maine, In re New Market Vehicle Canadian Export Antitrust Litigation Cases, the U.S. Court of Appeals for the First Circuit reversed the certification of the injunctive class and ordered dismissal of thinjunctive claim on March 28, 2008. The U.S. Court of Appeals for the First Circuit also vacated the certification of the damages class and remanded to the U.S. District Court for the District of Maine for determination of several issues concerning federal jurisdiction and, if such jurisdiction still exists, for reconsideration of that class certification on a more complete record. On April 11, 2008, plaintiffs filed motion with the U.S. Court of Appeals for the First Circuit for rehearing en banc of its decisions regarding the injunctive class. Health Care Litigation — 2007 Agreement

In the previously reported class lawsuit brought in the U.S. District Court for the Eastern District of 

Michigan by the UAW and eight putative class representatives, UAW, et al. v. General Motors Corporation, we completed settlement negotiations and entered into the Settlement Agreement with the UAW and the putative classes on February 21, 2008. The Court certified the class and granted preliminary approval of the Settlement Agreement on March 4, 2008. Notice of the settlement has been mailed to 520,000 class members, and the final hearing to review the fairness of the Settlement Agreement is scheduled for June 3, 2008. 

Shareholder Derivative Suits

In the previously reported case, Salisbury v. Barnevik, et al., brought in the Circuit Court of Wayne 

County, Michigan, the Court has continued the stay in the proceedings until July 2008. 
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Quarterly Report on Form 10-Q, for the quarter ended March 31, 2008, filed on May 8, 2008 GMAC Bondholder Class Actions

With respect to the previously reported litigation consolidated under the caption Zielezienski, et al. 

General Motors Corporation, et al., on March 6, 2008, the U.S. Court of Appeals for the Sixth Circuit affirmed the dismissal of this case by the U.S. District Court for the Eastern District of Michigan. Plaintiffs have filed a motion for a rehearing. 

ERISA Class Actions

In connection with the previously reported cases of Young, et al. v. General Motors Investment 

Management Corporation, et al. and Mary M. Brewer, et al. v. General Motors Investment Management Corporation, et al., on March 24, 2008 the U.S. District Court for the Southern District of New York granted GM’s motions to dismiss both of these cases on statute of limitations grounds. Plaintiffs have appealed the dismissal in both cases. 

Coolant System Class Action Litigation

With respect to this previously reported subject of litigation, in October 2007 the parties reached a 

tentative settlement that would resolve certain claims in the putative class actions related to alleged defects in the engine cooling systems in our vehicles. This settlement has been documented in formal written agreements, which have been preliminarily approved by the state courts in California (covering claims in 49 states) and Missouri. If finally approved, the settlement as negotiated will resolve claims related to vehicles sold in the U.S. with a 3.1, 3.4 or 3.8-liter engine or to the use of DexCool engine coolant in sport utility vehicles and pickup trucks with a 4.3-liter engine from 1996 through 2000. Hearings to consider final approval of the settlement have been scheduled for August 29, 2008 in California and September 5, 2008 in Missouri. The settlement does not include claims asserted in severadifferent alleged class actions related to alleged gasket failures in certain other engines, including 4.3, 5and 5.7-liter engines (without model year restrictions), or claims relating to alleged coolant related failures in vehicles other than those listed above. Such claims are to be dismissed without prejudice. 
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Quarterly Report on Form 10-Q, for the quarter ended March 31, 2008, filed on May 8, 2008 Greenhouse Gas Lawsuit

In the case of California ex rel. Lockyer v. General Motors Corporation, et al., which has been 

previously reported, the State of California filed its appeal brief in January 2008, and the defendants filetheir responsive brief in March 2008. Several groups filed amicus briefs in support of the defendants, including the State of Michigan, the U.S. Chamber of Commerce and the National Association of Manufacturers. 

Quarterly Report on Form 10-Q, for the quarter ended June 30, 2008, filed on August 7, 2008 Canadian Export Antitrust Class Actions

In the previously reported antitrust class action consolidated in the U.S. District Court for the Distri

of Maine, In re New Market Vehicle Canadian Export Antitrust Litigation Cases, the U.S. Court of Appeals for the First Circuit reversed the certification of the injunctive class and ordered dismissal of thinjunctive claim on March 28, 2008. The U.S. Court of Appeals for the First Circuit also vacated the certification of the damages class and remanded to the U.S. District Court for the District of Maine for determination of several issues concerning federal jurisdiction and, if such jurisdiction still exists, for reconsideration of that class certification on a more complete record. The parties are now briefing for thDistrict Court the defendants’ various motions for summary judgment and motions in limine, as well as plaintiffs’ renewed motion for class certification. Health Care Litigation — 2007 Agreement

In the previously reported class lawsuit brought in the U.S. District Court for the Eastern District of 

Michigan by the UAW and eight putative class representatives, UAW, et al. v. General Motors Corporation, we completed settlement negotiations and entered into the Settlement Agreement with the UAW and the putative classes on February 21, 2008. The Court certified the class and granted preliminary approval of the Settlement Agreement on March 4, 2008. Notice of the settlement was mail
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Quarterly Report on Form 10-Q, for the quarter ended June 30, 2008, filed on August 7, 2008 to 520,000 class members, and the final hearing to review the fairness of the Settlement Agreement was held on June 3, 2008. On July 31, 2008, the Court approved the Settlement Agreement. All appeals, if any, are expected to be exhausted no later than January 1, 2010. GM Securities and Shareholder Derivative Suits

In the previously reported case, In re General Motors Corporation Securities and Derivative 

Litigation, the parties reached an agreement in principle to settle the GM Securities litigation on July 212008. The settlement is subject to the negotiation of a formal agreement, which will be filed with the court in late August or early September 2008. The agreement in principle calls for us to pay $277 millioWe will be required to pay one-half of the money into an escrow account within 30 days of preliminary approval of the settlement by the court, and the other half into an escrow account in January 2009. The tentative settlement is subject to court approval. 

With regard to the shareholder derivative suits pending in the United States District Court for the 

Eastern District of Michigan, the parties reached an agreement in principle to settle the suits on August 2008. The settlement is subject to the negotiation of a formal agreement, which will be filed with the court. The agreement in principle requires our management to recommend to the Board of Directors and its committees that we implement and maintain certain corporate governance changes for a period of fouyears. We will also pay plaintiffs’ attorneys’ fees and costs as approved by the court. We have agreed nto oppose an application for attorneys’ fees and costs by the derivative plaintiffs in an amount not to exceed $7.465 million. The tentative settlement is subject to court approval. 

In the previously reported case, Salisbury v. Barnevik, et al., brought in the Circuit Court of Wayne 

County, Michigan, the Court has continued the stay in the proceedings until August 2008. As a conditioof the tentative settlement in the shareholder derivative suits pending in the United States District Court for the Eastern District of Michigan, the shareholder derivative cases pending in Wayne County Circuit Court will be dismissed with prejudice. 
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Quarterly Report on Form 10-Q, for the quarter ended June 30, 2008, filed on August 7, 2008 GMAC Bondholder Class Actions

With respect to the previously reported litigation consolidated under the caption Zielezienski, et al. 

General Motors Corporation, et al., on March 6, 2008, the U.S. Court of Appeals for the Sixth Circuit affirmed the dismissal of this case by the U.S. District Court for the Eastern District of Michigan. Plaintiffs filed a motion for rehearing. On June 26, 2008, the U.S. Court of Appeals for the Sixth Circuientered an order granting plaintiffs’ motion for rehearing, but reaffirming the dismissal of plaintiffs’ complaint. Plaintiffs have filed a petition for rehearing en banc. 

ERISA Class Actions

In connection with the previously reported case In re General Motors ERISA Litigation, the United 

States District Court for the Eastern District of Michigan gave final approval to the proposed settlement on June 5, 2008. In July 2008, one of the objectors to plaintiffs’ attorneys’ fees award filed an appeal wthe United States Court of Appeals for the Sixth Circuit. 

In connection with the previously reported cases of Young, et al. v. General Motors Investment 

Management Corporation, et al. and Mary M. Brewer, et al. v. General Motors Investment Management Corporation, et al., on March 24, 2008 the U.S. District Court for the Southern District of New York granted our motions to dismiss both of these cases on statute of limitations grounds. Plaintiffs have appealed the dismissal in both cases. 

Patent and Trade Secrets Litigation

In connection with the previously reported case John Evans and Evans Cooling Systems, Inc. v. 

General Motors Corporation, the case is currently set for trial in March 2009. Plaintiffs have indicated their intent to seek damages in excess of $600 million at trial. As previously reported, plaintiffs are expected to appeal a ruling by the trial court which substantially restricted the scope of damages availabto them (plaintiffs previously sought relief in excess of $12 billion) following the trial. 
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Quarterly Report on Form 10-Q, for the quarter ended June 30, 2008, filed on August 7, 2008 Coolant System Class Action Litigation

With respect to this previously reported subject of litigation, in October 2007 the parties reached a 

tentative settlement that would resolve certain claims in the putative class actions related to alleged defects in the engine cooling systems in our vehicles. This settlement has been documented in formal written agreements, which have been preliminarily approved by the state courts in California (covering claims in 49 states) and Missouri. If finally approved, the settlement as negotiated will resolve claims related to vehicles sold in the U.S. with a 3.1, 3.4 or 3.8-liter engine or to the use of DexCool engine coolant in sport utility vehicles and pick-up trucks with a 4.3-liter engine from 1996 through 2000. Hearings to consider final approval of the settlement have been scheduled for August 29, 2008 in California and September 5, 2008 in Missouri. The settlement does not include claims asserted in severadifferent alleged class actions related to alleged gasket failures in certain other engines, including 4.3, 5and 5.7-liter engines (without model year restrictions), or claims relating to alleged coolant related failures in vehicles other than those listed above. Such claims are to be dismissed without prejudice. 

Pick-up Truck Parking Brake Litigation

The Corporation has been named in four class action lawsuits alleging that certain 1998 through 20

C/K pick-up trucks have defective parking brakes. The cases are Bryant v. General Motors Corporationfiled on March 11, 2005 in the Circuit Court for Miller County, Arkansas; Hunter v. General Motors Corporation, filed on January 19, 2005 in Superior Court in Los Angeles, California; Chartrand v. General Motors Corporation, et al. filed on October 26, 2005 in Supreme Court, British Columbia, Canada; and Goodridge v. General Motors Corporation, et al. filed on November 18, 2005 in the SuperiCourt of Justice, Ontario, Canada. The complaints allege that parking brake spring clips wear prematureand cause failure of the parking brake system, and seek compensatory damages for the cost of correctinthe alleged defect, interest costs and attorney’s fees. The two Canadian cases also seek punitive damageand “general damages” of $500 million. On August 15, 2006, the Miller County Circuit Court in the Bryant case certified a nationwide class consisting of original and subsequent owners of 1999 through 2002 GM series 1500 pick-up trucks and sport utility vehicles equipped with automatic transmissions anregistered in the United States. On June 19, 2008, the Supreme Court of Arkansas affirmed the certification decision. We intend to file a petition for certiorari seeking review of the certification decisiin the U.S. Supreme Court. 
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Quarterly Report on Form 10-Q, for the quarter ended June 30, 2008, filed on August 7, 2008 Greenhouse Gas Lawsuit

In the case of California ex rel. Lockyer v. General Motors Corporation, et al., which has been 

previously reported, the State of California filed its appeal brief in January 2008, and the defendants filetheir responsive brief in March 2008. Several groups filed amicus briefs in support of the defendants, including the State of Michigan, the U.S. Chamber of Commerce and the National Association of Manufacturers. 

EPA Environmental Appeal Board Remands Hazardous Waste Region V Case, Impacting Regions II anIII Enforcements

On June 22, 2008 the EPA Environmental Appeal Board reversed and remanded a 2006 

Administrative Law Judge ruling that had found us liable for violating hazardous waste rules in Region for the handling and storage of used solvents. As previously reported, EPA Regions II, III and V have brought enforcement actions against several GM assembly plants seeking penalties for alleged noncompliance with the Resource Conservation Recovery Act (RCRA) rules for the handling and storagof solvents used to purge colors from paint applicators. In March 2006 an administrative law judge founGM liable for RCRA violations at three plants in Region V and assessed a $568,116 penalty. We have appealed. 
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Quarterly Report on Form 10-Q, for the quarter period ended September 30, 2008, filed on 

November 10, 2008 

Canadian Export Antitrust Class Actions

In the previously reported antitrust class action consolidated in the U.S. District Court for the Distri

of Maine, In re New Market Vehicle Canadian Export Antitrust Litigation Cases, the U.S. Court of Appeals for the First Circuit reversed the certification of the injunctive class and ordered dismissal of thinjunctive claim on March 28, 2008. The U.S. Court of Appeals for the First Circuit also vacated the certification of the damages class and remanded to the U.S. District Court for the District of Maine for determination of several issues concerning federal jurisdiction and, if such jurisdiction still exists, for reconsideration of that class certification on a more complete record. The parties are now briefing for thDistrict Court the defendants’ various motions for summary judgment and motions in limine, as well as plaintiffs’ renewed motion for class certification. Health Care Litigation — 2007 Agreement

In the previously reported class lawsuit brought in the U.S. District Court for the Eastern District of 

Michigan by the UAW and eight putative class representatives, UAW, et al. v. General Motors Corporation, we completed settlement negotiations and entered into the Settlement Agreement with the UAW and the putative classes on February 21, 2008. The Court certified the class and granted preliminary approval of the Settlement Agreement on March 4, 2008. Notice of the settlement was mailto 520,000 class members, and the final hearing to review the fairness of the Settlement Agreement was held on June 3, 2008. On July 31, 2008, the Court approved the Settlement Agreement. On September 22008, the judgment became final as the period to file appeals related to the Court’s order expired, with nappeals filed. 

GM Securities and Shareholder Derivative Suits

In the previously reported case, In re General Motors Corporation Securities and Derivative 

Litigation, on September 23, 2008 the United States District Court for the Eastern District of Michigan preliminarily approved the proposed settlement in the GM Securities litigation. The court set a hearing ffinal approval for December 22, 2008. 
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Quarterly Report on Form 10-Q, for the quarter period ended September 30, 2008, filed on 

November 10, 2008 With regard to the shareholder derivative suits pending in the United States District Court for the 

Eastern District of Michigan, on September 23, 2008 the district court preliminarily approved the settlement. The Court set a hearing for final approval for December 22, 2008. The Notice and Stipulatioof Settlement are available at www.gm.com. 

In the previously reported case, Salisbury v. Barnevik, et al., brought in the Circuit Court of Wayne 

County, Michigan, the Court has continued the stay in the proceedings until November 2008. GMAC Bondholder Class Actions

With respect to the previously reported litigation consolidated under the caption J&R Marketing SE

et al. v. General Motors Corporation, et al., on October 9, 2008, the U.S. Court of Appeals for the Sixth Circuit denied plaintiffs’ motion for rehearing and rehearing en banc. 

ERISA Class Actions

In connection with the previously reported case In re General Motors ERISA Litigation, the United 

States District Court for the Eastern District of Michigan gave final approval to the proposed settlement on June 5, 2008. In July 2008, one of the objectors to plaintiffs’ attorneys’ fees award filed an appeal wthe United States Court of Appeals for the Sixth Circuit. On September 18, 2008, the Court of Appeals dismissed the appeal upon appellant-objector’s motion. 

In connection with the previously reported cases of Young, et al. v. General Motors Investment 

Management Corporation, et al. and Mary M. Brewer, et al. v. General Motors Investment Management Corporation, et al., on March 24, 2008 the U.S. District Court for the Southern District of New York granted our motions to dismiss both of these cases on statute of limitations grounds. Plaintiffs have appealed the dismissal in both cases. 
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Quarterly Report on Form 10-Q, for the quarter period ended September 30, 2008, filed on 

November 10, 2008 

Patent and Trade Secrets Litigation

In the previously reported case John Evans and Evans Cooling Systems, Inc. v. General Motors 

Corporation, on October 28, 2008, the parties reached an agreement on a term sheet to settle the case. A definitive agreement is being drafted. 

Coolant System Class Action Litigation

As previously reported, in October 2007 the parties reached a tentative settlement that would resolv

certain claims in the putative class actions related to alleged defects in the engine cooling systems in ouvehicles. The settlement received final approval from the Circuit Court of Jackson County, Missouri on September 5, 2008 and from the Superior Court in Almeida County, California on October 23, 2008. Thruling of the California court remains subject to appeal. 

As also previously reported, parallel class action was initiated in Canada alleging that 1995 to 2003 

vehicles with 3.1, 3.4, 3.8 and 4.3 liter engines suffered from engine cooling system defects. On August 28, 2008, the parties reached a tentative settlement of the Canadian litigation on essentially the same terms as in the U.S. On October 30, 2008, the Superior Court in Ontario approved that settlement. The approval order remains subject to potential appeal. 

Pick-up Truck Parking Brake Litigation

The Corporation has been named in four class action lawsuits alleging that certain 1998 through 20

C/K pick-up trucks have defective parking brakes. The cases are Bryant v. General Motors Corporationfiled on March 11, 2005 in the Circuit Court for Miller County, Arkansas; Hunter v. General Motors Corporation, filed on January 19, 2005 in Superior Court in Los Angeles, California; Chartrand v. General Motors Corporation, et al. filed on October 26, 2005 in Supreme Court, British Columbia, Canada; and Goodridge v. General Motors Corporation, et al. filed on November 18, 2005 in the SuperiCourt of Justice, Ontario, Canada. The complaints allege that parking brake spring clips wear prematureand cause failure of the parking brake system, and seek compensatory damages for the cost of correctinthe alleged defect, interest costs and attorney’s fees. The two Canadian cases also seek punitive damageand “general damages” of $500 million. On August 15, 2006, the Miller County Circuit Court in the 
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Quarterly Report on Form 10-Q, for the quarter period ended September 30, 2008, filed on 

November 10, 2008 

Bryant case certified a nationwide class consisting of original and subsequent owners of 1999 through 2002 GM series 1500 pick-up trucks and sport utility vehicles equipped with automatic transmissions anregistered in the United States. On June 19, 2008, the Supreme Court of Arkansas affirmed the certification decision. We intend to file a petition for certiorari seeking review of the certification decisiin the U.S. Supreme Court. Greenhouse Gas Lawsuit

In the case of California ex rel. Lockyer v. General Motors Corporation, et al., which has been previousreported, the State of California filed its appeal brief in January 2008, and the defendants filed their responsive brief in March 2008. Several groups filed amicus briefs in support of the defendants, includithe State of Michigan, the U.S. Chamber of Commerce and the National Association of Manufacturers. 

EPA Environmental Appeal Board Remands Hazardous Waste Region V Case, Affecting Regions II anIII Enforcements 

On June 22, 2008 the Environmental Protection Agency (EPA) Environmental Appeal Board revers

and remanded a 2006 Administrative Law Judge ruling that had found us liable for violating hazardous waste rules in Region V for the handling and storage of used solvents. As previously reported, EPA Regions II, III and V have brought enforcement actions against several of our assembly plants seeking penalties for alleged noncompliance with the Resource Conservation Recovery Act (RCRA) rules for thhandling and storage of solvents used to purge colors from paint applicators. In March 2006 an administrative law judge found us liable for RCRA violations at three plants in Region V and assessed a $568,116 penalty. We are preparing for a fact hearing on remand. 
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Schedule 6.10 

CHIEF EXECUTIVE OFFICE, CHIEF OPERATING OFFICE Name Main Office Address Annunciata Corporation 300 Renaissance Center Detroit, MI 48265-3000 Argonaut Holdings, Inc. 

c/o Worldwide Real Estate 

200 Renaissance Center 

Detroit, MI 48265 

General Motors Asia Pacific Holdings, LLC 

300 Renaissance Center 

Detroit, MI 48265-3000 

General Motors Asia, Inc. 300 Renaissance Center Detroit, MI 48265-3000 General Motors Corporation 

300 Renaissance Center 

Detroit, MI 48265-3000 

General Motors International Holdings, Inc. 

300 Renaissance Center 

Detroit, MI 48265-3000 

General Motors Overseas Corporation 

300 Renaissance Center 

Detroit, MI 48265-3000 

General Motors Overseas Distribution Corporation 

300 Renaissance Center 

Detroit, MI 48265-3000 

General Motors Product Services, Inc. 

300 Renaissance Center 

Detroit, MI 48265-3000 

General Motors Research Corporation 

300 Renaissance Center 

Detroit, MI 48265-3000 

GM APO Holdings, LLC 300 Renaissance Center Detroit, MI 48265-3000 GM Eurometals, Inc. 

Powertrain Global Headquarters 

– Nonferrous Metals 

777 Joslyn Avenue 

Pontiac, MI 48340-2925 

GM Finance Co. Holdings LLC 

300 Renaissance Center 

Detroit, MI 48265-3000 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.10 – 2

Name Main Office Address GM GEFS L.P. 

5345 Kietzke Lane 

Suite 200 

Reno, NV 89511 

GM Global Technology Operations, Inc. 

300 Renaissance Center 

Detroit, MI 48265-3000 

GM Global Tooling Company, Inc. 

30001 Van Dyke 

Warren, MI 48090 

GM LAAM Holdings, LLC 

Huntington Centre I 

2901 S.W. 149th Avenue 

Suite 400 

Miramar, FL 33027 

GM Preferred Finance Co. Holdings LLC 

300 Renaissance Center 

Detroit, MI 48265-3000 

GM Technologies, LLC 300 Renaissance Center Detroit, MI 48265-3000 GM-DI Leasing Corporation 

300 Renaissance Center 

Detroit, MI 48265-3000 

GMOC Administrative Services Corporation 

300 Renaissance Center 

Detroit, MI 48265-3000 

OnStar, LLC 

OnStar Corporation 

400 Renaissance Center 

P.O. Box 400 

Detroit, MI 48265-4000 

Riverfront Holdings, Inc. 

c/o Worldwide Real Estate 

200 Renaissance Center 

Detroit, MI 48265 

Saturn Corporation 300 Renaissance Center Detroit, MI 48265-3000 Saturn Distribution Corporation 

300 Renaissance Center 

Detroit, MI 48265-3000 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.11 – 1

Schedule 6.11 

Locations of Books and Records 

Site/Property/Campus Designation State /Province City 

██████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.11 – 2

Site/Property/Campus Designation State /Province City 

██████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.11 – 3

Site/Property/Campus Designation State /Province City 

██████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.11 – 4

Site/Property/Campus Designation State /Province City 

██████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.11 – 5

Site/Property/Campus Designation State /Province City 

██████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ██████████████████ ██████████ ████████

Information in this Schedule has been redacted at the request of General Motors Corporation 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.13– 1

Schedule 6.13 

MATERIAL AGREEMENTS FILED WITH THE SEC1

Indenture, dated as of November 15, 1990, between General Motors Corporation and Citibank, N.A., 

Trustee 

Indenture, dated as of December 7, 1995, between General Motors Corporation and Citibank, N.A., 

Trustee 

First Supplemental Indenture, dated as of March 4, 2002, between General Motors Corporation and 

Citibank, N.A. 

Second Supplemental Indenture, dated as of November 5, 2004, between General Motors Corporation a

Citibank, N.A. 

Third Supplemental Indenture, dated as of November 5, 2004, between General Motors Corporation and 

Citibank, N.A. 

Fourth Supplemental Indenture, dated as of November 5, 2004, between General Motors Corporation an

Citibank, N.A. 

Indenture, dated as of January 8, 2008, between General Motors Corporation and The Bank of New Yor

as Trustee 

First Supplemental Indenture, dated as of February 22, 2008 between General Motors Corporation and 

The Bank of New York, as Trustee 

1 Schedule lists documents filed by General Motors Corporation with the Securities and Exchange Commission u(Instruments defining the rights of security holders, including indentures) and Item 601(b)(10) (Material contract
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.13– 2

Subordinated Indenture, dated as of January 8, 2008, between General Motors Corporation and The Ban

of New York, as Trustee 

Amended and Restated Credit Agreement, dated July 20, 2006, among General Motors Corporation, 

General Motors Canada Limited, Saturn Corporation, and a syndicate of lenders 

Agreement, dated as of October 22, 2001, between General Motors Corporation and General Motors 

Acceptance Corporation 

Agreement, dated as of November 30, 2006, between General Motors Corporation and GMAC LLC General Motors 2002 Annual Incentive Plan, as amended General Motors 2002 Stock Incentive Plan, as amended Compensation Plan for Nonemployee Directors General Motors Company Vehicle Operations -- Senior Management Vehicle Program (SMVP) 

Supplement, revised December 15, 2005 

Compensation Statement for G.R. Wagoner, Jr. commencing January 1, 2003 Compensation Statement for Frederick A. Henderson commencing January 1, 2006 Compensation Statement for Robert A. Lutz commencing January 1, 2003 Compensation Statement for G.L. Cowger commencing February 1, 2004 Description of Executive and Board Compensation Reductions Deferred Compensation Plan for Executive Employees 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.13– 3

Settlement Agreement, dated as of February 21, 2008, by and among General Motors Corporation, the 

International Union, United Automobile, Aerospace and Agricultural Workers of America and the class representatives in the class action case filed against General Motors Corporation on Septembe26, 2007 by the UAW and putative class representatives of GM-UAW 

General Motors 2002 Long-Term Incentive Plan, as amended General Motors 2007 Long-Term Incentive Plan, as amended Amended General Motors Corporation 2006 Cash-Based Restricted Stock Unit Plan, as amended Octob

1, 2007 

General Motors Corporation 2007 Cash-Based Restricted Stock Unit Plan, as amended October 1, 2007 General Motors Corporation Compensation Plan for Non-Employee Directors, as amended December 4

2007 

General Motors Corporation 2007 Annual Incentive Plan, as amended October 1, 2007 General Motors Corporation Deferred Compensation Plan, as amended October 1, 2007 General Motors Executive Retirement Plan, as amended Form of Compensation Statement Form of Restricted Stock Unit Grant Award Form of Special Cash-based RSU Grant for March 2007 Award Form of Special RSU Grant for March 2007 Award 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.13– 4

General Motors Corporation $4,372,500,000 principal amount of 6.75% Series U Convertible Senior 

Debentures due December 31, 2012, dated February 22, 2008 

Form of Restricted Stock Unit Grant made to certain executive officersForm of Performance Contingent Stock Option Award made to certain executive officers Participation Agreement dated as of June 4, 2008 between General Motors Corporation, GMAC LLC an

Cerberus ResCap Financing LLC 

General Motors Executive Retirement Plan, As Amended August 4, 2008 Amended and Restated Global Settlement Agreement Between Delphi Corporation and General Motors 

Corporation, Dated September 12, 2008 

Amended and Restated Master Restructuring Agreement Between Delphi Corporation and General 

Motors Corporation, Dated September 12, 2008 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.16– 1

Schedule 6.16 

SUBSIDIARIES 

Information in this Schedule has been redacted at the request of 

General Motors Corporation. 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.17– 1

Schedule 6.17 

OWNERSHIP OF LOAN PARTIES 

Loan Party 

Form of 

Organization 

Jurisdiction of 

Organization Owner Percen

Annunciata Corporation Corporation Delaware █████████ ████Argonaut Holdings, Inc. Corporation Delaware █████████ ████General Motors Asia Pacific Holdings, LLC 

Limited Liability 

Company Delaware █████████ ████

General Motors Asia, Inc. Corporation Delaware █████████ ████General Motors International Holdings, Inc. 

Corporation Delaware █████████ ████

General Motors Overseas Corporation Corporation Delaware █████████ ████General Motors Overseas Distribution Corporation Corporation Delaware █████████ ████General Motors Product Services, Inc. Corporation Delaware █████████ ████General Motors Research Corporation Corporation Delaware █████████ ████GM APO Holdings, LLC Limited Liability Company Delaware █████████ ████GM Eurometals, Inc. Corporation Delaware █████████ ████GM Finance Co. Holdings LLC 

Limited Liability 

Company Delaware █████████ ████

GM GEFS L.P. Limited Partnership Nevada █████████ ████GM Global Technology Operations, Inc. Corporation Delaware █████████ ████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.17– 2

GM Global Tooling Company, Inc. Corporation Delaware █████████ ████

GM LAAM Holdings, LLC 

Limited Liability 

Company Delaware █████████ ████

GM Preferred Finance Co. Holdings LLC 

Limited Liability 

Company Delaware █████████ ████

GM Technologies, LLC Limited Liability Company Delaware █████████ ████GM-DI Leasing Corporation Corporation Delaware █████████ ████GMOC Administrative Services Corporation Corporation Delaware █████████ ████OnStar, LLC Limited Liability Company Delaware █████████ ████Riverfront Holdings, Inc. Corporation Delaware █████████ ████Saturn Corporation Corporation Delaware █████████ ████Saturn Distribution Corporation Corporation Delaware █████████ ████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.22– 1

Schedule 6.22 

EXISTING INDEBTEDNESS2

Credit Agreements 

$1,473,750,000 Term Loan Agreement, dated as of November 29, 2006, among General Motors 

Corporation, as the Borrower; Saturn Corporation, as Guarantor; the Lenders party thereto; and 

JPMorgan Chase Bank, N.A., as Administrative Agent 

$4,480,000,000 Amended and Restated Credit Agreement, dated as of July 20, 2006, among General 

Motors Corporation and General Motors of Canada Limited, as Borrowers; Saturn Corporation, as 

Guarantor; Citicorp USA, Inc., as Administrative Agent; and the Lenders thereto 

Securitization Facilities 

██████████████████████████████████████████████████

Indentures – Public Debt 

Bond Purchase and Paying Agency Agreement dated as of May 28, 1986 between General Motors 

Corporation and Credit Suisse 

• $9,000,000 6.500% Bonds issued June 25, 1986 (original issuance was CHF) 

Fiscal and Paying Agency Agreement dated as of July 3, 2003 among General Motors Corporation, 

Deutsche Bank AG London, as Fiscal Agent, and Banque Generale de Luxembourg S.A., together with the 

Fiscal Agent as Paying Agents 

• EUR 1,000,000,000 7.250% Bonds issued July 3, 2003 

• EUR 1,500,000,000 8.375% Bonds issued July 3, 2003 

Fiscal and Paying Agency Agreement dated as of July 10, 2003, between General Motors Nova Scotia 

Finance Company, as Issuer, General Motors Corporation, as Guarantor, Deutsche Bank Luxembourg S.A. 

as Fiscal Agent, and Bank Général du Luxembourg S.A. as Paying Agent 

• GBP 350,000,000 8.375% Bonds issued July 10, 2003 

• GBP 250,000,000 8.875% Bonds issued July 10, 2003 

Senior Indenture dated as of November 15, 1990 between General Motors Corporation and Citibank, N.A., 

as Trustee 

• $525,000,000 8.800% Bonds issued March 12, 1991 

• $15,000,000 9.400% Medium-Term Notes issued July 10, 1991 

• $300,000,000 9.400% Bonds issued July 22, 1991 

• $48,000,000 9.450% Medium-Term Notes issued November 1, 1991 

• $500,000,000 7.400% Bonds issued September 11, 1995

Senior Indenture dated as of December 7, 1995 between General Motors Corporation and Citibank, N.A., 

as Trustee 

First Supplemental Indenture dated as of March 5, 2002 

Second Supplemental Indenture dated as of November 5, 2004 

 

2

 The agreements listed under the headings below entitled “Credit Agreements” and 

“Securitization Facilities” constitute “Senior Lien Loan Agreements”. 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.22– 2

Third Supplemental Indenture dated as of November 5, 2004 

Fourth Supplemental Indenture dated as of November 5, 2004 

Fifth Supplemental Indenture dated as of August 13, 2007 

• $377,000,000 Bonds issued March 20, 1996 

• $500,000,000 7.700% Bonds issued April 15, 1996 

• $400,000,000 8.100% Bonds issued June 10, 1996 

• $600,000,000 6.750% Bonds issued April 29, 1998 

• $1,000,000,000 7.200% Bonds issued January 4, 2001 

• $500,000,000 7.200% Bonds issued February 2, 2001 

• $575,000,000 7.250% Bonds issued April 30, 2001 

• $719,000,000 7.250% Bonds issued July 9, 2001 

• $690,000,000 7.375% Bonds issued October 3, 2001 

• $875,000,000 7.250 Bonds issued February 14, 2002 

• $39,000,000 Series A 4.500% Convertible Notes issued March 6, 2002 

• $2,600,000,000 Series B 5.250% Convertible Notes issued March 6, 2002 

• $1,115,000,000 7.375% Bonds issued May 19, 2003 

• $425,000,000 7.375% Bonds issued May 23, 2003 

• $3,000,000,000 8.375% Bonds issued July 2, 2003 

• $4,300,000,000 Series C 6.250% Convertible Notes issued July 2, 2003 

• $1,000,000,000 7.125% Bonds issued July 3, 2003 

• $1,250,000,000 8.250% Bonds issued July 3, 2003 

• $720,000,000 7.500% Bonds issued June 30, 2004 

• $1,001,600,875 Series D 1.500% Convertible Notes issued May 25, 2007 

Senior Indenture dated January 8, 2008 and First Supplemental Indenture dated February 22, 2008 

• 6.75% Series U Convertible Senior Debentures due December 31, 2012 

$4,015,187,871 Short Term Note dated February 21, 2008 made by General Motors Corporation and 

payable to the order of LBK, LLC 

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.22– 3

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

██████████████████████████████████████████████████

Some information in this Schedule has been redacted at the request of 

General Motors Corporation 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 1

Schedule 6.25 

FILING JURISDICTIONS AND OFFICES 

A. UCC Filing Jurisdictions and Offices Entity 

Form of 

Organization 

Jurisdiction of 

Organization Filing Jurisdiction and 

Annunciata Corporation Corporation Delaware Delaware – SecretaArgonaut Holdings, Inc. Corporation Delaware Delaware – SecretaGeneral Motors Asia Pacific Holdings, LLC 

Limited Liability 

Company Delaware Delaware – Secreta

General Motors Asia, Inc. Corporation Delaware Delaware – SecretaGeneral Motors Corporation Corporation Delaware Delaware – SecretaGeneral Motors International Holdings, Inc. Corporation Delaware Delaware – SecretaGeneral Motors Overseas Corporation Corporation Delaware Delaware – SecretaGeneral Motors Overseas Distribution Corporation Corporation Delaware Delaware – SecretaGeneral Motors Product Services, Inc. Corporation Delaware Delaware – SecretaGeneral Motors Research Corporation Corporation Delaware Delaware – SecretaGM APO Holdings, LLC Limited Liability Company Delaware Delaware – SecretaGM Eurometals, Inc. Corporation Delaware Delaware – SecretaGM Finance Co. Holdings LLC Limited Liability Company Delaware Delaware – SecretaGM GEFS L.P. Limited Partnership Nevada Nevada – SecretarGM Global Technology Operations, Inc. Corporation Delaware Delaware – SecretaGM Global Tooling Company, Inc. Corporation Delaware Delaware – SecretaGM LAAM Holdings, LLC Limited Liability Company Delaware Delaware – SecretaGM Preferred Finance Co. Holdings LLC 

Limited Liability 

Company Delaware Delaware – Secreta
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 2

Entity 

Form of 

Organization 

Jurisdiction of 

Organization Filing Jurisdiction and 

GM Technologies, LLC Limited Liability Company Delaware Delaware – SecretaGM-DI Leasing Corporation Corporation Delaware Delaware – SecretaGMOC Administrative Services Corporation Corporation Delaware Delaware – SecretaOnStar, LLC Limited Liability Company Delaware Delaware – SecretaRiverfront Holdings, Inc. Corporation Delaware Delaware – SecretaSaturn Corporation Corporation Delaware Delaware – SecretaSaturn Distribution Corporation Corporation Delaware Delaware – SecretaB. Intellectual Property Filing Offices 

U.S. Patent and Trademark Collateral United States Patent and Trademark O

U.S. Copyright Collateral United States Copyright Office 

C. Real Estate Mortgages and Fixture Filing Offices and Jurisdictions 

Debtor/Property Owner Property County/State Filing Jurisd

Argonaut Holdings, Inc. ███████████ Los Angeles Co., CA County Recorder of Lo

CA 

Argonaut Holdings, Inc. ███████████ Los Angeles Co., CA County Recorder of Lo

CA 

Argonaut Holdings, Inc. ███████████ San Mateo Co., CA County Recorder of Sa

CA 

Argonaut Holdings, Inc. ███████████ Alameda Co., CA County Recorder of Al
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 3

Debtor/Property Owner Property County/State Filing Jurisd

Argonaut Holdings, Inc. ███████████ Los Angeles Co., CA County Recorder of Lo

CA 

General Motors Corporation ███████████ Alameda Co., CA County Recorder of AlArgonaut Holdings, Inc. ███████████ Santa Clara Co., CA County Recorder of Sa

CA 

Argonaut Holdings, Inc. ███████████ Los Angeles Co., CA County Recorder of Lo

CA 

Argonaut Holdings, Inc. ███████████ Denver Co., CO County Recorder of DeArgonaut Holdings, Inc. ███████████ Douglas Co., CO County Recorder of DoArgonaut Holdings, Inc. ███████████ Lee Co., FL County Recorder of LeArgonaut Holdings, Inc. ███████████ Dade Co., FL County Recorder of DaArgonaut Holdings, Inc. ███████████ Douglas Co., GA Clerk of the Superior C

Douglas Co., GA 

Argonaut Holdings, Inc. ███████████ Bergen Co., NJ County Recorder of BeArgonaut Holdings, Inc. ███████████ Union Co., NJ County Recorder of UnArgonaut Holdings, Inc. ███████████ Middlesex Co., NJ County Recorder of M

