EXECUTION VERSION

$33,300,000,000

SECURED SUPERPRIORITY

DEBTOR-IN-POSSESSION CREDIT AGREEMENT

among

GENERAL MOTORS CORPORATION,

a Debtor and Debtor-in-Possession under Chapter 11 ofthe Bankruptcy Code,

as the Borrower,

THE GUARANTORS

and

THE LENDERS PARTIES HERETO FROM TIME TO TIME

Dated as ofJune 3, 2009

USActive 16403926.19
TABLE OF CONTENTS

SECTION 1

DEFINITIONS

1.1 Defined Terms 2

1.2 Other Definitional Provisions 32

1.3 Conversion ofForeign Currencies 32

SECTION 2

AMOUNT AND TERMS OF COMMITMENTS

2.1 Commitments 33

2.2 Procedure for Borrowing 33

2.3 Repayment of Loans; Evidence ofDebt.. 33

2.4 Optional Prepayments; Termination or Reduction ofCommitments 34

2.5 Mandatory Prepayments and Commitment Reductions 34

2.6 Interest Rates and Payment Dates/Fee Payment DateslFees 35

2.7 Computation ofInterest and Fees 36

2.8 Inability to Determine Interest Rate; Illegality 36

2.9 Treatment ofBorrowings and Payments; Evidence ofDebt 37

2.10 Indemnity 38

2.11 Superpriority Nature of Obligations and Lenders' Liens 38

2.12 Taxes 38

2.13 Additional Notes 41

2.14 Tranche C Term Loans 41

SECTION 3

REPRESENTATIONS AND WARRANTIES

3.1 Existence 41

3.2 Financial Condition 41

3.3 Litigation 42

3.4 No Breach 42

3.5 Action, Binding Obligations 42

3.6 Approvals 43

3.7 Taxes 43

3.8 Investment Company Act 43

3.9 No Default 43

3.10 ChiefExecutive Office; Chief Operating Office 43

USAc!ive 16403926.19 -1-
Page

3.11 Location ofBooks and Records 43

3.12 True and Complete Disclosure 44

3.13 ERISA 44

3.14 Expense Policy 45

3.15 Subsidiaries 45

3.16 Capitalization 45

3.17 Fraudulent Conveyance 45

3.18 USA PATRIOT Act. 45

3.19 Embargoed Person 46

3.20 Use ofProceeds 46

3.21 Representations Concerning the Collateral 47

3.22 Labor Matters 48

3.23 Survival ofRepresentations and Warranties .48

3.24 Lien Priority 48

3.25 Intellectual Property 49

3.26 JV Agreements 50

3.27 Senior Lien Assets 50

3.28 Excluded Collateral 50

3.29 Mortgaged Real Property 51

3.30 No Change 51

3.31 The Orders 51

3.32 Applicable Budget 51

SECTION 4

CONDITIONS PRECEDENT

4.1 Conditions to Initial Extension ofCredit... 51

4.2 Conditions to Each Extension ofCredit 54

4.3 Special Condition to Loans from the Canadian Lender 55

SECTION 5

AFFIRMATIVE COVENANTS

5.1 Financial Statements 56

5.2 Notices; Reporting Requirements 57

5.3 Existence 59

5.4 Payments ofTaxes 60

5.5 Use ofProceeds 60

5.6 Maintenance ofExistence; Payment of Obligations; Compliance with Law 61

5.7 Further Identification ofCollateral 61

5.8 Defense ofTitle 61

5.9 Preservation ofCollateral 61

5.10 Maintenance ofPapers, Records and Files 62

5.11 Maintenance ofLicenses 62

USActive 16403926.19 -11-
Page

5.12 Payment of Obligations 62

5.13 OFAC 63

5.14 Investment Company 63

5.15 Further Assurances 63

5.16 Executive Privileges and Compensation 63

5.17 Aircraft 64

5.18 Restrictions on Expenses 65

5.19 Employ American Workers Act '" 65

5.20 Internal Controls; Recordkeeping; Additional Reporting 65

5.21 Waivers 66

5.22 Modification ofCanadian Facility Documents 66

5.23 Additional Guarantors 66

5.24 Provide Additional Information 67

5.25 Inspection ofProperty; Books and Records; Discussions 67

SECTION 6

NEGATIVE COVENANTS

6.1 Prohibition on Fundamental Changes 67

6.2 Lines ofBusiness 68

6.3 Transactions with Affiliates 68

6.4 Limitation on Liens 68

6.5 Restricted Payments 68

6.6 Amendments to Transaction Documents 69

6.7 Changes in Fiscal Periods 69

6.8 Negative Pledge 69

6.9 Indebtedness 69

6.10 Investments 69

6.11 Action Adverse to the Collateral 69

6.12 Limitation on Sale ofAssets 69

6.13 Restrictions on Pension Plans 70

6.14 JV Agreements 70

6.15 Swap Agreements 70

6.16 Clauses Restricting Subsidiary Distributions 70

6.17 Sale/Leaseback Transactions 71

6.18 Amendments to Budgets 71

6.19 Modification of Organizational Documents 71

6.20 Conflict with Canadian Facility 72

6.21 Financial Condition Covenants 72

SECTION 7

EVENTS OF DEFAULT

7.1 Events ofDefault 72

USActive 16403926.19 -111-
Page

7.2 Remedies upon Event ofDefault 77

SECTION 8

MISCELLANEOUS

8.1 Amendments and Waivers 78

8.2 Notices 79

8.3 No Waiver; Cumulative Remedies 81

8.4 Survival ofRepresentations and Warranties 81

8.5 Payment ofExpenses 81

8.6 Successors and Assigns; Participations and Assignments 82

8.7 Adjustments; Set-off 83

8.8 Counterparts 84

8.9 Severability 84

8.1 0 Integration 84

8.11 Governing Law 84

8.12 Submission to Jurisdiction; Waivers 84

8.13 Acknowledgments 85

8.14 Release ofGuaranties 85

8.15 Confidentiality 85

8.16 Waivers ofJury Trial 86

8.17 USA PATRIOT Act... 86

8.18 Orders 86

USActive 16403926.19 -lV-
SCHEDULES:

1.1A

1.1B

1.1C

1.1D

1.1E

1.1F

1.1G

3.3

3.4

3.10

3.11

3.15

3.16

3.21

3.25

3.26

3.27

3.28

6.10

6.21(a)

6.21(b)

EXHIBITS:

A

B-1

B-2

C

D-I

D-2

D-3

D-4

D-5

E-I

E-2

F

G-I

G-2

G-3

H-I

H-2

ANNEXES:

I

II

Initial Budget

Final Budget

Commitments

Guarantors

Mortgaged Property

Pledgors

Related Section 363 Transactions

Case Milestones

Certain Excluded Subsidiaries

Material Litigation

Consents, Authorizations, Notices and Filings

ChiefExecutive Office and Chief Operating Office

Location ofBooks and Records

Subsidiaries

Ownership ofNorth American Group Members

Jurisdictions and Recording Offices

Intellectual Property

JV Agreements

Senior Lien Assets

Excluded Collateral

Certain Agreements in Effect as ofthe Closing Date

Maximum Borrowing Amount Excluding Contingency Reserve Loans

Total Cash Disbursements

Form ofGuaranty and Security Agreement

Form of Secretary's Certificate

Form ofOfficer's Certificate

Form ofAssignment and Assumption

Form ofWaiver for the Loan Parties

Form ofWaiver of SEO to Treasury

Form ofConsent and Waiver ofSEO to Borrower

Form ofWaiver of Senior Employee to Treasury

Form ofConsent and Waiver of Senior Employee to Borrower

Form of Legal Opinion ofWeiI, Gotshal & Manges LLP

Form of Legal Opinion ofIn-House Counsel

Form ofCompliance Certificate

Form ofInitial Note

Form ofAdditional Note

Form ofTranche C Note

Form ofBorrowing Notice

Form ofBorrowing Certificate

USActive 16403926.19 -v-
I

J

K-I

K-2

L

Form ofEnvironmental Indemnity Agreement

Form ofMortgage

Form ofIntellectual Property Pledge Agreement

Form of Short-form Intellectual Property Pledge Agreement

Form ofEquity Pledge Agreement

USActive 16403926.19 -Vl-
SECURED SUPERPRIORlTY DEBTOR-IN-POSSESSION CREDIT

AGREEMENT (this "Agreement"), dated as of June 3, 2009, by and among GENERAL

MOTORS CORPORATION, a Delaware corporation and a debtor and debtor-in-possession in a

case pending under Chapter 11 ofthe Bankruptcy Code (as defined below) (the "Borrower"), the

Guarantors (as defined below), and the several lenders from time to time parties to this

Agreement (the "Lenders").