NJ 

Argonaut Holdings, Inc. ███████████ Kings Co., NY County Recorder of KiArgonaut Holdings, Inc. ███████████ Queens Co., NY County Recorder of Qu
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 4

Debtor/Property Owner Property County/State Filing Jurisd

Argonaut Holdings, Inc. ███████████ Queens Co., NY County Recorder of QuGeneral Motors Corporation ███████████ Queens Co., NY County Recorder of QuGeneral Motors Corporation ███████████ Westchester Co., NY County Recorder of W

NY 

Argonaut Holdings, Inc. ███████████ Suffolk Co., NY County Recorder of SuGeneral Motors Corporation ███████████ Oakland and 

Livingston Counties, MI 

County Recorder of OaLivingston Counties, M

General Motors Corporation ███████████ Oakland Co., MI County Recorder of OaGeneral Motors Corporation ███████████ Macomb Co., MI County Recorder of MRiverfront Holdings, Inc. (Lessee); Fee Owner is BNP Paribas Leasing Corporation 

███████████ Wayne Co., MI County Recorder of W

Riverfront Holdings, Inc. ███████████ Wayne Co., MI County Recorder of WRiverfront Holdings, Inc. ███████████ Wayne Co., MI County Recorder of WTitle information unavailable ███████████ Maricopa Co., AZ County Recorder of M

AZ 

Title information unavailable ███████████ Orange Co., CA County Recorder of OrTitle information unavailable ███████████ Sacramento Co., CA County Recorder of Sa

CA 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 5

Debtor/Property Owner Property County/State Filing Jurisd

Title information unavailable ███████████ Alameda Co., CA County Recorder of AlTitle information unavailable ███████████ Santa Clara Co., CA County Recorder of Sa

CA 

Title information unavailable ███████████ San Mateo Co., CA County Recorder of Sa

CA 

Title information unavailable ███████████ Alameda Co., CA County Recorder of AlTitle information unavailable ███████████ Marin Co., CA County Recorder of MTitle information unavailable ███████████ Miami-Dade Co., FL County Recorder of M

FL 

Title information unavailable ███████████ Pinellas Co., FL County Recorder of PiTitle information unavailable ███████████ Cobb Co., GA County Recorder of CoTitle information unavailable ███████████ Cook Co., IL County Recorder of CoTitle information unavailable ███████████ Kane Co., IL County Recorder of KaTitle information unavailable ███████████ Cook Co., IL County Recorder of CoTitle information unavailable ███████████ Clay Co., IN County Recorder of ClTitle information unavailable ███████████ Marion Co., IN County Recorder of MTitle information unavailable ███████████ Worchester Co., MA County Recorder of W

MA 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 6

Debtor/Property Owner Property County/State Filing Jurisd

Title information unavailable ███████████ Middlesex Co., MA County Recorder of M

MA 

Title information unavailable ███████████ Macomb Co., MI County Recorder of MTitle information unavailable ███████████ Oakland Co., MI County Recorder of OaTitle information unavailable ███████████ Bergen Co., NJ County Recorder of BeTitle information unavailable ███████████ Mercer Co., NJ County Recorder of MTitle information unavailable ███████████ Erie Co., NY County Recorder of ErTitle information unavailable ███████████ Erie Co., NY County Recorder of ErTitle information unavailable ███████████ Queens Co., NY County Recorder of QuTitle information unavailable ███████████ Westchester Co., NY County Recorder of W

NY 

Title information unavailable ███████████ Onondago Co., NY County Recorder of On

NY 

Title information unavailable ███████████ Cleveland Co., NC County Recorder of Cl

NC 

Title information unavailable ███████████ Hamilton Co., OH County Recorder of Ha

OH 

Title information unavailable ███████████ Washington Co., OR County Recorder of W

OR 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 7

Debtor/Property Owner Property County/State Filing Jurisd

Title information unavailable ███████████ Montgomery Co., PA County Recorder of M

PA 

Title information unavailable ███████████ Montgomery Co., PA County Recorder of M

PA 

Title information unavailable ███████████ Chester Co., PA County Recorder of ChTitle information unavailable ███████████ Washington Co., PA County Recorder of W

PA 

Title information unavailable ███████████ Luzerne Co., PA County Recorder of LuTitle information unavailable ███████████ Greenville Co., PA County Recorder of Gr

PA 

Title information unavailable ███████████ Harris Co., TX County Recorder of HaTitle information unavailable ███████████ Dallas Co., TX County Recorder of DaTitle information unavailable ███████████ Hildalgo Co., TX County Recorder of HiTitle information unavailable ███████████ Utah Co., UT County Recorder of UtTitle information unavailable ███████████ Snohomish Co., WA County Recorder of Sn

WA 

Title information unavailable ███████████ Clark Co., WA County Recorder of ClTitle information unavailable ███████████ Waukesha Co., WI County Recorder of WTitle information unavailable ███████████ Oakland Co., MI County Recorder of Oa
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 8

Debtor/Property Owner Property County/State Filing Jurisd

Title information unavailable ███████████ Oakland Co., MI County Recorder of OaTitle information unavailable ███████████ Oakland Co., MI County Recorder of OaTitle information unavailable ███████████ DeKalb Co., GA County Recorder of DeTitle information unavailable ███████████ Rock Co., WI County Recorder of RoTitle information unavailable ███████████ Montgomery Co., OH County Recorder of M

OH 

Title information unavailable ███████████ St. Lawrence Co., NY County Recorder of St

Co., NY 

Title information unavailable ███████████ Allegheny Co., PA County Recorder of Al

PA 

Title information unavailable ███████████ Kent Co., MI County Recorder of KeTitle information unavailable ███████████ Ventura Co., CA County Recorder of VeTitle information unavailable ███████████ Genesee Co., MI County Recorder of GeTitle information unavailable ███████████ Oaklanda Co., MI County Recorder of Oa

MI 

Title information unavailable ███████████ Saginaw Co., MI County Recorder of SaTitle information unavailable ███████████ Williamson Co., TN County Recorder of W

TN 

Title information unavailable ███████████ Forsyth Co., GA County Recorder of Fo
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 9

Debtor/Property Owner Property County/State Filing Jurisd

Title information unavailable ███████████ Dallas Co., TX County Recorder of DaTitle information unavailable ███████████ Wayne Co., MI County Recorder of WTitle information unavailable ███████████ Ingham Co., MI County Recorder of InTitle information unavailable ███████████ Oakland Co., MI County Recorder of OaTitle information unavailable ███████████ Oakland Co., MI County Recorder of OaTitle information unavailable ███████████ Washtenau Co., MI County Recorder of W

MI 

Title information unavailable ███████████ Washington Co., OR County Recorder of W

OR 

Title information unavailable ███████████ Genesee Co., MI County Recorder of GeTitle information unavailable ███████████ Wyandotte Co., KS County Recorder of W

KS 

Title information unavailable ███████████ Cuyahoga Co., OH County Recorder of Cu

OH 

Title information unavailable ███████████ Rock Co., WI County Recorder of RoTitle information unavailable ███████████ Genesee Co., MI County Recorder of GeTitle information unavailable ███████████ Mercer Co., NJ County Recorder of MTitle information unavailable ███████████ Westchester Co., NY County Recorder of W

NY 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.25– 10

Debtor/Property Owner Property County/State Filing Jurisd

Title information unavailable ███████████ Oakland Co., MI County Recorder of OaTitle information unavailable ███████████ Wayne Co., MI County Recorder of WTitle information unavailable ███████████ Ingham Co., MI County Recorder of InTitle information unavailable ███████████ Oakland Co., MI County Recorder of OaTitle information unavailable ███████████ Suffolk Co., NY County Recorder of SuTitle information unavailable ███████████ Mercer Co., NJ County Recorder of MTitle information unavailable ███████████ Yuma Co., AZ County Recorder of YuTitle information unavailable ███████████ Wayne Co., MI County Recorder of WTitle information unavailable ███████████ Wayne Co., MI County Recorder of W
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.26– 1

Schedule 6.26 

INTELLECTUAL PROPERTY 

This Schedule 6.26 is qualified in its entirety by reference to specific provisions of the Loan 

Agreement, and is not intended to constitute, and shall not be construed as constituting, 

representations and warranties of any Loan Party, except to the extent expressly provided in the 

Loan Agreement. Notwithstanding the foregoing, the inclusion of any particular Intellectual 

Property in this Schedule 6.26 (including, without limitation, any attachment hereto) shall not be 

construed as an admission that that particular Intellectual Property is material to the operation of 

the business of any Loan Party. 

Section I: 

Schedule 6.26(a): 

(i) Trademarks: 

See Attachments (i)(A) through (i)(G). 

Information is being revised and portions will be redacted at the request of 

General Motors Corporation

(ii) Patents:

Certain Patent applications and issued Patents filed either (a) by, or on behalf of, GM Daewoo 

Auto and Technology Company or (b) filed by, or on behalf of, Adam Opel GmbH, Saab 

Automobile AB and/or General Motors UK Ltd, but in any case owned by GM Global 

Technology Operations, Inc. are not included on this Schedule 6.26. 

See Attachments (ii)(A) through (ii)(F). 

Information is being revised and portions will be redacted at the request of 

General Motors Corporation

(iii) Copyrights: 

A Loan Party is the owner of record for the following copyright registrations; however, no 

warranty is made that a Loan Party owns actual title to any particular copyright registration 

included herein: 

 See Attachment (iii). 

Information is being revised and portions will be redacted at the request of 

General Motors Corporation

(iv) Domain Names: 

Certain of the following domain name registrations may not be owned by Borrower or any 

Guarantor but are included on this Schedule 6.26 until such time as ownership of each domain 

name can be confirmed; however, no warranty is made that a Loan Party owns actual title to any 

particular domain name registration included herein: 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.26– 2

See Attachment (iv). 

Information is being revised and portions will be redacted at the request of 

General Motors Corporation

Material Intellectual Property that is the subject of any licensing or franchising agreement 

that prohibits or restricts any Loan Parties’ conduct of business as presently conducted: 

 None. 

Except as set forth herein or on Schedule 6.03, no Loan Party has received any notice that it 

is violating or has violated the trademarks, patents, copyrights, inventions, trade secrets, 

proprietary information and technology, know-how, formulae, rights of publicity or other 

intellectual property rights of any third party, which, individually or in the aggregate, could 

reasonably be expected to have a Material Adverse Effect. 

Section II: 

1. Patent and Technology License Agreement, dated as of ████████████, by and 

between General Motors Corporation, General Motors Global Technology Operations, 

Inc. and ███████████████████████████████████████

2. ██████████████████████████ Rights Agreement, dated ████████████, 

by and among General Motors Corporation, GM Global Technology Operations, Inc., 

████████████████████████, and ███████████████████████████. 

3. Intellectual Property Agreement, dated as of ████████████████████████, by 

and among █████████████, █████████████, █████████████████, 

General Motors Corporation, and Onstar Corporation 

Some information in this Schedule has been redacted at the request of 

General Motors Corporation 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.27 – 1

Schedule 6.27 

JV AGREEMENTS 

Information in this Schedule has been redacted at the request of 

General Motors Corporation. 

 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.28 – 1

Schedule 6.28 

ASSETS SUBJECT TO A SENIOR LIEN3

The following assets of the relevant Loan Party are subject to a Senior Lien:

4

Senior Lien Loan Agreement Assets Subject to Senior Lien 

$1,473,750,000 Term Loan Agreement, dated 

as of November 29, 2006, among General 

Motors Corporation, as the Borrower; Saturn 

Corporation, as Guarantor; the Lenders party 

thereto; and JPMorgan Chase Bank, N.A., as 

Administrative Agent. 

(i) All equipment and all fixtures of GM and 

the Guarantor, other than equipment and 

fixtures which are not located at U.S. 

Manufacturing Facilities (as defined below) 

(the “Excluded Equipment and Fixtures”); 

provided that no equipment or fixtures (a) 

located at a U.S. Manufacturing Facility or (b) 

transferred to a property that is not located at a 

U.S. Manufacturing Facility in violation of 

Section 4.06 of the related collateral 

agreement, shall constitute Excluded 

Equipment and Fixtures; (ii) all documents and 

general intangibles attributable solely to such 

equipment or fixtures, other than Excluded 

Equipment and Fixtures; (iii) all books and 

records pertaining solely to such equipment or 

fixtures (or proceeds or products of equipment 

or fixtures), in each case, other than Excluded 

Equipment and Fixtures (or proceeds or 

products thereof); and (iv) to the extent not 

otherwise included in the foregoing clauses, all 

proceeds and products of any and all of the 

foregoing. 

“U.S. Manufacturing Facility” is defined as a 

schedule of plants or facilities of GM or the 

Guarantor located in the continental U.S. at 

which manufacturing, production, assembly or 

processing activities are conducted. 

$4,480,000,000 Amended and Restated Credit 

Agreement, dated as of July 20, 2006, among 

General Motors Corporation (“GM”) and 

General Motors of Canada Limited (“GMCL”), 

U.S. Collateral: 

The U.S. Collateral (“U.S. Collateral”) consists 

of (a) all inventory of GM and Saturn; (b) all 

 

3

 Excludes all lease transactions. 

4

 The descriptions of Indebtedness and the related collateral and Senior Liens set forth 

below are summary descriptions. For full and complete descriptions of such collateral 

and Senior Liens, reference should be made to the underlying operative documents. 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.28 – 2

Senior Lien Loan Agreement Assets Subject to Senior Lien 

as Borrowers; Saturn Corporation (“Saturn”), 

as Guarantor; Citicorp USA, Inc., as 

Administrative Agent; and the Lenders thereto. 

receivables of GM and Saturn; (c) 65% of the 

stock of Controladora General Motors, S.A. de 

C.V.; (d) all chattel paper attributable solely to 

the receivables or inventory in which a security 

interest is granted pursuant to the agreement; 

(e) all documents attributable solely to the 

receivables or inventory of GM and Saturn; (f) 

all general intangibles attributable solely to the 

receivables or inventory of GM and Saturn; (g) 

all instruments attributable solely to the 

receivables or inventory of GM and Saturn; (h) 

all books and records pertaining solely to the 

US Collateral; and (i) to the extent not 

otherwise included, all proceeds, supporting 

obligations and products of any and all of the 

foregoing and all collateral security given by 

any person with respect to any of the foregoing, 

but excluding all “Excluded Collateral” as 

defined in the U.S. Security Agreement, dated 

as of July 20, 2006, between GM and Saturn, 

and Citicorp USA, Inc., as Agent. 

Canadian Collateral: 

The Canadian Collateral (“Canadian 

Collateral”) consists of the following: (a) all 

goods comprising the inventory of GMCL 

including but not limited to goods held for sale 

or lease or that have been leased or consigned 

by GMCL or furnished or to be furnished 

under a contract of service by GMCL or that 

are raw materials, work in process or materials 

used or consumed in a business or profession 

or finished goods; (b) all other goods which are 

not included in (a) above, including but not 

limited to furniture, equipment, machinery, 

plant, tools and vehicles; (c) all accounts, notes 

receivable, debts and demands and choses in 

action (to the extent such demands and choses 

in action constitute monetary obligations), and 

any other asset that is categorized as accounts 

receivable in accordance with GAAP, which 

are now due, owing or accruing due or which 

may hereafter become due, owing or accruing 

due to GMCL, all other rights and benefits 

which now or may be hereafter be vested in 

GMCL in respect of or as security for any of 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.28 – 3

Senior Lien Loan Agreement Assets Subject to Senior Lien 

such accounts, notes receivable, debts, 

demands, choses in action and other assets and 

all claims of any kind which GMCL now has 

or may hereafter have in respect of such 

accounts, notes receivable, debts, demands, 

choses in action and other assets, including but 

not limited to claims against the Crown and 

claims under insurance policies; (d) with 

respect to the personal property described in 

subsections (a) to (c) inclusive, all books, 

accounts, invoices, letters, papers, documents, 

disks, and other records in any form, electronic 

or otherwise, evidencing or relating thereto; 

and all contracts, instruments and other rights 

and benefits in respect thereof; (e) with respect 

to the personal property described in 

subsections (a) to (d) inclusive, all parts, 

components, renewals, substitutions and 

replacements thereof and all attachments, 

accessories and increases, additions and 

accessions thereto; and (f) with respect to the 

personal property described in subsections (a) 

to (e) inclusive, all proceeds therefrom, 

including personal property in any form 

derived directly or indirectly from any dealing 

with such property or proceeds therefrom, and 

any insurance or other payment as indemnity or 

compensation for loss of or damage to such 

property or any right to such payment, and any 

payment made in total or partial discharge or 

redemption of an intangible, chattel paper, 

instrument or security, but excluding all 

“Excluded Collateral” as defined in the 

Canadian Security Agreement, dated July 20, 

2006, between GM and Citicorp USA, Inc., as 

agent. 

Loan and Security Agreement, dated as of 

October 2, 2006, among and General Motors 

Corporation, as Borrower and Gelco 

Corporation (d/b/a GE Fleet Services), as 

Lender, as amended by the First Amendment to 

the Loan and Security Agreement, dated as of 

September 27, 2007 and the Second 

Amendment to the Loan and Security 

Agreement dated as of November 29, 2007. 

 (i) all automobiles or light trucks solely owned 

by GM and used in one of its “company car 

programs” (together with all accessions, 

attachments, accessories, additions and repairs 

thereto and replacement parts in connection 

therewith), (ii) all automobiles or light trucks 

held by GM as inventory including vehicles 

where a certificate of title has been issued by 

the State of Michigan, or an application for 

certificate of title has been received by the 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.28 – 4

Senior Lien Loan Agreement Assets Subject to Senior Lien 

Michigan Secretary of State (together with all 

accessions, attachments, accessories, additions 

and repairs thereto and replacement parts in 

connection therewith); (iii) all accounts, chattel 

paper or general intangibles arising from the 

sale or disposition of the foregoing; (iv) all 

accounts of GM where the sale proceeds of the 

foregoing are to be deposited as identified on 

Schedule IV to the Gelco Agreement (the 

“Collection Accounts”); (v) all books and 

records relating to any of the foregoing; and 

(vi) all proceeds of the foregoing, including 

any insurance proceeds with respect to any of 

the foregoing (the “Gelco Collateral”). The 

Gelco Collateral shall not include a security 

interest in any asset set forth in clauses (i) and 

(ii) above that becomes part of the “company 

car programs” after the termination date of the 

Gelco Agreement or (except for its security 

interest in the Collection Accounts) in any 

proceeds thereof. 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.29 – 1

Schedule 6.29 

EXCLUDED COLLATERAL 

EXCLUDED SUBSIDIARIES AND JOINT VENTURES 

Entity Name Jurisdiction of Organizaa. Domestic Entities 

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.29 – 2

Entity Name Jurisdiction of Organiza

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.29 – 3

Entity Name Jurisdiction of Organiza

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████

b. Foreign Entities █████████████

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.29 – 4

Entity Name Jurisdiction of Organiza

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.29 – 5

Entity Name Jurisdiction of Organiza

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.29 – 6

Entity Name Jurisdiction of Organiza

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.29 – 7

Entity Name Jurisdiction of Organiza

██████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ ███████████████████████████████████████ █████████████

Information in this Schedule has been redacted at the request of General Motors Corporation 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.30 – 1

Schedule 6.30 

EXCLUDED REAL PROPERTY 

Property Type 

Site/Property/Campus 

Designation 

Property 

Owner 

Total Sq. 

Footage Acreage State City County 

████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.30 – 2

Property Type 

Site/Property/Campus 

Designation 

Property 

Owner 

Total Sq. 

Footage Acreage State City County 

████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.30 – 3

Property Type 

Site/Property/Campus 

Designation 

Property 

Owner 

Total Sq. 

Footage Acreage State City County 

████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ 
NY2:\1955563\01\15WX701!.DOC\72240.0633 SCH. 6.30 – 4

Property Type 

Site/Property/Campus 

Designation 

Property 

Owner 

Total Sq. 

Footage Acreage State City County 

████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ ████████ ██████████████ ██████ ██████ ████ ██████ ██████ ██████ 

Information in this Schedule has been redacted at the request of General Motors Corporation
[TPW: NYLEGAL:791434.3] 21495-00001 12/23/2008 10:33 PM 

NY1:\1596627\04\Y7YR04!.DOC\72240.0633 

NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 

Exhibit A

Patents

Certain Patent applications and issued Patents filed either (a) by, or on behalf of, GM Daewoo 

Auto and Technology Company or (b) filed by, or on behalf of, Adam Opel GmbH, Saab 

Automobile AB and/or General Motors UK Ltd, but in any case owned by GM Global 

Technology Operations, Inc. are not included on this Exhibit A. 

See attached Exhibits A(1)through (A)(6). 

Information is being revised and portions will be redacted at the request of 

General Motors Corporation
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 2

Exhibit B

Trademarks

See Attached Exhibits B(1) through (B)(7). 

Information is being revised and portions will be redacted at the request of 

General Motors Corporation
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 3

Exhibit C

Copyrights

A Loan Party is the owner of record for the following copyright registrations; however, no 

warranty is made that a Loan Party owns actual title to any particular copyright registration 

included herein. 

See attached Exhibits (C)(1) through (C)(3). 

Information is being revised and portions will be redacted at the request of 

General Motors Corporation
[TPW: NYLEGAL:791434.3] 21495-00001 12/23/2008 10:33 PM 

NY1:\1596627\04\Y7YR04!.DOC\72240.0633

NY1:\1596660\05\Y7Z_05!.DOC\72240.0633

Intellectual Property Pledge Agreement 

INTELLECTUAL PROPERTY PLEDGE AGREEMENT, dated as of December 

31, 2008, by General Motors Corporation (the “Borrower”) and 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 Finance Co. Holdings LLC, GM GEFS L.P., GM Global 

Technology Operations, Inc., GM Global Tooling Company, Inc., GM LAAM Holdings, 

LLC, GM Preferred Finance Co. Holdings LLC, GM Technologies, LLC, GM-DI 

Leasing Corporation, GMOC Administrative Services Corporation, OnStar, LLC, 

Riverfront Holdings, Inc., Saturn Corporation, and Saturn Distribution Corporation 

(collectively, “Guarantors”), in favor of the United States Department of the Treasury 

(the “Secured Party”).

RECITALS 

The Borrower and the Guarantors are parties to the Loan and Security 

Agreement dated December 31, 2008 (the “Loan Agreement”), in favor of the Secured 

Party pursuant to which the Borrower and the Guarantors are required to execute and 

deliver this Intellectual Property Pledge Agreement; 

Accordingly, for good and valuable consideration of the premises and to 

induce the Secured Party to enter into the Loan Agreement and to induce the Secured 

Party to make its extensions of credit to the Borrower under the Loan Agreement, 

Borrower and Guarantors hereby agree with the Secured Party as follows: 

Section 1. Defined Terms 

Unless otherwise defined herein, all capitalized terms used herein have the 

meaning given to them in the Loan Agreement. 

Section 2. Grant of Security Interest in Collateral

As security for the prompt and complete payment when due of the 

Obligations and the performance by the Borrower of all the covenants and obligations to 

be performed by it pursuant to the Loan Agreement and the other Loan Documents, the 

Borrower, and each Guarantor, in order to secure its guaranty under the Guaranty, 

hereby assigns and pledges to the Secured Party and grants to the Secured Party a Lien on 

and security interest in all of its rights, title and interest in and to the following property 

of the Borrower or such Guarantor, as the case may be, whether now owned or existing or 

hereafter acquired or arising and regardless of where located (the “Collateral”): 
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 2

(a) 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 information, 

technology, know-how, formulae, and other general intangibles of like nature, 

now existing or hereafter acquired or owned by any Loan Party (including, 

without limitation, all domestic and foreign letters patent, design patents, utility 

patents, industrial designs, inventions, trade secrets, ideas, concepts, methods, 

techniques, processes, proprietary information, technology, know-how and 

formulae described in Exhibit A hereto), all applications, registrations 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 or any other country or any political 

subdivision thereof), and all reissues, divisions, continuations, continuations in 

part and extensions or renewals thereof; 

(b) All domestic and foreign trademarks, service marks, collective 

marks, certification marks, trade dress, trade names, business names, d/b/a’s, 

Internet domain names, trade styles, 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, trade dress, trade names, business names, d/b/a’s, Internet domain names, 

trade styles, designs, logos and other source or business identifiers described in 

Exhibit B hereto), all applications, registrations 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; 

(c) All domestic and foreign copyrights, whether registered or 

unregistered, including, without limitation, all copyright rights throughout the 

universe (whether now or hereafter 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 any Loan Party (including, without limitation, all 

copyrights described in Exhibit C 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 

thereof), and all reissues, renewals, restorations, extensions or revisions thereof; 

(d) all Proceeds with respect to the foregoing clauses (a) through (c); 

and
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 3

(e) to the extent not included in the foregoing, all proceeds, products, 

offspring, rents, revenues, issues, profits, royalties, income, benefits, accessions, 

additions, substitutions and replacements of and to any and all of the foregoing. 

Notwithstanding the foregoing, in no event shall the Collateral include any Excluded 

Collateral. 

Section 3. Pledge Agreement 

(a) THE INTEREST IN THE COLLATERAL BEING ASSIGNED 

HEREUNDER SHALL NOT BE CONSTRUED AS A CURRENT ASSIGNMENT 

BUT, RATHER AS A SECURITY INTEREST THAT PROVIDES THE SECURED 

PARTY SUCH RIGHTS AS ARE PROVIDED TO HOLDERS OF SECURITY 

INTERESTS UNDER APPLICABLE LAW. 

(b) The security interest granted pursuant to this Intellectual Property 

Pledge Agreement is granted in conjunction with the security interest granted to the 

Secured Party pursuant to the Loan Agreement and Borrower and each of the Guarantors 

hereby acknowledge and affirm that the rights and remedies of the Secured Party with 

respect to the security interest in the Collateral made and granted hereby are more fully 

set forth in the Loan Agreement, the terms and provisions of which are incorporated by 

reference herein as if fully set forth herein. In the event of any conflict between the 

terms of the Loan Agreement and this Intellectual Property Pledge Agreement, the Loan 

Agreement shall govern. 

Section 4. Authorization 

To the extent applicable, the parties hereto authorize and request that the 

Commissioner of Patents and Trademarks of the United States record this security 

interest in the Collateral. 

To the extent applicable, the parties hereto authorize and request that the 

Copyright Office of the United States record this security interest in the Collateral. 

Section 5. Continuing Security Interest; Release And Discharge of 

Security Interest 

(a) This Intellectual Property Pledge Agreement shall create a 

continuing security interest in the Collateral and shall (i) remain in full force and effect 

until the Obligations have matured and have been paid and satisfied in full, (ii) be binding 

upon and inure to the benefit of the Loan Parties, each of the Loan Parties’ executors, 

administrators, successors and assigns, and (iii) inure to the benefit of and be binding 

upon the Secured Party and its successors, transferees and assigns. Upon the payment and 

satisfaction in full of the Obligations, each Loan Party shall be entitled to the return, upon 

its request and at its expense, of such of the Collateral as shall not have been sold or 

otherwise applied pursuant to the terms hereof. 
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 4

(b) Release of Security Interest Upon Satisfaction of all 

Obligations. Upon termination of this Intellectual Property Pledge Agreement and 

repayment to the Secured Party of all Obligations and the performance of all obligations 

under the Loan Documents, the Secured Party shall release its security interest in any 

remaining Collateral; provided, that if any payment, or any part thereof, of any of the 

Obligations is rescinded or must otherwise be restored or returned by the Secured Party 

upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the 

Borrower, or upon or as a result of the appointment of a receiver, intervenor or 

conservator of, or a trustee or similar officer for the Borrower or any substantial part of 

its Property, or otherwise, this Intellectual Property Pledge Agreement, all rights 

hereunder and the Liens created hereby shall continue to be effective, or be reinstated, 

until such payments have been made. 

(c) Partial Release of Collateral. Provided that no Default or Event 

of Default shall then exist, the Borrower or a Guarantor may, in connection with any 

Disposition of any Collateral permitted under the Loan Agreement, obtain the release 

from the Lien of the Loan Documents of the portion of the Collateral sold, upon the 

satisfaction of the conditions set forth in the Loan Agreement. 

Section 6. Miscellaneous 

(d) Waiver; Amendment. None of the terms and conditions of this 

Agreement may be changed, waived, modified or varied in any manner whatsoever 

unless in writing duly signed by the Secured Party and the Loan Parties. 

(e) Notices. Except as otherwise expressly permitted by this 

Intellectual Property Pledge Agreement, all notices, requests and other communications 

provided for herein (including, without limitation, any modifications of, or waivers, 

requests or consents under, this Intellectual Property Pledge Agreement) shall be given or 

made in writing (including, without limitation, by telecopy or Electronic Transmission) 

delivered to the intended recipient at the “Address for Notices” specified on the 

signatures pages hereof, beneath each party’s name; or, as to any party, at such other 

address as shall be designated by such party in a written notice to each other party. 

Except as otherwise provided in this Intellectual Property Pledge Agreement, all such 

communications shall be deemed to have been duly given when transmitted by telecopier 

or Electronic Transmission or personally delivered or, in the case of a mailed notice, 

upon receipt, in each case given or addressed as aforesaid. 

(f) Miscellaneous. The headings of the several sections and 

subsections in this Agreement are for purposes of reference only and shall not limit or 

define the meaning hereof. This Agreement may be executed in any number of 

counterparts, each of which shall be an original, but all of which together shall constitute 

one instrument. In the event that any provision of this Agreement shall prove to be 

invalid or unenforceable, such provision shall be deemed to be severable from the other 

provisions of this Agreement which shall remain binding on all parties hereto. 
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 5

(g) Intellectual Property Pledge Agreement Constitutes Security 

Agreement. This Intellectual Property Pledge Agreement shall constitute a security 

agreement within the meaning of the Uniform Commercial Code. 

(h) Governing Law. Insofar as there may be no applicable Federal 

law, this Intellectual Property Pledge Agreement shall be construed in accordance with 

the laws of the State of New York, without regard to any rule of conflicts of law (other

than Section 5-1401 of the New York General Obligations Law) that would result in the 

application of the substantive law of any jurisdiction other than the State of New York. 

Nothing in this Intellectual Property Pledge Agreement shall require any unlawful action 

or inaction by either party. 

(i) Hypothecation or Pledge of Collateral. Nothing in this 

Intellectual Property Pledge Agreement shall preclude the Secured Party from engaging 

in repurchase transactions with the Collateral or otherwise pledging, repledging, 

transferring, hypothecating, or rehypothecating the Collateral (subject to the interest of 

the relevant Senior Lien Lender). Nothing contained in this Intellectual Property Pledge 

Agreement shall obligate the Secured Party to segregate any Collateral delivered to the 

Secured Party by Borrower or any of the Guarantors. 

(j) Severability. Any provision of this Intellectual Property Pledge 

Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such 

jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability 

without affecting the validity, legality and enforceability of the remaining provisions 

thereof; and the invalidity of a particular provision in a particular jurisdiction shall not 

invalidate such provision in any other jurisdiction. If any provision of this Intellectual 

Property Pledge Agreement shall be held invalid or unenforceable (in whole or in part) as 

against any one or more of Borrower and the Guarantors, then this Intellectual Property 

Pledge Agreement shall continue to be enforceable against all other Guarantors and 

Borrower, as applicable, without regard to any such invalidity or unenforceability. 

(k) Entire Agreement. This Intellectual Property Pledge 

Agreement and the Loan Documents embody the entire agreement and understanding of 

the parties hereto and supersede any and all prior agreements, arrangements and 

understandings relating to the matters provided for herein and therein. No alteration, 

waiver, amendments, or change or supplement hereto shall be binding or effective unless 

the same is set forth in writing by a duly authorized representative of the Secured Party. 

(l) WAIVER OF JURY TRIAL; CONSENT TO 

JURISDICTION AND VENUE; SERVICE OF PROCESS. EACH PARTY 

HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL 

ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER 

LOAN DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY 

JUDGMENT IN RESPECT THEREOF, TO THE EXCLUSIVE GENERAL 
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 6

JURISDICTION OF ANY COURT OF THE STATE AND COUNTY OF NEW YORK, 

OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT 

OF NEW YORK; 

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING 

MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY 

LAW, 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; 

(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 FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH 

ON THE SIGNATURE PAGES HEREOF BENEATH EACH PARTY’S NAME, OR IN 

SECTION 11.02 OF APPENDIX A OF THE LOAN AGREEMENT OR AT SUCH 

OTHER ADDRESS OF WHICH THE PLEDGEE SHALL HAVE BEEN NOTIFIED; 

AND

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE 

RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER 

PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER 

JURISDICTION. 

BORROWER AND EACH GUARANTOR HEREBY IRREVOCABLY 

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY 

AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING 

OUT OF OR RELATING TO THIS INTELLECTUAL PROPERTY PLEDGE 

AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS 

CONTEMPLATED HEREBY OR THEREBY. 

[SIGNATURE PAGE FOLLOWS] 
NY1:\1596660\05\Y7Z_05!.DOC\72240.0633 7

IN WITNESS WHEREOF, the parties hereto have caused this Intellectual 

Property Pledge Agreement to be duly executed and delivered as of the day and year first 

above written. 

GENERAL MOTORS CORPORATION

as Borrower 

______________________________________

By:___________________________________

Title: 

Address for Notices: 

[ADDRESS] 

[GUARANTORS]

______________________________________

By:___________________________________

Title: 

Address for Notices: 

[ADDRESS] 

THE UNITED STATES DEPARTMENT OF 

THE TREASURY

as the Secured Party 

______________________________________

By:___________________________________

Title: 

Address for Notices: 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: Assistant General Counsel (Banking and 

Finance)

Facsimile: (202) 622-1974 
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EXHIBIT A 

LIST OF GUARANTORS 

Name 

Form of 

Organization 

Jurisdiction of 

Organization 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Limited Liability 

Company Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Limited Liability 

Company Delaware 

██████████████ Corporation Delaware 

██████████████ Limited Liability 

Company Delaware 

██████████████ Limited Partnership Nevada 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Limited Liability 

Company Delaware 

██████████████ Limited 

LiabilityCompany Delaware 

██████████████ Limited Liability 

Company Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Limited Liability 

Company Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

██████████████ Corporation Delaware 

Information in this Schedule has been redacted at the request of 

General Motors Corporation 
[TPW: NYLEGAL:790770.12] 21495-00001 12/30/2008 03:55 PM

GUARANTY AND SECURITY AGREEMENT 

THIS GUARANTY AND SECURITY AGREEMENT, dated as of December 31, 2008 

(as amended, supplemented and otherwise modified from time to time, this “Guaranty”), is made by the 

undersigned (each, a “Guarantor”, and collectively, the “Guarantors”, each of which are set forth on 

Exhibit A hereto) in favor of the United States Department of the Treasury (the “Lender”).

RECITALS

A. Pursuant to the Loan and Security Agreement, dated as of December 31, 2008 (as 

amended, supplemented or otherwise modified from time to time, the “Loan Agreement”), among the 

Lender and General Motors Corporation (the “Borrower”), the Lender has agreed to make Advances to 

the Borrower upon the terms and subject to the conditions set forth therein. 

B. Each of the Guarantors will derive a substantial direct and/or indirect benefit 

from the Lender’s making of Advances to the Borrower pursuant to the Loan Agreement. To induce the 

Lender to make such Advances and for other good and valuable consideration, the receipt and sufficiency 

of which are hereby acknowledged, each Guarantor has agreed to provide the guaranty set forth herein in 

favor of the Lender. 

C. It is a condition precedent to the obligation of the Lender to make Advances to 

the Borrower under the Loan Agreement that each Guarantor shall have executed and delivered this 

Guaranty to the Lender. 

NOW, THEREFORE, for good and valuable consideration, receipt of which by the 

parties hereto is hereby acknowledged, the parties hereto hereby agree as follows: 

1. Defined Terms.

(a) Unless otherwise defined herein, terms defined in the Loan Agreement and used 

herein shall have the meanings given to them in the Loan Agreement. 

“Expiration Date” shall have the meaning set forth in Section 2(c) herein. 

“Guarantor Event of Default” shall mean an Event of Default with respect to a Guarantor. 

“Obligations” shall mean (a) all of the Borrower’s obligations to repay the Advances on 

the Maturity Date, to pay interest on an Interest Payment Date and all other obligations and liabilities of 

the Borrower to the Lender or to any other Person arising under, or in connection with, the Loan 

Documents, whether now existing or hereafter arising; (b) any and all sums paid by the Lender pursuant

to the Loan Documents in order to preserve any Facility Collateral or the interest of the Lender therein; 

(c) in the event of any proceeding for the collection or enforcement of any of the Borrower’s obligations 

or liabilities referred to in clause (a), the reasonable expenses of retaking, holding, collecting, preparing 

for sale, selling or otherwise disposing of or realizing on any Facility Collateral, or of any exercise by the 

Lender of its rights under the Loan Documents, including without limitation, reasonable attorneys’ fees 

and disbursements and court costs; and (d) all of the Borrower’s indemnity obligations to the Lender 

pursuant to the Loan Documents. 

(b) The words “hereof”, “herein” and “hereunder” and words of similar import when 

used in this Guaranty shall refer to this Guaranty as a whole and not to any particular provision of this 

Guaranty, and section and paragraph references are to this Guaranty unless otherwise specified. 
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(c) The meanings given to terms defined herein shall be equally applicable to both 

the singular and plural forms of such terms. 

2. Guaranty.

(a) Each Guarantor hereby unconditionally and irrevocably guarantees to the Lender 

and each of its permitted indorsees, transferees and assigns the prompt and complete payment and 

performance by Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the

Obligations.