WHEREAS, on June 1, 2009 (the "Petition Date"), the Borrower, Saturn, LLC, a

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

and Chevrolet-Saturn of Harlem, Inc., a Delaware corporation (each an "Initial Debtor" and

collectively, the "Initial Debtors") filed voluntary petitions in the Bankruptcy Court (as defined

below) for relief, and commenced cases (each an "Initial Case" and collectively, the "Initial

Cases") under the Bankruptcy Code and have continued in the possession of their assets and in

the management oftheir businesses pursuant to sections 1107 and 1108 ofthe Bankruptcy Code;

WHEREAS, the Borrower has requested that the Lenders provide it with a

multiple-draw term loan facility in an aggregate principal amount not to exceed

$33,300,000,000, all of the Borrower's obligations under which are to be jointly and severally

guaranteed by the Guarantors;

WHEREAS, to provide guarantees and security for the repayment of the Loans

(as defined below), and the payment ofthe other Obligations (as defined below) ofthe Borrower

and the Guarantors hereunder and under the other Loan Documents (as defined below), the

Borrower and the Guarantors will provide to the Lenders the following, each as more fully

described herein:

(a) an unconditional joint and several guaranty from the Guarantors ofthe due

and punctual payment and performance ofthe Obligations;

(b) an allowed administrative expense claim pursuant to section 364(c)(l) of

the Bankruptcy Code in each of the Cases having priority over all administrative

expenses of the kind specified in, or arising under, sections 503(b) and 507(a) of the

Bankruptcy Code and any and all expenses and claims ofthe Debtors (as defined below),

whether heretofore or hereafter incurred, including, but not limited to, the kind specified

in sections 105, 326, 328, 506(c), 507(a) or 1114 ofthe Bankruptcy Code, subject only to

the Carve-Out (as defined below);

(c) valid, perfected, first-priority security interests and liens (i) with respect to

the Debtors, pursuant to section 364(c)(2) ofthe Bankruptcy Code and (ii) with respect to

the Non-Debtor Loan Parties, pursuant to the Collateral Documents (other than the

Orders), in each case in and on all property and assets of the Loan Parties of every kind

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

owned or hereafter acquired or arising, wherever located, all property of the estates of

USAc!ive 16403926.19
each Debtor within the meaning of section 541 of the Bankruptcy Code (including

avoidance actions arising under Chapter 5 of the Bankruptcy Code and applicable state

law), all property pledged to secure the Obligations under each Collateral Document

(other than the Orders) and all proceeds, rents and products of the foregoing other than

Excluded Collateral (as defmed below) (collectively, the "Collateral") that is not subject

to non-avoidable, valid and perfected liens in existence as of the Petition Date (or to

non-avoidable valid liens in existence as of the Petition Date that are subsequently

perfected as permitted by section 546(b) of the Bankruptcy Code), subject only to the

Permitted Liens (as defined below) and the Carve-Out; and

(d) valid, perfected, junior security interests and liens (i) with respect to the

Debtors, pursuant to section 364(c)(3) ofthe Bankruptcy Code and (ii) with respect to the

Non-Debtor Loan Parties, pursuant to the Collateral Documents (other than the Orders),

in each case on all of the Collateral that is subject to non-avoidable, valid and perfected

liens in existence as ofthe Petition Date, or to non-avoidable valid liens in existence as of

the Petition Date that are subsequently perfected as permitted by section 546(b) of the

Bankruptcy Code, subject only to the Carve-Out.

WHEREAS, the Lenders are willing to provide the Loans to the Borrower on the

terms and subject to the conditions set forth herein and in the other Loan Documents;

NOW THEREFORE, the parties hereto hereby agree as follows:

SECTION 1

DEFINITIONS

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

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

"1908 Holdings": 1908 Holdings Ltd., a Subsidiary of General Motors ofCanada

Limited.

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

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

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

(for the avoidance of doubt after giving effect to the provisos in the definition thereof) plus

1.00%; provided that, in the event the Required Lenders shall have determined that adequate and

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

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

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

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

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

Eurodollar Rate, respectively.

USAc!ive 16403926.21 -2-
"ABR Loans": Loans the rate of interest applicable to which is based upon the

ABR.

"Additional Guarantor": as defined in Section 5.23.

"Additional Note": each promissory note ofthe Borrower issued to the Treasury

and the Canadian Lender each substantially in the form of Exhibit G-2, and any promissory note

delivered in substitution or exchange therefor.

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

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

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

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

direct or cause the direction ofthe management or policies ofsuch Person, whether through the

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

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

Affiliates ofsuch Person.

"Aggregate Exposure": with respect to any Lender at any time, an amount equal

to the sum of (a) the aggregate unused amount of such Lender's Commitments at such time and

(b) the aggregate then unpaid principal amount ofsuch Lender's Loans.

"Aggregate Exposure Percentage": with respect to any Lender at any time, the

ratio (expressed as a percentage) of such Lender's Aggregate Exposure at such time to the sum

ofthe Aggregate Exposures of all Lenders at such time.

"Agreement": as defined in the preamble hereto.

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

"Applicable Budget": from the Closing Date until the Final Budget is approved

as provided herein, the Initial Budget, and thereafter the Final Budget.

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

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

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

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

operations.

"Applicable Marcin": (A) 2.0% per annum in the case of ABR Loans and

(B) 3.0% per annum in the case ofEurodollar Loans.

"Asset Sale": any Disposition of property or series of related Dispositions of

property occurring contemporaneously (excluding any Dispositions permitted by clauses (a), (b),

(c), (d), (e), (£), (g), (h), (i), G), (k) or (m) of "Permitted Dispositions") that yields gross proceeds

to any Group Member (valued at the initial principal amount thereof in the case of non-cash

proceeds consisting of notes or other debt securities and valued at fair market value in the case of

other non-cash proceeds) in excess of (i) $10,000,000 if received by a Group Member that is a

USActive 16403926.21 -3-
Foreign Subsidiary, or (ii) $5,000,000 if received by a Group Member that is not a Foreign

Subsidiary. The term "Asset Sale" shall not include any issuance of Capital Stock or any event

that constitutes a Recovery Event.

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

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

the form ofExhibit C.

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

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

transaction) of the total obligations of the lessee for rental payments required to be paid during

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

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

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

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

definition of "Capital Lease Obligations."

"Auto Supplier Support Program": that certain program established by the

Treasury to facilitate payment of certain receivables to automotive suppliers, including, with

respect to the Borrower, the Supplier Receivables Facility.

"Bankruptcy Code": the United States Bankruptcy Code, 11 U.S.C. Section 101

et seq.

"Bankruptcy Court": the United States Bankruptcy Court for the Southern

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

where applicable).

"Bankruptcy Exceptions": 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.

"Bankruptcy Rules": the Federal Rules of Bankruptcy Procedure and local rules

ofthe Bankruptcy Court, each as amended, and applicable to the Cases.

"Benefit Plan": 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.

"Benefitted Lender": as defined in Section 8.7(a).

USActive 16403926.21 -4-
"Board": the Board of Governors of the Federal Reserve System of the United

States (or any successor).

"Borrower": as defined in the preamble hereto.

"Borrowing Certificate": a certificate from a Responsible Officer ofthe Borrower

substantially in the form ofExhibit H-2.

"Borrowing Date": any Business Day specified by the Borrower as a date on

which the Borrower requests the Lenders to make Loans hereunder.

"Borrowing Notice": with respect to any request for borrowing of Loans

hereunder, a notice from the Borrower delivered to each ofthe Lenders, substantially in the form

ofExhibit H-1.

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

banks in New York City or Ottawa, Ontario, Canada are permitted to close; provided, however,

that when used in connection with a Eurodollar Loan, the term "Business Day" shall also exclude

any day on which banks are not open for dealings in Dollar deposits in the London Interbank

market.

"Canadian Dollars" or "Cdn$": dollars in lawful currency ofCanada.

"Canadian Facility": the Loan Agreement, dated as of April 29, 2009, by and

among GM Canada, as borrower, the other loan parties party thereto, and the Canadian Lender,

as lender, as amended and restated, supplemented or replaced from time to time, including

without limitation, in connection with the exit financing related thereto.