(b) Each Guarantor further agrees to pay any and all expenses (including, without 

limitation, all reasonable fees and disbursements of counsel) which may be paid or incurred by the Lender 

in enforcing any rights with respect to, or collecting, any or all of the Obligations and/or enforcing any 

rights with respect to, or collecting against, the Guarantors under this Guaranty. This Guaranty shall 

remain in full force and effect until the Obligations are paid in full, notwithstanding that from time to time 

prior thereto there may not be any outstanding Obligations. 

(c) No payment or payments made by Borrower, a Guarantor, any other guarantor or 

any other Person or received or collected by the Lender from Borrower, a Guarantor, any other guarantor 

or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at 

any time or from time to time in reduction of or in payment of the Obligations shall be deemed to modify, 

reduce, release or otherwise affect the liability of the Guarantors hereunder. Each Guarantor shall remain 

liable for the Obligations until (i) the Obligations are satisfied and paid in full and (ii) the date on which 

any payment made to the Lender in respect of the Obligations shall no longer be subject to avoidance 

under the Bankruptcy Code (such date, the “Expiration Date”), notwithstanding any payment or payments 

referred to in the foregoing sentence other than payments made by Guarantors in respect of the 

Obligations or payments received or collected from Guarantors in respect of the Obligations. 

(d) Each Guarantor agrees that whenever, at any time, or from time to time, it shall 

make any payment on account of its liability hereunder, it will notify the Lender in writing that such

payment is made under this Guaranty for such purpose. 

3. Security Interest; Right of Set-off.

(a) Guaranty Collateral. As security for the prompt and complete payment when due 

of the Obligations and the performance by each Guarantor of all the covenants and obligations to be 

performed by it pursuant to this Guaranty and the other Loan Documents, each Guarantor hereby 

mortgages, pledges and grants to the Lender a Lien on and security interest in all of its rights, title and 

interest in and to all personal property and real property wherever located and whether now or hereafter 

existing and whether now owned or hereafter acquired, of every kind and description, tangible or 

intangible, including without limitation, the following, whether now or hereafter existing and wherever 

located:

(i) all Intellectual Property as well as royalties therefrom; 

(ii) each Individual Property; 

(iii) all cash and Cash Equivalents, and all other property from time to time 

deposited in any account or deposit account and the monies and property in the 

possession or under the control of Lender or any affiliate, representative, agent or 

correspondent of Lender related to the foregoing; 
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(iv) all other tangible and intangible personal property of such Guarantor 

(whether or not subject to the Uniform Commercial Code), including, without limitation, 

all bank and other accounts and all cash and all investments therein, all rights to receive 

cash and investments, including without limitation, state, Federal or local tax refunds, 

intercompany debt, all proceeds, products, offspring, accessions, rents, profits, income, 

benefits, substitutions and replacements of and to any of the property of such Guarantor 

described in the preceding clauses (i) through (iii) of this Section 3(a) (including, without 

limitation, any proceeds of insurance thereon and all causes of action, claims and 

warranties now or hereafter held by such Guarantor in respect of any of the items listed 

above), and all books, correspondence, files and other Records in the possession or under 

the control of such Guarantor or any other Person from time to time acting for such 

Guarantor that at any time evidence or contain information relating to any of the property 

described in the preceding clauses (i) through (iii) of this Section 3(a) or are otherwise 

necessary or helpful in the collection or realization thereof; 

(v) all rights, title and interest of such Guarantor (but not any of the 

obligations, liabilities or indemnifications of such Guarantor) in, to and under the Loan 

Documents; 

(vi) all “accounts,” “chattel paper,” “commercial tort claims,” “deposit 

accounts,” “documents,” “equipment,” “general intangibles” (including without 

limitation, uncertificated Equity Interests), “goods,” “instruments,” “inventory,” 

“investment property,” “letter of credit rights,” and “securities’ accounts,” as each of 

those terms is defined in the Uniform Commercial Code; and 

(vii) all products and proceeds relating to or constituting any or all of the 

foregoing (clauses (i) through (vi) collectively, the “Guaranty Collateral”);

in each case howsoever such Guarantor’s interest therein may arise or appear (whether by ownership, 

security interest, claim or otherwise), provided that, notwithstanding anything to the contrary contained 

herein or in any other Loan Document, the term “Guaranty Collateral” and each other term used in the 

definition thereof shall not include, and no Guarantor is pledging or granting a security interest in, any 

Property to the extent that such Property constitutes Excluded Collateral; provided further, however, that 

if and when, and to the extent that, any Property ceases to be Excluded Collateral, such Guarantor hereby 

grants to Lender, and at all times from and after such date, the Lender shall have a first priority or junior 

priority, as applicable, Lien in and on such Property (subject to Permitted Liens), and such Guarantor

shall cooperate in all respects to ensure the prompt perfection of the Lender’s security interest therein. 

The Liens granted to Lender hereinabove shall be first priority Liens on all of the 

Guaranty Collateral (subject to Permitted Liens and to the extent legally and contractually permissible); 

provided that, with respect to the Guaranty Collateral which is subject to a Senior Lien, as set forth on 

Schedule 6.28 of the Loan Agreement, the Lien shall be of junior priority (to the extent legally and 

contractually permissible). 

The Obligations of each Guarantor under the Loan Documents constitute recourse 

obligations of such Guarantor, and therefore, their satisfaction is not limited to payments from the 

Guaranty Collateral. 

With respect to each right to payment or performance included in the Guaranty Collateral 

from time to time, the Lien granted therein includes a continuing security interest in (i) any supporting 
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obligation that supports such payment or performance and (ii) any Lien that (A) secures such right to 

payment or performance or (B) secures any such supporting obligation. 

(b) Right of Set-off. Each Guarantor hereby irrevocably authorizes the Lender at 

any time and from time to time without notice to any Guarantor, any such notice being expressly waived

by Guarantors, to set-off and appropriate and apply any and all deposits (general or special, time or 

demand, provisional or final), 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 Lender to or for 

the credit or the account of Guarantors, or any part thereof in such amounts as Lender may elect, against 

and on account of the obligations and liabilities of Guarantors to Lender hereunder and claims of every 

nature and description of Lender against Guarantors, in any currency, whether arising hereunder, under

the Loan Agreement, or under any other Loan Document, as Lender may elect, whether or not Lender has 

made any demand for payment and although such obligations, liabilities and claims may be contingent or

unmatured. Lender may set-off cash, the proceeds of the liquidation of any Guaranty Collateral and all 

other sums or obligations owed by Lender to Borrower or Guarantors against all of each Guarantor’s 

obligations to Lender, whether under this Guaranty or under any other agreement with any Guarantor, or

otherwise, whether or not such obligations are then due, without prejudice to the Lender’s right to recover 

any deficiency. The rights of Lender under this Section are in addition to other rights and remedies 

(including without limitation, other rights of set-off) which Lender may have. Upon the occurrence of

any Guarantor Event of Default with respect to any Guarantor, the Lender shall have the right to cause

liquidation, termination or acceleration to the extent of any assets pledged by such Guarantors to secure 

their Obligations hereunder or under any other agreement to which this Section 3 applies. 

(c) UCC Matters, Further Assurances. Each Guarantor, shall, at all times on and 

after the date hereof, and at its expense, cause Uniform Commercial Code financing statements and 

continuation statements to be filed in all applicable jurisdictions as required to continue the perfection of 

the security interests created by this Guaranty. Each Guarantor shall, from time to time, at its expense 

and in such manner and form as the Lender may reasonably require, execute, deliver, file and record any 

other statement, continuation statement, specific assignment or other instrument or document and take 

any other action that may be necessary, or that the Lender, may reasonably request, to create, evidence, 

preserve, perfect or validate the security interests created hereunder or to enable the Lender to exercise 

and enforce its rights hereunder with respect to any of the Guaranty Collateral. Each Guarantor agrees 

that, if the grant of a security interest in any Property to Lender requires a consent to such grant from any 

other Person (other than such Guarantor or any of its Affiliates), such Guarantor shall use its best efforts 

to procure such consent, taking into consideration the likelihood that such consent will be given. Further, 

each Guarantor agrees that if any Excluded Collateral should, at any time following the Effective Date, 

become Guaranty Collateral on which the Lender is permitted to take a Lien, such Guarantor shall so 

notify the Lender and cooperate with and shall take all steps as may be reasonably required by the Lender 

to enable and continue the perfection of the Lender’s security interests therein. Without limiting the 

generality of the foregoing, such Guarantor shall, upon the request of the Lender, execute and file such 

Uniform Commercial Code financing or continuation statements, or amendments thereto or assignments 

thereof, Mortgages and such other instruments or notices, as may be necessary or appropriate or as the

Lender may request with respect to the Guaranty Collateral. Each Guarantor hereby authorizes the 

Lender to file one or more Uniform Commercial Code financing or continuation statements, and 

amendments thereto and assignments thereof, relative to all or any of the Guaranty Collateral now 

existing or hereafter arising without the signature of such Guarantor where permitted by law. A carbon, 

photographic or other reproduction of this Guaranty or any financing statement covering the Guaranty 

Collateral or any part thereof shall be sufficient as a financing statement. 

(d) Changes in Locations, Names, etc. If any Guarantor shall (i) change the location 

of its chief executive office/chief place of business from that specified in Section 6.10 of the Loan 
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Agreement, (ii) change its name, identity or corporate structure (or the equivalent) or change the location 

where it maintains records with respect to the Guaranty Collateral, or (iii) reincorporate or reorganize 

under the laws of another jurisdiction, it shall give the Lender written notice thereof not later than ten (10) 

days after such event occurs, and shall deliver to the Lender all Uniform Commercial Code financing 

statements and amendments as the Lender shall request and taken all other actions deemed reasonably 

necessary by the Lender to continue its perfected status in the Guaranty Collateral with the same or better 

priority. 

(e) Lender’s Appointment as Attorney-in-Fact. Each Guarantor hereby irrevocably 

constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its 

true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such 

Guarantor and in the name of such Guarantor or in its own name, from time to time in the Lender’s 

discretion, for the purpose of carrying out the terms of this Guaranty to take any and all appropriate action 

and to execute any and all documents and instruments which may be necessary or desirable to accomplish

the purposes of this Guaranty, which such Guarantor is required to do hereunder but has failed to do so 

within the time limits required, including without limitation, to protect, preserve and realize upon the 

Guaranty Collateral, to file such financing statements relating to the Guaranty Collateral as the Lender at 

its option deems appropriate, and, without limiting the generality of the foregoing, such Guarantor hereby 

gives the Lender the power and right, on behalf of such Guarantor, without assent by, but with notice to, 

such Guarantor, if a Guarantor Event of Default shall have occurred and be continuing, to do the 

following:

(i) in the name of such Guarantor or its own name, or otherwise, to take 

possession of and endorse and collect any checks, drafts, notes, acceptances or other 

instruments for the payment of moneys due under any insurance policies or with respect 

to any of the Guaranty Collateral and to file any claim or to take any other action or 

proceeding in any court of law or equity or otherwise deemed appropriate by the Lender 

for the purpose of collecting any and all such moneys due with respect to any other 

Guaranty Collateral whenever payable; 

(ii) to pay or discharge taxes and Liens levied or placed on or threatened 

against the Guaranty Collateral; and 

(iii) (A) to direct any party liable for any payment under any Guaranty 

Collateral to make payment of any and all moneys due or to become due thereunder 

directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, 

receive payment of and receipt for, any and all moneys, claims and other amounts due or 

to become due at any time in respect of or arising out of any Guaranty Collateral; (C) to 

sign and endorse any invoices, assignments, verifications, notices and other documents in 

connection with any of the Guaranty Collateral; (D) to commence and prosecute any 

suits, actions or proceedings at law or in equity in any court of competent jurisdiction to 

collect the Guaranty Collateral or any part thereof and to enforce any other right in 

respect of any Guaranty Collateral; (E) to defend any suit, action or proceeding brought 

against such Guarantor with respect to any Guaranty Collateral; (F) to settle, compromise 

or adjust any suit, action or proceeding described in clause (E) above and, in connection 

therewith, to give such discharges or releases as the Lender may deem appropriate; and 

(G) in connection with its exercise of its remedies hereunder pursuant to this Section 3, 

generally, to sell, transfer, pledge and make any agreement with respect to or otherwise 

deal with any of the Guaranty Collateral as fully and completely as though the Lender 

were the absolute owner thereof for all purposes, and to do, at the Lender’s option and 

such Guarantor’s expense, at any time, or from time to time, all acts and things which the 
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Lender deems necessary to protect, preserve or realize upon the Guaranty Collateral and 

the Lender’s Liens thereon and to effect the intent of this Guaranty and the other Loan 

Documents, all as fully and effectively as such Guarantor might do. 

Each Guarantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue

hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. 

Each Guarantor also authorizes the Lender, at any time and from time to time, to execute, 

in connection with any sale of Guaranty Collateral provided for in this Section 3, any endorsements, 

assignments or other instruments of conveyance or transfer with respect to the Guaranty Collateral. 

The powers conferred on the Lender are solely to protect the Lender’s interests in the 

Guaranty Collateral and, except as required under Applicable Law, shall not impose any duty upon the 

Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually 

receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, 

agents or employees shall be responsible to such Guarantor for any act or failure to act hereunder, except 

for its own gross negligence or willful misconduct.

(f) Proceeds. If a Guarantor Event of Default shall occur and be continuing, (a) all 

proceeds of Guaranty Collateral received by such Guarantor consisting of cash, checks and Cash 

Equivalents shall be held by such Guarantor in trust for the Lender, segregated from other funds of such 

Guarantor, and shall forthwith upon receipt by such Guarantor be turned over to the Lender in the exact 

form received by such Guarantor (duly endorsed by such Guarantor to the Lender, if required), and (b) 

any and all such proceeds received by such Guarantor will be applied by the Lender against, the 

Obligations (whether matured or unmatured), such application to be in such order as the Lender shall 

elect. For purposes hereof, proceeds shall include, but not be limited to, all principal and interest

payments, royalty payments, license fees, all prepayments and payoffs, all dividends and distributions, 

insurance claims, condemnation awards, sale proceeds, rents and any other income and all other amounts

received with respect to the Guaranty Collateral and upon the liquidation of any Guaranty Collateral, all 

such proceeds received by the Lender will be distributed by the Lender in such order as the Lender shall 

elect. Any balance of such proceeds remaining after the Obligations shall have been paid in full and this 

Guaranty shall have been terminated shall be promptly paid over to such Guarantor or to whomsoever 

may be lawfully entitled to receive the same. 

(g) Remedies. If a Guarantor Event of Default shall occur and be continuing, the 

Lender may exercise, in addition to all other rights and remedies granted to it in this Guaranty and in any 

other instrument or agreement securing, evidencing or relating to the Obligations, all rights and remedies 

of a secured party under the Uniform Commercial Code, at law and in equity. Without limiting the 

generality of the foregoing, the Lender, without demand of performance or other demand, presentment, 

protest, advertisement or notice of any kind (except any notice required by law referred to below) to or 

upon such Guarantor or any other Person (all and each of which demands, defenses, presentments, 

protests, advertisements and notices are hereby waived), may in such circumstances forthwith collect, 

receive, appropriate and realize upon the Guaranty Collateral, or any part thereof, and/or may forthwith 

sell, lease, assign, give option or options to purchase, or otherwise dispose of and deliver the Guaranty 

Collateral or any part thereof (or contract to do any of the foregoing), in one or more parcels or as an 

entirety at public or private sale or sales, at any exchange, broker’s board or office of the Lender or 

elsewhere upon such terms and conditions and at prices that are consistent with the prevailing market for 

similar collateral as it may deem advisable and at such prices as it may deem best, for cash or on credit or 

for future delivery without assumption of any credit risk. The Lender shall act in good faith to obtain the 

best execution possible under prevailing market conditions. The Lender shall have the right upon any 

such public sale or sales, and, to the extent permitted by law, upon any such private sale or sales, to 
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purchase the whole or any part of the Guaranty Collateral so sold, free of any right or equity of 

redemption in the related Guarantor, which right or equity is hereby waived and released. Each Guarantor 

further agrees, at the Lender’s request, to assemble the Guaranty Collateral and make it available to the 

Lender at places which the Lender shall reasonably select, whether at the related Guarantor’s premises or 

elsewhere. The Lender shall apply the net proceeds of any such collection, recovery, receipt, 

appropriation, realization or sale, after deducting all reasonable costs and expenses of every kind incurred 

therein or incidental to the care or safekeeping of any of the Guaranty Collateral or in any way relating to 

the Guaranty Collateral or the rights of the Lender hereunder, including, without limitation, reasonable 

attorneys’ fees and disbursements, to the payment in whole or in part of the Obligations, in such order as 

the Lender may elect, and only after such application and after the payment by the Lender of any other

amount required or permitted by any provision of law, including, without limitation, Section 9-504(1)(c) 

of the Uniform Commercial Code, need the Lender account for the surplus, if any, to the related 

Guarantor. To the extent permitted by Applicable Law, each Guarantor waives all claims, damages and 

demands it may acquire against the Lender arising out of the exercise by the Lender of any of its rights 

hereunder. If any notice of a proposed sale or other Disposition of Guaranty Collateral shall be required 

by law, such notice shall be deemed reasonable and proper if given at least ten (10) days before such sale 

or other Disposition. Each Guarantor shall remain liable for any deficiency (plus accrued interest 

thereon) if the proceeds of any sale or other disposition of the Guaranty Collateral are insufficient to pay 

the Obligations and the reasonable fees and disbursements incurred by the Lender, including reasonable

fees and expenses of any attorneys employed by the Lender to collect such deficiency. Because each 

Guarantor recognizes that the Lender may not be able to purchase or sell all of the Guaranty Collateral on 

a particular Business Day, or in a transaction with the same purchaser, or in the same manner because the 

market for such Guaranty Collateral may not be liquid, each Guarantor agrees that liquidation of the 

Guaranty Collateral does not require a public purchase or sale and that a good faith private purchase or 

sale shall be deemed to have been made in a commercially reasonable manner. Accordingly, the Lender 

may elect, in its sole discretion, the time and manner of liquidating any Guaranty Collateral and nothing 

contained herein shall (i) obligate the Lender to liquidate any Guaranty Collateral on the occurrence of a 

Guarantor Event of Default or to liquidate all Guaranty Collateral in the same manner or on the same 

Business Day or (ii) constitute a waiver of any of the Lender’s rights or remedies. 

(h) Continuing Liability of each Guarantor. The security interests described above 

are granted as security only and shall not subject the Lender or any of its assigns to, or transfer or in any 

way affect or modify, any obligation, liability or indemnity of each Guarantor with respect to, any of the 

Guaranty Collateral or any transaction relating thereto. None of the Lender or its assigns shall be required 

or obligated in any manner to make any inquiry as to the nature or sufficiency of any payment received by 

it or the sufficiency of any performance by any party under any such obligation, or to make any payment 

or present or file any claim, or to take any action to collect or enforce any performance or the payment of 

any amount thereunder to which any such Person may be entitled at any time. 

(i) Limitation on Duties Regarding Preservation of Guaranty Collateral. The 

Lender’s duty with respect to the custody, safekeeping and physical preservation of the Guaranty 

Collateral in its possession, under Section 9-207 of the Uniform Commercial Code or otherwise, shall be 

to deal with it in the same manner as the Lender deals with similar property for its own account. Neither 

the Lender nor any of its directors, officers or employees shall be liable for failure to demand, collect or 

realize upon all or any part of the Guaranty Collateral or for any delay in doing so or shall be under any 

obligation to sell or otherwise dispose of any Guaranty Collateral upon the request of the related 

Guarantor or otherwise 

(j) Powers Coupled with an Interest. All authorizations and agencies herein 

contained with respect to the Guaranty Collateral are irrevocable and powers coupled with an interest.
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(k) Release of Security Interest Upon Satisfaction of all Obligations. Upon 

termination of this Guaranty and repayment to the Lender of all Obligations and the performance of all

obligations under the Loan Documents, the Lender shall release its security interest in any remaining 

Guaranty Collateral; provided that if any payment, or any part thereof, of any of the Obligations is 

rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, 

dissolution, liquidation or reorganization of the related Guarantor, or upon or as a result of the 

appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for such Guarantor 

or any substantial part of its Property, or otherwise, this Guaranty, all rights hereunder and the Liens 

created hereby shall continue to be effective, or be reinstated, until such payments have been made. 

(l) Partial Release of Guaranty Collateral. Provided that no Event of Default shall 

then exist, the Lender shall, in connection with any Disposition of Guaranty Collateral permitted under 

the Loan Agreement (other than dispositions of Guaranty Collateral between and among Guarantors and 

Pledged Entities), release from the Lien of the Loan Documents the portion of the Guaranty Collateral 

Disposed of, upon the related Guarantor’s satisfaction of the conditions set forth in the Loan Agreement. 

For the avoidance of doubt, the Lien of the Lender on Guaranty Collateral shall not be released in 

connection with the Disposition of Guaranty Collateral between and among Guarantors and Pledged 

Entities.

4. No Subrogation. Notwithstanding any payment or payments made by any Guarantor 

hereunder or any set-off or application of funds of any Guarantors by the Lender, no Guarantor shall be 

entitled to be subrogated to any of the rights of the Lender against Borrower or any other guarantor or any 

collateral security or guarantee or right of offset held by such Lender for the payment of the Obligations 

or the obligations of any Guarantor, nor shall any Guarantor seek or be entitled to seek any contribution 

or reimbursement from Borrower or any other Guarantor in respect of payments made by such Guarantor 

hereunder, until all amounts owing to Lender by Borrower on account of the Obligations are indefeasibly 

paid and satisfied in full. If any amount shall be paid to any Guarantor on account of such subrogation 

rights at any time when all of the Obligations shall not have been paid and satisfied in full, such amount 

shall be held by such Guarantor in trust for Lender, segregated from other funds of such Guarantor, and 

shall, forthwith upon receipt by such Guarantor, be turned over to the Lender in the exact form received 

by such Guarantor (duly indorsed by such Guarantor to the Lender, if required), to be applied against the 

Obligations, whether matured or unmatured, in such order as the Lender may determine. 

5. Amendments, Etc. with Respect to the Obligations. Each Guarantor shall remain 

obligated hereunder notwithstanding that, without any reservation of rights against Guarantors and 

without notice to or further assent by any Guarantor, any demand for payment of any of the Obligations

made by Lender may be rescinded and any of the Obligations continued, and the Obligations, or the 

liability of any other party upon or for any part thereof, or any collateral security or guarantee therefor or 

right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, 

amended, modified, accelerated, compromised, terminated, waived, surrendered or released by Lender, 

and the Loan Agreement and any other documents executed and delivered in connection therewith may be 

amended, modified, supplemented or terminated, in whole or in part, as Lender may deem advisable from 

time to time, and any collateral security, guarantee or right of offset at any time held by Lender for the 

payment of the Obligations or the obligations of any Guarantor may be sold, exchanged, waived, 

surrendered or released. Lender shall not have any obligation to protect, secure, perfect or insure any lien 

at any time held by it as security for the Obligations or for this Guaranty or any property subject thereto. 

When making any demand hereunder against any Guarantor, the Lender may, but shall be under no 

obligation to, make a similar demand on the Borrower or any other Guarantor, and any failure by the 

Lender to make any such demand or to collect any payments from Borrower or any such other Guarantor 

or any release of Borrower or such other Guarantor shall not relieve any Guarantor of its obligations or 

liabilities hereunder, and shall not impair or affect the rights and remedies, express or implied, or as a 
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[TPW: NYLEGAL:790770.12] 21495-00001 12/30/2008 03:55 PM 

matter of law, of the Lender against such Guarantor. For the purposes hereof “demand” shall include the 

commencement and continuance of any legal proceedings. 

6. Waiver of Rights. Except as otherwise expressly provided herein, each Guarantor 

waives any and all notice of any kind including, without limitation, notice of the creation, renewal, 

extension or accrual of any of the Obligations, and notice of or proof of reliance by the Lender upon this 

Guaranty or acceptance of this Guaranty. All of the Obligations shall conclusively be deemed to have 

been created, contracted or incurred, or renewed, extended, amended or waived in reliance upon this 

Guaranty and all dealings between Borrower and Guarantors, on the one hand, and the Lender, on the 

other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon 

this Guaranty. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of 

default or nonpayment to or upon Borrower or Guarantors with respect to the Obligations. In addition,

each Guarantor waives any requirement that the Lender exhaust any right, power or remedy or proceed 

against Borrower or any other Guarantor. 

7. Guaranty Absolute and Unconditional. Each Guarantor understands and agrees that 

this Guaranty shall be construed as a continuing, absolute and unconditional guarantee of the full and

punctual payment and performance by Borrower of the Obligations and not of their collectibility only and 

is in no way conditioned upon any requirement that Lender first attempt to collect any of the Obligations 

from the Borrower or any other Guarantor, without regard to (a) the validity, regularity or enforceability 

of the Loan Agreement or any other Loan Document, any of the Obligations or the obligations of each 

Guarantor hereunder or any other collateral security therefor or guarantee thereof or right of offset with 

respect thereto at any time or from time to time held by Lender, (b) any defense, set-off, deduction, 

abatement, recoupment, reduction or counterclaim (other than a defense of payment or performance) 

which may at any time be available to or be asserted by Borrower against the Lender or any other 

Guarantor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of Borrower 

or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge 

of Borrower from the Obligations, or of any Guarantor from this Guaranty, in bankruptcy or in any other 

instance. When pursuing its rights and remedies hereunder against any Guarantor, Lender may, but shall

be under no obligation to, pursue such rights, powers, privileges and remedies as it may have against 

Borrower or any other Person or against the Guaranty Collateral or any other collateral security or 

guarantee for the Obligations or any right of offset with respect thereto, and any failure by Lender to 

pursue such other rights or remedies or to collect any payments from Borrower or any such other Person

or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any 

release of Borrower or any such other Person or any such collateral security, guarantee or right of offset, 

shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights, powers, 

privileges and remedies, whether express, implied or available as a matter of law or equity, of the Lender 

against Guarantors. This Guaranty shall remain in full force and effect and be binding in accordance with 

and to the extent of its terms upon Guarantors and the successors and assigns thereof, and shall inure to 

the benefit of Lender, and each of its successors, indorsees, transferees and assigns, until all the 

Obligations and the obligations of Guarantors under this Guaranty shall have been satisfied by 

performance and payment in full and the Loan Agreement and the other Loan Documents shall have been 

terminated, notwithstanding that from time to time during the term of the Loan Agreement a Borrower 

may be free from any Obligations. 

8. Reinstatement. This Guaranty shall continue to be effective, or be reinstated, as the case 

may be, if at any time payment, or any part thereof, of any of the Obligations is rescinded or must 

otherwise be restored or returned by Lender upon the insolvency, bankruptcy, dissolution, liquidation or 

reorganization of Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, 

intervenor or conservator of, or trustee or similar officer for, Borrower or any Guarantor or any 

substantial part of its property, or otherwise, all as though such payments had not been made. 
- 10 -

[TPW: NYLEGAL:790770.12] 21495-00001 12/30/2008 03:55 PM 

9. Payments. Each Guarantor hereby guarantees that payments hereunder will be paid to 

the Lender, in Dollars, promptly after demand therefor and in accordance with the wiring instructions of 

the Lender. 

10. Notices. Except as otherwise expressly permitted by this Guaranty, all notices, requests 

and other communications provided for herein (including, without limitation, any modifications of, or 

waivers, requests or consents under, this Guaranty) shall be given or made in writing (including, without 

limitation, by telecopy or Electronic Transmission) delivered to the intended recipient at the “Address for 

Notices” specified on the signatures pages hereof, beneath each party’s name or in Section 11.02 of 

Appendix A of the Loan Agreement; or, as to any party, at such other address as shall be designated by

such party in a written notice to each other party. Except as otherwise provided in this Guaranty, all such 

communications shall be deemed to have been duly given when transmitted by telecopier or Electronic 

Transmission or personally delivered or, in the case of a mailed notice, upon receipt, in each case given or 

addressed as aforesaid. 

11. Severability. If any of the provisions of this Guaranty shall be held invalid or 

unenforceable, this Guaranty shall be construed as if not containing such provisions, and the rights and 

obligations of the parties hereto shall be construed and enforced accordingly. If any of the provisions of 

this Guaranty shall be held invalid or unenforceable (in whole or in part) as against any one or more 

Guarantors, then this Guaranty shall continue to be enforceable against all other Guarantors without 

regard to any such invalidity or unenforceability. 

12. Amendments in Writing; No Waiver; Cumulative Remedies.

(a) None of the terms or provisions of this Guaranty may be waived, amended, 

supplemented or otherwise modified except by a written instrument executed by each Guarantor and the 

Lender; provided that any provision of this Guaranty may be waived in a writing executed by the Lender. 

(b) The Lender shall not be deemed by any act (except by a written instrument 

pursuant to Section 12(a)), delay, indulgence or omission to have acquiesced in any Default, Event of 

Default, Guarantor Event of Default or in any breach of any of the terms and conditions hereof, and, in 

the absence of a written instrument pursuant to Section 12(a), the Lender shall not be deemed to have 

waived any right, power, privilege or remedy hereunder. No failure to exercise, nor any delay in 

exercising, on the part of Lender, any right, power, remedy or privilege hereunder shall operate as a 

waiver thereof. No single or partial exercise of any right, power, remedy or privilege hereunder shall 

preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A 

waiver by Lender of any right, power, privilege or remedy hereunder on any one occasion shall not be 

construed as a bar to any right, power, privilege or remedy which Lender would otherwise have on any 

future occasion. 

(c) The rights and remedies herein provided are cumulative, may be exercised singly 

or concurrently and are not exclusive of any other rights or remedies provided by law. 

13. Section Headings. The section headings used in this Guaranty are for convenience of 

reference only and are not to affect the construction hereof or be taken into consideration in the 

interpretation hereof. 

14. Successors and Assigns. This Guaranty shall be binding upon the successors and 

permitted assigns of each Guarantor and shall inure to the benefit of the Lender and each successor and 

assign thereof. No Guarantor may assign any of its rights, interests or obligations hereunder to any 
- 11 -

[TPW: NYLEGAL:790770.12] 21495-00001 12/30/2008 03:55 PM 

Person without the express written consent of the Lender in its sole discretion and any attempt to assign 

or transfer this Guaranty without such consent shall be null and void and of no effect whatsoever. 

15. GOVERNING LAW. INSOFAR AS THERE MAY BE NO APPLICABLE 

FEDERAL LAW, THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE WITH THE 

LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY RULE OF 

CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL 

OBLIGATIONS LAW) THAT WOULD RESULT IN THE APPLICATION OF THE 

SUBSTANTIVE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 

NOTHING IN THIS GUARANTY SHALL REQUIRE ANY UNLAWFUL ACTION OR 

INACTION BY EITHER PARTY. 

16. CONSENT TO JURISDICTION AND VENUE; SERVICE OF PROCESS; 

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND 

UNCONDITIONALLY: 

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION 

OR PROCEEDING RELATING TO THIS GUARANTY, THE NOTE AND THE OTHER LOAN 

DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN 

RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF ANY COURT OF 

THE STATE AND COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT 

COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; 

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE 

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 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; 

(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 FORM OF MAIL), POSTAGE 

PREPAID, TO ITS ADDRESS SET FORTH IN SECTION 10 OR AT SUCH OTHER ADDRESS 

OF WHICH THE LENDER SHALL HAVE BEEN NOTIFIED; AND 

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO 

EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR 

SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION. 

EACH GUARANTOR AND THE LENDER HEREBY IRREVOCABLY WAIVES, 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT 

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO 

THIS GUARANTY, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS 

CONTEMPLATED HEREBY OR THEREBY. 

17. Counterparts. This Guaranty may be executed in any number of counterparts, all of 

which when taken together shall constitute one and the same instrument and any of the parties hereto may 

execute this Guaranty by signing any such counterpart. 
- 12 -

[TPW: NYLEGAL:790770.12] 21495-00001 12/30/2008 03:55 PM 

18. Joint and Several Liability. Each Guarantor hereby acknowledges and agrees that the 

Guarantors are jointly and severally liable to the Lender for all representations, warranties, covenants, 

obligations and liabilities of each Guarantor hereunder and under the Loan Documents. Each Guarantor 

hereby further acknowledges and agrees that (a) any Guarantor Event of Default or any default, or breach 

of a representation, warranty or covenant by any Guarantor hereunder or under any Loan Document is 

hereby considered a default or breach by each Guarantor, as applicable, and (b) the Lender shall have no 

obligation to proceed against one Guarantor before proceeding against the other Guarantors. Each 

Guarantor hereby waives any defense to its obligations under this Guaranty based upon or arising out of 

the disability or other defense or cessation of liability of one Guarantor versus the other. A Guarantor’s 

subrogation claim arising from payments to the Lender shall constitute a capital investment in the other 

Guarantor subordinated to any claims of the Lender and equal to a ratable share of the equity interests in 

such Guarantor. 

19. Limitation of Individual Guarantor Liability. Notwithstanding any provision herein 

contained to the contrary, each Guarantor’s liability for the payment of its obligations under this Guaranty 

shall be limited to an amount not to exceed as of any date of determination the amount which could be 

claimed by Lender from such Guarantor under this Guaranty without rendering such claim voidable or 

avoidable under Section 548 of the Bankruptcy Code (Title 11, U.S.C.) or under any applicable state 

fraudulent transfer or similar statute or common law after taking into account, among other things, such 

Guarantor's right of contribution and indemnification from each other Guarantor, if any. To the end set 

forth above, but only to the extent that the obligations of any Guarantor hereunder would otherwise be

subject to avoidance under the avoidance provisions, if such Guarantor is not deemed to have received 

valuable consideration, fair value, fair consideration or reasonably equivalent value for the Obligations, or 

if the Obligations would render such Guarantor insolvent, or leave such Guarantor with an unreasonably

small capital to conduct its business, or cause such Guarantor to have incurred debts (or to have intended 

to have incurred debts) beyond its ability to pay such debts as they mature, in each case as of the time any 

of the Obligations is deemed to have been incurred for the purposes of the avoidance provisions, the 

maximum Obligations for which such Guarantor shall be liable hereunder shall be reduced to that amount

which, after giving effect thereto, would not cause the Obligations as so reduced, to be subject to 

avoidance under the avoidance provisions. 

20. Final Agreement; Severability. Other than as referenced in the preceding sentence, this 

Guaranty contains the entire and exclusive agreement of the parties hereto with reference to the matters 

discussed herein. This Guaranty supersedes all prior drafts and communications with respect thereto. 

The headings of paragraphs herein are inserted only for convenience and shall in no way define, describe 

or limit the scope or intent of any provision of this Guaranty. If any term or provision of this Guaranty 

shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated

without affecting the remaining provisions of this Guaranty. 

[SIGNATURE PAGE TO FOLLOW]
[TPW: NYLEGAL:790705.12] 21495-00001 12/31/2008 10:18 AM

ANNEX A

EQUITY INTERESTS IN ISSUING ENTITIES

PLEDGED BY ORIGINAL PLEDGORS

(as of the Effective Date)

Issuing Entity 

Jurisdiction of Organization Pledgor of Equity Interests 

Percentage Owned 

Percentage Pledged 

Number of SharUnits Pledged 

Part A – Certificated domestic Equity Interests for which certificates shall be delivered at the Effective D

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2 

[TPW: NYLEGAL:790705.12] 21495-00001 12/31/2008 10:18 AMIssuing Entity 

Jurisdiction of Organization Pledgor of Equity Interests 

Percentage Owned 

Percentage Pledged 

Number of SharUnits Pledged 

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3 

[TPW: NYLEGAL:790705.12] 21495-00001 12/31/2008 10:18 AMIssuing Entity 

Jurisdiction of Organization Pledgor of Equity Interests 

Percentage Owned 

Percentage Pledged 

Number of SharUnits Pledged 

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4 

[TPW: NYLEGAL:790705.12] 21495-00001 12/31/2008 10:18 AMIssuing Entity 

Jurisdiction of Organization Pledgor of Equity Interests 

Percentage Owned 

Percentage Pledged 

Number of SharUnits Pledged 

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Part B – Uncertificated domestic Equity Interests pledged at the Effective Date 

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5 

[TPW: NYLEGAL:790705.12] 21495-00001 12/31/2008 10:18 AMIssuing Entity 

Jurisdiction of Organization Pledgor of Equity Interests 

Percentage Owned 

Percentage Pledged 

Number of SharUnits Pledged 

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Part C – Domestic Equity Interests for which certificates shall be delivered after the Effective Date 

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6 

[TPW: NYLEGAL:790705.12] 21495-00001 12/31/2008 10:18 AMIssuing Entity 

Jurisdiction of Organization Pledgor of Equity Interests 

Percentage Owned 

Percentage Pledged 

Number of SharUnits Pledged 

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Part D – Publicly held domestic entities1

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Part E – Foreign entities 

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1 Transfer agent acknowledgment to pledge of shares to be obtained after the Effective Date.
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Jurisdiction of Organization Pledgor of Equity Interests 

Percentage Owned 

Percentage Pledged 

Number of SharUnits Pledged 

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Information in this Schedule has been redacted at the request of General Motors Corporation
EXECUTION COPY 

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EQUITY PLEDGE AGREEMENT

This EQUITY PLEDGE AGREEMENT, dated as of December 31, 2008 (as amended, 

modified or supplemented from time to time, this “Agreement”), made by the undersigned, each of which 

is further identified on Annex A hereto (each, a “Pledgor” and together with their respective successors 

and assigns, collectively, the “Pledgors”), in favor of the United States Department of the Treasury in its 

capacity as the lender under the Loan Agreement referred to below (the “Pledgee”). Except as otherwise 

defined herein, terms used herein and defined in the Loan Agreement referred to below shall be used 

herein as therein defined. 