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

Canadian Facility.

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

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

"Canadian Lender Consortium Members": each of the Export Development

Canada, the Government ofCanada and the Government ofOntario.

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

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

"Capital Lease Obligations": for any Person, all obligations ofsuch 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 Agreement, the amount of

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

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

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

USActive 16403926.21 -5-
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 ofthe foregoing.

"Carve-Out": as defined in the Interim Order.

"Case Milestones": each ofthe case milestones listed on Schedule 1.1F.

"Cases": the Initial Cases and each other case of a Debtor filed with the

Bankruptcy Court and joined with the Initial Cases.

"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 gnaranteed or insured by the United States or

Canadian 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, province, commonwealth or

territory ofthe United States or Canada, 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 or equivalent rating;

(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 90 days, ofbanks (or bank

holding companies) or subsidiaries of such banks (or bank holding companies) and non-bank

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

reporting dealers ("Repo Counterparties"), which Repo Counterparties have 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 ofthe transaction be rated "A-I" 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-I or the equivalent thereof by S&P or P-I 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) ofthis

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.

"Change of Control": with respect to the Borrower, the acquisition, after the

Closing Date, by any other Person, or two or more other Persons acting in concert other than the

Permitted Holders, the Lenders or any Affiliate of the Lenders, of beneficial ownership (within

the meaning of Rule 13d-3 of the Exchange Act 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 ofsuch outstanding voting stock.

USAc!ive 16403926.21 -6-
"Closing Date": June 3, 2009.

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

"Collateral": as defined in the recitals.

"Collateral Documents": means, collectively, the Orders, the Guaranty, the

Equity Pledge Agreement, the Intellectual Property Pledge Agreement, each Mortgage, collateral

assigrunent, security agreement, pledge agreement, agreement granting Liens in Intellectual

Property rights, or similar agreements delivered to the Lenders to secure the Obligations. The

Collateral Documents (other than the Orders) shall supplement, and shall not limit, the grant of

Collateral pursuant to the Orders.

"Commitment": as to any Lender, the obligation ofsuch Lender, if any, to make

a Loan to the Borrower in a principal amount not to exceed the amount set forth under the

heading "Commitment" opposite such Lender's name on Schedule 1.1A or, as the case may be,

in the Assigrunent and Assumption pursuant to which such Lender became a party hereto, as

such amount may be changed from time to time in accordance with the provisions of this

Agreement. As of the Closing Date, the original amount of the aggregate Commitments of all

the Lenders is $33,300,000,000, provided that, prior to the date on which the Final Order is

entered by the Bankruptcy Court and remains in full force and effect, the maximum aggregate

amount of the Commitments available to be borrowed shall be equal to the Interim

Commitments.

"Commitment Period": the period, from and including the later of(i) entry by the

Bankruptcy Court ofthe Interim Order and (ii) Closing Date, to the Maturity Date.

"Committee": any statutory committee appointed in the Cases.

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

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

substantially in the form of Exhibit F, including compliance with the financial covenants set

forth in Section 6.21 for the immediately prior calendar week and on a cumulative basis from the

Petition Date.

"Consolidated": the consolidation of accounts in accordance with GAAP.

"Contingency Reserve Loan": any Loan that is drawn against the Contingency

Reserve Sub-limit.

"Contingency Reserve Sub-limit": $4,400,000,000.

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

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

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

"Control": as defmed in the definition of "Affiliate".

USActive 16403926.21 -7-
"Controlled Affiliate": as defined in Section 3.18(a).

"Convention": as defined in Section 2.12(d).

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

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

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 3.25 hereto).

"Copyrights": 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 3.25 hereto), all applications, registrations and recordings

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

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

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

or revisions thereof.

"Debtor"; each of the Initial Debtors and, subject to the written consent of the

Required Lenders, each other Subsidiary of the Initial Debtors to the extent that (i) such

Subsidiary files with the Bankruptcy Court, (ii) such case is joined with the Cases and (iii) such

Subsidiary is subject, by order ofthe Bankruptcy Court, to the previously issued orders relating

to the Cases (including the Orders); provided that the Canadian Subsidiaries shall not be deemed

"Debtors" hereunder to the extent such entities commence an insolvency or bankruptcy

proceeding outside the United States.

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

would become an Event ofDefault.

"DIP Liens"; the Liens described in Sections 3.24(b) and 3.24(c).

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

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

that do not materially impair 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 ofthe Closing Date

or (ii) nonexclusive licenses); and the terms "Dispose" and "Disposed of' shall have correlative

meanmgs.

"Dollar Equivalent": on any date of determination, (a) with respect to any amount

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

other currency, the equivalent in Dollars of such amount as determined by the Treasury in

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

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

Treasury shall use the relevant Exchange Rate in effect on the date on which a Dollar Equivalent

is required to be determined pursuant to the provisions of this Agreement. As appropriate,

USActive 16403926.21 -8-
amounts specified herein as amounts in Dollars shall include any relevant Dollar Equivalent

amount.

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

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

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

tax purposes.

"Domestic Subsidiary": any Subsidiary that is organized or existing under the

laws of the United States or Canada or any state, province, commonwealth or territory of the

United States or Canada.

"EAWA": 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 ofFebruary 17, 2009, as may be amended and in effect from time to time.

"EESA": 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 ofFebruary 17, 2009, as may be further amended and in effect from time to time.

"EISA": the Energy Independence and Security Act of 2007, Public Law No.

110-140, effective as ofJanuary I, 2009, as may be amended and in effect from time to time.

"Embargoed Person": as defined in Section 3.19.

"Environmental Indemnity Agreement": the Environmental Indemnity

Agreement dated as of the date hereof, executed by the Loan Parties for the benefit of the

Lenders, substantially in the form ofExhibit 1.

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

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

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

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

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

"Environmental Permits": any and all permits, licenses, approvals, registrations,

notifications, exemptions and other authorizations required under any Environmental Law.

"Equity Pledge Agreement": the Equity Pledge Agreement dated as of the date

hereof, made by each Pledgor in favor ofthe Lenders.

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

from time to time.

"ERISA Affiliate": 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

USAc!ive 16403926.21 -9-
Section 4l4(b), (c), (m) or (0) ofthe Code of which any Loan Party is a member or (ii) which is

under common control with any Loan Party within the meaning ofsection 4001 ofERISA.

"ERISA Event": (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 Muitiemployer 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 N 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 ofthe Code) or

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

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

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

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

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

having jurisdiction with respect thereto dealing with reserve requirements prescribed for

eurocurrency funding (currently referred to as "Eurocurrency Liabilities" in Regulation D ofthe

Board) maintained by a member bank of the Federal Reserve System; provided that the

Eurocurrency Reserve Requirements shall be $0 with respect to the Canadian Lender.

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

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

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

Interest Period appearing on page LIBOROI of the Reuters screen as of 11:00 a.m. (London

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

rate does not appear on such page of the Reuters screen (or otherwise on such screen), the

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

available service for displaying eurodollar rates as may be selected by the Treasury or, in the

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

the Treasury is offered Dollar deposits at or about 11:00 a.m. (New York City time) two

Business Days prior to the beginning ofsuch Interest Period in the interbank eurodollar market

where its eurodollar and foreign currency and exchange operations are then being conducted for

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

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

the Eurodollar Rate.

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

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

the following formula (rounded upward to the nearest 1/l00th of 1%):

USActive 16403926.21 -10-
Eurodollar Base Rate

1.00 - Eurocurrency Reserve Requirements

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

"Eurodollar Tranche": the collective reference to Eurodollar Loans the thencurrent Interest Periods with respect to all ofwhich begin on the same date and end on the same

later date (whether or not such Loans shall originally have been made on the same day).

"Event ofDefault": as defined in Section 7.

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

"Exchange Rate": for any day with respect to any currency (other than Dollars),

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

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

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

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

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

Treasury and the Borrower or, in the absence of such agreement, such Exchange Rate shall

instead be the spot rate of exchange of a reference institution selected by the Treasury in the

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

exchange operations in respect ofsuch currency are then being conducted, at or about 11 :00 a.m.

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

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

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

appropriate to determine such rate, and such determination shall be conclusive absent manifest

error.

"Excluded Collateral": as defined in Section 3.28.