W I T N E S S E T H:

WHEREAS, General Motors Corporation (the “Borrower”) and the Pledgee are parties to 

that certain Loan and Security Agreement, dated as of the date hereof (as amended, modified or 

supplemented from time to time, the “Loan Agreement”), providing for the making of Advances as 

contemplated therein; 

WHEREAS, each of the Pledgors will derive a substantial direct and/or indirect benefit 

from the Pledgee’s making Advances to the Borrower pursuant to the Loan Agreement. To induce the 

Pledgee to enter into the Loan Agreement and make such Advances, and for other good and valuable 

consideration, the receipt and sufficiency of which are hereby acknowledged, each Pledgor has agreed to 

pledge and grant a security interest in the Collateral (as defined herein) in which such Pledgor has rights, 

title and interests in and to, as security for such Advances; 

WHEREAS, it is a condition precedent to the obligation of the Lender to make Advances 

to the Borrower under the Loan Agreement that each Pledgor shall have executed and delivered this 

Agreement to the Lender; and 

WHEREAS, each Pledgor desires to execute this Agreement to satisfy the conditions 

described in the preceding paragraph; 

NOW, THEREFORE, in consideration of the benefits accruing to each Pledgor, the 

receipt and sufficiency of which are hereby acknowledged, each Pledgor hereby makes the following 

representations and warranties to the Pledgee and hereby covenants and agrees with the Pledgee as 

follows:

1. DEFINITIONS. All capitalized terms used but not defined herein shall have the 

respective meanings set forth in the Loan Agreement, including Appendix A thereto.

1.1. Equity Interests.

(a) As used herein, the term “Equity Interests” shall mean all of the equity interests 

in an issuing entity (“Issuing Entity”), acquired by, issued to or held by the relevant Pledgor as set forth 

on Annex A under the heading “Percentage Pledged”. Each Pledgor represents and warrants that on the 

date hereof, the Equity Interests held by such Pledgor (i) consists of the number and type of Equity 

Interests of the related Issuing Entities as described in Annex A hereto and (ii) all options, warrants, calls 

or commitments of any character whatsoever relating to Equity Interests of such Issuing Entities, in each 

case listed in Annex A hereto. Each Pledgor represents and warrants on the date hereof: (x) such Equity 

Interests constitute that percentage of the issued and outstanding Equity Interests of the related Issuing 

Entities as set forth in Annex A hereto, and (y) such Pledgor is the owner of such Equity Interests so held 

by it and there exist no options or preemption rights in respect of any of such Equity Interests. 
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(b) All Equity Interests at any time pledged or required (and permitted) to be pledged 

hereunder are hereinafter called the “Pledged Equity Interests,” which together with: (i) all Chattel Paper, 

Documents, Instruments and General Intangibles attributable solely to the Pledged Equity Interests; (ii) 

all rights of any Pledgor to receive moneys (including dividends) due but unpaid or to become due with

respect to the Pledged Equity Interests and all property received in substitution or exchange therefor; (iii) 

all of Pledgors’ rights and privileges with respect to the Pledged Equity Interests; (iv) all rights of 

Pledgors to property of the related Issuing Entities; (v) all Proceeds with respect to the foregoing clauses 

(i) through (iv); and (vi) to the extent not included in the foregoing, all proceeds, products, offspring, 

rents, revenues, issues, profits, royalties, income, benefits, accessions, additions, substitutions and 

replacements of and to any and all of the foregoing, are hereinafter called the “Collateral”; provided that, 

notwithstanding anything to the contrary contained herein or in any other Loan Document, the term 

Collateral and each other term used in the definition thereof shall not include, and the Pledgee shall not 

have a pledge or any other Lien pursuant to this Agreement on, any of the Excluded Collateral of any 

Pledgor.

1.2. Obligations. As used herein, the term “Obligations” shall mean the obligations 

and liabilities of the Borrower and each Pledgor to the Lender, whether direct or indirect, absolute or 

contingent, due or to become due, or now existing or hereafter incurred, which may arise under, or out of 

or in connection with the Loan Agreement, any other Loan Documents and any other document made, 

delivered or given in connection therewith or herewith, whether on account of covenants, reimbursement

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

disbursements of counsel to Lender that are required to be paid by Borrower pursuant to the terms of the 

Loan Agreement) or otherwise. 

1.3. Chattel Paper, Documents, Instruments, General Intangibles and Proceeds. The 

terms “Chattel Paper,” “Documents,” “Instruments,” “General Intangibles,” and “Proceeds” have the 

meanings specified in the Uniform Commercial Code. 

2. PLEDGE OF EQUITY INTERESTS.

2.1. Pledge. As collateral security for the prompt satisfaction and performance of the 

Obligations, each Pledgor hereby: (i) pledges, collaterally assigns and hypothecates to Pledgee and hereby 

grants to the Pledgee for the benefit of the Pledgee and its assigns a first priority security interest in all of 

the Collateral now or from time to time owned by such Pledgor; (ii) pledges and deposits as security with 

the Pledgee the Pledged Equity Interests of the related Issuing Entities owned by such Pledgor on the date 

hereof and delivers to the Pledgee, any certificates therefor or instruments thereof, accompanied by such 

other instruments of transfer as are reasonably acceptable to the Pledgee; and (iii) collaterally assigns, 

transfers, hypothecates, mortgages, charges and sets over to the Pledgee all of such Pledgor’s right, title 

and interest in and to the Pledged Equity Interests of the related Issuing Entities (and in and to the

certificates or instruments evidencing such Pledged Equity Interests of the related Issuing Entities) to be 

held by the Pledgee, upon the terms and conditions set forth in this Agreement. 

2.2. Subsequently Acquired Equity Interests. If, at any time or from time to time after 

the date hereof, a Pledgor acquires (by purchase, stock dividend or otherwise) any additional Equity 

Interests (other than any such Equity Interests constituting Excluded Collateral) of the related Issuing 

Entities or, if any Equity Interests constituting Excluded Collateral ceases to be Excluded Collateral, such 

Pledgor hereby automatically pledges and shall forthwith deposit such Equity Interests of the related 

Issuing Entities (including any certificates or instruments representing such Equity Interests of the related 

Issuing Entities) as security with the Pledgee and deliver to the Pledgee certificates or instruments thereof, 

accompanied by such other instruments of transfer as are reasonably acceptable to the Pledgee, and will 

promptly thereafter deliver to the Pledgee a certificate executed by a Responsible Person of such Pledgor 
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describing such Equity Interests and certifying that the same have been duly pledged to the Pledgee 

hereunder as Collateral. 

2.3. Delivery of Share Certificates and Powers of Attorney. Except as may otherwise 

be set forth in the Post Closing Letter, simultaneously with the delivery of this Agreement, each Pledgor 

is delivering to the Pledgee, all certificated securities (including, without limitation, stock certificates) 

representing the Pledged Equity Interests, together with related stock powers duly executed in blank by 

the relevant Pledgor authorizing Pledgee to transfer ownership of such Pledged Equity Interests to a third 

party in accordance with the terms of this Agreement. Each Pledgor shall promptly deliver to the 

Pledgee, or cause the Borrower or any Issuing Entity to deliver directly to the Pledgee, (i) share 

certificates or other instruments representing any Pledged Equity Interests acquired or received by such 

Pledgor after the date of this Agreement and (ii) related stock powers duly executed in blank by such 

Pledgor authorizing Pledgee to transfer ownership of any Pledged Equity Interests acquired or received by 

such Pledgor after the date of this Agreement to a third party in accordance with the terms of this 

Agreement. 

2.4. Uncertificated Securities. Other than as may be set forth in the Post Closing 

Letter, notwithstanding anything to the contrary contained in Sections 2.1 and 2.2, if any Pledged Equity 

Interests are uncertificated securities, the respective Pledgor hereby notifies the Pledgee thereof in Annex 

A hereof, and hereby represents that it has taken all actions required to perfect the security interest of the 

Pledgee in such uncertificated Pledged Equity Interests under applicable law. Each Pledgor further agrees 

to take such actions as the Pledgee deems reasonably necessary to effect the foregoing and to permit the 

Pledgee to exercise any of its rights and remedies hereunder and under applicable law. 

3. APPOINTMENT OF SUB-AGENTS; ENDORSEMENTS, ETC. The 

Pledgee shall have the right to appoint one or more sub-agents for the purpose of retaining physical 

possession of any certificated Pledged Equity Interests, which may be held (in the discretion of the 

Pledgee) in the name of the relevant Pledgor, endorsed or assigned in blank or, if an Event of Default

shall have occurred and be continuing, in the name of the Pledgee or any nominee or nominees of the 

Pledgee or a sub-agent appointed by the Pledgee; provided that the Pledgee shall remain primarily liable 

for any and all actions and inactions of any such sub-agent or nominee of the Pledgee. 

4. VOTING, ETC. WHILE NO EVENT OF DEFAULT. Unless and until an 

Event of Default shall have occurred and be continuing, each Pledgor shall be entitled to exercise all

voting rights attaching to any and all Pledged Equity Interests owned by it, and to give consents, waivers 

or ratifications in respect thereof, provided that no vote shall be cast or any consent, waiver or ratification 

given or any action taken which would violate, result in a breach of any covenant contained in, or be 

materially inconsistent with, any of the terms of this Agreement, the Loan Agreement or any other Loan

Document or which would have the effect of materially impairing the value of the Collateral or any part 

thereof or the position or interests of the Pledgee therein. All such rights of a Pledgor to vote and to give 

consents, waivers and ratifications shall cease in case an Event of Default shall occur and be continuing 

and Section 9 hereof shall become applicable; provided that, the Pledgee shall have the right from time to 

time during the continuance of an Event of Default to permit such Pledgor to exercise such rights. After 

all Event of Defaults have been cured or waived, the Pledgors will have the right to exercise the voting 

and consensual rights and powers that it would otherwise be entitled to exercise pursuant to the terms of 

this Section 4. 

5. DIVIDENDS AND OTHER DISTRIBUTIONS. Unless and until an Event of 

Default shall have occurred and be continuing, all cash dividends, interest and principal or other amounts 

payable in respect of the Pledged Equity Interests shall be paid to the Pledgors in accordance with the 

related certificate of incorporation, by-laws, certificate of formation, or operating agreement (or 
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equivalent thereof), as the case may be. On and after the date on which an Event of Default shall have 

occurred and be continuing, all such amounts shall be paid to and shall be the collateral of the Pledgee 

under the Loan Documents. All dividends, distributions or other payments which are received by a 

Pledgor contrary to the provisions of this Section 5 or Section 9 shall be received in trust for the benefit of 

the Pledgee, shall be segregated from other property or funds of such Pledgor and shall be forthwith paid 

over to the Pledgee as collateral for the obligations of the Pledgor under the Loan Documents in the same 

form as so received (with any necessary endorsement). 

6. REPRESENTATION AND WARRANTIES OF THE PLEDGOR.

6.1. Representations and Warranties.

(a) Each Pledgor represents, warrants and covenants that: 

(i) it is the sole owner of the Pledged Equity Interests pledged by it hereunder, 

free and clear of all claims, mortgages, pledges, Liens, security interests and 

other encumbrances of any nature whatsoever (and no right or option to 

acquire the same exists in favor of any other person or entity), except for the 

assignment, pledge and security interest in favor of the Pledgee created or 

provided for herein or under any other Loan Document and Permitted Liens, 

and (except to the Pledgee hereunder) such Pledgor agrees that, except as 

permitted by the Loan Agreement, it will not encumber or grant any security 

interest in or with respect to the Pledged Equity Interest or permit any of the 

foregoing;

(ii) no options, warrants or other agreements with respect to the Collateral owned 

by such Pledgor are outstanding; 

(iii) except for Excluded Collateral, the Pledged Equity Interests pledged by such 

Pledgor hereunder, represent all of the shares of capital stock and equity 

interests of the Issuing Entities owned by such Pledgor; 

(iv) to the knowledge of such Pledgor, all of the Pledged Equity Interests owned 

by it have been duly and validly issued, are fully paid and non-assessable; 

and

(v) the pledge and collateral assignment to the Pledgee of the Pledged Equity 

Interests by such Pledgor pursuant to this Agreement, together with the 

delivery in the State of New York by such Pledgor to the Pledgee of all 

certificated Pledged Equity Interests together with related stock powers with 

respect thereto in blank, and the filing of Uniform Commercial Code 

financing statements in the applicable filing jurisdiction set forth on Annex 

A, will create a valid and perfected first priority Lien in the Collateral, and 

the proceeds thereof, subject to no other Lien or to any agreement purporting 

to grant to any third party a Lien on the property or assets of such Pledgor 

which would include the Collateral other than a Permitted Lien allowable 

under the Loan Agreement. 

7. FURTHER ASSURANCES; POWER-OF-ATTORNEY.
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7.1. Each Pledgor agrees that it will cooperate with the Pledgee in filing and refiling 

under the Uniform Commercial Code such financing statements, continuation statements and other 

documents in such filing offices in any Uniform Commercial Code jurisdiction as may reasonably be 

necessary or advisable and wherever required or advisable by law in order to perfect and preserve the 

Pledgee’s first priority security interest in the Collateral hereunder and hereby authorizes the Pledgee to 

file financing statements and amendments thereto relative to all or any part of the Collateral, and agrees to 

do such further acts and things and to execute and deliver to the Pledgee such additional conveyances,

assignments, agreements and instruments as the Pledgee may reasonably require or reasonably deem 

advisable to carry into effect the purposes of this Agreement or to further assure and confirm unto the 

Pledgee their rights, powers and remedies hereunder or thereunder. 

7.2. Each Pledgor hereby constitutes and irrevocably appoints the Pledgee as its true 

and lawful attorney-in-fact, with full authority in the place and stead of such Pledgor and in the name of 

such Pledgor or otherwise, at any time and from time to time after an Event of Default shall have occurred 

and be continuing, to (i) affix to any documents representing the Collateral, the stock powers delivered 

with respect thereto, (ii) transfer or cause the transfer of the Collateral, or any part thereof, on the books 

of the Issuing Entity, to the name of the Pledgee or any nominee, (iii) exercise with respect to such 

Collateral, all the rights, powers and remedies of an owner, and (iv) take any action and execute any 

instrument which the Pledgee may deem necessary or advisable to accomplish the purposes of this 

Agreement, which such Pledgor is required to do hereunder but has failed to do within the required time 

frames hereunder. The power of attorney granted pursuant to this Section 7.2(b) and all authority hereby 

conferred are granted and conferred solely to protect the Pledgee’s interest in the Collateral and shall not 

impose any duty upon the Pledgee to exercise any power. This power of attorney shall be irrevocable as

one coupled with an interest until the Maturity Date. 

8. TRANSFER BY THE PLEDGOR. No Pledgor will sell or otherwise dispose 

of, grant any option with respect to, or mortgage, pledge or otherwise encumber any of the Collateral 

except in accordance with the terms of this Agreement and the Loan Documents or as may otherwise be 

agreed to in writing by the Pledgee. 

9. REMEDIES; PRIVATE SALE.

9.1. Remedies. During the period during which an Event of Default is continuing: 

(a) the Pledgee shall have all of the rights and remedies with respect to the Pledged 

Equity Interests of a secured party under the Uniform Commercial Code and such additional rights and 

remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights 

and remedies hereunder may be asserted (including, without limitation, the right, to the maximum extent 

permitted by law, to exercise all voting, consensual and other powers of ownership pertaining to the 

Pledged Equity Interests as if the Pledgee was the sole and absolute owner thereof (and the Pledgors agree 

to take all such action as may be appropriate to give effect to such right)); 

(b) the Pledgee may make any reasonable compromise or settlement deemed 

desirable with respect to any of the Pledged Equity Interests and may extend the time of payment, arrange 

for payment in installments, or otherwise modify the terms of, any of the Pledged Equity Interests; 

(c) the Pledgee may, in its name or in the name of related Pledgor or otherwise, 

demand, sue for, collect or receive any money or property at any time payable or receivable on account

of, or in exchange for, any of the Pledged Equity Interests, but shall be under no obligation to do so; 
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(d) the Pledgee may, with respect to the Pledged Equity Interests or any part thereof 

which shall then be or shall thereafter come into the possession, custody or control of the Pledgee or any 

of its agents, sell, lease, assign or otherwise dispose of all or any part of such Pledged Equity Interests, at 

such place or places as the Pledgee deems best, and for cash or for credit or for future delivery (without 

thereby assuming any credit risk), at public or private sale, without demand of performance or notice of 

intention to effect any such disposition or of the time or place thereof (except such notice as is required 

above or by applicable statute and cannot be waived), and any Person may be the purchaser, lessee, 

assignee or recipient of any or all of the Pledged Equity Interests so disposed of at any public sale (or, to 

the extent permitted by law, at any private sale) and thereafter hold the same absolutely free from any 

claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of 

any Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. 

The Pledgee may, without notice or publication, adjourn any public or private sale or cause the same to be 

adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may 

be made at any time or place to which the sale may be so adjourned; 

(e) the Pledgee shall have the right to receive any and all cash dividends, payments 

or other Proceeds paid in respect of the Pledged Equity Interests and make application thereof to the 

Obligations in such order as the Pledgee shall elect; and 

(f) any or all of the Pledged Equity Interests may be registered in the name of the 

Pledgee or its nominee, and the Pledgee or its nominee may thereafter exercise, (A) all voting, corporate 

or other organizational and other rights pertaining to such Pledged Equity Interests at any meeting of

shareholders of the relevant Issuing Entities or otherwise and (B) any and all rights of conversion, 

exchange and subscription and any other rights, privileges or options pertaining to such Pledged Equity 

Interests as if it were the absolute owner thereof (including, without limitation, the right to exchange at its 

discretion any and all of the Pledged Equity Interests upon the merger, consolidation, reorganization,

recapitalization or other fundamental change in the corporate or other organizational structure of any

Issuing Entity, or upon the exercise by any Pledgor or the Pledgee of any right, privilege or option 

pertaining to such Pledged Equity Interests, and in connection therewith, the right to deposit and deliver 

any and all of the Pledged Equity Interests with any committee, depositary, transfer agent, registrar or 

other designated agency upon such terms and conditions as the Lender may determine), all without 

liability except to account for property actually received by it, but the Lender shall have no duty to any 

Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so 

or delay in so doing. 

The Pledgors recognize that, by reason of certain prohibitions contained in the Securities 

Act of 1933, as amended (the “Securities Act”), and applicable state securities laws (to the extent not 

preempted), the Pledgee may be compelled, with respect to any sale of all or any part of the Pledged 

Equity Interests which constitutes a “security” under the Securities Act, to limit purchasers to those who 

will agree, among other things, to acquire such Pledged Equity Interests for their own account, for 

investment and not with a view to the distribution or resale thereof. The Pledgors acknowledge that any 

such private sale may be at prices and on terms less favorable to the Pledgee than those obtainable 

through a public sale without such restrictions, and, notwithstanding such circumstances, agrees that any 

such private sale shall be deemed to have been made in a commercially reasonable manner and that the 

Pledgee shall not have any obligation to engage in public sales and no obligation to delay the sale of any 

such Pledged Equity Interests for the period of time necessary to permit the respective issuer thereof to 

register it for public sale. 

9.2. Private Sale. The Pledgee shall not incur any liability as a result of the sale of the 

Pledged Equity Interests, or any part thereof, at any private sale pursuant to Section 9.1 of this Agreement 

conducted in good faith. Each Pledgor hereby waives any claims against the Pledgee by reason of the fact 
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that the price at which the Pledged Equity Interests may have been sold at such a private sale was less 

than the price which might have been obtained at a public sale or was less than the aggregate amount of 

any obligations. 

10. COVENANTS OF THE PLEDGOR.

(a) Each Pledgor covenants and agrees that it will take all reasonable steps to defend 

the right, title and interest of the Pledgee in and to the Collateral and the proceeds thereof against the 

claims and demands of all persons whomsoever; and each Pledgor covenants and agrees that it will have 

like title to and right to pledge any other property at any time hereafter pledged to the Pledgee as 

Collateral hereunder and will likewise take all reasonable steps to defend its rights thereto and interests 

therein.

(b) Each Pledgor covenants and agrees that it shall not (i) create, incur, assume or 

permit to exist any Lien or encumbrance on the Collateral (other than the Lien granted hereunder and 

Permitted Liens) and (ii) take any action which would have the effect of materially impairing the position 

or interests of the Pledgee hereunder except as expressly permitted by this Agreement. 

(c) Except as otherwise permitted under the Loan Agreement, without the prior 

written consent of the Pledgee, each Pledgor covenants and agrees that it will not (i) vote to enable, or 

take any other action to permit, any Issuing Entity to issue any stock or other equity securities or interests 

of any nature or to issue any other securities convertible into or granting the right to purchase or exchange 

for any stock or other equity securities or interests of any Issuing Entity or (ii) sell, assign, transfer, 

exchange or otherwise dispose of, or grant any option with respect to, the Pledged Equity Interests. 

(d) Each Pledgor covenants and agrees that it will cause its pledge hereunder to be 

noted conspicuously on its books and records. If any certificates or other instruments are issued to 

represent the Pledged Equity Interests, then the relevant Pledgor shall deliver or cause to be delivered to 

the Pledgee or its designee such certificates or other instruments. 

(e) No Pledgor will, nor will it permit any of the related Issuing Entities (for so long 

as all or a portion of its related Equity Interests constitute Collateral hereunder) to, without the prior 

written consent of the Pledgee, (i) enter into or permit to exist any arrangement or agreement (excluding 

the Loan Agreement and the other Loan Documents) which directly or indirectly prohibits such Pledgor 

or any of the related Issuing Entities from creating, assuming or incurring any Lien upon such Pledgor’s 

properties, revenues or assets whether now owned or hereafter acquired other than as permitted in the 

Loan Agreement, (ii) permit any Lien to exist on any of the Equity Interests of the related Issuing Entities 

(other than the Lien granted to the Pledgee hereunder and Permitted Liens), (iii) sell, transfer or otherwise 

dispose of any of the Equity Interests with respect to the Issuing Entities, regardless of whether such 

Equity Interests constitute Collateral hereunder, other than in a transaction permitted under the Loan

Agreement or (iv) except as otherwise set forth in the Loan Agreement, enter into any agreement, contract 

or arrangement (excluding the Loan Agreement and the other Loan Documents) restricting the ability of 

any Issuing Entity to pay or make dividends or distributions in cash or kind to the Pledgor or the Pledgee 

(to the extent the Pledgee is entitled hereunder to receive the payment of same), to make loans, advances 

or other payments of whatsoever nature to the Pledgor, or to make transfers or distributions of all or any 

part of its assets to the Pledgor or any Person owning or holding the Equity Interests with respect to such 

Issuing Entity; in each case other than (x) customary anti-assignment provisions contained in leases, 

permits, licensing agreements and other contracts entered into by the Pledgor or such Issuing Entity in the 

ordinary course of its business, (y) restrictions and conditions imposed by any laws, rules or regulations 

of any governmental authority, and (z) restrictions and conditions arising under the Loan Agreement and 

the other Loan Documents. 
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(f) Each Pledgor covenants and agrees that, throughout the term of the Loan 

Agreement, if and when any Equity Interests owned by such Pledgor shall cease to be Excluded 

Collateral, such Equity Interests shall be deemed at all times from and after the date hereof to constitute 

Collateral hereunder. 

(g) Each Pledgor covenants and agrees that the Pledged Equity Interests are “general 

intangibles” under Article 9 of the Uniform Commercial Code, and are not “securities” for purposes of 

Article 8 of the Uniform Commercial Code or “investment property” for purposes of Article 9 of the 

Uniform Commercial Code, and that it will not modify any organizational, operating or other agreements

to permit such equity interests to be governed by Article 8 of the Uniform Commercial Code without the

prior written consent of the Pledgee. 

(h) Each Pledgor covenants and agrees that it shall and shall cause each Issuing 

Entity to: 

(i) preserve and maintain its legal existence and all of its material rights, privileges, 

licenses and franchises; 

(ii) 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; 

(iii) keep adequate records and books of account, in which complete entries will be 

made in accordance with GAAP consistently applied, and maintain adequate 

accounts and reserves for all taxes (including income taxes), all depreciation, 

depletion, obsolescence and amortization of its properties, all contingencies, and all 

other reserves; 

(iv) not move its chief executive office or chief operating office from the addresses 

referred to in Schedule 6.10 of the Loan Agreement other than in strict compliance 

with the obligations set forth in Section 4.03 of the Loan Agreement; 

(v) pay and discharge all taxes, assessments and governmental charges or levies 

imposed on it or its income or profits or on any of its Property prior to the date on 

which penalties attach thereto, except for any such tax, assessment, charge or levy 

the payment of which is being contested in good faith and by proper proceedings 

and against which adequate reserves are being maintained. Each Pledgor and its 

Subsidiaries shall file on a timely basis all federal, and material state and local tax 

and information returns, reports and any other information statements or schedules 

required to be filed by or in respect of it where the failure to file would reasonably 

be expected to have a Material Adverse Effect; 

(vi) keep in full force and effect the provisions of its charter documents, by-laws, 

operating agreements or similar organizational documents; and 

(vii) keep in full force and effect all agreements and instruments by which it or any of its 

properties may be bound and all applicable decrees, orders and judgments, in each 

case in such manner that a Material Adverse Effect will not result. 
9 

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11. PLEDGOR’S OBLIGATIONS ABSOLUTE, ETC. Subject to Section 16, the 

obligations of each Pledgor under this Agreement shall be absolute and unconditional and shall remain in 

full force and effect without regard to, and shall not be released, suspended, discharged, terminated or 

otherwise affected by, any circumstance or occurrence whatsoever, including, without limitation: 

(a) any renewal, extension, amendment or modification of, or addition or supplement 

to or deletion from any of the Loan Documents, or any other instrument or agreement referred to therein, 

or any assignment or transfer of any thereof; 

(b) any waiver, consent, extension, indulgence or other action or inaction under or in 

respect of any such agreement or instrument or this Agreement; 

(c) any furnishing of any additional security to Pledgee or its assignee or any 

acceptance thereof or any release of any security by Pledgee or its assignee; 

(d) any limitation on any party’s liability or obligations under any such instrument or 

agreement or any invalidity or unenforceability, in whole or in part, of any such instrument or agreement 

or any term thereof; 

(e) any bankruptcy, insolvency, reorganization, composition, adjustment, 

dissolution, liquidation or other like proceeding relating to such Pledgor or any Affiliate of such Pledgor, 

or any action taken with respect to this Agreement by any trustee or receiver, or by any court, in any such 

proceeding, whether or not such Pledgor shall have notice or knowledge of any of the foregoing; or 

(f) any other circumstance which might otherwise constitute a defense available to, 

or a discharge of, the Pledgors in respect of its obligations hereunder or the Pledgors in respect of this 

Agreement or otherwise. 

12. NOTICES, ETC. Except as otherwise expressly permitted by this Agreement, 

all notices, requests and other communications provided for herein and under the other Loan Documents 

(including, without limitation, any modifications of, or waivers, requests or consents under, this 

Agreement) shall be given or made in writing (including, without limitation, by telecopy or Electronic

Transmission) delivered to the intended recipient at the “Address for Notices” specified (i) on the 

signatures pages hereof, beneath each party’s name, (ii) in Section 11.02 of Appendix A of the Loan 

Agreement or (iii) on Annex A attached hereto; or, as to any party, at such other address as shall be 

designated by such party in a written notice to each other party. Except as otherwise provided in this 

Agreement, all such communications shall be deemed to have been duly given when transmitted by 

telecopier or Electronic Transmission or personally delivered or, in the case of a mailed notice, upon

receipt, in each case given or addressed as aforesaid. 

13. WAIVER; AMENDMENT. None of the terms and conditions of this 

Agreement may be changed, waived, modified or varied in any manner whatsoever unless in writing duly 

signed by the Pledgee and the Pledgors. 

14. GOVERNING LAW. INSOFAR AS THERE MAY BE NO APPLICABLE 

FEDERAL LAW, THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH 

THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY RULE OF 

CONFLICTS OF LAW (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL 

OBLIGATIONS LAW) THAT WOULD RESULT IN THE APPLICATION OF THE 

SUBSTANTIVE LAW OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK. 
10 

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NOTHING IN THIS AGREEMENT SHALL REQUIRE ANY UNLAWFUL ACTION OR 

INACTION BY ANY PARTY.

15. WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND 

VENUE; SERVICE OF PROCESS. EACH PARTY HERETO HEREBY IRREVOCABLY AND 

UNCONDITIONALLY:

(A) SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION 

OR PROCEEDING RELATING TO THIS AGREEMENT AND THE OTHER LOAN 

DOCUMENTS, OR FOR RECOGNITION AND ENFORCEMENT OF ANY JUDGMENT IN 

RESPECT THEREOF, TO THE EXCLUSIVE GENERAL JURISDICTION OF ANY COURT OF 

THE STATE AND COUNTY OF NEW YORK, OR IN THE UNITED STATES DISTRICT 

COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; 

(B) CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE 

BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, 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; 

(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 FORM OF MAIL), POSTAGE 

PREPAID, TO ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES HEREOF 

BENEATH EACH PARTY’S NAME, OR IN SECTION 11.02 OF APPENDIX A OF THE LOAN 

AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE PLEDGEE SHALL HAVE 

BEEN NOTIFIED; AND 

(D) AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO 

EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR 

SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION. 

EACH PLEDGOR AND THE PLEDGEE HEREBY IRREVOCABLY WAIVES, 

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT 

TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO 

THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS 

CONTEMPLATED HEREBY OR THEREBY.

16. CONTINUING SECURITY INTEREST; RELEASE.

(a) This Agreement shall create a continuing security interest in the Collateral and 

shall (i) remain in full force and effect until the Obligations have matured and have been paid and 

satisfied in full, (ii) be binding upon and inure to the benefit of the Pledgors, each of the Pledgors’ 

executors, administrators, successors and assigns, and (iii) inure to the benefit of and be binding upon the 

Pledgee and its successors, transferees and assigns. Upon the payment and satisfaction in full of the 

Obligations, each Pledgor shall be entitled to the return, upon its request and at its expense, of such of the 

Collateral as shall not have been sold or otherwise applied pursuant to the terms hereof. 

(b) Upon termination of the Loan Agreement and repayment to the Lender of all 

Obligations and the performance of all obligations under the Loan Documents, the Pledgee shall release
11 

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its security interest in any remaining Collateral; provided that if any payment, or any part thereof, of any 

of the Obligations is rescinded or must otherwise be restored or returned by the Pledgee upon the 

insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result 

of the appointment of a receiver, intervenor or conservator of, or a trustee or similar officer for the 

Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the 

Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made. 

(c) Provided that no Default or Event of Default shall then exist, the Lender shall, in 

connection with any Disposition of any Collateral permitted under the Loan Agreement (other than 

dispositions of Facility Collateral between and among Loan Parties and Pledged Entities), release from

the Lien of the Loan Documents of the portion of the Collateral Disposed of, upon the applicable Loan 

Parties’ satisfaction of the conditions set forth in the Loan Agreement. 

17. MISCELLANEOUS. The headings of the several sections and subsections in 

this Agreement are for purposes of reference only and shall not limit or define the meaning hereof. This 

Agreement may be executed in any number of counterparts, each of which shall be an original, but all of 

which together shall constitute one instrument. In the event that any provision of this Agreement shall 

prove to be invalid or unenforceable, such provision shall be deemed to be severable from the other 

provisions of this Agreement which shall remain binding on all parties hereto. 

18. [Reserved].

19. JOINT AND SEVERAL LIABILITY. Each Pledgor hereby acknowledges and 

agrees that the Pledgors are jointly and severally liable to the Lender for all representations, warranties, 

covenants, obligations and liabilities of each Pledgor hereunder and under the Loan Documents. Each 

Pledgor hereby further acknowledges and agrees that (a) any Event of Default or any default, or breach of 

a representation, warranty or covenant by any Pledgor hereunder or under any Loan Document is hereby 

considered a default or breach by each Pledgor, as applicable, and (b) the Lender shall have no obligation 

to proceed against one Pledgor before proceeding against the other Pledgors. Each Pledgor hereby waives 

any defense to its obligations under this Agreement based upon or arising out of the disability or other 

defense or cessation of liability of one Pledgor versus the other. A Pledgor’s subrogation claim arising 

from payments to the Lender shall constitute a capital investment in the other Pledgor subordinated to any 

claims of the Lender and equal to a ratable share of the equity interests in such Pledgor. 

[remainder of page intentionally left blank; signature page follows]
EXECUTION VERSION 

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1

APPENDIX A

SUPPLEMENT TO LOAN AND SECURITY AGREEMENT 

This Appendix A forms a part of the Loan and Security Agreement dated as of December 

31, 2008 (the “Loan Agreement”) among BORROWER (as defined below) and the UNITED 

STATES DEPARTMENT OF THE TREASURY, as lender (“Lender”). This Appendix A sets 

forth certain terms and conditions governing the transactions described in the Loan Agreement. 

Capitalized terms used but not defined in this Appendix A shall have the meanings ascribed to 

them in the Loan Agreement. 

SECTION 1. DEFINITIONS AND ACCOUNTING MATTERS.

1.01 Certain Defined Terms. 

Terms used in this Appendix A, but not herein defined shall have the meanings ascribed 

thereto in the Loan Agreement or the meanings set forth below: 

“Borrower” shall mean General Motors Corporation, a Delaware corporation. 

“Effective Date” shall mean December 31, 2008. 

“Excluded Collateral” shall include the following: 

(xii) any Property securing the GMAC Rights Facility. 

“Excluded Subsidiary” shall mean the Subsidiaries identified on Schedule 6.29 

and any of the following, to the extent they become Subsidiaries after the Effective Date, (i) any 

Securitization Subsidiary; (ii) any Financing Subsidiary; (iii) any Subsidiary that owns a 

manufacturing plant or facility which is located within the continental United States; (iv) any 

Insurance Subsidiary; and (v) any Subsidiary (and any parent or holding company thereof) that is 

primarily engaged in the investment management business or that is regulated by the Office of the 

Comptroller of the Currency. 

“Expiration Date” shall mean December 30, 2011 at 5:00 p.m. (Washington, 

D.C. time). 

“Facility Account” shall mean the Loan Parties’ cash management accounts. 

“Financing Subsidiary” shall mean any Subsidiary that is primarily engaged in 

financing activities (other than lease and purchase financing provided by such Subsidiary to 

dealers and consumers), including (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), and (b) lease transactions (including synthetic 

lease transactions and sale and leaseback transactions). 

“Funding Date” shall mean the date on which the Lender funds an Advance in 

accordance with the terms hereof, which shall be either the Effective Date, the Second Draw 

Date, or the Third Draw Date. 

“GMAC” shall mean GMAC LLC and its Subsidiaries. 
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2

“GMAC Reorganization” shall mean 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 made 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 Borrower’s Equity Interests in GMAC to one or more trusts, and (ii) the 

Disposition of all or any portion of such Equity Interests by any trustee of any such trust. 

“GMAC Rights Facility” shall mean that certain loan facility under which the 

Lender shall make available to the Borrower up to $1 billion for use by the Borrower to purchase 

equity interests in GMAC in connection with a rights offering by GMAC, and under which 

the obligations shall be secured by first-priority liens on the GMAC equity to be issued to the 

Borrower in such rights offering, together with certain other GMAC equity now owned by the 

Borrower, and such other collateral as may be requested by the Lender and provided by the 

Borrower from time to time. 

 “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 and (ii) 

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

“Interest Payment Date” shall mean the last Business Day of each calendar 

quarter, commencing with the first calendar quarter in 2009. 

“Inventory Cash Collateral Account” shall mean a cash deposit account subject 

to an Account Control Agreement in which the Lender has a security interest. 

“Inventory Facility Collateral” shall mean Facility Collateral consisting of 

inventory (as defined in the Uniform Commercial Code) in which the Lender has a security 

interest. 

“Inventory Facility Collateral Reporting Date” shall mean the first Business Day 

following the 15th day of each calendar month. 

“Inventory Target Amount” shall mean, on any Inventory Test Date, 

$250,000,000 (which number may be revised at any time by the President’s Designee in his/her 

sole discretion, based on the Restructuring Plan Report and any other information that the 

President’s Designee deems relevant), less the amount of Mandatory Prepayments made in 

respect of Inventory Facility Collateral pursuant to Section 2.07(b) prior to such Inventory Test 

Date. 

“Inventory Test Date” shall mean the last day of each fiscal month in a fiscal 

year. 

“Inventory Value” shall mean, as of any date of determination, the book value of 

the Inventory Facility Collateral as reflected in the Borrower's management reports and disclosed 

to the Lender. 

“Junior Lien Facility Collateral” shall mean Facility Collateral in which the 

Lender has a Lien other than a first priority security interest. 
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3

“LIBOR Floor” shall mean 2.00%. 

“Loan Documents” shall include this Loan Agreement, the Note, the Equity 

Pledge Agreement, the Intellectual Property Pledge Agreement, the Guaranty, the Warrant 

Agreement, the Warrant, the Post-Closing Letter Agreement, each Account Control Agreement, 

each Mortgage, and the Environmental Indemnity. 

“Mandatory Prepayment” shall have the meaning set forth in Section 2.07(a) of 

this Appendix A. 

“Maximum Loan Amount” shall mean $13,400,000,000. 

“New VEBA” shall mean the new trust fund to be established pursuant to the 

Settlement Agreement. 

“Non-Inventory Current Asset Facility Collateral” shall mean Facility Collateral 

consisting of assets which are “current assets” (as identified on the Borrower’s Consolidated 

balance sheets), other than Inventory Facility Collateral, in which the Lender has a security 

interest. 

“Other Asset Facility Collateral” means Facility Collateral consisting of assets 

other than “current assets” (as identified on the Borrower’s Consolidated balance sheets) in which 

the Lender has a security interest. 