"Excluded Subsidiary": (i) any N Subsidiary in which any Loan Party owns less

than 80% of the voting or economic interest, (ii) any U.S. Subsidiary of the Borrower listed as

one of the "Domestic Entities" on Annex 1 to Schedule 3.28 other than the Loan Parties listed

therein, (iii) any Subsidiary ofthe Borrower existing on the Closing Date that the Borrower does

not Control as of the Closing Date (including, without limitation, dealerships wholly owned by

the Borrower that are operated by a third party pursuant to an agreement in effect on the Petition

Date), (iv) any Subsidiary ofthe Borrower having net assets with an aggregate fair market value

of not more than $10,000,000 and (v) any Subsidiary set forth on Schedule 1.1G as such

Schedule 1.1 G may be amended from time to time with the consent ofthe Required Lenders.

"Executive Order": as defined in Section 3.19.

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

in effect on the Closing 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

USActive 16403926.21 -11-
material adverse effect on the rights and remedies of the Lenders under any of the Loan

Documents.

"Existing Prepetition Facilities": collectively, the First Lien Prepetition Facilities

and the Existing UST Loan Agreements.

"Existing UST Loan Agreements": (i) the Existing UST Term Loan Agreement,

(ii) the GMAC Rights Facility and (iii) the Supplier Receivables Facility.

"Existing UST Term Loan Agreement": the Loan and Security Agreement, dated

as ofDecember 31,2008, between the Borrower and the Treasury.

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

expenses maintained and implemented in accordance with Section 3.14.

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

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

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

judgments and litigation settlements, pension plan reversions and indemnity payments, and (iv)

similar receipts outside of the ordinary course of business in each case, in excess of

(A) $10,000,000 ifreceived by a Group Member that is a Foreign Subsidiary, or (B) $5,000,000

ifreceived by a Group Member that is not a Foreign Subsidiary.

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

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

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

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

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

N.A. from three federal funds brokers ofrecognized standing selected by it.

"Final Budget": a budget substantially in the form ofAnnex II, satisfactory to the

Required Lenders in their sole discretion; provided that, any amendment, supplement or other

modification thereof that directly and adversely impacts GM Canada's or its Canadian

Subsidiaries' access to funds in terms of amount, timing or allocation thereof, shall be acceptable

to the Lenders.

"Final Order": one or more orders of the Bankruptcy Court approving the terms

and conditions of the Loan Documents substantially in the form of the Interim Order, unless

provided in this Agreement or as otherwise agreed to by the Required Lenders; provided that,

any agreement to accept a form of Final Order with terms materially different than the terms and

conditions of the Interim Order which directly and adversely impacts GM Canada's or its

Canadian Subsidiaries' access to funds in terms of amount, timing or allocation thereof, shall be

acceptable to the Lenders.

"First Lien Prepetition Facilities": collectively, (i) the Prepetition Term Loan

Agreement, (ii) the Prepetition Revolving Credit Agreement, and (iii) the Loan and Security

Agreement, dated as of October 2, 2006 between the Borrower and Gelco Corporation (d/b/a GE

Fleet Services).

USActive 16403926.21 -12-
"Foreign Assets Control Regulations": as defined in Section 3.19.

"Foreign Geographic Region": any of (i) the Asia Pacific region, (ii) the Latin

America, Africa and Middle East region, and (iii) the European region.

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

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

"Foreign Subsidiary": any Subsidiary that is not a Domestic Subsidiary.

"Funding Account": with respect to any Loan, the account of the Borrower

identified in the Borrowing Notice for such Loan.

"Funding Office": the office of each Lender specified in Schedule 1.1A or such

other office as may be specified from time to time by such Lender as its funding office by written

notice to the Borrower.

"GAAP": generally accepted accounting principles as in effect from time to time

in the United States.

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

pursuant to the laws ofCanada.

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

Subsidiaries.

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

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

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

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

the commitments 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 Capital

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

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

"GMAC Rights Facility": that certain Loan and Security Agreement, dated as of

January 16, 2009, between the Borrower and the Treasury, as amended, modified and

supplemented from time to time.

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

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

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

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

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

or indirectly guaranteeing any 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 ofsuch

USAc!ive 16403926.21 -13-
Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keepwell, to purchase assets, goods, securities or services, or to take-or-pay or otherwise), provided

that the term "Guarantee Obligation" 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 Lenders. The amount of any Guarantee Obligation of a Person shall be deemed

to be an amount equal to the stated or determinable amount ofthe primary obligation in respect

of which such Guarantee Obligation 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.

"Guarantor": each Person listed on Schedule l.IB and each other Person that

becomes an Additional Guarantor.

"Guaranty": the Guaranty and Security Agreement dated as of the date hereof,

executed and delivered by the Borrower and each Guarantor, substantially in the form of

ExhibitA.

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

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

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

otherwise, to repurchase 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), (t), (g) and (i) ofthis 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; (t) obligations of

such Person under repurchase agreements or like arrangements; (g) indebtedness of others ofthe

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

Person; (h) all obligations ofsuch Person incurred in connection with the acquisition or carrying

of fixed assets by such Person; (i) indebtedness of general partnerships ofwhich such Person is a

general partner unless the terms of such indebtedness expressly provide that such Person is not

liable therefor; G) the liquidation value of all redeemable preferred Capital Stock ofsuch Person;

and (k) any other indebtedness of such Person evidenced by a note, bond, debenture or similar

instrument.

"Indemnified Liabilities": as defined in Section 8.5.

"Indemnitee": as defined in Section 8.5.

"Initial Budget": the nine-week budget, attached as Annex I hereto, as amended,

supplemented or otherwise modified from time to time as provided in Section 6.18, setting forth

in reasonable detail all anticipated receipts and disbursements ofthe Borrower and certain of its

U.S. Subsidiaries on a calendar week basis from the Petition Date through and including

August 2, 2009.

U5Active 16403926.21 -14-
"Initial Case": as defined in the recitals.

"Initial Debtors": as defined in the recitals.

"Initial Note": as defined in Section 4. I(a)(vi).

"Insolvency": with respect to any Multiemployer Plan, the condition that such

Plan is insolvent within the meaning ofsection 4245 of ERISA.

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

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

"Intellectual Property Pledge Agreement": that certain Intellectual Property

Pledge Agreement, dated as ofthe date hereof, by and among each Loan Party and the Lenders.

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

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

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

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

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

on the Borrowing Date with respect to such Loan and ending three months thereafter; and

(ii) thereafter, each period commencing on the last day of the next preceding Interest Period

applicable to such Loan and ending three months thereafter; provided that all of the foregoing

provisions relating to Interest Periods are subject to the following:

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

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

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

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

Business Day;

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

shall end on the Maturity Date; and

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

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

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

calendar month at the end ofsuch Interest Period.

"Interim Commitments": $15,000,000,000.

"Interim Order": the Interim Order pursuant to Bankruptcy Code sections 105(a),

361, 362, 363, 364 and 507 and Bankruptcy Rules 2002, 4001 and 6004 (a) approving this

Agreement and authorizing the Loan Parties to obtain Postpetition financing pursuant thereto,

(b) granting related Liens and Superpriority Claims, (c) granting adequate protection to certain

Prepetition secured parties, and (d) scheduling a final hearing.

USAc!ive 16403926.21 -15-
"Investments": as defined in Section 6.1 O.

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

similar agreement) between a North American Group Member or one ofits Subsidiaries and the

relevant IV Partner as the same may be amended, restated, supplemented or otherwise modified

from time to time, in accordance with the terms hereof.

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

one ofits Subsidiaries.

"IV Subsidiarv": any Subsidiary of a Group Member which is not a Wholly

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

the holders ofthe Capital Stock therein pursuant to customary joint venture arrangements.

"Lenders": as defined in the preamble hereto.

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

Patent Licenses.

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

encumbrance (in the nature of a security interest and other than licenses ofIntellectual Property),

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

property or assets.

"Loans": the collective reference to the Tranche B Term Loans and the

Tranche C Term Loans.

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

Agreement, the Collateral Documents and each post-closing letter or agreement now and

hereafter entered into among the parties hereto.

"Loan Parties": the Borrower, each Guarantor and the Pledgors.

"Master Transaction Agreement": that certain Master Sale and Purchase

Agreement, dated as ofIune 1,2009, among New CarCo and the sellers party thereto.

"Material Adverse Effect": a material adverse effect on (a) the business,

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

Group Members (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

the Loan Parties are a party, (d) the rights and remedies of the Lenders under any of the Loan

Documents, or (e) the Collateral (taken as a whole); provided that (w) the taking of any action by

the Borrower and its Subsidiaries, including the cessation of production, pursuant to and in

accordance with the Applicable Budget, (x) the filing of the Cases, (y) any sale pursuant to any

Related Section 363 Transactions or any other action taken pursuant to the Orders, and (z) any

events of default under Existing Prepetition Facilities, shall not be taken into consideration.

USActive 16403926.21 -16-
"Material Environmental Amount": $50,000,000.

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

which may be extended by the Lenders in their sole discretion in accordance with Section 8.1):

(a) 90 days after the Petition Date; (b) 55 days after the Petition Date if the Final Order has not

been entered prior to the expiration of such 55-day period or, if so entered, shall not be in full

force and effect; (c) the effective date of a plan ofreorganization or liquidation that is confirmed

pursuant to an order entered in the Cases by the Bankruptcy Court; (d) the acceleration of any

Loans and the Additional Notes and the termination ofthe Commitment in accordance with the

terms ofthis Agreement; and (e) October 31, 2009.

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

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

any Guarantor in favor of, or for the benefit of, the Lenders, substantially in the form of

Exhibit J, taking into consideration the law and jurisdiction in which such mortgage or deed of

trust is to be recorded or filed, to the extent applicable.

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

Lenders shall be granted a Lien pursuant to the Orders or the Mortgages.

"Multiemployer Plan": 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 Cash Proceeds": 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 ofsuch event to repay Indebtedness (other than the Loans) secured by such asset

or otherwise subject to mandatory prepayment as a result ofsuch event and (iii) the amount of all

taxes paid (or reasonably estimated to be payable, including under any tax sharing arrangements)

and, with respect to amounts that will be expatriated as a result of any event attributable to a

Non-U.S. Subsidiary, the amount of any taxes that will be payable by any Group Member as a

result of the expatriation, 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 Officer); provided that Net

Cash Proceeds shall exclude funds that GM Canada or any of the Canadian Guarantors are

required to use to repay the loans under the Canadian Facility.

USActive 16403926.21 -17-
"New CarCo": Auto Acquisition Corp., a Delaware corporation.

"New GM Entities": New CarCo and its subsidiaries.

"Non-Debtor": each Subsidiary ofthe Borrower that is not a Debtor.

"Non-Excluded Taxes": as defined in Section 2.l2(a).

"Non-U.S. Lender": as defined in Section 2. 12(d).

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

U.S. Subsidiary.

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

Domestic Subsidiary that is not an Excluded Subsidiary.

"Notes": collectively, the Initial Notes, any promissory notes issued m

connection with an assignment as contemplated by Section 2.3(b), and the Additional Notes.

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

limitation, interest accruing after the maturity ofthe Loans and the Additional Notes and interest

accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency,

reorganization or like proceeding, relating to any Loan Party, whether or not a claim for postfiling or post-petition interest is allowed in such proceeding) the Loans and the Additional Notes

and all other obligations and liabilities of any Loan Party to any Lender, whether direct or

indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred,

which may arise under, out of, or in connection with, this Agreement, the Additional Notes, any

other Loan Document or any other document made, delivered or given in connection herewith or

therewith, whether on account of principal, interest, reimbursement obligations, fees,

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

counsel to any Lender that are required to be paid by any Loan Party pursuant hereto) or

otherwise.

"OFAC": the Office ofForeign Assets Control ofthe Treasury.

"Orders": the Interim Order and the Final Order.

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

value of whose assets consist of equity of one or more Foreign 956 Subsidiaries for U.s. federal

income tax purposes.

"Other Taxes": any and all present or future stamp or documentary taxes and any

other excise or property taxes, intangible or mortgage recording taxes, charges or similar levies

imposed by the United States or any taxing authority thereof or therein arising from any payment

made, or from the execution, delivery or enforcement of, or otherwise with respect to this

Agreement or any other Loan Document.

USActive 16403926.21 -18-
"Outstanding Amount": as of any date of detennination (a) with respect to

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

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

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

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

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

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

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

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

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

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

obligations, the aggregate outstanding amount thereof.

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

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

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

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

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

Schedule 3.25 hereto).

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

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

methods, techniques, processes, proprietary infonnation, technology, know-how, fonnulae, 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 infonnation, technology, know-how and fonnulae described in

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

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

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

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

continuations in part and extensions or renewals thereof.

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

any or all ofits functions under ERISA.

"Pennitted Disposition":

(a) Dispositions ofinventory in the ordinary course ofbusiness;

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

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

pending their Disposition;

(c) Dispositions of accounts receivable more than 90 days past due III

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

USAc!ive 16403926.21 -19-
(d) Dispositions of any Capital Stock of any JV Subsidiary in accordance with

the applicable joint venture agreement relating thereto;

(e) any Disposition of (i) any Subsidiary's Capital Stock to the Borrower or

any Guarantor, or (ii) any Excluded Subsidiary's (other than any Excluded Subsidiary,

the stock of which is pledged as Collateral) stock to the Borrower, any Guarantor or any

other Excluded Subsidiary;

(f) any Disposition of cash or Cash Equivalents in a manner that is not

prohibited by the terms ofthis Agreement or the other Loan Documents;

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

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

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

optimization plan, in each case in the ordinary course ofbusiness;

(h) any Disposition of assets pursuant to the Wind-Down;

(i) any Disposition of assets between or among the Loan Parties;

(j) the licensing and sublicensing of Patents, Trademarks and other

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

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

good faith and the ordinary course ofbusiness;

(k) any Disposition made pursuant to the Section 363 Sale Order;

(I) any Disposition not otherwise permitted in clauses (a) through (k) above;

provided that, (i) such Disposition shall be for fair market value or otherwise approved by

the Bankruptcy Court, (ii) the consideration for such Disposition shall solely be paid in

cash and (iii) the Net Cash Proceeds of such Disposition are applied in accordance with

Section 2.5, unless otherwise consented to by the Required Lenders; and

(m) any Disposition of the assets or property of any Subsidiary that is not a

Loan Party to any other Subsidiary or Subsidiaries that are not Loan Parties.

"Permitted Holders": any holder of any Capital Stock of the Borrower as of the

Closing Date.

"Permitted Indebtedness":

(a) Indebtedness created under any Loan Document;

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

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

constructed) by, or Capital Lease Obligations of, any North American Group Member

(other than a Debtor), to the extent a fully executed, binding commitment to purchase the

property to be collateral for such indebtedness is in effect on the Closing Date;

..

USActive 16403926.21 -20-
(c) trade payables, if any, in the ordinary course ofits business;

(d) Indebtedness existing on the Petition Date and any refinancings,

refundings, renewals or extensions thereof (without any increase, or any shortening ofthe

maturity, of any principal amount thereof);

(e) intercompany Indebtedness of a North American Group Member in the

ordinary course of business; provided that, the right to receive any repayment of such

Indebtedness (other than Indebtedness meeting the criteria of clause (d) above, or any

extensions, renewals, exchanges or replacements thereof) shall be subordinated to the

Lenders' rights to receive repayment ofthe Obligations;

(f) Indebtedness under the Canadian Facility;

(g) 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 6.1;

(h) Swap Agreements permitted pursuant to Section 6.15 that are not entered

into for speculative purposes;

(i) 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 oflongterm 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 any Loan Party in

the ordinary course ofbusiness;

G) 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 Business Days ofits incurrence;

(k) any guarantee by any Loan Party ofPermitted Indebtedness;

(I) Indebtedness entered into under Section 136 ofEISA;

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

the kind in clauses (a), (d), (f), (g), (n) and (P) of this definition to the extent (i) the

USActive 16403926.21 -21-
principal amount of or commitment for such Indebtedness is not increased (except by an

amount equal to unpaid accrued interest and premium thereon plus other reasonable fees

and expenses incurred in connection with such extension, renewals or replacement),

(ii) neither the final maturity nor the weighted average life to maturity of such

Indebtedness is decreased and (iii) such Indebtedness, ifsubordinated in right of payment

to the Lenders of the Indebtedness under this Agreement, remains so subordinated on

terms no less favorable to the Required Lenders;

(n) Settlement Agreement Debt;

(0) the Warrant Notes;

(P) the Indebtedness incurred in connection with the GMAC Rights Facility,

the Warranty Support Program and the Supplier Receivables Facility; and

(q) the Canadian Subsidiaries may undertake any transactions with 1908

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

course, consistent with past practice; provided that: (i) the Borrower shall not be entitled

to deposit any funds, including the proceeds of any Loan, with GM Overseas Funding

LLC; and (ii) the Borrower shall not be entitled· to deposit the proceeds of any Loan with

1908 Holdings or Parkwood Holdings Ltd. unless such proceeds are being used to pay

suppliers to the Canadian automotive manufacturing business or to pay for the purchase

ofinventory by GM Canada.