“Permitted Indebtedness” shall include the following: 

(xvii) Settlement Agreement Debt; 

(xviii) any Warrant Notes; and 

(xix) the Indebtedness incurred in connection with the GMAC Rights Facility. 

“Permitted Investors” shall mean the New VEBA and any other trust fund 

established pursuant to the Settlement Agreement (and any trustee, Affiliate or Subsidiary of the 

New VEBA or such other trust fund). 

 “Permitted Investments” shall include the following: 

 (iv) prior to the Certification Deadline, pursuant to the schedules of such 

Investments that has been preliminarily approved by the President’s Designee prior to the 

Effective Date (which shall include Investments pursuant to Existing Agreements), which are 

scheduled to be fulfilled prior to March 31, 2009, provided that, the President’s Designee shall 

have the right to further review and, at any time revoke approval of, any such Investment if the 

President’s Designee determines that it would be inconsistent with the objective of this Loan 

Agreement; 

 (v) any Investment existing on the Effective Date (including under the 

Settlement Agreement) or made pursuant to binding commitments in effect on the Effective Date 

or an investment consisting of any extension, modification or renewal of any Investment existing 

on the Effective Date; provided that the amount of any such Investment is not increased through 

such extension, modification or renewal; 
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4

 (xxii) the Investment made in connection with the GMAC Rights Facility; and 

 (xxiii) Investments in connection with the GMAC Reorganization. 

“Permitted Liens” shall include the following: 

(xxii) Liens incurred in connection with the GMAC Rights Facility; and 

(xxiii) Liens incurred pursuant to the Settlement Agreement and the Settlement 

Agreement Debt. 

 “Prepayment Event” shall mean the occurrence of any of the following events: 

(i) the Disposition of any Inventory Facility Collateral; or 

(ii) the Disposition of any Non-Inventory Current Asset Facility Collateral 

other than in the ordinary course of business; or 

(iii) the Disposition of any Other Asset Facility Collateral; or 

(iv) the incurrence by any Loan Party of any Indebtedness (other than the 

incurrence of Indebtedness that constitutes Permitted Indebtedness) or any equity or other 

capital raises (other than (x) contributions of indemnity payments received by the 

Borrower and required to be applied to satisfy (or reimburse a payment made in respect 

of) obligations and liabilities of the Borrower or any of its Subsidiaries or (y) the 

proceeds of the Advances), either public or private, whether in connection with a primary 

securities offering, a business combination of any kind, or otherwise; or 

(v) the Disposition of any unencumbered assets of the Borrower other than 

in the ordinary course of business (including aircraft divestments); or 

(vi) the Disposition of Junior Lien Facility Collateral whose proceeds are 

used to repay debt secured by Senior Liens on such Facility Collateral 

“Relevant Companies” shall mean the Borrower. 

“Second Draw Date” shall mean January 16, 2009. 

“Securitization Subsidiary” shall mean any Subsidiary formed for the purpose of, 

and that engages in one or more receivables or securitization financing facilities and other 

activities reasonably related thereto. 

“Settlement Agreement” shall mean that Settlement Agreement, dated February 

21, 2008 (as amended, modified or otherwise supplemented on or prior to the Effective Date), 

between the Borrower, the International Union, United Automobile, Aerospace and Agricultural 

Implement Workers of America, and certain class representatives, on behalf of the class of 

plaintiffs in (1) the class action of Int’l Union, UAW, et. al. v. General Motors Corp., Civil Action 

No. 07-14074 (E.D. Mich. filed Sept. 9, 2007) and/or (2) the class action of UAW et al. v. 

General Motors Corp., No. 05-CV-73991, 2006 WL 891151 (E.D. Mich. Mar. 31, 2006, aff’d, 

Int’l Union, UAW v. General Motors Corp., 497 F.3d 615 (6th Cir. 2007)) and the transactions, 

agreements or arrangements contemplated thereby or by similar agreements. 
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5

 “Settlement Agreement Debt” shall mean Indebtedness of the Borrower incurred 

or to be incurred pursuant to the terms of the Settlement Agreement as in effect on the Effective 

Date (including the Borrower’s 6.75% Series U Convertible Senior Debentures due December 31, 

2012 and the Borrower’s $4,015,187,871 Short Term Note, dated February 21, 2008, payable to 

the order of LBK, LLC) or similar debt issued pursuant to any Settlement Agreement. 

“Spread Amount” shall mean 3.00%. 

“Third Draw Date” shall mean February 17, 2009. 

“VEBA Modifications” shall mean that not less than one-half of the value of 

each future payment or contribution made by the Borrower and its Subsidiaries or any of them to 

the VEBA account (or similar account) pursuant to the Settlement Agreement in place as of 

December 31, 2008, shall be made in the form of the stock of the Borrower or one of its 

Subsidiaries, and that the total value of any such payment or contribution, shall not exceed the 

amount of any such payment or contribution that was required for such time period under the 

Settlement Agreement in place as of December 31, 2008. 

 “Warrant” shall mean that certain Warrant to Purchase Common Stock, dated as 

of December 31, 2008, issued by the Borrower in favor of the Lender. 

“Warrant Agreement” shall mean the Warrant Agreement, dated as December 31, 

2008, by and between the Borrower and the Lender. 

“Warrant Note” shall mean the Borrower’s note dated December 31 2008, 

delivered pursuant to the Warrant Agreement. 

1.02 Interpretation. 

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 does 

not increase beyond the amount owned immediately following the consummation of the 

transactions contemplated by the GMAC Reorganization and the GMAC Rights Facility. 

SECTION 2. ADVANCES, NOTE AND PAYMENTS. 

2.01 Advances.

(b)(i) The Advance made on the Effective Date shall be in an amount equal to 

$4,000,000,000. 

(ii) The Advance made on the Second Draw Date shall be in an amount 

equal to $5,400,000,000. 

(iii) The Advance made on the Third Draw Date shall be in an amount equal 

to $4,000,000,000; provided, that notwithstanding anything to the contrary herein, the 

Lender’s obligation to make such Advance is conditioned on either (x) the Secretary of 

the Treasury’s authority to purchase additional Troubled Assets being increased as set 

forth in Section 115(a)(3) of EESA or (y) the availability to the Secretary of the Treasury 

of other funding for financial assistance to the automotive industry under Applicable 

Law. 
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6

2.03 Procedure for Borrowing. 

 (b) Borrower’s Wire Instructions for Advances: 

Bank: JP Morgan Chase 

ABA No.: 021000021 

Beneficiary: General Motors Corporation 

Account No.: ██████████████

Section 2.07 is hereby replaced in its entirety as follows: 

2.07 Mandatory Prepayments. 

(a) In the event and on each occasion that any Net Proceeds are received by or on 

behalf of any Loan Party in respect of any Prepayment Event, the Borrower shall, within one (1) 

Business Day after such Net Proceeds are received by the applicable Loan Party, prepay the 

Advances, in an aggregate amount equal to 100% of such Net Proceeds (a “Mandatory 

Prepayment”). 

(b) Notwithstanding the foregoing provisions of paragraph (a) above: 

 (i) with respect to Prepayment Events resulting from the Disposition of any 

Inventory Facility Collateral, no prepayment of Advances shall be required prior to the next 

Inventory Facility Collateral Reporting Date. If on such Inventory Facility Collateral Reporting 

Date the aggregate of (x) the Inventory Value as of the immediately preceding Inventory Test 

Date, plus (y) any amounts on deposit in the Inventory Collateral Deposit Account on the 

Inventory Facility Collateral Reporting Date, is less than the then Inventory Target Amount, 

then (unless the President’s Designee determines otherwise) an amount equal to such shortfall 

(the “Collateral Shortfall Amount”) will either, at the Borrower’s discretion, be (i) applied by the 

Borrower as a Mandatory Prepayment or (ii) deposited by the Borrower into the Inventory Cash 

Collateral Account. So long as no Event of Default is continuing at the time, the Borrower will 

be entitled to withdraw funds from the Inventory Collateral Deposit Account on any Inventory 

Facility Collateral Reporting Date to the extent the aggregate of (x) the Inventory Value on such 

Inventory Facility Collateral Reporting Date plus (y) the amount that will remain on deposit in 

the Inventory Collateral Deposit Account after giving effect to such withdrawal, exceeds the 

then Inventory Target Amount; 

 (ii) with respect to Prepayment Events resulting from the Disposition of any 

Non-Inventory Current Asset Facility Collateral other than in the ordinary course of business 

(and other than as provided in clause (v) below), Mandatory Prepayment of the Net Proceeds 

shall be required to the extent the aggregate Net Proceeds from all such Prepayment Events 

under this clause (ii) equal or exceed $10,000,000 in any fiscal year; 

 (iii) with respect to Prepayment Events resulting from the Disposition of any 

Other Asset Facility Collateral, Mandatory Prepayment of the Net Proceeds shall be required to 

the extent the aggregate Net Proceeds from such Prepayment Events under this clause (iii) equal 

or exceed $50,000,000 in any fiscal year, provided, however, that no Mandatory Prepayment 

shall be required in respect of an individual Disposition of any Other Asset Facility Collateral if 

the Net Proceeds from any such individual Disposition does not exceed $1,000,000; 
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7

 (iv) with respect to Prepayment Events resulting from the incurrence by any 

Loan Party of any Indebtedness or any equity or other capital raises, as provided in clause (iv) of 

the definition of Prepayment Event, Mandatory Prepayment of the Net Proceeds shall be 

required to the extent the aggregate Net Proceeds from such Prepayment Events under this 

clause (iv) equal or exceed $50,000,000 in any fiscal year; 

 (v) with respect to Prepayment Events resulting from the Borrower’s sale of 

any of Hummer, AC Delco, Saab, Saturn, ███████, or the Strasbourg, France facility, 

Mandatory Prepayment of the Net Proceeds shall be required except to the extent the President’s 

Designee determines that such Net Proceeds may be retained by the Borrower for the purpose of 

implementing its Restructuring Plan; and 

 (vi) with respect to Prepayment Events resulting from the Disposition of 

Junior Lien Facility Collateral, Mandatory Prepayment of the Net Proceeds shall be required. 

(c) Unless and until all Advances have been paid in full and all other Obligations 

have been satisfied, the Lender shall only be required to release (and shall release) its Lien on 

Facility Collateral in connection with Dispositions (x) of Facility Collateral as to which the 

Disposition thereof requires a Mandatory Prepayment, and such Mandatory Prepayment is 

received by the Lender, or (y) or Facility Collateral as to which the Disposition thereof does not 

require any Mandatory Prepayment at the time of such Disposition. 

2.09 Use of Proceeds 

The Borrower shall utilize the proceeds from the Advances for general corporate 

and working capital purposes; provided, that the Borrower shall not prepay Indebtedness without 

the prior written consent of the Lender. The Advances made hereunder are not and shall not be 

construed as an extension of United States Government Federal funding associated with any 

specific project. 

SECTION 3. PAYMENTS; COMPUTATIONS; TAXES.

3.01. Payments. 

All payments should be made to the following account maintained by the Lender: 

Bank: The Bank of New York Mellon 

ABA No.: 021000018 

Beneficiary: For credit to ████

Account No.: ██████████████

Account Name: Auto Program Account 

Reference: ██████████████

SECTION 4. COLLATERAL SECURITY. 

 4.12 Partial Release of Facility Collateral.

 (b) A wire transfer need not be effectuated in the event of the Disposition of 

Facility Collateral in connection with the GMAC Reorganization unless and until the proceeds 

are remitted to the Borrower. 
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8

SECTION 5. CONDITIONS PRECEDENT. 

5.01. Conditions Precedent to Initial Advance. 

(w) GMAC Consents. The Common Holders of the Class A Membership 

Interests of GMAC LLC and holders of the Class C Membership Interests of GMAC LLC shall 

have consented in writing to the pledge to Lender of the Class B Membership Interests and the 

Preferred Membership Interests pursuant to the Loan Documents; 

(x) Warrant Agreement. As additional consideration for the Lender to enter 

into this Loan Agreement and the GMAC Rights Facility, the Borrower and the Lender shall enter 

into the Warrant Agreement and the Borrower shall issue the Warrant to the Lender in accordance 

with the terms of such Warrant Agreement. 

The following shall be added as a new Section 5.03 to the Loan Agreement:

5.03. Conditions Precedent to Subsequent Advances. 

The making of any Advance to the Borrower after the Effective Date is subject to the 

following further conditions precedent both immediately prior to the making of such Advance 

and also after giving effect thereto and to the intended use thereof:

(a) on or prior to the Second Draw Date, the applicable Loan Parties shall 

have used commercially reasonable efforts to obtain from the Senior Lenders all necessary 

waivers, amendments, approvals, and consents to the pledge of the inventory of the Loan Parties 

to the Lender; and 

(b) on or prior to the Second Draw Date, the Loan Parties shall have 

provided to the Lender a schedule of all existing material Indebtedness (x) of any of Subsidiary of 

a Loan Party that is not itself a Loan Party, or (y) that is intercompany Indebtedness. 

SECTION 6. REPRESENTATIONS AND WARRANTIES. 

6.02. Financial Condition. 

The Borrower has heretofore furnished to the Lender a copy of its audited Consolidated 

balance sheets as at December 31, 2007, with the opinion thereon of an independent auditor, a 

copy of which has been provided to the Lender. The Borrower has also heretofore furnished to 

the Lender the related Consolidated statements of income and retained earnings and of cash 

flows for the Borrower and its Consolidated Subsidiaries for its most recent fiscal year, setting 

forth in comparative form the same information for the previous year. All such financial 

statements are materially complete and correct and fairly present the Consolidated financial 

condition of the Borrower and its Consolidated Subsidiaries and the Consolidated results of their 

operations for the fiscal year ended on said date, all in accordance with GAAP applied on a 

consistent basis. There are no liabilities, contingent or otherwise, as of the Effective Date, 

known to any Loan Party and not disclosed in the most recently publicly filed financial 

statements or in the footnotes thereto (or as otherwise disclosed to the Lender prior to the 

Effective Date), that involve a material amount. 
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9

6.04 No Breach. 

The Loan Parties shall not be deemed to be in breach of Section 6.04, clauses (a)(iv) and 

(b) to the extent that any intercompany agreements that are Existing Agreements do not satisfy 

the criteria of clause (iv) of the definition of Permitted Investments.

6.13 Existing Agreements. 

Set forth on Schedule 6.13 is a complete and accurate list as of the date hereof of all

Existing Agreements of the Loan Parties filed by, or incorporated in, the Borrower’s 2008 SEC 

filings. 

6.14 ERISA. 

Any Benefit Plan which is intended to be a tax-qualified plan of any Loan Party has 

received a favorable determination letter and such Loan Party does not know of any reason why 

such letter should be revoked. The Loan Parties and each of their respective ERISA Affiliates are 

in material compliance with the applicable provisions of ERISA and the Code and the regulations 

and published interpretations thereunder. (a) As of December 31, 2007, no ERISA Event has 

occurred that could reasonably be expected to result in liability to any Loan Party or any ERISA 

Affiliate in excess of $2,000,000,000, (b) as of the Effective Date, no ERISA Event other than a 

determination that a Plan is “at risk” (within the meaning of Section 302 of ERISA) has occurred 

or is reasonably likely to occur that could reasonably be expected to result in liability to any Loan 

Party or ERISA Affiliate in excess of $2,000,000,000, (c) as of December 31, 2007, the present 

value of all benefit liabilities under each Plan (based on the assumptions used for purposes of 

Statement of Financial Accounting Standards No. 87) did not, as of December 31, 2007, exceed 

the fair market value of the assets of such Plan, and 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, as of December 31, 2007, exceed the fair market value of 

the assets of all such underfunded Plans, (d) as of December 31, 2007, the Loan Parties do not 

have post-retirement medical liability in excess of $60,000,000,000 based on the actuarial 

assumptions set forth in the Loan Party's financial statements under GAAP as of December 31, 

2007, and (e) as of the Effective Date, there is not, and there is not reasonably expected to be, any 

withdrawal liability from, or any obligation or liability (direct or indirect) with respect to, any 

Multiemployer Plan. The representations set forth in the preceding two sentences of this section 

6.14 shall continue to be true and correct on each day that an Advance is outstanding pursuant to 

the Loan Agreement except to the extent that any such change or failure when aggregated with all 

other changes or failures in the preceding two sentences of this section 6.14, would not be 

reasonably expected to result in a Material Adverse Effect. There are no Plans or other 

arrangements which would result in the payment to any employee, former employee, individual 

consultant or director of any amounts or benefits upon the consummation of the transactions 

contemplated herein or the exercise of the Lender of any right or remedy contemplated herein. 

Assets of the Loan Parties or any ERISA Affiliate are not “plan assets” within the meaning of the 

DOL Regulation Section 2510.3-101 as amended by section 3(42) of ERISA. 

6.15 Expense Policy. 

The Borrower has commenced steps necessary to ensure that (a) the Expense Policy 

conforms to the requirements set forth herein and (b) the Borrower and its Subsidiaries are in 

compliance with the Expense Policy. 
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10

 6.26 Intellectual Property. 

The following shall be appended to the end of Section 6.26(a): 

(a) Notwithstanding the foregoing, in lieu of the obligation to schedule all 

Intellectual Property owned by each Loan Party that is material to the conduct of the business of 

such Loan Party, Schedule 6.26 hereto sets forth a true and complete list as of the date hereof of 

all Copyright registrations and applications, Patent applications and issued Patents, and 

Trademark registrations, Trademark applications, and domain name registrations included in the 

Trademarks, in each case owned by each Loan Party and material to the conduct of the business 

of such Loan Party, and any of the following Licenses that have been identified by the Borrower 

as of the date hereof subject to and in accordance with the Post-Closing Letter: (i) any Licenses 

listed on Section II of Schedule 6.26 as of the Effective Date, (ii) any Licenses pursuant to which 

any Loan Party licenses in Intellectual Property in the absence of which such Loan Party could 

not manufacture any of its currently manufactured vehicle models and as to which there are no 

alternatives for such licensed Intellectual Property available on commercially reasonable 

terms, and (iii) any Licenses pursuant to which any Loan Party licenses Intellectual Property out 

to a third party where the remaining royalties due and payable to such Loan Party thereunder are 

in excess of one million U.S. dollars (US$1,000,000) annually. 

The last sentence of Section 6.26(b) is hereby deleted and of no force or effect. 

 6.29 Excluded Collateral. 

Notwithstanding the requirements of Section 6.29, Schedule 6.29 sets forth a 

complete and accurate list of all (i) domestic Joint Ventures and Domestic Subsidiaries that 

comprise Excluded Collateral and (ii) all “first tier” foreign Joint Ventures and Controlled 

Foreign Subsidiaries that are owned by the Borrower or any of its Domestic Subsidiaries that 

comprise Excluded Collateral. 

SECTION 7. AFFIRMATIVE AND FINANCIAL COVENANTS OF THE LOAN 

PARTIES. 

 7.01 Financial Statements. 

(a) In lieu of delivering monthly Consolidated balance sheets and statements 

of income and retained earnings for the Borrower and its Consolidated Subsidiaries, the Borrower 

shall deliver, within fifteen (15) days following the end of each calendar month, Consolidated 

monthly management reports prepared by the Borrower with respect to the Borrower and its 

Consolidated Subsidiaries. The management reports shall be certified to in the monthly 

certificate delivered by the Borrower as provided in the last paragraph of Section 7.01. 

 7.02 Reporting Requirements. 

(i) The 13-week rolling cash forecast for each Loan Party and its 

Subsidiaries referenced in Section 7.02(i) in the Loan Agreement shall be comprised of, and shall 

set forth separately and with specific detail, the cash forecast for each of the four regions of the 

Borrower’s and its Subsidiaries’ operations: North America, Asia-Pacific, Europe and Middle 

East/Latin America. 
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11

(j) Until such time as the Lender shall require otherwise, the liquidity status 

report referenced in Section 7.02(j) in the Loan Agreement shall set forth the required 

information as to the Subsidiaries on a Borrower Consolidated basis only. 

(k) The requirement to deliver the certification referenced in Section 7.02(k) 

in the Loan Agreement, shall commence with the calendar month ending January 31, 2009, and 

may be qualified as to the best of such Responsible Person’s knowledge after due inquiry and 

investigation. 

 7.17 Executive Privileges and Compensation. 

From the Effective Date until the latest to occur of (i) the termination of the Loan 

Agreement and satisfaction of all Obligations thereunder, (ii) such time as the Lender ceases to 

own any Equity Interests of the Borrower acquired under any Loan Documents (including any 

Warrants and underlying Equity Interests acquired by the Lender upon exercise thereof), and (iii) 

the termination of the Warrant Agreement, the Borrower shall comply with the provisions of 

Section 7.17. Section 7.17 shall survive termination of the Loan Agreement and satisfaction of 

all Obligations thereunder. 

 7.19 Restrictions on Expenses.

(a) The Loan Parties and the Relevant Companies shall only be required to 

comply with the provisions of Section 7.19 from and after the Second Draw Date. 

 7.24 Cash Management. 

 In lieu of the requirements of Section 7.24 in the Loan Agreement, by no later than the 

Second Draw Date, the Borrower shall to submit to the Lender and/or its advisors a cash 

management plan, in form and substance acceptable to the Lender, which shall set forth, in detail, 

the Borrower’s cash collection, investment and disbursement plan on a company-wide basis. 

SECTION 8. NEGATIVE COVENANTS OF THE LOAN PARTIES. 

 8.03 Transactions with Affiliates. 

 Irrespective of whether such transactions comply with the provisions of Section 8.03 as 

set forth in the Loan Agreement, but subject to the other restrictions set forth elsewhere in the 

Loan Agreement, the Loan Parties shall be permitted to transact business in the ordinary course 

with (a) the Joint Ventures in which the Loan Parties or their Subsidiaries participate, and (b) 

Delphi Corporation. 

 8.05 Limitation on Distributions. 

(vi) including any Settlement Agreement Debt, 

 8.09 Limitation on Negative Pledge Clauses. 

 The agreements excepted from the restrictions of Section 8.09 shall include customary 

negative pledge clauses in agreements providing refinancing Indebtedness or permitted unsecured 

Indebtedness. 
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12

 8.11 Limitations on Investments. 

In the event the Borrower receives notification from any counterparty to a funding 

commitment of the kind referenced in clause (iv) of the definition of Permitted Investments which 

has been approved on a preliminary basis requesting funding pursuant thereto, Borrower shall 

notify the Lender and the President's Designee within two (2) Business Days of the receipt 

thereof, and shall not make any payment thereunder prior to the twentieth (20th) day thereafter 

(or such shorter time as the President's Designee shall approve). 

8.15 Restrictions on Pension Plans.

From the Effective Date until the latest to occur of (i) the termination of the Loan 

Agreement and satisfaction of all Obligations thereunder, (ii) such time as the Lender ceases to 

own any Equity Interests of the Borrower acquired under any Loan Documents (including any 

Warrants and underlying Equity Interests acquired by the Lender upon exercise thereof), and (iii) 

the termination of the Warrant Agreement, the Borrower shall comply with the provisions of 

Section 8.15. Section 8.15 shall survive termination of the Loan Agreement and satisfaction of 

all Obligations thereunder. 

SECTION 9. EVENTS OF DEFAULT; TERMINATION EVENTS. 

9.01 Events of Default.

(u) the failure of the Borrower to comply with any of the terms and 

provisions of the Warrant Agreement or the Warrant. 

SECTION 11. MISCELLANEOUS. 

 11.02 Notices. 

Lender: 

The United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: Assistant General Counsel (Banking and Finance) 

Facsimile: (202) 622-1974 

Borrower: 

General Motors Corporation 

300 Renaissance Center 

Detroit, Michigan 48265-3000 

Attention: Chief Financial Officer 

Facsimile: 313-667-4605 

 with copies to: 

Attention: Treasurer 

Facsimile: 212-418-3630 

 and 
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13

Attention: General Counsel 

Facsimile: 248-267-4584 

11.16 Periodic Due Diligence Review. 

 Until the later to occur of (i) the termination of the Loan Agreement and satisfaction of 

all Obligations thereunder, and (ii) the date on which the Lender holds either the Warrant or 

Equity Interests in the Borrower having an aggregate liquidation value of less than 10% of the 

Warrant exercise price (assuming the Warrant is exercised in full), the Loan Parties shall comply 

with the provisions of Section 11.16. Section 11.16 shall survive termination of the Loan 

Agreement and satisfaction of all Obligations thereunder. 





SCHEDULE A 

Item 1 

Name: General Motors Corporation

Corporate or other organizational form: Corporation

Jurisdiction of organization: Delaware

Item 2 

Exercise Price: $█████

Item 3

Issue Date: December 31, 2008 

Item 4

Amount of last dividend declared prior to the Issue Date: $0.25 per share

Item 5

Date of the Warrant Agreement between the Company and the United States Department of the 

Treasury: December 31, 2008 

Item 6

Number of shares of Common Stock: 122,035,597 

Item 7

Company’s address: 300 Renaissance Center 

Detroit, Michigan 48265-3000 

Attention: Chief Financial Officer 

Item 8

Notice information: General Motors Corporation 

300 Renaissance Center 

Detroit, Michigan 48265-3000 

Attention: Chief Financial Officer 

Facsimile: 313-667-4605 

with copies to: 

Attention: Treasurer 

Facsimile: 212-418-3630 

 and 

 General Counsel 

Facsimile: 248-267-4584 


















EXECUTION COPY 

10259291\V-5

AMENDMENT 

to 

LOAN AND SECURITY AGREEMENT 

dated as of December 31, 2008 

between 

GENERAL MOTORS CORPORATION 

and 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

This AMENDMENT (this “Amendment”) to the Loan and Security Agreement 

referenced below is entered into as of March 31, 2009, between GENERAL MOTORS 

CORPORATION, a Delaware corporation (the “Borrower”), and the UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”). 

R E C I T A L S: 

WHEREAS, the parties hereto have entered into that certain Loan and Security 

Agreement, dated as of December 31, 2008 as amended and modified by (i) that certain PostClosing Letter Agreement, by and among the Borrower, certain Subsidiaries of the Borrower and 

the Lender, dated as of December 31, 2008 (the “Post-Closing Letter Agreement”), (ii) that 

certain Notice of Borrowing and Post-Closing Matters Letter, from the Borrower to the Lender, 

dated as of January 21, 2009, (iii) that certain Consent and Waiver Number One, between the 

Borrower and the Lender, dated as of January 29, 2009, (iv) that certain Waiver, between the 

Borrower and the Lender, dated as of February 17, 2009, (v) that certain Second Post-Closing 

Matters Letter, between the Borrower and the Lender, dated as of February 19, 2009, (vi) that 

certain Third Post-Closing Matters Letter, between the Borrower and the Lender, dated as of 

March 13, 2009, (vii) that certain Omnibus Joinder Number One, by and among the Borrower, 

certain Subsidiaries of the Borrower and the Lender, dated as of March 13, 2009, (viii) that 

certain Fourth Post-Closing Matters Letter, between the Borrower and the Lender, dated as of 

March 27, 2009 and (ix) that certain Consent and Waiver Number Two, between the Borrower 

and the Lender, dated as of March 30, 2009 (collectively, the “Loan Agreement”). Capitalized 

terms used but not defined herein have the meanings assigned to them in the Loan Agreement; 

and 

WHEREAS, the Borrower and the Lender desire to amend certain terms and provisions 

of the Loan Agreement so as to extend the Certification Deadline and to modify the restructuring 

plan report submission requirement under Section 7.22 of the Loan Agreement, as provided 

herein; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as 

follows: 

1. AMENDMENTS

1.1 The definition of “Certification Deadline” in Section 1.01 of the Loan Agreement 
2 

is hereby amended and restated in its entirety to read as follows: 

 “Certification Deadline” shall mean June 1, 2009. 

1.2 The definition of “Maturity Date” in Section 1.01 of the Loan Agreement is 

hereby amended and restated in its entirety to read as follows: 

 “Maturity Date” shall mean the earlier of (i) the Expiration Date, (ii) the date 

specified in the proviso in Section 2.05(a) or (iii) the occurrence of an Event of Default, 

at the option of the Lender. 

1.3 Section 7.22 of the Loan Agreement is hereby amended and restated in its entirety 

to read as follows: 

 7.22 Restructuring Plan Reports. On or before March 31, 2009, the Borrower 

shall submit to the President’s Designee a written certification and report detailing the 

progress made by the Borrower and its Subsidiaries in implementing the Restructuring 

Plan. The report shall identify any deviations from the restructuring targets set forth in 

Section 7.20(b), and explain the rationale for these deviations, including an explanation 

of why such deviations do not jeopardize the Borrower’s long-term viability. The report 

shall also include evidence satisfactory to the President’s Designee that the following 

events have occurred (or, if such events have not occurred, the status of the Borrower's 

efforts with respect thereto): 

 (a) Approval of the Labor Modifications by the members of the 

 Unions; 

 (b) Receipt of all necessary approvals of the VEBA Modifications 

other than regulatory and judicial approvals; provided, that the Borrower must 

have filed and be diligently prosecuting applications for any necessary regulatory 

and judicial approvals; and 

 (c) The commencement of an exchange offer to implement a Bond 

 Exchange. 

 On or before June 1, 2009, the Borrower shall also deliver evidence satisfactory to 

the President’s Designee that the events described in Sections 7.22(a), (b) and (c) have 

occurred. 

2. MODIFICATION OF LOAN AGREEMENT

2.1 This Amendment is limited precisely as written and shall not be deemed to be a 

consent to a waiver, amendment or modification of any other term or condition of the Loan 

Agreement, the other Loan Documents, or any of the documents referred to therein or executed 

in connection therewith except as provided in Section 1 hereof, and this Amendment shall not be 

considered a novation. 

2.2 This Amendment shall not prejudice any right or rights the Lender may now have 
3 

or may have in the future under or in connection with the Loan Agreement, the other Loan 

Documents or any documents referred to therein or executed in connection therewith. 

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

After giving effect to this Amendment, the representations and warranties of the 

Borrower set forth in the Loan Agreement are true and correct in all material respects, and no 

Default or Event of Default has occurred and is continuing on and as of the date of this 

Amendment. 

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket 

expenses incurred by the Lender in connection with the documentation of this Amendment 

(including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel 

incurred in connection with this Amendment), pursuant to Section 11.03(b) of the Loan 

Agreement. 

5. CONDITIONS PRECEDENT 

 This Amendment shall become effective as of the date hereof upon the satisfaction of the 

following conditions precedent: 

5.1 The Lender shall have received a duly executed copy of this Amendment. 

6. MISCELLANEOUS

6.1 Construction. This Amendment is executed pursuant to the Loan Agreement and 

shall (unless otherwise expressly indicated therein) be construed, administered or applied in 

accordance with the terms and provisions thereof. No provision of this Amendment shall be 

construed against or interpreted to the disadvantage of the Lender or the Borrower by reason of 

the Lender or the Borrower having or being deemed to have structured or drafted such provision 

of this Amendment. Whenever the Loan Agreement is referred to in the Loan Documents or any 

of the instruments, agreements or other documents or papers executed and delivered in 

connection therewith, it shall be deemed to mean the Loan Agreement, as amended hereby. 

6.2 Counterparts. This Amendment may be executed simultaneously in any number 

of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts 

shall constitute one and the same instrument. The parties agree that this Amendment may be 

transmitted between them by email or facsimile. The parties intend that faxed signatures and 

electronically imaged signatures (such as .pdf files) shall constitute original signatures and are 

binding on all parties. The original documents shall be promptly delivered, if requested. 

6.3 Governing Law. This Amendment shall be governed by and construed in 

accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement. 

6.4 Successors and Assigns. This Amendment shall be binding upon and inure to the 

benefit of the parties hereto and to their respective successors and permitted assigns. 
4 

6.5 Entire Agreement; Modification. Except as expressly provided in this 

Amendment, the Loan Agreement is, and shall continue to be, in full force and effect in 

accordance with its terms, without amendment thereto, and is, in all respects, ratified and 

confirmed. This Amendment is intended by the parties hereto to be the final expression of their 

agreement with respect to the subject matter hereof, and is the complete and exclusive statement 

of the terms thereof, notwithstanding any representations, statements or agreements to the 

contrary heretofore made. The Loan Agreement, as amended and modified hereby, may only be 

further amended, restated, supplemented, or otherwise modified in accordance with the 

provisions thereof. 

6.6 Headings. The headings, captions and arrangements used in this Amendment are 

for reference purposes only and shall not affect the meaning or interpretation of this Amendment. 

[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Loan

Agreement to be duly executed by their respective authorized officers as of the 31st day of

March, 2009.

GENERAL MOTORS CORPORATION,

as Borrowers

Byf-A-7 ° k,

Nam : di

A istant Treasurer

THE UNITED STATES DEPARTMENT OF THE TREASURY,

as Lender

By

Name: Neel Kashkari

Title: Interim Assistant Secretary of the Treasury for Financial

Stability

Amendment to Loan and Security Agreement

EXECUTION COPY

10275616\V-7

AMENDMENT NUMBER TWO 

to 

LOAN AND SECURITY AGREEMENT 

dated as of December 31, 2008 

between 

GENERAL MOTORS CORPORATION 

and 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

This AMENDMENT NUMBER TWO (this “Amendment Number Two”) to the Loan and 

Security Agreement referenced below is entered into as of April 22, 2009, between GENERAL MOTORS 

CORPORATION, a Delaware corporation (the “Borrower”), and THE UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”). 

R E C I T A L S: 

WHEREAS, the parties hereto have entered into that certain Loan and Security Agreement dated 

as of December 31, 2008, as supplemented by Appendix A dated as of December 31, 2008 (“Appendix 

A”), and as amended and modified by (i) that certain Post-Closing Letter Agreement, by and among the 

Borrower, certain Subsidiaries of the Borrower and the Lender, dated as of December 31, 2008, (ii) that 

certain Notice of Borrowing and Post-Closing Matters Letter, from the Borrower to the Lender, dated as 

of January 21, 2009, (iii) that certain Consent and Waiver Number One, between the Borrower and the 

Lender, dated as of January 29, 2009, (iv) that certain Waiver, between the Borrower and the Lender, 

dated as of February 17, 2009, (v) that certain Second Post-Closing Matters Letter, between the Borrower 

and the Lender, dated as of February 19, 2009, (vi) that certain Third Post-Closing Matters Letter, 

between the Borrower and the Lender, dated as of March 13, 2009, (vii) that certain Omnibus Joinder 

Number One, by and among the Borrower, certain Subsidiaries of the Borrower and the Lender, dated as 

of March 13, 2009, (viii) that certain Fourth Post-Closing Matters Letter, between the Borrower and the 

Lender, dated as of March 27, 2009, (ix) that certain Consent and Waiver Number Two, by and among 

the Borrower, Saturn Corporation and the Lender, dated as of March 30, 2009, and (x) that certain 

Amendment to the Loan and Security Agreement, between the Borrower and the Lender, dated as of 

March 31, 2009 (including as amended hereby, collectively, the “Loan Agreement”). Capitalized terms 

used but not defined herein have the meanings assigned to them in the Loan Agreement; and 

WHEREAS, the Borrower and the Lender desire to amend certain terms and provisions of the 

Loan Agreement, including to provide an additional Advance to the Borrower for working capital 

purposes, as provided herein; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. AMENDMENTS

1.1. The following definitions are hereby added to Section 1.01 of Appendix A in their 

respective appropriate alphabetical order: 

 “Additional Note” shall mean any additional promissory notes issued to the 

Lender pursuant to Section 2.02(c) hereof, which notes shall be substantially in the form 

of Exhibit B to the Warrant Agreement and subject to all terms and provisions of the 
2 

Warrant Agreement that are applicable to the Additional Note (as defined therein), except 

as otherwise expressly set forth in such additional promissory notes. 

 “Auto Supplier Support Program” shall mean the Credit Agreement dated as of 

April 3, 2009, between GM Supplier Receivables LLC and the Lender, as amended, 

restated, supplemented or otherwise modified from time to time. 

 “EAWA” shall mean the Employ American Workers Act (Section 1611 of 

Division A, Title XVI of the American Recovery and Reinvestment Act of 2009), Public 

Law No. 111-5, effective as of February 17, 2009, as may be amended and in effect from 

time to time. 

“Fourth Draw Date” shall mean a Business Day prior to May 1, 2009 as shall be 

provided in the Notice of Borrowing delivered to the Lender with respect to the Working 

Capital Advance. 

 

 “Use of Proceeds Statement” shall have the meaning set forth in Section 2.03(c). 

 “Working Capital Advance” shall mean a loan made by the Lender to the 

Borrower under this Loan Agreement in an aggregate principal amount of up to 

$2,000,000,000 for the purpose of providing the Borrower with working capital. 

 “Working Capital Note” shall have the meaning set forth in Section 2.02(a). 

1.2. The definition of “Advance” in Section 1.01 of the Loan Agreement is hereby amended 

and restated in its entirety to read as follows: 

 “Advance” or “Advances” shall have the meaning specified in Section 2.01(a), 

and shall include the Working Capital Advance, unless the context otherwise requires. 

1.3. The definition of “EESA” in Section 1.01 of the Loan Agreement is hereby amended and 

restated in its entirety to read as follows: 

 “EESA” shall mean the Emergency Economic Stabilization 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. 111-5, effective as of February 17, 2009, as may be further amended and in 

effect from time to time. 

1.4. The definition of “Funding Date” in Section 1.01 of Appendix A is hereby amended and 

restated in its entirety to read as follows: 

“Funding Date” shall mean the date on which the Lender funds an Advance in 

accordance with the terms hereof, which shall be any or all of the following, as the 

context may require, (i) the Effective Date, (ii) the Second Draw Date, (iii) the Third 

Draw Date and (iv) the Fourth Draw Date. 