"Permitted Investments":

(a) any Investment in Cash Equivalents;

(b) any Investment by a Loan Party in the Borrower, another Loan Party, or a

Pledged Entity that is a Domestic Subsidiary;

(c) Investments after the Closing Date in (i) the Canadian Subsidiaries in an

aggregate amount not to exceed $600,000,000 and (ii) any Group Member that is not a

Loan Party, other than the Canadian Subsidiaries, in an aggregate amount, together with

the aggregate amount of Investments made after the Closing Date pursuant to

clauses (d)(ii), (t) and (s) below, not to exceed $950,000,000;

(d) any Investment (i) existing on the Closing Date (including under the

Settlement Agreement), (ii) made pursuant to binding commitments in effect on the

Closing Date in an aggregate amount not to exceed $100,000,000, subject to the

limitations set forth in the applicable sub-clause in clause (c) above, or (iii) consisting of

any extension, modification or renewal of any Investment existing on the Closing Date;

provided that the amount of any such Investment is not increased through such extension,

modification or renewal;

(e)

Borrower;

USActive 16403926.21

any Investment acquired solely in exchange for Capital Stock of the

-22-
(f) Investments in joint ventures after the Closing Date in an aggregate

amount, taken together with all other Investments made in reliance on this clause, not to

exceed an amount equal to, at anyone time outstanding, $25,000,000, and subject in all

events to the limitations set forth in the applicable sub-clause in clause (c) above.

(g) 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 Governmental Authority and required to be so

invested by the terms ofthe related arrangements with such Governmental Authority;

(h) any Investment otherwise permitted under this Agreement;

(i) Investments in Indebtedness of, or Investments guaranteed by,

Governmental Authorities, in connection with industrial revenue, municipal, pollution

control, development or other bonds or similar financing arrangements;

(j) any capped call, ratio capped call or other similar derivative transaction

entered into by a Loan Party on or before the Closing Date;

(k) Trade Credit;

(I) 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);

(m) 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 offoreclosure;

(n) 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;

(0) conveyance of Collateral in an arm's-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 Collateral having a fair market

value equal to or greater than the fair market value ofthe conveyed Collateral;

(P) Investments in dealerships in United States in the ordinary course of

business not to exceed in the aggregate an amount in excess of $25,000,000;

(q) the Investment made in connection with the GMAC Rights Facility, the

Warranty Support Program and the Supplier Receivables Facility;

(r)

USActiv.16403926.21

Investments in connection with the GMAC Reorganization; and

-23-
(s) Inveshnents after the Closing Date in the form of cash collateral posted in

connection with letters of credit issued for the account of any Foreign Subsidiary, taken

together, in an aggregate amount together with the aggregate amount of Inveshnents

made in reliance on this clause, not to exceed an amount equal to, at anyone time

outstanding, $25,000,000 and subject in all events to the limitations set forth in the

applicable sub-clause in clause (c) above.

"Permitted Liens": with respect to any Property of any North American Group

Member:

(a) Liens created under the Loan Documents;

(b) Liens on Property of a North American Group Member existing on the

date hereof(including Liens on Property of a North American Group Member pursuant to

Existing Agreements; provided that such Liens shall secure only those obligations and

any permitted refinancing that they secure on the date hereof);

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

North American Group Member or existing on any Property of any Person that becomes

a Subsidiary after the date hereof prior to the time such Person becomes a North

American Group Member, 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

North American Group Member, (y) such Lien does not apply to any other Property or

assets of a North American Group Member, and (z) such Lien secures only those

obligations that it secures on the date ofsuch acquisition or the date such Person becomes

a North American Group Member, as the case may be;

(d) Liens for taxes and utility charges not yet due or that are being contested

in good faith, by proper proceedings diligently pursued, and as to which adequate

reserves have been provided;

(e) 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 5.8;

(f) 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;

(g) Liens securing Swap Agreements permitted pursuant to Section 6.15;

(h) 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;

USActive 16403926.21 -24-
(i) customary Liens in favor of trustees and escrow agents, and netting and

set-offrights, banker's liens and the like in favor of counterparties to financial obligations

and instruments, including, without limitation, Swap Agreements permitted pursuant to

Section 6.15;

(j) Liens securing Indebtedness incurred under Section 136 ofEISA;

(k) 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;

(I) 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 ofbusiness;

(m) zoning and environmental restnctlOns, easements, rights-of-way,

restrictions on use ofreal property or groundwater, institutional controls and other similar

encumbrances or deed restrictions 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 ofthe business of any

North American Group Member;

(n) purchase money security interests in real property, improvements thereto

or equipment hereafter acquired (or, in the case ofimprovements, constructed) by a North

American Group Member, including pursuant to Capital Lease Obligations; provided that

(i) such security interests secure Indebtedness permitted by Section 6.9, (ii) such security

interests are incurred, and the Indebtedness secured thereby is created, within 90 days

after such acquisition (or construction), (iii) the Indebtedness secured thereby does not

exceed the lesser ofthe cost or the fair market value ofsuch real property, improvements

or equipment at the time of such acquisition (or construction) and (iv) such security

interests do not apply to any other property or assets of any North American Group

Member;

(0) judgment Liens securing judgments not constituting an Event of Default

under Section 7.1 (n);

(P) any Lien consisting of rights reserved to or vested in any Governmental

Authority by statutory provision;

(q) Liens securing Indebtedness described in clauses (d), (e) and (f) of the

definition ofPermitted Indebtedness;

(r) pledges or deposits made to secure reimbursement obligations in respect

of letters of credit issued to support any obligations or liabilities described in clauses (k)

or (I) ofthis definition;

USActive 16403926.21 -25-
(s) Liens incurred in connection with the GMAC Rights Facility, the

Warranty Support Program and the Supplier Receivables Facility;

(t) Liens incurred pursuant to the Settlement Agreement and the Settlement

Agreement Debt; and

(u) other Liens created or assumed in the ordinary course of business of the

North American Group Member; provided that the obligations secured by all such Liens

shall not exceed the principal amount of $25,000,000.

"Person": any individual, corporation, company, voluntary association,

partnership, Jomt venture, limited liability company, trust, unincorporated association or

govemment (or any agency, instrumentality or political subdivision thereof).

"Petition Date": as defined in the recitals hereto.

"Plan": 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, for which any ofthe Loan Parties or any oftheir 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 Closing Date.

"Pledged Entity": a Subsidiary of a Loan Party whose Capital Stock is subject to

a security interest in favor ofthe Lenders pursuant to the Orders or the Collateral Documents.

"Pledgors": the parties set forth on Schedule 1.1D and each other Person that

makes a pledge in favor ofthe Lenders under the Equity Pledge Agreement.

"Postpetition": when used with respect to any agreement or instrument, any claim

or proceeding or any other matter, shall refer to an agreement or instmment that was entered into

or became effective, a claim or proceeding that first arose or was first instituted, or another

matter that first occurred, after the commencement ofthe Cases.

"Prepetition": when used with respect to any agreement or instmment, any claim

or proceeding or any other matter, shall refer to an agreement or instrument that was entered into

or became effective, a claim or proceeding that arose or was instituted, or another matter that

occurred, prior to the Petition Date.

"Prepetition Payment": a payment (by way of adequate protection or otherwise)

of principal or interest or otherwise on account of any Prepetition Indebtedness or trade payables

or other Prepetition claims against any Debtor.

"Prepetition Revolving Credit Agreement": Amended and Restated Credit

Agreement, dated as of July 20, 2006, among the Borrower, GM Canada, Saturn, LLC (fi'k/a

Saturn Corporation), Citicorp USA, Inc., as administrative agent, and the lenders party thereto

from time to time.