1.5. The definition of “Loan Documents” in Section 1.01 of Appendix A is hereby amended 

and restated in its entirety to read as follows: 
3 

“Loan Documents” shall include this Loan Agreement, the Note, the Warrant 

Note, each Additional Note, the Equity Pledge Agreement, the Intellectual Property 

Pledge Agreement, the Guaranty, the Warrant Agreement, the Warrant, the Post-Closing 

Letter Agreement, each Account Control Agreement, each Mortgage, and the 

Environmental Indemnity. 

1.6. The definition of “Maximum Loan Amount” in Section 1.01 of Appendix A is hereby 

amended and restated in its entirety to read as follows: 

 “Maximum Loan Amount” shall mean $15,400,000,000. 

1.7. The definition of “Note” in Section 1.01 of the Loan Agreement is hereby amended and 

restated in its entirety to read as follows: 

 “Note” or “Notes” shall have the meaning set forth in Section 2.02(a). 

1.8. Clause (xviii) of the definition of “Permitted Indebtedness” in Section 1.01 of Appendix A 

is hereby amended and restated in its entirety to read as follows: 

 (xviii) the Warrant Note and any Additional Notes; and 

1.9. The definition of “SEO” in Section 1.01 of the Loan Agreement is hereby amended and 

restated in its entirety to read as follows: 

 “SEO” shall mean a Senior Executive Officer as defined in the EESA and any 

interpretation of such term by the United States Department of the Treasury thereunder, 

including the rules set forth in 31 C.F.R. Part 30. 

1.10. Section 2.01(b) of Appendix A is hereby amended to add the following new clause (iv) at 

the end thereof, to read as follows: 

 (iv) The Advance made on the Fourth Draw Date shall be in an amount equal 

to $2,000,000,000. 

1.11. Section 2.02(a) of the Loan Agreement is hereby amended and restated in its entirety to 

read as follows: 

 (a) The Advances made by the Lender shall be evidenced by (x) a duly 

completed secured promissory note of the Borrower, substantially in the form of 

Exhibit A, dated December 31, 2008 and payable to the Lender in the original principal 

amount equal to $13,400,000,000 (the “Initial Note”), and (y) a duly completed secured 

promissory note of the Borrower, substantially in the form of Exhibit A-1, dated April 22, 

2009, payable to the Lender in a principal amount equal to $2,000,000,000, which in the 

case of this clause (y) shall evidence the principal amount of the Working Capital 

Advance (the “Working Capital Note” and, together with the Initial Note, each a “Note” 

and, collectively, the “Notes”). Each Note shall be payable pro rata and pari passu with 

all other Notes issued hereunder. A Note shall be deemed to include any promissory note 

delivered in substitution or exchange therefor and any modifications or supplements 

thereto. 
4 

1.12. Section 2.02 of the Loan Agreement is hereby amended to add the following new clause 

(c) at the end thereof, to read as follows: 

(c) As additional consideration to the Lender for making the Working 

Capital Advance, in accordance with the terms of the Warrant Agreement, the Borrower 

shall, on the Fourth Draw Date, deliver to the Lender a duly completed Additional Note 

dated April 22, 2009 and payable to the Lender in a principal amount equal to 

$133,400,000. The terms of the Additional Note delivered pursuant to this Section 

2.02(c) shall be governed in all respects by the terms and provisions of Section 1.3 of the 

Warrant Agreement. 

1.13. Section 2.03 of the Loan Agreement is hereby amended to add the following new clause 

(c) at the end thereof, to read as follows: 

 (c) Any Notice of Borrowing delivered in connection with the Working 

Capital Advance shall be accompanied by an officer’s certificate signed by a Responsible 

Person of the Borrower that sets forth in reasonable detail the intended use of proceeds of 

the requested Advance (the “Use of Proceeds Statement”). For the avoidance of doubt, it 

shall be a condition precedent to the Lender making the Working Capital Advance that 

the related Use of Proceeds Statement be in form and substance acceptable to the Lender 

in its sole discretion. 

1.14. Section 2.09 of Appendix A is hereby amended and restated in its entirety to read as 

follows: 

 The Borrower shall utilize the proceeds from the Advances (i) in the case of all 

Advances other than the Working Capital Advance, for general corporate and working 

capital purposes and (ii) in the case of the Working Capital Advance, only in accordance 

with the Use of Proceeds Statement delivered to the Lender with respect thereto; 

provided that, for all Advances, the proceeds thereof shall not be used to prepay 

Indebtedness without the prior written consent of the Lender. The Advances made 

hereunder are not and shall not be construed as an extension of United States Government 

Federal funding associated with any specific project. 

1.15. Section 7.02(l) of the Loan Agreement is hereby amended by deleting the term “TARP 

Compliance Office” in the second sentence thereof and replacing such term with the term “Lender”. 

1.16. Section 7.05 of the Loan Agreement is hereby amended by inserting the following 

sentence at the end thereof: 

Promptly upon the Lender’s request, the Borrower shall furnish to the Lender an 

officer’s certificate signed by a Responsible Person of the Borrower certifying that the 

Borrower has used the proceeds of the Working Capital Advance in accordance with the 

Use of Proceeds Statement provided to the Lender with respect thereto. At the Lender’s 

request, the Borrower shall furnish to the Lender documentation reasonably acceptable to 

the Lender supporting the certifications in such officer’s certificate. 

1.17. Section 7.17(a)(i) of the Loan Agreement is hereby amended and restated in its entirety to 

read as follows: 
5 

 (i) Each Relevant Company shall take all necessary action to ensure that its 

Benefit Plans comply in all respects with the EESA, including, without limitation, the 

provisions for the Capital Purchase Program, as implemented by any guidance or 

regulation thereunder, including the rules set forth in 31 CFR Part 30, or any other 

guidance or regulations under the EESA, as the same shall be in effect from time to time 

(collectively, the “Compensation Regulations”), and shall not adopt any new Benefit Plan 

(x) that does not comply therewith or (y) that does not expressly state and require that 

such Benefit Plan and any compensation thereunder shall be subject to all relevant 

Compensation Regulations adopted, issued or released on or after the date any such 

Benefit Plan is adopted. To the extent that the Compensation Regulations change during 

the period when any Obligations remain outstanding in a manner that requires changes to 

then-existing Benefit Plans, the Relevant Company shall effect such changes to its 

Benefit Plans as promptly as practicable after it has actual knowledge of such changes in 

order to be in compliance with this Section 7.17(a)(i) (and shall be deemed to be in 

compliance for a reasonable period within which to effect such changes). 

1.18. The Loan Agreement is hereby amended by adding the following new Section 7.27, 

Section 7.28 and Section 7.29 immediately following the end of Section 7.26: 

7.27 Employ American Workers Act. 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 EAWA. 

7.28 Internal Controls; Recordkeeping; Additional Reporting. 

(a) 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 7.17, 7.18, 7.19, 7.27 and 7.28(b) hereof 

and shall collect, maintain and preserve reasonable records evidencing such internal 

controls and compliance therewith, a copy of which records shall be provided to the 

Lender promptly upon request. On the fifteenth day after the last day of each calendar 

quarter (or, if such day is not a Business Day, on the first Business Day after such day) 

commencing with June 30, 2009, the Borrower shall deliver to the Lender (at its address 

set forth in Section 11.02 of the Loan Agreement) 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 such covenants 

and agreements; provided that if the information to be provided pursuant to clause (y) is 

duplicative of the information set forth in the certifications delivered by the Borrower 

pursuant to Sections 7.02(k) and 7.02(l), the Borrower will be deemed to be in 

compliance with this reporting requirement if such report incorporates the duplicative 

information by reference. Such report shall be accompanied by a certification duly 

executed by an SEO of the Borrower stating that such quarterly report is accurate in all 

material respects to the best 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 

1001. 

 (b) The Borrower shall use its reasonable best efforts to account for the use 

of the proceeds from the Working Capital Advance. On the fifteenth day after the last day 

of each calendar quarter (or, if such day is not a Business Day, on the first Business Day 

after such day) commencing with June 30, 2009, the Borrower shall deliver to the Lender 

(at its address set forth in Section 11.02 of the Loan Agreement) a report setting forth in 
6 

reasonable detail the actual use of the proceeds from the Working Capital Advance (to 

the extent not previously reported on to the Lender pursuant to Section 7.05). Such 

report shall be accompanied by a certification duly executed by an SEO of the Borrower 

that such quarterly report is accurate in all material respects to the best 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 1001. 

 (c) The Borrower shall collect, maintain and preserve reasonable records 

relating to the implementation of the Auto Supplier Support Program and all other 

Federal support programs provided to the Borrower or any of its Subsidiaries pursuant to 

EESA, the use of the proceeds thereunder and the compliance with the terms 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 terms, the Borrower to collect, maintain 

and preserve any records in connection therewith. The Borrower shall provide the 

Lender with copy of all such reasonable records promptly upon request. 

 7.29 Waivers. 

 (a) For any Person who is not a Loan Party as of the Fourth Draw Date, but 

subsequently becomes a Loan Party, the Borrower shall cause a waiver, in substantially 

the form attached hereto as Exhibit H-1, to be duly executed by such Loan Party and 

promptly delivered to the Lender. 

 (b) For any Person who is not an SEO as of the Fourth Draw Date, but 

subsequently becomes an SEO, the Borrower shall cause a waiver, in substantially the 

form attached hereto as Exhibit H-2, to be duly executed by such SEO, and promptly 

delivered to the Lender. 

 (c) For any Person who is not an SEO as of the Fourth Draw Date, but 

subsequently becomes an SEO, the Borrower shall cause a consent and waiver, in 

substantially the form attached hereto as Exhibit H-3, to be duly executed by such SEO, 

and promptly delivered to the Borrower (with a copy to the Lender). 

 (d) For any Person who is not a Senior Employee as of the Fourth Draw 

Date, but subsequently becomes an Senior Employee, the Borrower shall cause a waiver, 

in substantially the form attached hereto as Exhibit H-4 to this Loan Agreement, to be 

duly executed by such Senior Employee, and promptly delivered to the Lender. 

 (e) For any Person who is not a Senior Employee as of the Fourth Draw 

Date, but subsequently becomes an Senior Employee, the Borrower shall cause a consent 

and waiver, in substantially the form attached hereto as Exhibit H-5 to this Loan 

Agreement, to be duly executed by such Senior Employee, and promptly delivered to the 

Borrower (with a copy to the Lender). 

1.19. Section 9.01(d) of the Loan Agreement is hereby amended and restated in its entirety to 

read as follows: 

 (d) any Loan Party shall breach any covenant contained in Section 7.03, 

Section 7.17, Section 7.27, Section 7.28, Section 7.29 or Section 8 hereof; or 
7 

1.20. Section 11.02 of Appendix A is hereby amended by replacing the text appearing between 

the words “Lender:” and “Borrower” contained therein with the following: 

 The United States Department of the Treasury 

 1500 Pennsylvania Avenue, NW 

 Washington, D.C. 20220 

 Attention: Chief Counsel Office of Financial Stability 

 Facsimile: (202) 927-9225 

 Email: OFSChiefCounselNotices@do.treas.gov 

1.21. The Loan Agreement is hereby amended by adding each of Exhibit H-1, Exhibit H-2, 

Exhibit H-3, Exhibit H-4, and Exhibit H-5 attached to this Amendment Number Two, and placing each of 

them in the appropriate order at the end of the Loan Agreement. 

2. MODIFICATION OF LOAN AGREEMENT

2.1. This Amendment Number Two is limited precisely as written and shall not be deemed to 

be a consent to a waiver, amendment or modification of any other term or condition of the Loan 

Agreement, the other Loan Documents, or any of the documents referred to therein or executed in 

connection therewith except as provided in Section 1 hereof, and this Amendment Number Two shall not 

be considered a novation. 

2.2. This Amendment Number Two shall not prejudice any right or rights the Lender may 

now have or may have in the future under or in connection with the Loan Agreement, the other Loan 

Documents or any documents referred to therein or executed in connection therewith. 

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

 After giving effect to this Amendment Number Two, the representations and warranties of the 

Borrower set forth in the Loan Agreement are true and correct in all material respects, and no Default or 

Event of Default has occurred and is continuing on and as of the date of this Amendment Number Two. 

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket expenses 

incurred by the Lender in connection with the documentation of this Amendment Number Two (including 

all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in 

connection with this Amendment Number Two), pursuant to Section 11.03(b) of the Loan Agreement. 

5. CONDITIONS PRECEDENT 

 The effectiveness of this Amendment Number Two and the obligation of the Lender to make an 

Advance on the Fourth Draw Date is subject to the satisfaction of the following conditions precedent (in 

addition to any conditions precedent that must be satisfied pursuant to the terms of the Loan Agreement 

or any other Loan Document): 

(i) The Lender shall have received (a) a duly executed copy of this Amendment Number 

Two, (b) an original Working Capital Note pursuant to Section 2.02(a) of the Loan 

Agreement, duly completed and executed, (c) an original Additional Note pursuant to 

Section 2.02(c) of the Loan Agreement, duly completed and executed, (d) a duly 
8 

executed Notice of Borrowing and Use of Proceeds Statement pursuant to Section 2.03 of 

the Loan Agreement. 

(ii) No Default or Event of Default under any of the Loan Documents has occurred, and is 

continuing as of the date hereof. 

(iii) The Borrower shall provide, or cause to be provided, each of the following: 

(a) a waiver duly executed by each of the Loan Parties in substantially the form of 

Exhibit H-1 to the Loan Agreement, which waiver shall be delivered to the 

Lender; 

(b) a waiver duly executed by each SEO in substantially the form of Exhibit H-2 to 

the Loan Agreement, which waiver shall be delivered to the Lender; 

(c) a consent and waiver duly executed by each SEO in substantially the form of 

Exhibit H-3 to the Loan Agreement, which consent and waiver shall be delivered 

to the Borrower (with a copy to the Lender); 

(d) a waiver duly executed by each Senior Employee in substantially the form of 

Exhibit H-4 to the Loan Agreement, which waiver shall be delivered to the 

Lender; and 

(e) a consent and waiver duly executed by each Senior Employee in substantially the 

form of Exhibit H-5 to the Loan Agreement, which consent and waiver shall be 

delivered to the Borrower (with a copy to the Lender). 

6. MISCELLANEOUS

6.1 Construction. This Amendment Number Two is executed pursuant to the Loan 

Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or applied 

in accordance with the terms and provisions thereof. No provision of this Amendment shall be construed 

against or interpreted to the disadvantage of the Lender or the Borrower by reason of the Lender or the 

Borrower having or being deemed to have structured or drafted such provision of this Amendment 

Number Two. Whenever the Loan Agreement is referred to in the Loan Documents or any of the 

instruments, agreements or other documents or papers executed and delivered in connection therewith, it 

shall be deemed to mean the Loan Agreement, as amended and modified hereby. 

6.2 Counterparts. This Amendment Number Two may be executed simultaneously in any 

number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts 

shall constitute one and the same instrument. The parties agree that this Amendment Number Two may 

be transmitted between them by email or facsimile. The parties intend that faxed signatures and 

electronically imaged signatures (such as .pdf files) shall constitute original signatures and are binding on 

all parties. The original documents shall be promptly delivered, if requested. 

6.3 Governing Law. This Amendment Number Two shall be governed by and construed in 

accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement. 

6.4 Successors and Assigns. This Amendment Number Two shall be binding upon and inure 

to the benefit of the parties hereto and to their respective successors and permitted assigns. 
9 

6.5 Entire Agreement; Modification. Except as expressly provided in this Amendment 

Number Two, the Loan Agreement is, and shall continue to be, in full force and effect in accordance with 

its terms, without amendment thereto, and is, in all respects, ratified and confirmed. This Amendment 

Number Two is intended by the parties hereto to be the final expression of their agreement with respect to 

the subject matter hereof, and is the complete and exclusive statement of the terms thereof, 

notwithstanding any representations, statements or agreements to the contrary heretofore made. The Loan 

Agreement, as amended and modified hereby, may only be further amended, restated, supplemented, or 

otherwise modified in accordance with the provisions thereof. 

6.6 Headings. The headings, captions and arrangements used in this Amendment Number 

Two are for reference purposes only and shall not affect the meaning or interpretation of this Amendment 

Number Two. 

[SIGNATURE PAGE FOLLOWS]
By

NamAdi1 uryTitle: AssisftdTdsurer

THE UNITED STATES DEPARTMENT OF THE TREASURY, as

Lender

By: 

Name: Nec! Kashkari

Title: Interim Assistant Secretary of the Treasury for

Financial Stability

AMENDMENT NUMDER TWO TO LOAN AGREEMENT

H-1-1 

EXHIBIT H-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 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”), [LOAN 

PARTY] (together with its subsidiaries and affiliates, the “Company”) hereby voluntarily waives any 

claim against the United States for any changes to compensation or benefits of the Company’s employees 

that are required to comply with any Program or related laws and regulations (whether or not in existence 

as of the date hereof), including without limitation the provisions for the Capital Purchase Program, as 

implemented by any guidance or regulation thereunder, including the rules set forth in 31 CFR Part 30, or 

any other guidance or regulations under the EESA and the requirements of the Loan and Security 

Agreement between the Company and The United States Department of the Treasury entered into on or 

about December 31, 2008, as amended (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 so-called “golden parachute” agreements), 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 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 

for 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. 

[LOAN PARTY] 

By: 

 Name: 

 Title: 

Date: April ___, 2009 
H-2-1 

EXHIBIT H-2

FORM OF WAIVER OF SEO TO LENDER 

In consideration for the benefits I will receive as a result of the participation of General Motors 

Corporation (together with its subsidiaries and affiliates, the “Company”) in the United States Department 

of the Treasury’s 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 or my employer for any changes to my compensation or benefits that are 

required to comply with any Program or related laws and regulations (whether or not in existence as of 

the date hereof), including without limitation the provisions for the Capital Purchase Program, as 

implemented by any guidance or regulation thereunder, including the rules set forth in 31 CFR Part 30, or 

any other guidance or regulations under the EESA and the requirements of the Loan and Security 

Agreement between the Company and The United States Department of the Treasury entered into on or 

about December 31, 2008, as amended (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), whether or not in writing, that I may 

have with the Company or in which I may participate as they relate to 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 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. 

Intending to be legally bound, I have executed this Waiver 

as of this ____ day of April, 2009. 

______________________ 

Name: 
H-3-1 

EXHIBIT H-3

FORM OF CONSENT AND WAIVER OF SEO TO THE LOAN PARTIES 

In consideration for the benefits I will receive as a result of the participation of General Motors 

Corporation (together with its subsidiaries and affiliates, the “Company”) in the United States Department 

of the Treasury’s 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 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 any Program or related laws and regulations (whether or not in 

existence as of the date hereof), including without limitation the provisions for the Capital Purchase 

Program, as implemented by any guidance or regulation thereunder, including the rules set forth in 31 

CFR Part 30, or any other guidance or regulations under the EESA and the requirements of the Loan and 

Security Agreement between the Company and The United States Department of the Treasury entered 

into on or about December 31, 2008, as amended (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), whether or not in writing, that I may 

have with the Company or in which I may participate as they relate to 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 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 and 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 

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 
H-3-2 

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. 

Intending to be legally bound, I have executed this Consent and Waiver 

as of this ____ day of April, 2009. 

______________________ 

Name: 
H-4-1 

EXHIBIT H-4

FORM OF WAIVER OF SENIOR EMPLOYEES TO LENDER 

In consideration for the benefits I will receive as a result of the participation of General Motors 

Corporation (together with its subsidiaries and affiliates, the “Company”) in the United States Department 

of the Treasury’s 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 or my employer for any failure to pay or accrue any bonus or incentive 

compensation or other compensation as a result of compliance with any Program or related laws and 

regulations (whether or not in existence as of the date hereof), including without limitation the provisions 

for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, including 

the rules set forth in 31 CFR Part 30, or any other guidance or regulations under the EESA and the 

requirements of the Loan and Security Agreement between the Company and The United States 

Department of the Treasury entered into on or about December 31, 2008, as amended (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), whether or not in writing, that I may 

have with the Company or in which I may participate as they relate to 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 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. 

Intending to be legally bound, I have executed this Waiver 

as of this ____ day of April, 2009. 

______________________ 

Name: 
H-5-1 

EXHIBIT H-5

FORM OF CONSENT AND WAIVER OF SENIOR EMPLOYEES TO THE COMPANY 

In consideration for the benefits I will receive as a result of the participation of General Motors 

Corporation (together with its subsidiaries and affiliates, the “Company”) in the United States Department 

of the Treasury’s 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 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 any Program or related laws 

and regulations (whether or not in existence as of the date hereof), including without limitation the 

provisions for the Capital Purchase Program, as implemented by any guidance or regulation thereunder, 

including the rules set forth in 31 CFR Part 30, or any other guidance or regulations under the EESA and 

the requirements of the Loan and Security Agreement between the Company and The United States 

Department of the Treasury entered into on or about December 31, 2008, as amended (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), whether or not in writing, that I may 

have with the Company or in which I may participate as they relate to 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 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 and 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 

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. 
H-5-2 

Intending to be legally bound, I have executed this Consent and Waiver 

as of this ____ day of April, 2009. 

______________________ 

Name: 

 
EXECUTION VERSION

AMENDMENT NUMBER THREE 

to 

LOAN AND SECURITY AGREEMENT 

dated as of December 31, 2008 

between 

GENERAL MOTORS CORPORATION 

and 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

This AMENDMENT NUMBER THREE (this “Amendment Number Three”) to the Loan and 

Security Agreement referenced below is entered into as of May 20, 2009, between GENERAL MOTORS 

CORPORATION, a Delaware corporation (the “Borrower”), and THE UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”). 

R E C I T A L S: 

WHEREAS, the parties hereto have entered into that certain Loan and Security Agreement dated 

as of December 31, 2008, as supplemented by Appendix A dated as of December 31, 2008 (“Appendix 

A”), and as amended and modified by (i) that certain Post-Closing Letter Agreement, by and among the 

Borrower, certain Subsidiaries of the Borrower and the Lender, dated as of December 31, 2008, (ii) that 

certain Notice of Borrowing and Post-Closing Matters Letter, from the Borrower to the Lender, dated as 

of January 21, 2009, (iii) that certain Consent and Waiver Number One, between the Borrower and the 

Lender, dated as of January 29, 2009, (iv) that certain Waiver, between the Borrower and the Lender, 

dated as of February 17, 2009, (v) that certain Second Post-Closing Matters Letter, between the Borrower 

and the Lender, dated as of February 19, 2009, (vi) that certain Third Post-Closing Matters Letter, 

between the Borrower and the Lender, dated as of March 13, 2009, (vii) that certain Omnibus Joinder 

Number One, by and among the Borrower, certain Subsidiaries of the Borrower and the Lender, dated as 

of March 13, 2009, (viii) that certain Fourth Post-Closing Matters Letter, between the Borrower and the 

Lender, dated as of March 27, 2009, (ix) that certain Consent and Waiver Number Two, by and among 

the Borrower, Saturn Corporation and the Lender, dated as of March 30, 2009, (x) that certain 

Amendment to the Loan and Security Agreement, between the Borrower and the Lender, dated as of 

March 31, 2009, (xi) that certain Amendment Number Two to the Loan and Security Agreement, between 

the Borrower and the Lender, dated as of April 22, 2009, (xi) that certain Consent and Waiver Number 

Three, by and among the Borrower and the Lender, dated as of April 29, 2009, (xii) that certain Fifth 

Post-Closing Matters Letter, between the Borrower and the Lender, dated as of April 30, 2009 and (xiii) 

that certain Consent under Loan and Security Agreement, between the Borrower and the Lender, dated as 

of May 15, 2009 (including as amended hereby, collectively, the “Loan Agreement”). Capitalized terms 

used but not defined herein have the meanings assigned to them in the Loan Agreement; and 

WHEREAS, the Borrower and the Lender desire to amend certain terms and provisions of the 

Loan Agreement, including to provide an additional Advance to the Borrower for working capital 

purposes, as provided herein; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 

1. AMENDMENTS

1.1. The following definitions are hereby added to Section 1.01 of Appendix A in their 

respective appropriate alphabetical order: 
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 “Fifth Draw Date” shall mean the date specified in the Notice of Borrowing 

delivered to the Lender with respect to the Working Capital Advance made on such date. 

 

1.2. The definition of “Additional Note” in Section 1.01 of the Loan Agreement is hereby 

amended and restated in its entirety to read as follows: 

“Additional Note” shall mean any additional promissory notes issued to the 

Lender pursuant to Sections 2.02(c) or 2.02(d) hereof, which notes shall be substantially 

in the form of Exhibit B to the Warrant Agreement and subject to all terms and provisions 

of the Warrant Agreement that are applicable to the Additional Note (as defined therein), 

except as otherwise expressly set forth in such additional promissory notes. 

1.3. The definition of “Funding Date” in Section 1.01 of Appendix A is hereby amended and 

restated in its entirety to read as follows: 

“Funding Date” shall mean the date on which the Lender funds an Advance in 

accordance with the terms hereof, which shall be any or all of the following, as the 

context may require, (i) the Effective Date, (ii) the Second Draw Date, (iii) the Third 

Draw Date, (iv) the Fourth Draw Date and (v) the Fifth Draw Date. 

1.4. The definition of “Maximum Loan Amount” in Section 1.01 of Appendix A is hereby 

amended and restated in its entirety to read as follows: 

 “Maximum Loan Amount” shall mean $19,400,000,000. 

1.5. The definition of “Working Capital Advance” in Section 1.01 of Appendix A is hereby 

amended and restated in its entirety to read as follows: 

“Working Capital Advance” shall mean each of (i) that certain loan made by the 

Lender to the Borrower on April 24, 2009 in an aggregate principal amount of 

$2,000,000,000 and (ii) that certain loan to be made by the Lender to the Borrower on the 

Fifth Draw Date in an aggregate principal amount of $4,000,000,000; provided that, in 

each case, such loan is made under this Loan Agreement and for the purpose of providing 

the Borrower with working capital. Each reference to “Working Capital Advance” in the 

Loan Documents shall be deemed to refer to both clauses (i) and (ii) above or either 

clause (i) or (ii) above, as the context may require. 

1.6. Section 2.01(b) of Appendix A is hereby amended to add the following new clause (v) at 

the end thereof, to read as follows: 

 (iv) The Advance made on the Fifth Draw Date shall be in an amount equal 

to $4,000,000,000. 

1.7. Section 2.02(a) of the Loan Agreement is hereby amended and restated in its entirety to 

read as follows: 

 (a) The Advances made by the Lender shall be evidenced by (x) a duly 

completed secured promissory note of the Borrower, substantially in the form of 

Exhibit A, dated December 31, 2008 and payable to the Lender in the original principal 

amount equal to $13,400,000,000 (the “Initial Note”) and (y) (i) a duly completed 

secured promissory note of the Borrower, substantially in the form of Exhibit A, dated 
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April 22, 2009, payable to the Lender in a principal amount equal to $2,000,000,000 and 

(ii) a duly completed secured promissory note of the Borrower, substantially in the form 

of Exhibit A, dated May 20, 2009, payable to the Lender in a principal amount equal to 

$4,000,000,000, which in the case of clause (y) shall evidence the principal amount of the 

Working Capital Advances (each such note, a “Working Capital Note” and, together with 

the Initial Note, each a “Note” and, collectively, the “Notes”). Each Note shall be 

payable pro rata and pari passu with all other Notes issued hereunder. A Note shall be 

deemed to include any promissory note delivered in substitution or exchange therefor and 

any modifications or supplements thereto. 

1.8. Section 2.02 of the Loan Agreement is hereby amended to add the following new clause 

(d) at the end thereof, to read as follows: 

(d) As additional consideration to the Lender for making a Working Capital 

Advance on the Fifth Draw Date, in accordance with the terms of the Warrant 

Agreement, the Borrower shall, on the Fifth Draw Date, deliver to the Lender a duly 

completed Additional Note dated May 20, 2009 and payable to the Lender in a principal 

amount equal to $266,800,000. The terms of the Additional Note delivered pursuant to 

this Section 2.02(d) shall be governed in all respects by the terms and provisions of 

Section 1.3 of the Warrant Agreement. 

2. MODIFICATION OF LOAN AGREEMENT

2.1. This Amendment Number Three is limited precisely as written and shall not be deemed 

to be a consent to a waiver, amendment or modification of any other term or condition of the Loan 

Agreement, the other Loan Documents, or any of the documents referred to therein or executed in 

connection therewith except as provided in Section 1 hereof, and this Amendment Number Three shall 

not be considered a novation. 

2.2. This Amendment Number Three shall not prejudice any right or rights the Lender may 

now have or may have in the future under or in connection with the Loan Agreement, the other Loan 

Documents or any documents referred to therein or executed in connection therewith. 

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

 After giving effect to this Amendment Number Three, the representations and warranties of the 

Borrower set forth in the Loan Agreement are true and correct in all material respects, and no Default or 

Event of Default has occurred and is continuing on and as of the date of this Amendment Number Three. 

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket expenses 

incurred by the Lender in connection with the documentation of this Amendment Number Three 

(including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred 

in connection with this Amendment Number Three), pursuant to Section 11.03(b) of the Loan 

Agreement. 

5. CONDITIONS PRECEDENT 

 The effectiveness of this Amendment Number Three and the obligation of the Lender to make an 

Advance on the Fifth Draw Date is subject to the satisfaction of the following conditions precedent (in 
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addition to any conditions precedent that must be satisfied pursuant to the terms of the Loan Agreement 

or any other Loan Document): 

(i) The Lender shall have received (a) a duly executed copy of this Amendment Number 

Three, (b) an original Working Capital Note pursuant to Section 2.02(a)(y)(ii) of the 

Loan Agreement, duly completed and executed, (c) an original Additional Note pursuant 

to Section 2.02(d) of the Loan Agreement, duly completed and executed, (d) a duly 

executed Notice of Borrowing and Use of Proceeds Statement pursuant to Section 2.03 of 

the Loan Agreement. 

(ii) No Default or Event of Default under any of the Loan Documents has occurred, and is 

continuing as of the date hereof. 

6. MISCELLANEOUS

6.1 Construction. This Amendment Number Three is executed pursuant to the Loan 

Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or applied 

in accordance with the terms and provisions thereof. No provision of this Amendment shall be construed 

against or interpreted to the disadvantage of the Lender or the Borrower by reason of the Lender or the 

Borrower having or being deemed to have structured or drafted such provision of this Amendment 

Number Three. Whenever the Loan Agreement is referred to in the Loan Documents or any of the 

instruments, agreements or other documents or papers executed and delivered in connection therewith, it 

shall be deemed to mean the Loan Agreement, as amended and modified hereby. 

6.2 Counterparts. This Amendment Number Three may be executed simultaneously in any 

number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts 

shall constitute one and the same instrument. The parties agree that this Amendment Number Three may 

be transmitted between them by email or facsimile. The parties intend that faxed signatures and 

electronically imaged signatures (such as .pdf files) shall constitute original signatures and are binding on 

all parties. The original documents shall be promptly delivered, if requested. 

6.3 Governing Law. This Amendment Number Three shall be governed by and construed in 

accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement. 

6.4 Successors and Assigns. This Amendment Number Three shall be binding upon and 

inure to the benefit of the parties hereto and to their respective successors and permitted assigns. 

6.5 Entire Agreement; Modification. Except as expressly provided in this Amendment 

Number Three, the Loan Agreement is, and shall continue to be, in full force and effect in accordance 

with its terms, without amendment thereto, and is, in all respects, ratified and confirmed. This 

Amendment Number Three is intended by the parties hereto to be the final expression of their agreement 

with respect to the subject matter hereof, and is the complete and exclusive statement of the terms thereof, 

notwithstanding any representations, statements or agreements to the contrary heretofore made. The Loan 

Agreement, as amended and modified hereby, may only be further amended, restated, supplemented, or 

otherwise modified in accordance with the provisions thereof. 

6.6 Headings. The headings, captions and arrangements used in this Amendment Number 

Three are for reference purposes only and shall not affect the meaning or interpretation of this 

Amendment Number Three. 

[SIGNATURE PAGE FOLLOWS]
Name: Ad{1\ atTit]e: Assistant TreasurerTIlE UNITED STATES DEPARTMENT OF THETREASURY, as Lender

By: 

Name: Duane Morse‘1 itlc: Chief Risk and Compliance Officer

AMENDMENI NI MI1EIt FE fEtil 0 WA N AGREEMENT

EXECUTION VERSION

AMENDMENT NUMBER FOUR 

to 

LOAN AND SECURITY AGREEMENT 

dated as of December 31, 2008 

between 

GENERAL MOTORS CORPORATION 

and 

THE UNITED STATES DEPARTMENT OF THE TREASURY 

This AMENDMENT NUMBER FOUR (this “Amendment Number Four”) to the Loan and 

Security Agreement referenced below is entered into as of May 27, 2009, between GENERAL MOTORS 

CORPORATION, a Delaware corporation (the “Borrower”), and THE UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”). 

R E C I T A L S: 

WHEREAS, the parties hereto have entered into that certain Loan and Security Agreement dated 

as of December 31, 2008, as supplemented by Appendix A dated as of December 31, 2008 (“Appendix 

A”), and as amended and modified by (i) that certain Post-Closing Letter Agreement, by and among the 

Borrower, certain Subsidiaries of the Borrower and the Lender, dated as of December 31, 2008, (ii) that 

certain Notice of Borrowing and Post-Closing Matters Letter, from the Borrower to the Lender, dated as 

of January 21, 2009, (iii) that certain Consent and Waiver Number One, between the Borrower and the 

Lender, dated as of January 29, 2009, (iv) that certain Waiver, between the Borrower and the Lender, 

dated as of February 17, 2009, (v) that certain Second Post-Closing Matters Letter, between the Borrower 

and the Lender, dated as of February 19, 2009, (vi) that certain Third Post-Closing Matters Letter, 

between the Borrower and the Lender, dated as of March 13, 2009, (vii) that certain Omnibus Joinder 

Number One, by and among the Borrower, certain Subsidiaries of the Borrower and the Lender, dated as 

of March 13, 2009, (viii) that certain Fourth Post-Closing Matters Letter, between the Borrower and the 

Lender, dated as of March 27, 2009, (ix) that certain Consent and Waiver Number Two, by and among 

the Borrower, Saturn Corporation and the Lender, dated as of March 30, 2009, (x) that certain 

Amendment to the Loan and Security Agreement, between the Borrower and the Lender, dated as of 

March 31, 2009, (xi) that certain Amendment Number Two to the Loan and Security Agreement, between 

the Borrower and the Lender, dated as of April 22, 2009, (xii) that certain Consent and Waiver Number 

Three, by and among the Borrower and the Lender, dated as of April 29, 2009, (xiii) that certain Fifth 

Post-Closing Matters Letter, between the Borrower and the Lender, dated as of April 30, 2009, (xiv) that 

certain Consent under Loan and Security Agreement, between the Borrower and the Lender, dated as of 

May 15, 2009 and (xv) that certain Third Amendment to the Loan and Security Agreement, between the 

Borrower and the Lender, dated as of May 20, 2009 (including as amended hereby, collectively, the 

“Loan Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them 

in the Loan Agreement or the Administration Agreement, as applicable; and 

WHEREAS, the Borrower and the Lender desire to amend certain terms and provisions of the 

Loan Agreement, including to provide an extension of credit to the Borrower under the Loan Agreement, 

the proceeds of which are to be used solely to capitalize GM Warranty LLC, as provided herein; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: 
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1. AMENDMENTS

1.1. The following definitions are hereby added to Section 1.01 of Appendix A in their 

respective appropriate alphabetical order: 

“Administration Agreement” shall mean the Administration Agreement, dated as 

of May 27, 2009, by and among GM Warranty , the Borrower, General Motors Product 

Services, Inc., a Delaware corporation, General Motors Overseas Distribution 

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

Controladora General Motors, S.A. de C.V., a Mexican corporation, and GM Global 

Technologies Operations, Inc., a Delaware corporation, as the same shall be amended, 

restated, supplemented or otherwise modified from time to time. 

“Business Failure” shall have the meaning set forth in the Administration 

Agreement. 

“General Advance” shall mean each of the Advances other than the Warranty 

Advance. 

“General Advance Collateral” shall mean all of the Facility Collateral other than 

the Warranty Advance Collateral. 

“General Advance Maturity Date” shall mean the earliest of (i) the Expiration 

Date, (ii) the date specified in Section 2.05(a), or (iii) the occurrence of an Event of 

Default, at the option of the Lender. 

“General Advance Notes” shall have the meaning set forth in Section 2.02(a). 

“General Advance Obligations” shall mean all Obligations other than the 

Warranty Advance Obligations. 

“GM Warranty” shall mean GM Warranty LLC, a Delaware limited liability 

company, or any successor entity thereof. 

“GM Warranty Commitment Program” or “Program” shall have the meaning set 

forth in the Administration Agreement. 

“Program Period” shall have the meaning set forth in the Administration 

Agreement. 

“Sixth Draw Date” shall mean the date specified in the Notice of Borrowing 

delivered to the Lender with respect to the Warranty Advance. 

“Warranty Advance” shall mean the Advance of $360,624,198 to be made on the 

Sixth Draw Date for the purpose of capitalizing GM Warranty and evidenced by the 

Warranty Advance Note. 

“Warranty Advance Collateral” shall mean (i) the Guaranty Collateral (as defined 

in the Guaranty), a security interest in and with respect to which is granted to the Lender 

by GM Warranty under the Guaranty and (ii) the Equity Interests in GM Warranty 

pledged to the Lender by the Borrower under the Equity Pledge Agreement. 
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“Warranty Advance Maturity Date” shall mean 5:00 p.m. on the last day of the 

thirty-sixth (36th) month following the expiration of the Program Period (including any 

extensions thereof), or if such day is not a Business Day, the immediately preceding 

Business Day. 

“Warranty Advance Note” shall have the meaning set forth in Section 2.02(a). 

“Warranty Advance Obligations” shall mean (a) all of the Borrower’s obligations 

to repay the Warranty Advance on the Warranty Advance Maturity Date, to pay interest 

on an interest payment date and all other obligations and liabilities of the Borrower to the 

Lender or any other Person arising under or in connection with the Warranty Advance or 

in connection with the Warranty Commitment Program Documents, whether now 

existing or hereafter arising; (b) any and all sums paid by the Lender pursuant to the Loan 

Documents in order to preserve any Warranty Advance Collateral or the interest of the 

Lender therein; (c) in the event of any proceeding for the collection or enforcement of 

any of the Borrower’s obligations or liabilities referred to in clause (a), the reasonable 

expenses of retaking, holding, collecting, preparing for sale, selling or otherwise 

disposing of or realizing on any Warranty Advance Collateral, or of any exercise by the 

Lender of its rights under the Loan Documents with respect to the Warranty Advance 

Collateral or the Warranty Commitment Program Documents, including, without 

limitation, reasonable attorneys’ fees and disbursements and court costs; and (d) all of the 

Borrower’s indemnity obligations to the Lender pursuant to the Loan Documents with 

respect to the Warranty Advance. 

“Warranty Commitment Program Documents” shall mean the Administration 

Agreement, the Warranty Program Funds Account Control Agreement, the Warranty 

Advance Note, the Additional Note related to the Warranty Advance and each other 

document entered into by the Borrower, GM Warranty or the Lender in connection with 

the GM Warranty Commitment Program, as the same shall be amended, restated, 

supplemented or otherwise modified from time to time. 

 “Warranty Program Funds Account” shall mean the “Account” as defined in the 

Administration Agreement. 

“Warranty Program Funds Account Control Agreement” shall mean the 

“Account Control Agreement” as defined in the Administration Agreement. 

1.2. The definition of “Additional Note” in Section 1.01 of the Loan Agreement is hereby 

amended and restated in its entirety to read as follows: 

“Additional Note” shall mean any additional promissory notes issued to the 

Lender pursuant to Sections 2.02(c), 2.02(d) or 2.02(e) hereof, which notes shall be 

substantially in the form of Exhibit B to the Warrant Agreement and subject to all terms 

and provisions of the Warrant Agreement that are applicable to the Additional Note (as 

defined therein), except as otherwise expressly set forth in such additional promissory 

notes. 

1.3. The definition of “Advance” in Section 1.01 of the Loan Agreement is hereby amended 

and restated in its entirety to read as follows: 
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“Advance” or “Advances” shall have the meaning specified in Section 2.01(a), 

and shall include each General Advance and the Warranty Advance, unless the context 

otherwise requires, and each such Advance shall be treated as an Advance in all respects 

under this Agreement except as expressly noted herein. 

1.4. The definition of “Facility Collateral” in Section 1.01 of Appendix A is hereby amended 

and restated in its entirety to read as follows: 

“Facility Collateral” shall mean (A) with respect to the Warranty Advance 

Obligations, the Warranty Advance Collateral and (B) with respect to all General 

Advance Obligations collectively, (i) the Collateral pledged hereunder, (ii) the Collateral 

(as defined in the Equity Pledge Agreement) pledged to the Lender under the Equity 

Pledge Agreement, (iii) the Collateral (as defined in the Intellectual Property Pledge 

Agreement), pledged to the Lender under the Intellectual Property Agreement, (iv) the 

Guaranty Collateral (as defined in the Guaranty but excluding the Warranty Advance 

Collateral), pledged to the Lender under the Guaranty, and (v) any other collateral 

security pledged to Lender under any other Loan Document, including without limitation 

each Mortgage; provided that each reference to “Facility Collateral” in the Loan 

Documents shall mean both (A) and (B) unless otherwise provided in any such Loan 

Document or the context requires otherwise; and further provided that Facility Collateral 

shall exclude any Property constituting Excluded Collateral. 

1.5. The definition of “Funding Date” in Section 1.01 of Appendix A is hereby amended and 

restated in its entirety to read as follows: 

“Funding Date” shall mean the date on which the Lender funds an Advance in 

accordance with the terms hereof, which shall be any or all of the following, as the 

context may require, (i) the Effective Date, (ii) the Second Draw Date, (iii) the Third 

Draw Date, (iv) the Fourth Draw Date, (v) the Fifth Draw Date and (vi) the Sixth Draw 

Date. 

1.6. The definition of “Interest Period” in Section 1.01 of the Loan Agreement is hereby 

amended by inserting “the applicable” immediately prior to “Maturity Date”. 

1.7. The definition of “Loan Documents” in Section 1.01 of Appendix A is hereby amended 

and restated in its entirety to read as follows: 

“Loan Documents” shall mean this Loan Agreement, the Note, the Warrant Note, 

each Additional Note, the Equity Pledge Agreement, the Intellectual Property Pledge 

Agreement, the Guaranty, the Warrant Agreement, the Warrant, the Post-Closing Letter 

Agreement, each Account Control Agreement, each Mortgage, the Environmental 

Indemnity, the Warranty Commitment Program Documents, each post-closing matters 

letter related hereto, each joinder to any Loan Document and all amendments, 

modifications, supplements, consents and waivers to any of the foregoing. 

1.8. The definition of “Maturity Date” in Section 1.01 of the Loan Agreement is hereby 

amended and restated in its entirety to read as follows: 

 “Maturity Date” shall mean the General Advance Maturity Date and/or the 

Warranty Advance Maturity Date, as the context may require. 
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1.9. The definition of “Maximum Loan Amount” in Section 1.01 of Appendix A is hereby 

amended and restated in its entirety to read as follows: 

“Maximum Loan Amount” shall mean $19,760,624,198. 

1.10. The definition of “Note” in Section 1.01 of Appendix A is hereby amended and restated in 

its entirety to read as follows: 

“Note” or “Notes” shall mean any or each of the promissory notes provided for in 

Section 2.02(a) as the context may require and any promissory note delivered in 

substitution or exchange therefor, in each case as the same shall be modified and 

supplemented and in effect from time to time. 

1.11. The definition of “Obligations” in Section 1.01 of the Loan Agreement is hereby amended 

by amending and restating clause (a) thereof in its entirety to read as follows: 

(a) all of the Borrower’s obligations to repay the Advances on the applicable 

Maturity Date, to pay interest on an Interest Payment Date and all other obligations and 

liabilities of the Borrower to the Lender, or any other Person arising under, or in 

connection with, the Loan Documents, whether now existing or hereafter arising; 

1.12. The definition of “Permitted Investments” in Section 1.01 of Appendix A is hereby 

amended by (a) deleting the word “and” at the end of clause (xxii) thereof, (b) deleting the period at the 

end of clause (xxiii) thereof and replacing it with “; and”, and (c) adding the following new clause (xxiv) 

at the end thereof: 

(xxiv) Investments in GM Warranty as required by the Lender pursuant to the 

GM Warranty Commitment Program. 

1.13. The definition of “Spread Amount” in Section 1.01 of Appendix A to the Loan Agreement 

is hereby amended and restated in its entirety to read as follows: 

“Spread Amount” shall mean (a) with respect to the Warranty Advance, 3.50% 

and (b) with respect to all General Advances, 3.00%. 

1.14. Section 2.01(b) of Appendix A is hereby amended by adding the following new clause (vi) 

at the end thereof: 

(vi) The Warranty Advance shall be made in its entirety on the Sixth Draw 

Date in an amount equal to $360,624,198. 

1.15. Section 2.02(a) of the Loan Agreement is hereby amended and restated in its entirety to 

read as follows: 

(a) The Advances made by the Lender shall be evidenced by (x) a duly 

completed secured promissory note of the Borrower, substantially in the form of 

Exhibit A, dated December 31, 2008 and payable to the Lender in the original principal 

amount equal to $13,400,000,000 (the “Initial Note”), (y) (i) a duly completed secured 

promissory note of the Borrower, substantially in the form of Exhibit A, dated April 22, 

2009, payable to the Lender in a principal amount equal to $2,000,000,000 and (ii) a duly 

completed secured promissory note of the Borrower, substantially in the form of Exhibit 
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10278100\V-9

A, dated May 20, 2009, payable to the Lender in a principal amount equal to 

$4,000,000,000, and (z) a duly completed secured promissory note of the Borrower, 

substantially in the form of Exhibit A-1, dated May 27, 2009, payable to the Lender in a 

principal amount equal to $360,624,198, which in the case of clause (y) shall evidence 

the principal amount of the Working Capital Advances (each such note, a “Working 

Capital Note”), in the case of clause (z) shall evidence the principal amount of the 

Warranty Advance (the “Warranty Advance Note” and, together with the Initial Note and 

the Working Capital Notes, each a “Note” and, collectively, the “Notes”) and in the case 

of clauses (x) and (y) shall evidence the aggregate principal amount of the General 

Advances (the “General Advance Notes”). Each General Advance Note shall be payable 

pro rata and pari passu with all other General Advance Notes issued hereunder. A Note 

shall be deemed to include any promissory note delivered in substitution or exchange 

therefor and any modifications or supplements thereto. 

1.16. Section 2.02 of the Loan Agreement is hereby amended by adding the following new 

clause (e) at the end thereof: 

(e) As additional consideration to the Lender for making the Warranty 

Advance, in accordance with the terms of the Warrant Agreement, the Borrower shall, on 

the Sixth Draw Date, deliver to the Lender a duly completed Additional Note dated May 

27, 2009 and payable to the Lender in a principal amount equal to $24,053,634. The 

terms of the Additional Note delivered pursuant to this Section 2.02(e) shall be governed 

in all respects by the terms and provisions of Section 1.3 of the Warrant Agreement. 

1.17. Sections 2.05(a) and 2.05(b) of the Loan Agreement are hereby amended and restated in 

their entirety to read as follows: 

(a) (i) On the General Advance Maturity Date, the Borrower shall 

repay to the Lender the aggregate principal amount of all General Advances then 

outstanding under this Loan Agreement, together with all interest thereon, related fees 

and out-of-pocket expenses of the Lender accruing under this Loan Agreement with 

respect thereto and all other General Advance Obligations; provided that, if a 

Termination Event shall have occurred, all such amounts with respect to all General 

Advances shall become due and payable on the thirtieth (30th) day after the Certification 

Deadline without any further action on the part of the Lender. 

 (ii) On the Warranty Advance Maturity Date, the Borrower shall 

repay to the Lender the aggregate principal amount of the Warranty Advance then 

outstanding under this Loan Agreement, together with all interest thereon and fees and 

out-of-pocket expenses of the Lender accruing under this Loan Agreement with respect 

thereto and all other Warranty Advance Obligations. 

(b) Each Advance shall bear interest on the unpaid principal amount thereof 

at a rate per annum equal to LIBOR plus the applicable Spread Amount, payable in 

arrears (i) on each Interest Payment Date in respect of the previous Interest Period, (ii) on 

the applicable Maturity Date, and (iii) on the date of payment or prepayment of such 

Advance in whole or in part, in the amount of interest accrued on the amount paid or 

prepaid; provided that interest accruing pursuant to paragraphs (c) or (d) of this 

Section shall be payable from time to time on demand. 
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1.18. The first sentence of Section 2.06(a) of the Loan Agreement is hereby amended and 

restated in its entirety to read as follows: 

(a) The Advances are prepayable without premium or penalty, in whole or in 

part at any time, in accordance herewith and subject to clause (b) below; provided, 

however, that unless otherwise agreed to by the Lender in writing, the Borrower shall not 

have the right to optionally prepay any portion of the principal amount outstanding of the 

Warranty Advance during the Program Period. 

1.19. Section 2.06(c) of the Loan Agreement is hereby amended and restated in its entirety to 

read as follows: 

(c) Notwithstanding the Borrower’s right to prepay the Advances pursuant 

to this Section 2.06, the Lender’s Lien on the Warranty Advance Collateral will only be 

released upon payment in full of the Warranty Advance, accrued interest thereon, and all 

other Warranty Advance Obligations and the Lender’s Lien on all General Advance 

Collateral will only be released upon payment in full of all General Advances, accrued 

interest thereon, and all other General Advance Obligations. 

1.20. Section 2.07(a) of Appendix A to the Loan Agreement is hereby amended and restated in 

its entirety to read as follows: 

(a) In the event and on each occasion that (i) any Net Proceeds (other than 

Net Proceeds from the disposition of any Warranty Advance Collateral) are received by 

or on behalf of any Loan Party in respect of any Prepayment Event, the Borrower shall, 

within one (1) Business Day after such Net Proceeds are received by the applicable Loan 

Party, prepay the General Advances, in an aggregate amount equal to 100% of such Net 

Proceeds, and (ii) any Net Proceeds are received by or on behalf of any Loan Party from 

the disposition of Warranty Advance Collateral shall be applied in accordance with the 

requirements of Section 1.05 or Section 1.06, as applicable, of the Administration 

Agreement (each such event, a “Mandatory Prepayment”). 

1.21. Section 2.09 of Appendix A is hereby amended and restated in its entirety to read as 

follows: 

Section 2.09 Use of Proceeds

The Borrower shall utilize the proceeds from the Advances (i) in the case of all 

General Advances other than the Working Capital Advance, for general corporate and 

working capital purposes, (ii) in the case of the Working Capital Advance, only in 

accordance with the Use of Proceeds Statement delivered to the Lender with respect 

thereto and (iii) in the case of the Warranty Advance, to capitalize GM Warranty as 

required by or contemplated in the Administration Agreement; provided that, for all 

Advances, the proceeds thereof shall not be used to prepay Indebtedness without the prior 

written consent of the Lender, provided further, that the full amount of the Warranty 

Advance shall be deposited by the Borrower into the Warranty Program Funds Account 

as required by the Administration Agreement. The Advances made hereunder are not and 

shall not be construed as an extension of United States Government Federal funding 

associated with any specific project. 
8 

10278100\V-9

1.22. Section 4.01 of the Loan Agreement is hereby amended by renumbering Section 4.01(b) 

thereof as Section 4.01(c) and adding the following new Section 4.01(b): 

(b) Notwithstanding anything herein or in any other Loan Document to the 

contrary, (i) the Warranty Advance Collateral shall only secure the Borrower’s Warranty 

Advance Obligations, (ii) the Warranty Advance Collateral shall not secure any of the 

Borrower’s General Advance Obligations, (iii) the General Advance Collateral shall only 

secure the Borrower’s General Advance Obligations and (iv) the General Advance 

Collateral shall not secure any of the Borrower’s Warranty Advance Obligations. 

1.23. Section 4.06 of the Loan Agreement is hereby amended by adding the following proviso to 

the end of subclause (b) contained in the first sentence of such section: 

; provided, however, that any and all such proceeds received by the Borrower in 

respect of Warranty Advance Collateral shall be applied only to the Warranty Advance 

Obligations and the excess, if any, shall be delivered to such Person as the Borrower may 

direct. 

1.24. Section 7.17(a)(iii) of the Loan Agreement is hereby amended and restated in its entirety to 

read as follows: 

(iii) No Relevant Company shall pay or accrue any bonus or incentive 

compensation to any Senior Employees except as may be permitted under the EESA or 

the Compensation Regulations; 

1.25. Section 8.03 of Appendix A to the Loan Agreement is hereby amended and restated in its 

entirety to read as follow: 

Section 8.03 Transactions with Affiliates. 

Irrespective of whether such transactions comply with the provisions of Section 

8.03 as set forth in the Loan Agreement, but subject to the other restrictions set forth 

elsewhere in the Loan Agreement, the Loan Parties shall be permitted to transact business 

(i) in the ordinary course with (a) the Joint Ventures in which the Loan Parties or their 

Subsidiaries participate, (b) Delphi Corporation and (c) GM Warranty and (ii) as 

contemplated by the Administration Agreement. 

1.26. Section 8.14 of the Loan Agreement is hereby amended by adding the following at the end 

thereof: 

Notwithstanding anything herein to the contrary, neither the Borrower nor GM 

Warranty shall Dispose of any of the Warranty Collateral at any time during the term of 

the GM Warranty Commitment Program without the prior written consent of the Lender, 

except in the event that amounts held by GM Warranty are distributed as a result of an 

Alternative Government Support or a GM Brand Sale (as such terms are defined in 

Section 1.05 and Section 1.06 of the Administration Agreement, respectively). 

1.27. Section 10(a) of the Loan Agreement is hereby amended by adding the following proviso 

to the first sentence thereof before the ending period: 
9 

10278100\V-9

; provided, however, that the occurrence of an Event of Default referred to in 

Sections 9(i) or (j) shall not cause the principal amount of the Warranty Advance then 

outstanding under this Loan Agreement to become immediately and automatically due 

and payable, but instead any such amount outstanding shall become immediately due and 

payable following delivery of notice of acceleration by the Lender to the Borrower, 

which notice may be delivered by the Lender at its sole discretion, provided further, that 

the occurrence of a Business Failure shall not be an Event of Default with respect to the 

Warranty Advance. 

1.28. Section 10 of the Loan Agreement is hereby amended by adding the following new clause 

(i) at the end thereof: 

(i) For the avoidance of doubt, (i) any Event of Default with respect to any 

General Advance shall be deemed an Event of Default with respect to each other General 

Advance and (ii) any Event of Default with respect to the Warranty Advance shall be 

deemed an Event of Default with respect to each General Advance. 

1.29. Schedule 1.2 of the Loan Agreement is hereby amended by adding “GM Warranty LLC” 

thereto. 

1.30. The Loan Agreement is hereby amended by adding Exhibit A hereto as Exhibit A-1 to the 

Loan Agreement. 

2. MODIFICATION OF LOAN AGREEMENT

2.1. This Amendment Number Four is limited precisely as written and shall not be deemed to 

be a consent to a waiver, amendment or modification of any other term or condition of the Loan 

Agreement, the other Loan Documents, or any of the documents referred to therein or executed in 

connection therewith except as provided in Section 1 hereof, and this Amendment Number Four shall not 

be considered a novation. 

2.2. This Amendment Number Four shall not prejudice any right or rights the Lender may 

now have or may have in the future under or in connection with the Loan Agreement, the other Loan 

Documents or any documents referred to therein or executed in connection therewith. 

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

 After giving effect to this Amendment Number Four, the representations and warranties of the 

Borrower set forth in the Loan Agreement are true and correct in all material respects, and no Default or 

Event of Default has occurred and is continuing on and as of the date of this Amendment Number Four. 

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket expenses 

incurred by the Lender in connection with the documentation of this Amendment Number Four (including 

all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in 

connection with this Amendment Number Four), pursuant to Section 11.03(b) of the Loan Agreement. 
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10278100\V-9

5. CONDITIONS PRECEDENT 

 The effectiveness of this Amendment Number Four and the obligation of the Lender to make the 

Warranty Advance on the Sixth Draw Date is subject to the satisfaction of the following conditions 

precedent (in addition to any conditions precedent that must be satisfied pursuant to the terms of the Loan 

Agreement or any other Loan Document): 

(i) The Lender shall have received: 

a. a duly executed copy of this Amendment Number Four; 

b. a duly executed original Warranty Advance Note pursuant to Section 2.02(a) of the 

Loan Agreement, duly completed and executed; 

c. a duly executed original Additional Note pursuant to Section 2.02(d) of the Loan 

Agreement, duly completed and executed; 

d. a duly executed Notice of Borrowing with respect to the Warranty Advance 

pursuant to Section 2.03 of the Loan Agreement; 

e. a duly executed copy of the Administration Agreement; 

f. a duly executed Joinder No. 2 and Amendment No. 1 to Guaranty and Security 

Agreement, dated as of May 27, 2009 (“Joinder Number Two”) in substantially the 

form attached hereto as Exhibit B; 

g. a duly executed pledge supplement to the Equity Pledge Agreement in 

substantially the form attached hereto as Exhibit C; 

h. a duly executed Acknowledgment and Consent from GM Warranty; 

i. a duly executed Warranty Program Funds Account Control Agreement and 

evidence satisfactory to the Lender that the Warranty Program Funds Account has 

been established; 

j. all other Warranty Commitment Program Documents duly executed by each party 

thereto; and 

k. a duly executed waiver of GM Warranty in the form of Exhibit H-1 to the Loan 

Agreement. 

(ii) No Default or Event of Default under any of the Loan Documents has occurred, and is 

continuing as of the date hereof or will occur after giving effect to this Amendment 

Number Four. 

(iii) Both immediately prior to the making of the Warranty Advance and after giving effect 

thereto and to the intended use of proceeds thereof, the representations and warranties 

made by each Loan Party, including GM Warranty, in Section 6 of the Loan Agreement, 

and by each Loan Party in each of the other Loan Documents, shall be true and complete 

on and as of the date of the making of the Warranty Advance in all material respects with 

the same force and effect as if made on and as of such date (or, if any such representation 
11 

10278100\V-9

or warranty is expressly stated to have been made as of a specific date, as of such specific 

date). In addition, the Lender shall have received an officer’s certificate signed by a 

Responsible Person of the Borrower certifying as to the truth and accuracy of the above, 

which certificate shall be in form and substance acceptable to the Lender in its sole, 

reasonable discretion. 

(iv) The Lender shall have received a certificate of a Responsible Person of each of GM 

Warranty and Saturn, LLC, attesting to the validity of a good standing certificate and 

certified copies of the certificate of formation and operating agreement (or equivalent 

documents) of GM Warranty and Saturn, LLC and of all corporate or other authority for 

GM Warranty and Saturn, LLC, as applicable, with respect to the execution, delivery and 

performance of Joinder Number Two, the Warranty Commitment Program Documents, 

as applicable, and each other document to be delivered by GM Warranty and Saturn, LLC 

from time to time in connection herewith (and the Lender may conclusively rely on such 

certificate until it receives notice in writing from GM Warranty or Saturn, LLC, as 

applicable, to the contrary). 

(v) The Lender shall have received a certificate of a Responsible Person of the Borrower, 

attesting to the validity of a good standing certificate and of all corporate or other 

authority for the Borrower with respect to the execution, delivery and performance of 

Joinder Number Two, the Warranty Commitment Program Documents, as applicable, and 

each other document to be delivered by the Borrower from time to time in connection 

herewith (and the Lender may conclusively rely on such certificate until it receives notice 

in writing from the Borrower to the contrary). 

(vi) The Lender shall have received an incumbency certificate of a secretary or assistant 

secretary of each of the Borrower, Saturn, LLC and GM Warranty certifying the names, 

true signatures and titles of each of the Borrower’s, Saturn, LLC’s and GM Warranty’s 

representatives duly authorized to execute Joinder Number Two, the Warranty 

Commitment Program Documents, as applicable, and the other documents to be delivered 

in connection therewith. 

(vii) The Lender shall have received legal opinions of counsel to the Borrower and GM 

Warranty covering the enforceability of this Amendment Number Four, Joinder Number 

Two and the Warranty Commitment Program Documents in addition to security interest 

and corporate matters. 

(viii) The Lender’s interests in the Warranty Advance Collateral shall be perfected in 

accordance with applicable law, and shall be of first priority, and any necessary waivers, 

amendments, approvals and consents to the pledge of such Warranty Advance Collateral 

shall have been obtained. 

(ix) The Borrower shall have contributed an amount equal to 15% of the initial Expected 

Warranty Cost (as defined in the Administration Agreement) ($49,176,027) to GM 

Warranty and GM Warranty shall have deposited such amounts into the Warranty 

Program Funds Account. 

(x) The Lender shall have received satisfactory evidence that the internal controls with 

respect to the GM Warranty Commitment Program have been established or will be 

established promptly after the date hereof. 
12 

10278100\V-9

(xi) The Lenders shall have received all fees and out of pocket expenses incurred by the 

Lender in connection with the documentation of this Amendment Number Four, the 

Administration Agreement and the other documents to be delivered in connection 

therewith or in connection with the GM Warranty Commitment Program (including 

without limitation, all reasonable fees and out of pocket costs and expenses of legal 

counsel of the Lender incurred in connection with such documentation) in accordance 

with Section 11.03 of the Credit Agreement. 

6. MISCELLANEOUS

6.1 Construction. This Amendment Number Four is executed pursuant to the Loan 

Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or applied 

in accordance with the terms and provisions thereof. No provision of this Amendment shall be construed 

against or interpreted to the disadvantage of the Lender or the Borrower by reason of the Lender or the 

Borrower having or being deemed to have structured or drafted such provision of this Amendment 

Number Four. Whenever the Loan Agreement is referred to in the Loan Documents or any of the 

instruments, agreements or other documents or papers executed and delivered in connection therewith, it 

shall be deemed to mean the Loan Agreement, as amended and modified hereby. 

6.2 Counterparts. This Amendment Number Four may be executed simultaneously in any 

number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts 

shall constitute one and the same instrument. The parties agree that this Amendment Number Four may 

be transmitted between them by email or facsimile. The parties intend that faxed signatures and 

electronically imaged signatures (such as .pdf files) shall constitute original signatures and are binding on 

all parties. The original documents shall be promptly delivered, if requested. 

6.3 Governing Law. This Amendment Number Four shall be governed by and construed in 

accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement. 

6.4 Successors and Assigns. This Amendment Number Four shall be binding upon and inure 

to the benefit of the parties hereto and to their respective successors and permitted assigns. 

6.5 Entire Agreement; Modification. Except as expressly provided in this Amendment 

Number Four, the Loan Agreement is, and shall continue to be, in full force and effect in accordance with 

its terms, without amendment thereto, and is, in all respects, ratified and confirmed. This Amendment 

Number Four is intended by the parties hereto to be the final expression of their agreement with respect to 

the subject matter hereof, and is the complete and exclusive statement of the terms thereof, 

notwithstanding any representations, statements or agreements to the contrary heretofore made. The Loan 

Agreement, as amended and modified hereby, may only be further amended, restated, supplemented, or 

otherwise modified in accordance with the provisions thereof. 

6.6 Headings. The headings, captions and arrangements used in this Amendment Number 

Four are for reference purposes only and shall not affect the meaning or interpretation of this Amendment 

Number Four. 

[SIGNATURE PAGE FOLLOWS]


10278100\V-9

EXHIBIT A 

EXHIBIT A-1

FORM OF WARRANTY ADVANCE NOTE 

$360,624,198 

May 27, 2009 Washington, District of Columbia 

FOR VALUE RECEIVED, GENERAL MOTORS CORPORATION, a Delaware 

corporation (the “Borrower”), hereby promises to pay to the order of THE UNITED STATES 

DEPARTMENT OF THE TREASURY (the “Lender”), at the principal office of the Lender in 

Washington, D.C. in lawful money of the United States, and in immediately available funds, the principal 

sum of $360,624,198 (or such lesser amount as shall equal the aggregate unpaid principal amount of the 

Warranty Advance made by the Lender to the Borrower under the Loan Agreement), on the dates and in 

the principal amounts provided in the Loan Agreement, and to pay interest on the unpaid principal 

amount of such Warranty Advance, at such office, in like money and funds, for the period commencing 

on the date of such Warranty Advance until such Warranty Advance shall be paid in full, at the rates per 

annum and on the dates provided in the Loan Agreement. 

The date, amount and interest rate of the Warranty Advance made by the Lender to the 

Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on 

its books and, prior to any transfer of this Warranty Advance Note, endorsed by the Lender on the 

schedule attached hereto or any continuation thereof; provided, that the failure of the Lender to make any 

such recordation or endorsement shall not affect the obligations of the Borrower to make a payment when 

due of any amount owing under the Loan Agreement or hereunder in respect of the Warranty Advance 

made by the Lender. 

This Warranty Advance Note is the Warranty Advance Note referred to in the Loan and 

Security Agreement dated as of December 31, 2008 (as amended, supplemented or otherwise modified 

and in effect from time to time, the “Loan Agreement”), between the Borrower, certain Subsidiaries of the 

Borrower and The United States Department of the Treasury, as Lender, and evidences the Warranty 

Advance made by the Lender thereunder. Terms used but not defined in this Warranty Advance Note 

have the respective meanings assigned to them in the Loan Agreement. 

The Borrower agrees to pay all the Lender’s costs of collection and enforcement 

(including reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this Warranty 

Advance Note when incurred, including, without limitation, reasonable attorneys’ fees through appellate 

proceedings. 

Notwithstanding the pledge of the Warranty Advance Collateral, the Borrower hereby 

acknowledges, admits and agrees that the Borrower’s obligations under this Warranty Advance Note are 

recourse obligations of the Borrower to which the Borrower pledges its full faith and credit. 

The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence, 

presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this 

Warranty Advance Note, (b) expressly agree that this Warranty Advance Note, or any payment 

hereunder, may be extended from time to time, and consent to the acceptance of further Warranty 

Advance Collateral, the release of any Warranty Advance Collateral for this Warranty Advance Note, the 

release of any party primarily or secondarily liable hereon, and (c) expressly agree that it will not be 

necessary for the Lender, in order to enforce payment of this Warranty Advance Note, to first institute or 
10278100\V-9

exhaust the Lender’s remedies against the Borrower or any other party liable hereon or against any 

Warranty Advance Collateral for this Warranty Advance Note. No extension of time for the payment of 

this Warranty Advance Note, or any installment hereof, made by agreement by the Lender with any 

person now or hereafter liable for the payment of this Warranty Advance Note, shall affect the liability 

under this Warranty Advance Note of the Borrower, even if the Borrower is not a party to such 

agreement; provided, however, that the Lender and the Borrower, by written agreement between them, 

may affect the liability of the Borrower. 

Any reference herein to the Lender shall be deemed to include and apply to every 

subsequent holder of this Warranty Advance Note. Reference is made to the Loan Agreement for 

provisions concerning optional and mandatory prepayments, Warranty Advance Collateral, acceleration 

and other material terms affecting this Warranty Advance Note. 

Any enforcement action relating to this Warranty Advance Note may be brought by 

motion for summary judgment in lieu of a complaint pursuant to Section 3213 of the New York Civil 

Practice Law and Rules. The Borrower hereby irrevocably and unconditionally submits for itself and its 

property in any legal action or proceeding relating to this Warranty Advance Note or the Loan 

Agreement, or for recognition and enforcement of any judgment in respect thereof, to the exclusive 

general jurisdiction of any court of the State and county of New York, or in the United States District 

Court for the Southern District of New York. The Borrower consents that any such action or proceeding 

may be brought in such courts and, to the extent permitted by law, 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. The Borrower 

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 form of mail), postage prepaid, to its address 

set forth in the Loan Agreement or at such other address of which the Lender shall have been notified. 

The Borrower agrees that nothing in this Warranty Advance Note shall affect the right to effect service of 

process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction. 

Insofar as there may be no applicable Federal law, this Warranty Advance Note shall be 

construed in accordance with the laws of the State of New York, without regard to any rule of conflicts of 

law (other than Section 5-1401 of the New York General Obligations Law) that would result in the 

application of the substantive law of any jurisdiction other than the State of New York. Nothing in this 

Warranty Advance Note shall require any unlawful action or inaction by the Borrower. 

THIS WARRANTY ADVANCE NOTE HAS BEEN ISSUED WITH AN ORIGINAL ISSUE 

DISCOUNT (“OID”) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES. THE ISSUE 

PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS WARRANTY 

ADVANCE NOTE MAY BE OBTAINED BY WRITING TO THE BORROWER AT 767 FIFTH 

AVENUE, NEW YORK, NEW YORK 10153. 
10278100\V-9

GENERAL MOTORS CORPORATION 

By: 

Name: 

Title: 
10278100\V-9

SCHEDULE OF WARRANTY ADVANCE 

This Warranty Advance Note evidences the Warranty Advance made under the withindescribed Loan Agreement to the Borrower, on the date, in the principal amount and bearing interest at 

the rates set forth below, and subject to the payments and prepayments of principal set forth below: 
10278100\V-9

 LOAN GRID 

Date of 

Borrowing 

and 

Rate 

Principal Amount 

of 

Advance 

Amount of 

Principal Paid 

or Prepaid 

Unpaid 

Principal 

Balance 

Notation 

Made By 

 

 
10278100\V-9

EXHIBIT B 

FORM OF JOINDER NO. 2 AND AMENDMENT NO. 1 

TO GUARANTY AND SECURITY AGREEMENT 
10278100\V-9

EXHIBIT C 

FORM OF PLEDGE SUPPLEMENT 
-1- 

EXECUTION COPY

ADMINISTRATION AGREEMENT 

This Administration Agreement (the “Agreement”) is made and entered into as of May 27, 2009, 

by and among General Motors Corporation, a Delaware corporation (“General Motors 

Corporation”), GM Warranty LLC, a Delaware limited liability company (“GM Warranty”), 

General Motors Product Services, Inc., a Delaware corporation, General Motors Overseas 

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

company, and Controladora General Motors, S.A. de C.V., a Mexican corporation, GM Global 

Technologies Operations, Inc., a Delaware corporation, (each of the foregoing and General 

Motors Corporation are jointly referred to herein as the “Company” and each is also a “Party”, 

and collectively, the “Parties”). Capitalized terms used and not otherwise defined herein have 

the meanings set forth on Schedule A hereto or, if not set forth therein, in the Loan and Security 

Agreement. 

R E C I T A L S

WHEREAS, the Company is obligated under express limited warranties to cover new 

automobiles and light trucks manufactured by General Motors Corporation and certain of its 

subsidiaries (“General Motors Vehicles”) sold to retail customers (excluding all fleet sales) in the 

United States of America and Mexico for the cost of all parts and labor needed to repair certain 

items on any new General Motors Vehicle, once it has left the manufacturing plant, that is 

defective in material, workmanship or factory preparation, which are more fully described in 

Exhibit A hereto, exclusive of Policy Payments, and including any modifications permitted under 

Section 2.03, below (the “Limited Warranties”); 

WHEREAS, GM Warranty has been formed to establish a source of funds to ensure that 

the Limited Warranties and any Vehicle Recalls applicable to Subject Vehicles (the “Subject 

Limited Warranties”) for which Company retains any Limited Warranty obligations (the 

“Limited Warranty Obligations”) will be honored and is intended to provide confidence to retail 

consumers considering purchasing or leasing a new General Motors Vehicle during the Program 

Period (the “GM Warranty Commitment Program” or the “Program”); 

WHEREAS, GM Warranty has been or will be initially capitalized with sufficient funds, 

which consist of funds provided by both General Motors Corporation and the Lender, to satisfy 

the Limited Warranty Obligations under the GM Warranty Commitment Program consistent with 

the financial projections and assumptions set forth in Exhibit B hereto; 

WHEREAS, during the term of the GM Warranty Commitment Program, the respective 

Company will continue to perform the Limited Warranty Obligations in accordance with the 

terms and subject to the conditions of the Subject Limited Warranties; provided, however, that in 

the event of a Business Failure, GM Warranty will perform the obligations set forth in this 

Agreement; 
 -2- 

EXECUTION COPY 

27323262\V-12

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which 

are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows: 

Article I. Duties of GM Warranty. 

Section 1.01 Administration of Claims. In the event of a Business Failure or in the event the 

Lender has provided notice to GM Warranty that it reasonably believes a Business Failure is 

imminent (a “Notice of Imminent Business Failure”), GM Warranty shall, as soon as practicable, 

upon receipt of the prior written approval of the Lender, use the funds contributed to it by 

General Motors Corporation to enter into agreements with one or more third parties to assume 

the Limited Warranty Obligations from the relevant Companies or provide limited warranty 

benefits to the Persons entitled thereto substantially similar to the Limited Warranty Obligations; 

provided, however, that until such time as GM Warranty has entered into such an agreement with 

one or more third parties, GM Warranty may arrange to reimburse, on behalf of any relevant 

Company, any Warranty Servicer that has performed the Limited Warranty Obligations but has 

not been reimbursed for the cost of performing such obligations by the relevant Company or any 

other Person prior to such Business Failure; provided further, however, that such Warranty 

Servicer provides documentation reasonably satisfactory to GM Warranty sufficient to establish 

that the services provided were in satisfaction of the Limited Warranty Obligations and that the 

cost of performing such Limited Warranty Obligations were just and reasonable and have not 

been reimbursed by the relevant Company. Limited Warranty Program Data shall be provided 

by each Company to GM Warranty within five (5) Business Days after receipt of a Notice of 

Imminent Business Failure. 

Section 1.02 Extinguishment of Warranty Liabilities. In the event of a Business Failure, upon 

the prior written consent of the Lender, in addition to transferring or assigning the Limited 

Warranty Obligations of the relevant Companies to a Person legally authorized to assume the 

Limited Warranty Obligations or contracting with one or more third parties to provide limited 

warranty benefits substantially similar to the those benefits covered under the Subject Limited 

Warranties as provided in Section 1.01 above, GM Warranty may take all reasonable actions 

necessary or appropriate to settle or extinguish the Limited Warranty Obligations in a manner 

mutually agreeable to GM Warranty and the purchaser of a Subject Vehicle. 