USAc!ive 16403926.21 -26-
"Prepetition Term Loan Agreement": the Term Loan Agreement, dated as of

November 29,2006, among the Borrower, Saturn, LLC (:flkIa Saturn Corporation) and JPMorgan

Chase Bank, N.A., as administrative agent, and the lenders party thereto from time to time,

"Prime Rate": the rate of interest per annum publicly announced from time to

time by JPMorgan Chase Bank, N.A. as its prime rate in effect at its principal office in New

York City (the Prime Rate not being intended to be the lowest rate of interest charged by

JPMorgan Chase Bank, N.A. in connection with extensions of credit to borrowers).

"Prohibited Jurisdiction": any country or jurisdiction, from time to time, that is

the subject of a prohibition order (or any similar order or directive), sanctions or restrictions

promulgated or administered by any Governmental Authority ofthe United States.

"Prohibited Person": any Person:

(a) subject to the provisions ofthe Executive Order;

(b) that is owned or controlled by, or acting for or on behalf of, any person or

entity that is subject to the provisions ofthe Executive Order;

(c) with whom a Lender is prohibited from dealing or otherwise engaging in

any transaction by any terrorism or money laundering law, including the Executive

Order;

(d) who commits, threatens or conspires to commit or supports "terrorism" as

defined in the Executive Order;

(e) that is named as a "specially designated national and blocked person" on

the most current list published by the OFAC at its official website,

http://www.treas.goofac/t1lsdn.pdf or at any replacement website or other replacement

official publication ofsuch list; or

(f) who is an Affiliate or affiliated with a Person listed above.

"Property": any right or interest in or to property of any kind whatsoever,

whether real, personal or mixed and whether tangible or intangible.

"Records": all books, instruments, agreements, customer lists, credit files,

computer files, storage media, 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 Collateral.

"Recovery Event": any settlement of or payment in respect of any property or

casualty insurance claim (other than the proceeds of any self-insurance) or any condemnation

proceeding relating to any asset of any Group Member in each case, in excess of(i) $10,000,000

if received by a Group Member that is a Foreign Subsidiary, or (ii) $5,000,000 if received by a

Group Member that is not a Foreign Subsidiary.

USActiv. 16403926.21 -27-
"Register": as defined in Section 8.6(b).

"Regulation D": Regulation D ofthe Board as in effect from time to time.

"Related Section 363 Transactions":

Schedule l.IE attached hereto.

each of the transactions listed on

"Reoortable Event": any of the events set forth in section 4043(c) of ERISA or

the regulations issued thereunder, other than those events as to which the thirty day notice period

referred to in section 4043(c) of ERISA have been waived.

"Required Lenders": at any time, Lenders with Aggregate Exposures constituting

a majority ofthe Aggregate Exposures of all Lenders.

"Requirements of Law": as to any Person, the Certificate of Incorporation and

By-Laws or other organizational or governing documents of such Person, and any law, treaty,

rule or regulation or determination of an arbitrator or a court of competent jurisdiction or other

Governmental Authority, in each case applicable to and binding upon such Person and any ofits

property, and to which such Person and any ofits property is subject.

"Responsible Officer": as to any Person, the chief executive officer or, with

respect to financial matters (including without limitation those matters set forth in

Sections 4.2(d) and 5.2(h)), the chief financial officer, treasurer or assistant treasurer of such

Person, an individual so designated from time to time by such Person's board of directors or, for

the purposes of Section 5.2 only (other than Section 5.2(h)), to include the secretary or an

assistant secretary ofthe Borrower, or, in the event any such officer is unavailable at any time he

or she is required to take any action hereunder, Responsible Officer shall mean any officer

authorized to act on such officer's behalf as demonstrated by a certificate of corporate resolution

(or equivalent); provided that the Lenders are notified in writing of the identity of such

Responsible Officer.

"Restricted Payments": as defined in Section 6.5.

"S&P": Standard & Poor's Ratings Services and its successors.

"SalelLeaseback Transaction": as defined in Section 6.17.

"SEC": the Securities and Exchange Commission, any successor thereto and any

analogous Governmental Authority.

"Section 363 Sale Order": an order of the Bankruptcy Court approving the

Related Section 363 Transactions in form and substance substantially in the form attached to the

Transaction Documents or otherwise satisfactory to the Required Lenders.

"Senior Employee": with respect to the Loan Parties collectively, any of the

25 most highly compensated employees (including the SEOs).

USAc!ive 16403926.21 -28-
"SEO": a Senior Executive Officer as defined in the EESA and any interpretation

ofsuch tenn by the Treasury thereunder, including the rules set forth in 31 C.F.R. Part 30.

"Settlement Agreement": that Settlement Agreement, dated February 21, 2008

(as amended, modified or otherwise supplemented on or prior to the Closing 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 Sep.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, affd, 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.

"Settlement Agreement Debt": Indebtedness of the Borrower incurred or to be

incurred pursuant to the tenns of the Settlement Agreement as in effect on the Closing 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 Tenn Note, dated February 21,2008, payable to

the order of LBK, LLC) or similar debt issued pursuant to any Settlement Agreement.

"Special Inspector General of the Troubled Asset Relief Program": The Special

Inspector General of the Troubled Asset Relief Program, as contemplated by Section 121 of the

EESA.

"Specified Benefit Plan": any employee benefit plan within the meaning 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, fonner employee,

individual independent contractor or director, including any bonus, incentive, supplemental

retirement plan, golden parachute, employment, individual consulting, change of control, bonus

or retention agreement, whether provided directly or indirectly by any Group Member or

otherwise.

"Subsidiary": 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

tenns thereof ordinary voting power to elect a majority ofthe board of directors or other persons

perfonning similar functions of such corporation, partnership or other entity (irrespective of

whether or not at the time securities or other ownership interests of any other class or classes of

such corporation, partnership or other entity shall have or shall have the right to have voting

power by reason ofthe 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. Unless otherwise qualified, all references to a

"Subsidiary" or "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries ofthe

Borrower.

"Superpriority Claim": a claim against the Borrower or any other Debtor in any

ofthe Cases pursuant to section 364(c)(1) ofthe Bankruptcy Code having priority over any or all

administrative expenses including administrative expenses specified in sections 503 and 507 of

USActive 16403926.21 -29-
the Bankruptcy Code, whether or not such claim or expenses may become secured by a judgment

lien or other non-consensual lien, levy or attachment.

"Supplier Receivables Facility": that certain Credit Agreement, dated as of

April 3, 2009, between Supplier SPY and the Treasury.

"Supplier SPV": GM Supplier Receivables LLC, a Delaware limited liability

company.

"Swap Agreement": any agreement with respect to any swap, forward, future or

derivative transaction or option or similar agreement involving, or settled by reference to, one or

more rates, currencies, commodities, equity or debt instruments or securities, or economic,

financial or pricing indices or measures of economic, financial or pricing risk or value or any

similar transaction or any combination of these transactions; provided that no phantom stock or

similar plan providing for payments only on account of services provided by current or former

directors, officers, employees or consultants ofthe Borrower or any ofits Subsidiaries shall be a

"Swap Agreement."

''Taxes'': as defined in Section 2.l2(a).

"Trade Credit": accounts receivable, trade credit or other advances extended to,

or investment made in, customers, 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 3.25 hereto).

"Trademarks": all domestic and foreign trademarks, service marks, collective

marks, certification marks, trade dress, trade names, corporate names. business names, dlb/as,

Internet domain names, designs, logos and other source or business identifiers and all general

intangibles of like nature, now or hereafter owned, adopted, or acquired by any Loan Party

(including, without limitation, all domestic and foreign trademarks, service marks, collective

marks, certification marks, trade dress, trade names, business names, dlb/as, Internet domain

names, designs, logos and other source or business identifiers described in Schedule 3.25 hereto),

all applications, registrations and recordings thereof (including, without limitation, applications,

registrations and recordings in the United States Patent and Trademark 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

ofthe business symbolized by such marks.

"Trading With the Enemy Act": as defined in Section 3.19.

"Tranche B Term Loan": as defined in Section 2.1.

USAc!ive 16403926.21 -30-
"Tranche C Term Loan": as defined in Section 2.1.

"Transaction Documents": Each of, and collectively, (i) the Master Transaction

Agreement, (ii) the Section 363 Sale Order and (iii) the related manufacturing agreements, asset

purchase agreements, organizational documents, finance support agreements and all other related

documentation, each as amended, supplemented or modified from time to time in accordance

with Section 6.6.

"Transferee": any Assignee or Participant.

"Treasury": The United States Department ofthe Treasury.

"Uniform Commercial Code": the Uniform Commercial Code as in effect from

time to time in the State ofNew York.