Section 1.03 Services of GM Warranty. In the event of a Business Failure or in the event the 

Lender has provided a Notice of Imminent Business Failure, prior to such time as GM Warranty 

has entered into agreements with one or more third parties to assume the Limited Warranty 

Obligations from the relevant Companies or provide limited warranty benefits substantially 

similar to those benefits covered under the Subject Limited Warranties pursuant to Section 1.01 

above, with the prior written consent of the Lender, GM Warranty shall use the funds contributed 

to it by General Motors Corporation to contract with one or more third party administrators to 

negotiate and contract for the transfer or extinguishment of the Limited Warranty Obligations as 

provided in Sections 1.01 and 1.02 above, or to provide those services necessary or appropriate 

to perform the Limited Warranty Obligations in the event of a Business Failure (any such 

agreements, the “TPA Agreement(s)”). In the event GM Warranty fails to enter into a TPA 

Agreement within ten (10) Business Days of a Business Failure or the receipt of a Notice of 

Imminent Business Failure, the Lender shall be authorized to negotiate and bind GM Warranty to 
 -3- 

EXECUTION COPY 

27323262\V-12

such a TPA Agreement. The services to be provided by the third party administrator pursuant to 

the TPA Agreement shall include, but not be limited to, the following: 

(a) certify the eligibility of claimants under the Subject Limited Warranties, determine the 

validity of claims, and make any investigations to confirm the validity of the claims as 

may be necessary; 

(b) process all Subject Limited Warranty claims in a manner consistent with the terms and 

conditions of the Subject Limited Warranties and any applicable law; 

(c) accurately pay covered claims in accordance with the terms and subject to the conditions 

of the Subject Limited Warranties, each Company's policies and procedures and any 

applicable law; 

(d) promptly notify GM Warranty of any claims that are disputed, suspected to be fraudulent, 

or otherwise questionable (including but not limited to any claims involving allegations 

of improper claim handling, breach of contract, misrepresentation, negligence, breach of 

statutory duty, and failure to act in good faith), refer such claims to GM Warranty for 

consideration and final decision and act on each Company's instructions following such 

referral; 

(e) notify and forward to GM Warranty, as soon as reasonably practicable and in any event 

within 5 days after receipt thereof, any claims-related inquiries from any regulatory 

agencies together with any proposed response and supporting documents;

(f) notify and forward to GM Warranty, as soon as reasonably practicable and in any event 

within 5 days after receipt thereof, any notice or service of actual, threatened, pending, 

imminent, or existing litigation relating to claims-related matters; 

(g) report to GM Warranty on a mutually agreed basis all detailed claim information in 

format mutually agreed to by the Parties; 

(h) obtain any and all authorizations and licenses, if any, required to adjust and settle claims 

on behalf of GM Warranty; 

(i) allow GM Warranty to conduct periodic audits of all claim related materials and claim 

files; and 

(j) perform any other administrative functions incidental to the proper execution of the claim 

service function as may be required by any Company or GM Warranty or as may be 

required by applicable law. 

Section 1.04 Use of Funds. GM Warranty acknowledges and agrees that it will not, without 

the prior written consent of the Lender, use the funds initially contributed to it by General 

Motors Corporation or contributed to it pursuant to Section 2.02, or any other monies received 

by GM Warranty from time to time, for any purpose other than to fulfill its obligations as set 

forth in Article I hereof, and to make distributions as provided in Sections 1.05, 1.06, and 5.02. 

All such funds and other monies shall be deposited in the Account and shall be subject to the 
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Account Control Agreement. No such funds and other monies shall be distributed from the 

Account without the written consent of the Lender. 

Section 1.05 Alternative Governmental Support. Notwithstanding Sections 1.01, 1.02 and 

1.03, if any Foreign Government, agency, instrumentality, program, facility or other entity of any 

type funded or supported by a Foreign Government provides any guaranty, substitute coverage, 

or any other form of financial support (“Alternative Government Support”) that results in the 

owner of a Subject Vehicle or any other Person receiving limited warranty guarantees, benefits 

or payments substantially similar to the Limited Warranty Obligations of the respective 

Company, then the Subject Vehicles covered by such Alternative Government Support shall be 

excluded from the Program and this Agreement, and upon written notice with supporting detail 

from the Company, all amounts held by GM Warranty (that were included in the determination 

of the Initial Expected Warranty Costs or Additional Funds, as defined below) in connection 

with such Subject Vehicles shall be distributed, except to the extent additional funds are required 

in accordance with Section 2.02, as follows: (i) twelve percent (12%) of such amount to General 

Motors Corporation and (ii) eighty-eight percent (88%) of such amount to the Lender (a) to 

reduce any accrued but unpaid interest amount due to the Lender with respect to the Warranty 

Advance pursuant to the Loan and Security Agreement, (b) after all interest due and owing has 

been paid, to reduce any outstanding principal amount due to the Lender with respect to the 

Warranty Advance pursuant to the Loan and Security Agreement, and (c) thereafter, to any other 

Obligations related the Warranty Advance. The respective Company participating in such 

Alternative Government Support and GM Warranty shall thereafter have no further obligations 

under this Agreement in connection with the Subject Vehicle(s) excluded from the Program. 

Section 1.06 GM Brand Sale. Notwithstanding Sections 1.01, 1.02 and 1.03, if any General 

Motors Corporation brand is sold to a third party together with the Limited Warranty Obligations 

relating to such General Motors Corporation brand (a “GM Brand Sale”), any Subject Vehicles 

subject to such GM Brand Sale (only to the extent of the Limited Warranty Obligations that are 

also transferred in connection with such a GM Brand Sale), shall thereafter be excluded from the 

Program and GM Warranty shall have no further obligations under this Agreement in connection 

with the Subject Vehicles excluded from the Program. Upon written notice with supporting 

detail from the Company, all amounts held by GM Warranty with respect to such Subject 

Vehicles shall be distributed, except to the extent additional funds are required in accordance 

with Section 2.02, as follows: (i) twelve percent (12%) of such amount to General Motors 

Corporation and (ii) eighty-eight percent (88%) of such amount to the Lender (a) to reduce any 

accrued but unpaid interest amount due to the Lender with respect to the Warranty Advance 

pursuant to the Loan and Security Agreement, (b) after all interest due and owing has been paid, 

to reduce any outstanding principal amount due to the Lender with respect to the Warranty 

Advance pursuant to the Loan and Security Agreement and (c) thereafter, to any other 

Obligations related the Warranty Advance. 

Article II. Obligations of Each Company. 

Section 2.01 Expected Warranty Costs. Each Company warrants that its assumptions and 

projections concerning the number of Subject Vehicles, by vehicle type and the average cost per 

vehicle of providing the Limited Warranty Obligations, as set forth in Exhibit B, both of which 

have been used by and relied upon by GM Warranty and the Lender to determine the Expected 
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Warranty Costs and the initial capitalization of GM Warranty, are believed by such Company in 

good faith to be fair and reasonable and based on historic actual experience of such Company 

with respect to the Limited Warranties and the Limited Warranty Program Data of such 

Company. 

Section 2.02 Updated Expected Warranty Costs. Commencing promptly after the Closing 

Date, each Company shall provide to GM Warranty, with a copy to the Lender, a Periodic Report 

(as defined below). In the event (i) the number of actual Subject Vehicles changes; (ii) the 

relative proportion of the different types of Subject Vehicles changes such that the average cost 

of the Limited Warranty Obligations per Subject Vehicle changes; or (iii) the estimated average 

cost of the Limited Warranty Obligation per Subject Vehicle (i.e., claim reserve) changes from 

the projections used to develop the Expected Warranty Cost based on actual claims experience, 

such that the aggregate Updated Expected Warranty Costs reflecting such changes is more than 

ten percent (10%) greater than the Expected Warranty Cost determined as of the Closing Date, 

General Motors Corporation shall contribute additional funds to GM Warranty (the “Additional 

Funds”) in an amount sufficient to ensure that the Account has on deposit an amount equal to not 

less than 125% of the Updated Expected Warranty Cost for the Subject Vehicles, provided, 

however, in determining the Additional Funds to be contributed by General Motors Corporation 

to GM Warranty, General Motors Corporation shall be permitted to reduce the amount of the 

Additional Funds (prior to application of the 125% multiplier) by the actual Limited Warranty 

Obligations paid by any Company on Subject Vehicles. Any Additional Funds shall be 

contributed within ten (10) Business Days after receipt of the Periodic Report indicating such 

increased funding requirement. 

Section 2.03 Modification of Limited Warranties. Any Company may modify the limited 

warranties provided in connection with Subject Vehicles, provided that prior to such 

modification, such Company shall provide the Lender with a report and supporting data, 

demonstrating that (i) the cost of any modifications would not reasonably be expected to be 

material in the context of the GM Warranty Commitment Program, and (ii) the amount of the 

initial Expected Warranty Costs, or Updated Expected Warranty Cost if Additional Funds are 

contributed pursuant to Section 2.02, is sufficient to cover Limited Warranty Obligations 

resulting from such modifications. Any Company may materially modify the limited warranties 

provided in connection with Subject Vehicles; provided that any such material modifications of 

such Limited Warranty Obligations shall not be effective without the prior written consent of the 

Lender. For purposes of this Section 2.03, a material modification to the Limited Warranty 

Obligations shall mean any and all modifications, in the aggregate, that are reasonably expected 

to increase the aggregate Expected Warranty Cost by ten percent (10%) or more. 

Section 2.04 Transfer of Limited Warranties. Each Company authorizes GM Warranty to act 

and to enter into binding agreements on its behalf to transfer or contract for the servicing of the 

Subject Limited Warranties and Limited Warranty Obligations as provided in Sections 1.01 and 

1.03, above. 

Section 2.05 Notice to Warranty Servicer. In the event the End Date of the Program Period is 

changed to a date prior to July 31, 2009 (or such extended time period as the Lender and the 

Companies shall have mutually agreed upon), or upon execution of any amendments to this 
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Agreement that change the obligations of the Parties under Article I hereof, the Companies shall 

immediately provide written notice of such change or amendment to its Warranty Servicers. 

Section 2.06 Perpetual License. 

(a) To the extent that any Company Owned Materials are reasonably necessary for GM 

Warranty to enter into a contract with one or more third parties and for any such third 

party to assume the Limited Warranty Obligations from any Company or provide limited 

warranty benefits to Persons entitled thereto substantially similar to those benefits 

covered under the Subject Limited Warranties, or for GM Warranty to exercise its rights 

and discharge its obligations under this Agreement (“Obligations of GM Warranty”), 

each Company each hereby grants to GM Warranty and any third party that contracts 

with GM Warranty as contemplated under this Agreement, a worldwide, non-exclusive, 

perpetual, transferable, royalty free license to all its right, title and interest (including all 

its Intellectual Property) in and to all Company Owned Materials to access, use, operate, 

copy, store, sublicense and otherwise exploit such Company Owned Materials reasonably 

necessary for GM Warranty to perform the Obligations of GM Warranty. Nothing 

contained in this Agreement shall prevent GM Warranty or any third party from 

independently developing General Know How. 

(b) To the extent that any Materials that are subject to third party licenses with any Company 

(“Other Materials”) are reasonably necessary for GM Warranty to perform the 

Obligations of GM Warranty, such Company (as licensee under the applicable license) 

hereby grants to GM Warranty and any third party that contracts with GM Warranty as 

contemplated under this Agreement, a worldwide, non-exclusive, perpetual, royalty free 

sublicense to access, use, operate, copy, store and sublicense such Other Materials to 

permit GM Warranty to perform the Obligations of GM Warranty; provided that any such 

third party agrees to access and use such Company Owned Materials and Other Materials 

only in accordance with the terms of this Section 2.06. 

(c) To the extent that any Materials that are subject to third party licenses with any Company 

may be sublicensed by such Company only with the consent of such third party, such 

Company shall use its best efforts to obtain any required consent of any such third party 

to sublicense such Materials to GM Warranty and any third party that enters into a 

contract with GM Warranty as contemplated by Section 1.01. 

Section 2.07 Rights in Event of Bankruptcy Rejection. Notwithstanding any other provision of 

this Agreement to the contrary, in the event that General Motors Corporation or any other 

Company becomes a debtor under the United States Bankruptcy Code (11 U.S.C. §101 et. seq. or 

any other insolvency statute) (the “Bankruptcy Code”) and rejects this Agreement pursuant to 

Section 365 of the Bankruptcy Code (a “Bankruptcy Rejection”), (i) any and all of the licensee 

rights of GM Warranty, its agents or any third party arising under or otherwise set forth in this 

Agreement shall be deemed fully retained by and vested in GM Warranty, its agents or any third 

party administrator as protected intellectual property rights under Section 365(n)(1)(b) of the 

Bankruptcy Code and further shall be deemed to exist immediately before the commencement of 

the bankruptcy case in which General Motors Corporation or any other Company is the debtor; 

(ii) GM Warranty, its agents or any third party administrator shall have all of the rights afforded 
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to non-debtor licensees and sub-licensees under Section 365(n) of the Bankruptcy Code; and (iii) 

to the extent any rights of GM Warranty, its agents or any third party administrator under this 

Agreement which arise after the termination or expiration of this Agreement are determined by a 

bankruptcy court not to be “intellectual property rights” for purposes of Section 365(n), all of 

such rights shall remain vested in and fully retained by GM Warranty, its agents or any third 

party administrator after any Bankruptcy Rejection as though this Agreement were terminated or 

expired. GM Warranty, its agents or any third party administrator shall, under no circumstances, 

be required to terminate this Agreement after a Bankruptcy Rejection in order to enjoy or acquire 

any of its rights under this Agreement. 

Section 2.08 Reporting. The Companies shall maintain at all times appropriate internal controls 

consistent with past practices to monitor the validity of Warranty Claim payments. Throughout 

the term of the Warranty Loan and the Warranty Program, the Company shall collect, maintain 

and preserve reasonable records, showing the cost for all warranty components by vehicle model, 

based upon historical experience, and evidencing the validity of Warranty Claim payments and 

the utilization of the Warranty Program Funds. On a periodic basis, as indicated below, General 

Motors Corporation shall provide to GM Warranty, with a copy to Lender a report (the “Periodic

Report”) providing the following information: 

 

(a) Subject Vehicles by type, manufacturer and location (at least monthly, but more 

frequently at the option of such Company); 

(b) the cost of fulfilling the Limited Warranty Obligations for Subject Vehicles (at least 

monthly, but more frequently at the option of such Company); 

(c) any proposed adjustment to the remaining GM Warranty Commitment Program reserves 

on Subject Vehicles based on Limited Warranty Program Data payments made and 

updated historical warranty claim experience (at least quarterly, but more frequently at 

the option of such Company); and 

(d) Vehicle Recall experience and costs (at least quarterly, but more frequently at the option 

of such Company). 

Article III. Confidentiality. 

Section 3.01 Confidentiality. No Company nor GM Warranty shall disclose or communicate at 

any time to any other person any confidential information or trade secrets relating to the business 

of the other Party or any affiliate or agent thereof, including but not limited to business methods 

and techniques, research data, marketing and sales information, customer lists, know-how and 

any other information concerning the business of the other Party or any affiliate or agent thereof, 

its manner of operation, plans or other data not disclosed to the general public, unless prior 

written consent is obtained from the other Party. The Limited Warranty Program Data shall be 

considered confidential information under Section 3.01 by GM Warranty, the Lender and any 

third party that enters into a contract with GM Warranty pursuant to Section 1.03. GM Warranty 

shall obtain a written agreement from each third party engaged by GM Warranty pursuant to 

Article I hereof to be bound by the terms of the preceding sentences. 
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Article IV. Limitation of Liability. 

Section 4.01 Limitation of Liability. To the fullest extent permitted by applicable law, none of 

the Parties, no employee or agent of the Parties nor any employee, representative, agent or 

Affiliate of any Party (collectively, the “Covered Persons”) shall be liable to any Company or 

any other Person that is a party to or is otherwise bound by this Agreement or who has an interest 

in or claim against any Company for any loss, damage or claim incurred by reason of any act or 

omission performed or omitted by such Covered Person in good faith on behalf of such 

Company and in a manner reasonably believed to be within the scope of the authority conferred 

on such Covered Person by this Agreement, except that a Covered Person shall be liable for any 

such loss, damage or claim incurred by reason of such Covered Person’s gross negligence or 

willful misconduct. 

Article V. Term and Termination. 

Section 5.01 Term and Termination. This Agreement shall be effective as of the Closing Date 

and shall continue for a term ending the earliest of (i) one year after July 31, 2009 (including any 

extensions thereof, which term may be extended by the Lender, at its sole discretion, for any 

period that a Company is subject to a bankruptcy proceeding or has suspended, terminated or is 

otherwise not satisfying its Limited Warranty Obligations), if a Business Failure of General 

Motors Corporation or any Company has not occurred prior to such date (the “Final Termination 

Date”), in which event the obligations of the GM Warranty under Sections 1.01, 1.02 and 1.03 of 

this Agreement shall terminate and the respective Company shall retain full responsibility for 

any remaining Limited Warranty Obligations; (ii) the date GM Warranty enters into agreements 

with one or more third parties to assume the Limited Warranty Obligations or provide limited 

warranty benefits to Persons entitled thereto substantially similar to those benefits covered under 

the Subject Limited Warranties as described in Section 1.01; or (iii) upon written notice from 

General Motors Corporation that it has completed a successful reorganization or restructuring, 

and delivery of written concurrence by the Lender of completion of a successful reorganization 

or restructuring, as determined by the Lender in its sole discretion, prior to the Final Termination 

Date (the earliest of (i), (ii) and (iii), the “Termination Date”). 

Section 5.02 Application of Funds Upon Termination. Upon the Termination Date all amounts 

available in the Account together with any additional funds contributed by General Motors 

Corporation pursuant to Section 2.02 and any other monies received by GM Warranty from time 

to time shall be distributed in the following order of priority: 

first, in the case of a termination arising under clause (ii) in Section 5.01 above, to 

pay to any third party that enters into a contract with GM Warranty pursuant to Sections 1.01 or 

1.03 the costs and expenses incurred in connection with (i) transferring the Limited Warranty 

Obligations to any such third party, (ii) administering the Limited Warranty Obligations on 

behalf of any Company if such Company ceases to pay such claims, and (iii) replacing the 

Limited Warranty Obligations with limited warranty benefits substantially similar to the Limited 

Warranty Obligations; 
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second, in all cases, to pay the outstanding interest due to the Lender with respect 

to the Warranty Advance pursuant to the Loan and Security Agreement until such outstanding 

interest amount shall have been paid in full; 

third, in all cases, to pay the outstanding principal amount due to the Lender with 

respect to the Warranty Advance pursuant to the Loan and Security Agreement until such 

outstanding principal amount shall have been paid in full; 

fourth, to distribute any remaining amount to the Member of GM Warranty in 

accordance with the terms of the Limited Liability Company Agreement of GM Warranty LLC. 

Section 5.03 Survival. Notwithstanding anything in this Agreement to the contrary, any 

provision of this Agreement that contemplates performance or observance subsequent to any 

termination or expiration of this Agreement shall survive any termination or expiration of this 

Agreement and continue in full force and effect. 

Article VI. Miscellaneous. 

Section 6.01 Counterparts. This Agreement may be executed simultaneously in any number of 

counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall 

constitute one and the same instrument. The Parties agree that this Agreement may be 

transmitted between them by email or facsimile. The Parties intend that faxed signatures and 

electronically imaged signatures (such as .pdf files) shall constitute original signatures and are 

binding on all Parties. The original documents shall be promptly delivered, if requested. 

Section 6.02 Governing Law. This Agreement shall be governed by and construed under the 

laws of the State of New York (without regard to conflict of laws principles), all rights and 

remedies being governed by said laws. 

Section 6.03 Successors and Assigns. This Agreement shall be binding upon and inure to the 

benefit of the Parties and to their respective successors and permitted assigns. 

Section 6.04 Independent Contractor. GM Warranty is an independent contractor, and nothing 

herein shall be construed to create the relationship of employer/employee, principal/ agent, 

partners or joint venturers between GM Warranty and any Company. 

Section 6.05 Entire Agreement; Modification. This Agreement is intended by the Parties to be 

the final expression of their agreement with respect to the subject matter hereof, and is the 

complete and exclusive statement of the terms thereof, notwithstanding any representations, 

statements or agreements to the contrary heretofore made. 

Section 6.06 Headings. The headings, captions and arrangements used in this Agreement are 

for reference purposes only and shall not affect the meaning or interpretation of this Agreement. 

Section 6.07 Severability of Provisions. Each provision of this Agreement shall be considered 

severable and if for any reason any provision or provisions herein are determined to be invalid, 

unenforceable or illegal under any existing or future law, such invalidity, unenforceability or 
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illegality shall not impair the operation of or affect those portions of this Agreement which are 

valid, enforceable and legal. 

Section 6.08 Amendments. This Agreement may be modified, altered, supplemented or 

amended pursuant to a written agreement executed by the Parties; provided, however, that the 

Parties agree that the Program Period End Date may be modified by the Lender as provided in 

the definition of Program Period and that any change in the Program Period End Date set forth in 

a Notice of Program End provided by the Lender to the Parties shall be incorporated into this 

Agreement and shall be binding on the Parties. Notwithstanding anything to the contrary in this 

Agreement, so long as any Obligation is outstanding, this Agreement may not be modified, 

altered, supplemented or amended unless the Lender consents in writing. 

Section 6.09 Notices. Any notices required to be delivered hereunder shall be in writing and 

personally delivered, mailed or sent by facsimile, electronic mail or other similar form of rapid 

transmission, and shall be deemed to have been duly given upon receipt (a) in the case of the 

Company, to the Company at its address as may be designated by written notice to the other 

Parties, (b) in the case of the GM Warranty c/o General Motors Corporation, 300 Renaissance 

Center, Detroit, Michigan 48265, attention: GMNA Controller (with a copy to General 

Counsel), (c) in case of the Lender and General Motors Corporation, in accordance with the 

Notice provisions of the Loan and Security Agreement and (d) in the case of any of the 

foregoing, at such other address as may be designated by written notice to the other Parties. 

Section 6.10 Rules of Construction. Definitions in this Agreement and in Schedule A hereto 

apply equally to both the singular and plural forms of the defined terms. The words “include” 

and “including” shall be deemed to be followed by the phrase “without limitation,” and words of 

masculine, feminine or neuter gender shall mean and include the correlative words of the other 

genders. The terms “herein,” “hereof” and “hereunder” and other words of similar import refer 

to this Agreement as a whole and not to any particular Section, paragraph or subdivision. The 

Section titles appear as a matter of convenience only and shall not affect the interpretation of this 

Agreement. All Section, paragraph, clause, Exhibit or Schedule references not attributed to a 

particular document shall be references to such parts of this Agreement. References to any 

agreement herein includes any schedules and exhibits attached thereto, as well as any 

amendments, restatements, supplements or other modifications thereto from time to time. 

[Signature page follows] 
t> - By >--

Name \dtLMjstrr Name Ad4Mistrv

Title: Afstant Treasurer Title: Vid President

GENERAL MOTORS OVERSEAS GM WARRANTY LLC

DISTRIBUTION CORPORATION A

/ By: i——— c1

- ----

-- Name kditMast——

Name &diIMst-— Title Vice President

Title: ViërPiesident

GM GLOBAL TECHNOLOGIES

CONTROLADORA GENERAL MOTORS. OPERATIONS, INC.

S.A. DE CV.

By:______

By:

Name: AdilMistry

Name:

Title:

GENERAL MOTORS PRODUCT

SERVICES, INC.

By: -Th

Namt

Title: \‘ieresident


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SCHEDULE A 

Definitions

A. Definitions

When used in this Agreement, the following terms not otherwise defined herein or in the 

Loan and Security Agreement shall have the following meanings: 

“Account” means the securities account established pursuant to the Account Control 

Agreement. 

“Account Control Agreement” means the Securities Custody Account and Account 

Control Agreement by and among GM Warranty, the Lender and JPMorgan Chase Bank, N.A., 

dated May 27, 2009. 

“Additional Funds” has the meaning given to such term in Section 2.02. 

“Bankruptcy” means, with respect to any Person, (i) if such Person makes a general 

assignment for the benefit of creditors, (ii) if such Person files a voluntary petition in bankruptcy, 

(iii) if such Person is adjudged a bankrupt or insolvent, or has entered against it an order for 

relief, in any bankruptcy or insolvency proceedings, (iv) if such Person files a petition or answer 

seeking for itself any reorganization, arrangement, composition, readjustment, liquidation or 

similar relief under any statute, law or regulation, (v) if such Person files an answer or other 

pleading admitting or failing to contest the material allegations of a petition filed against it in any 

proceeding of this nature, (vi) if such Person seeks, consents to or acquiesces in the appointment 

of a trustee, receiver or liquidator of the Person or of all or any substantial part of its properties, 

or (vii) if 60 days after the commencement of any proceeding against such Person seeking 

reorganization, arrangement, composition, readjustment, liquidation or similar relief under any 

statute, law or regulation, the proceeding has not been dismissed, or if within 60 days after the 

appointment without such Person’s consent or acquiescence of a trustee, receiver or liquidator of 

such Person or of all or any substantial part of its properties, the appointment is not vacated or 

stayed, or within 60 days after the expiration of any such stay, the appointment is not vacated. 

“Business Failure” means a bankruptcy, other reorganization, restructuring or cessation 

of business of General Motors Corporation in which it or any Subsidiary or Affiliate terminates, 

dishonors or rejects Limited Warranty Obligations, but excludes a reorganization or restructuring 

for purposes of implementing a plan acceptable to the Lender. 

“Company” means each of the following: (i) General Motors Corporation, a Delaware 

corporation, (ii) General Motors Product Services, Inc., a Delaware corporation, (iii) General 

Motors Overseas Distribution Corporation, a Delaware corporation, (iv) Saturn, LLC, a 

Delaware limited liability company, (v) GM Global Technologies Operations, Inc., a Delaware 

corporation and (vi) Controladora General Motors, S.A. de C.V., a Mexican corporation. 
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“Company Owned Materials” means (i) Materials lawfully owned by a Company and/or 

General Motors Corporation prior to the Closing Date; (ii) Materials acquired by a Company 

and/or General Motors Corporation on or after the Closing Date; (iii) Materials developed by a 

Company and/or General Motors Corporation other than in the course of the performance of its 

obligations under this Agreement or in connection with the use of any Materials owned by GM 

Warranty; and (iv) derivative works of the Materials described in clauses (i) through (iii) above, 

and, with respect to clauses (i) through (iv) above including Intellectual Property Rights therein 

and General Know-How related thereto. 

“End Date” shall have the meaning set forth in the definition of Program Period. 

“Expected Warranty Cost” means (i) the total accrual for Limited Warranty Obligations 

(excluding accruals for policy coverage for Subject Vehicles) projected to be Sold by General 

Motors Corporation or one of its subsidiaries or Affiliates during the Program Period, and (ii) the 

cost of Vehicle Recalls reserved by the Company for Subject Vehicles, both of which shall be 

determined by the relevant Company and approved in writing by the Lender. In no event shall 

the projected Expected Warranty Cost exceed 

 “Foreign Government” means any government or governmental authority, quasigovernmental authority, instrumentality, court, or self-regulatory organization, commission, 

tribunal or organization, or any governmental regulatory body of any country other than the 

United States and any of its departments and agencies. 

“General Know How” means procedural knowledge, hands-on experience, technical data, 

formulae, standards, technical information, specifications, processes, methods, as well as all 

information, knowledge, assistance, trade practices and secrets, and improvements thereto, 

whether or not patentable other than such information that is or becomes, through no breach of 

this Agreement, part of the general knowledge or literature that is generally available for public 

use from other lawful sources. 

“Lender” means the United States Department of the Treasury, and its permitted 

successors and assigns. 

“Limited Warranty Program Data” means any information necessary or appropriate to 

evaluate the actual and projected average cost per vehicle of the Limited Warranty Obligations, 

including, but not limited to, (i) historic claims information with respect to each Limited 

Warranty program by vehicle type for the immediately preceding five years, and (ii) the 

projected claims experience for the Limited Warranties. 

“Loan and Security Agreement” means the Loan and Security Agreement dated as of 

December 31, 2008 between General Motors Corporation and the Lender, as amended from time 

to time. 

“Materials” means, collectively, software, literary works, other works of authorship, 

specifications, designs, analyses, processes, methodologies, concepts, inventions, know-how, 
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programs, program listings, programming tools, documentation, reports, drawings and work 

product, whether tangible or intangible. 

“Notice of Imminent Business Failure” means notice provided pursuant to Section 1.01. 

“Notice of Program End” means notice provided pursuant to Section 6.08. 

 “Periodic Report” shall have the meaning set forth in Section 2.08.

“Person” means any individual, corporation, partnership, joint venture, limited liability 

company, limited partnership, limited liability partnership, association, joint stock company, 

trust, unincorporated organization, or other organization, whether or not a legal entity, and any 

governmental authority. 

“Policy Payment” means an ex gratia payment made by a Company for repairs or other 

vehicle service that Warranty Servicers are authorized by such Company to perform and for 

which such Company has agreed to reimburse the Warranty Servicers, but are not covered by the 

express terms of the Limited Warranties. 

“Program Period” means the time period from March 30, 2009 (the “Beginning Date”) to 

July 31, 2009 (the “End Date”), inclusive, or such extended time period as the Lender and the 

Companies shall mutually agree upon in writing, provided, however, that the Lender shall have 

the right, in its sole discretion, to modify the End Date to a date prior to July 31, 2009 by 

providing written Notice of Program End to the Companies. 

“Sold” means contracting with retail consumers in North America for the sale and 

delivery of Subject Vehicles (excluding fleet sales) to retail consumers (including retail sales for 

purposes of leasing to retail consumers), and reported as such in the regular monthly reports of 

the Company. 

“Subject Vehicle” means any new light truck or automobile (i) Sold by General Motors 

Corporation or one of its Subsidiaries or Affiliates (other than fleet sales) during the Program 

Period; (ii) produced by General Motors Corporation or one of its Subsidiaries, Affiliates or joint 

ventures (other than Subsidiaries or Affiliates that are joint ventures as to which General Motors 

Corporation has direct or indirect beneficial ownership of less than 50% of the outstanding 

shares of voting stock thereof) and (iii) branded as a General Motors Vehicle. 

“TPA Agreements” has the meaning given to such term in Section 1.03. 

“Updated Expected Warranty Cost” means the revised projected cost of the Limited 

Warranty Obligations calculated as set forth in Section 2.03. 

“Vehicle Recalls” means any vehicle recall issued by the Company, based upon practices 

and procedures of the Company prior to the commencement of the Program Period, that requires 

the recall, inspection or repair of a Subject Vehicle in connection with a vehicle component or 

process that is covered by a Limited Warranty. 
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“Warranty Advance” shall have the same meaning as such term has in Amendment 

Number Four to the Loan and Security Agreement. 

“Warranty Servicer” means any authorized General Motors or Saturn dealer or vehicle 

repair facility that has been approved by a Company or other entity acting on such Company's 

behalf to provide repair services required to satisfy the Limited Warranty Obligations. 
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Exhibit A 

Form of Warranties applicable to Subject Vehicles 

Contained in CD-Rom Disc Distributed to 

Sonnenschein Nath & Rosenthal LLP, 

Weil, Gotshal & Manges LLP 

& 

The United States Department of the Treasury 
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Exhibit B 

Initial Capitalization Projections. 
Execution Version 

US_ACTIVE:\43085983\07\43085983_7.DOC\. 

AMENDMENT TO THE ADMINISTRATION AGREEMENT 

and 

 NOTICE OF PROGRAM END UNDER THE ADMINISTRATION AGREEMENT 

This AMENDMENT to the Administration Agreement referenced below (this “Amendment”) is 

entered into as of July 9, 2009, between GENERAL MOTORS COMPANY, a Delaware corporation (as 

successor to General Motors Corporation, a Delaware corporation), GM WARRANTY LLC, a Delaware 

limited liability company, GENERAL MOTORS PRODUCT SERVICES, INC., a Delaware corporation, 

GENERAL MOTORS OVERSEAS DISTRIBUTION CORPORATION, a Delaware corporation, 

SATURN, LLC, a Delaware limited liability company, CONTROLADORA GENERAL MOTORS, S.A. 

DE C.V., a Mexican corporation and GM GLOBAL TECHNOLOGIES OPERATIONS, INC., a 

Delaware corporation (the “GM Parties”); and 

This NOTICE OF PROGRAM END to the Administration Agreement (this “Notice”) is provided 

as of July 9, 2009 by THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”) to 

the GM Parties. 

 

R E C I T A L S: 

WHEREAS, the GM Parties have entered into that certain Administration Agreement dated as of 

May 27, 2009 (as amended, the “Administration Agreement”). Capitalized terms used but not defined 

herein have the meanings assigned to them in the Administration Agreement; 

WHEREAS, the GM Parties desire to amend certain terms and provisions of the Administration 

Agreement to provide for a new Termination Date and to modify the order of priority for the distribution 

of funds upon termination; 

WHEREAS, General Motors Company, as borrower, certain of its subsidiaries, as guarantors, and 

The United States Department of the Treasury, as lender, among others, have entered into that certain 

$7,072,488,605 Secured Credit Agreement dated on or about the date hereof (the “New GM Loan 

Agreement”); and 

WHEREAS, the Lender desires to (a) modify the Program Period End Date to conform to the 

new Termination Date as provided by this Amendment; (b) agree that payments required to be made by 

GM Warranty under the Administration Agreement to the Loan and Security Agreement shall instead be 

made to the New GM Loan Agreement; (c) consent to the amendments made by this Amendment; and 

(d) give the Notice to the GM Parties; 

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein 

contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby 

acknowledged, the GM Parties, intending to be legally bound, hereby agree as follows: 

1. AMENDMENTS

1.1. Section 5.01 of the Administration Agreement is hereby amended and restated in its 

entirety to read as follows: 

 “Section 5.01 Term and Termination. This Agreement shall be effective as of 

the Closing Date and shall continue for a term ending upon the Closing Date as defined in 

that certain Amended and Restated Master Sale and Purchase Agreement dated as of June 
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26, 2009, by and among General Motors Corporation and certain of its subsidiaries 

(collectively, the “Sellers”) and General Motors Company (formerly known as NGMCO, 

Inc.) (the “Purchaser”), pursuant to which the Purchaser will purchase certain of the 

assets of the Sellers in accordance with Section 363 of the Bankruptcy Code (such 

effective date, the “Termination Date”).” 

1.2. Section 5.02 of the Administration Agreement is hereby amended and restated in its 

entirety to read as follows: 

 “Section 5.02 Application of Funds Upon Termination. On the Termination 

Date, all amounts available in the Account together with any additional funds contributed 

by General Motors Corporation pursuant to Section 2.02 and any other monies received 

by GM Warranty from time to time shall be distributed in the following order of priority: 

first, to pay $360,624,198 in prepayment of the New GM Loan Agreement, 

representing payment in full of all amounts due and owing to the Lender in connection 

with the termination of the Program (which represents the amount of the Warranty 

Advance made by the Lender under the Loan and Security Agreement); and 

second, to distribute any remaining amount to the Member of GM Warranty in 

accordance with the terms of the Limited Liability Company Agreement of GM Warranty 

LLC.” 

1.3. The definition of “Program Period” in Schedule A of the Administration Agreement is 

hereby amended as follows: 

 “Program Period” means the time period from March 30, 2009 (the “Beginning Date”) to 

 the Termination Date (the “End Date”), inclusive. 

2. MODIFICATION OF ADMINISTRATION AGREEMENT

2.1. This Amendment is limited precisely as written and shall not be deemed to be a waiver, 

amendment or modification of any other term or condition of the Administration Agreement or any of the 

documents referred to therein or executed in connection therewith. 

2.2. This Amendment shall not prejudice any right or rights the Lender may now have or may 

have in the future under or in connection with the Administration Agreement or any of the documents 

referred to therein or executed in connection therewith. 

2.3. By its execution of this Amendment, the Lender consents to the amendments to the 

Administration Agreement, as provided in Section 6.08 of the Administration Agreement. 

3. NOTICE OF PROGRAM END

 Pursuant to Section 6.08 of the Administration Agreement, the Lender hereby provides Notice of 

Program End, and advises the GM Parties that the Program Period End Date shall be the Termination 

Date (as modified by this Amendment). 
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4. FEES AND EXPENSES

General Motors Company agrees to pay or reimburse the Lender for all fees and out of pocket 

expenses incurred by the Lender in connection with the documentation of this Amendment (including all 

reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in connection 

with this Amendment). 

5. CONDITIONS PRECEDENT

 This Amendment shall be effective on the date the Lender shall have received a fully executed 

copy of this Amendment. 

6. MISCELLANEOUS

6.1 Construction. This Amendment is executed pursuant to the Administration Agreement 

and shall (unless otherwise expressly indicated therein) be construed, administered or applied in 

accordance with the terms and provisions thereof. 

6.2 Counterparts. This Amendment may be executed simultaneously in any number of 

counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute 

one and the same instrument. The GM Parties and the Lender agree that this Amendment may be 

transmitted between them by email or facsimile. The GM Parties and the Lender intend that faxed 

signatures and electronically imaged signatures (such as .pdf files) shall constitute original signatures and 

are binding on the Lender and all the GM Parties. The original documents shall be promptly delivered, if 

requested. 

6.3 Governing Law. This Amendment shall be governed by and construed under the laws of 

the State of New York (without regard to conflict of laws principles), all rights and remedies being 

governed by said laws. 

6.4 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit 

of the Lender and the GM Parties and to their respective successors and permitted assigns. 

6.5 Entire Agreement; Modification. Except as expressly provided in this Amendment, the 

Administration Agreement is, and shall continue to be, in full force and effect in accordance with its 

terms, without amendment thereto, and is, in all respects, ratified and confirmed. This Amendment is 

intended by the Lender and the GM Parties to be the final expression of their agreement with respect to 

the subject matter hereof, and is the complete and exclusive statement of the terms thereof, 

notwithstanding any representations, statements or agreements to the contrary heretofore made. The 

Administration Agreement, as amended and modified hereby, may only be further amended, restated, 

supplemented, or otherwise modified in accordance with the provisions thereof. 

6.6 Headings. The headings, captions and arrangements used in this Amendment are for 

reference purposes only and shall not affect the meaning or interpretation of this Amendment. 

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