"United States": The United States ofAmerica.

"USA PATRIOT Act": as defined in Section 3.18(d).

"U.S. Subsidiary": any Subsidiary of any Loan Party that is organized or existing

under the laws ofthe United States or any state thereof or the District ofColumbia.

"Use ofProceeds Statement": as defined in Section 4.2(e).

"Warrant": the Warrant to Purchase Common Stock, dated as of December 31,

2008, issued by the Borrower in favor ofthe Treasury pursuant to the Warrant Agreement.

"Warrant Agreement": the Warrant Agreement, dated as December 31,2008, by

and between the Borrower and the Treasury.

"Warrant Note": the Borrower's note dated December 31, 2008 delivered to the

Treasury pursuant to the Warrant Agreement.

"Warranty SPV": OM Warranty LLC, a Delaware limited liability company.

"Warranty Support Program": the program established by the Treasury to ensure

that the limited warranty obligations ofthe Borrower and its Subsidiaries with respect to vehicles

sold from March 30, 2009 through July 31, 2009 are honored, as more fully described in the

Administration Agreement, dated as of May 27, 2009, between Warranty SPV, the Borrower,

and certain Subsidiaries ofthe Borrower.

"Weekly Variance Report": for each calendar week, a variance report in form and

substance reasonably acceptable to the Required Lenders; each such report shall include

explanations for all material variances against the Applicable Budget shall be certified by a

Responsible Officer of the Borrower as being prepared in good faith and, to the best of such

Responsible Officer's knowledge after due inquiry and investigation, fairly presenting in all

material respects the information set forth therein.

USAc!ive 16403926.21 -31-
"Wholly Owned Subsidiary": as to any Person, any other Person all of the

Capital Stock of which (other than directors' qualifying shares required by law) is owned by

such Person directly and/or through other Wholly Owned Subsidiaries.

"Wind-Down": the sale or shutdown of certain businesses and properties of the

Debtors and the Subsidiaries thereof.

"Wind-Down Amount": as defined in Section 2.14.

"Withdrawal Liability": liability to a Multiemployer Plan as a result of a

complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I

of Subtitle E ofTitle N ofERISA.

1.2. Other Definitional Provisions. (a) Unless otherwise specified therein, all

terms defined in this Agreement shall have the defined meanings when used in the other Loan

Documents or any certificate or other document made or delivered pursuant hereto or thereto.

(b) As used herein and in the other Loan Documents, and any certificate or

other document made or delivered pursuant hereto or thereto, (i) accounting terms relating to

Group Members not defined in Section 1.1 and accounting terms partly defined in Section 1.1, to

the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the

words "include," "includes" and "including" shall be deemed to be followed by the phrase

"without limitation," (iii) the word "incur" shall be construed to mean incur, create, issue, assume,

become liable in respect of or suffer to exist (and the words "incurred" and "incurrence" shall have

correlative meanings), (iv) the words "asset" and "property" shall be construed to have the same

meaning and effect and to refer to any and all tangible and intangible assets and properties,

including cash, Capital Stock, securities, revenues, accounts, leasehold interests and contract

rights, (v) references to agreements or other Contractual Obligations shall, unless otherwise

specified, be deemed to refer to such agreements or Contractual Obligations as amended,

supplemented, restated or otherwise modified from time to time and (vi) references to any Person

shall include its successors and assigns.

(c) The words "hereof," "herein" and "hereunder" and words of similar import,

when used in this Agreement, shall refer to this Agreement as a whole (including the Schedules

and Exhibits hereto) and not to any particular provision of this Agreement (or the Schedules and

Exhibits hereto), and Section, Schedule and Exhibit references are to this Agreement unless

otherwise specified.

(d) The meanings given to terms defined herein shall be equally applicable to

both the singular and plural forms ofsuch terms.

(e) It is understood and agreed that any reference to the terms "Subsidiary" and

"Affiliate" shall not be deemed or interpreted to include GMAC; provided that, the ownership

thereof does not increase beyond the amount owned immediately following the consummation of

the transactions contemplated by the GMAC Reorganization and the GMAC Rights Facility.

1.3. Conversion of Foreign Currencies. (a) For purposes of this Agreement

and the other Loan Documents, with respect to any monetary amounts in a currency other than

USActive 16403926.21 -32-
Dollars, the Dollar Equivalent thereof shall be determined based on the Exchange Rate in effect

at the time ofsuch determination (unless otherwise explicitly provided herein).

(b) The Treasury may set up appropriate rounding off mechanisms or otherwise

round-off amounts hereunder to the nearest higher or lower amount in whole Dollar or cent to

ensure amounts owing by any party hereunder or that otherwise need to be calculated or converted

hereunder are expressed in whole Dollars or in whole cents, as may be necessary or appropriate.

SECTION 2

AMOUNT AND TERMS OF COMMITMENTS

2.1. Commitments. Subject to the terms and conditions hereof, each Lender

severally, and not jointly, agrees (a) to make term loans (each, a "Tranche B Term Loan",

including, for the avoidance of doubt, the Contingency Reserve Loans) in Dollars to the Borrower

from time to time during the Commitment Period in an aggregate amount not exceeding the

Commitment of such Lender and (b) to make non-recourse term loans (each, a "Tranche C Term

Loan") in Dollars to the Borrower in accordance with Section 2.14 in an aggregate amount not

exceeding the lesser of (x) the Wind-Down Amount and (y) the then unused amount of the

Commitments, provided that, the aggregate amount of available Commitments to be borrowed

from each Lender shall be reduced by reserves for an amount equal to such Lender's Aggregate

Exposure Percentage ofthe Carve-Out. The Loans may from time to time be Eurodollar Loans or,

solely in the circumstances specified in Section 2.8, ABR Loans. Any borrowing of Loans shall

reduce the Commitments in like amount, and amounts borrowed under this Section 2.1 and repaid

or prepaid may not be reborrowed.

2.2. Procedure for Borrowing. The Borrower may borrow Loans on any

Business Day during the Commitment Period in an aggregate principal amount as of any

Borrowing Date not to exceed the amounts permitted to be advanced as ofsuch date set forth on

Schedule 6.2l(a), provided that, the Borrower shall deliver directly to each Lender a Borrowing

Notice (which Borrowing Notice must be received by the Lenders prior to 12:00 noon (New

York City time) three Business Days prior to the requested Borrowing Date, or such shorter

notice as agreed to by each affected Lender in its sole discretion), which Borrowing Notice shall

specify (i) the aggregate amount of the Loans requested from all Lenders (which amount,

together with the aggregate principal amount of all Loans outstanding as of the date of such

Borrowing Notice, shall not exceed the limit set forth on Schedule 6.2l(a) with respect to the

period in which such Loans are requested to be made, (ii) in connection with any Contingency

Reserve Loan, the additional information required pursuant to Section 4.2(g) and (iii) in

connection with the Tranche C Term Loans, the additional information required pursuant to

Section 2.14. Each Lender shall make its share of Commitments (as agreed between the

Lenders, which agreement shall be notified to the Borrower) of each borrowing of Loans

available directly to the Borrower or the relevant Loan Party as directed by the Borrower at the

Funding Account on the Borrowing Date requested by the Borrower in immediately available

funds.

2.3. Repayment of Loans; Evidence ofDebt. (a) The Loans shall be repayable

on the Maturity Date.

USActive 16403926.21 -33-
(b) Pursuant to Section 4.1 (a), the Borrower shall execute and deliver the Initial

Notes on the Closing Date. Following any assignment ofthe Loans or Conunitments pursuant to

Section 8.6, the Borrower agrees that, upon the request of any Lender, the Borrower shall promptly

execute and deliver to such Lender Notes reflecting the Loans and Conunitments assigned and the

Loans and Conunitments retained by such Lender, if any.

2.4. Optional Prepayments; Termination or Reduction of Conunitments.

(a) The Borrower may at any time and from time to time prepay the Loans or the Additional

Notes, in whole or in part, without premium or penalty, upon irrevocable notice delivered to each

Lender no later than 12:00 noon (New York City time) three Business Days prior to the date

such prepayment is requested to be made, which notice shall specifY the date of such

prepayment, the aggregate amount of such prepayment and such Lender's Aggregate Exposure

Percentage of such payment; provided that, (x) if a Loan or Additional Note is prepaid on any

day other than the last day ofthe Interest Period applicable thereto, the Borrower shall also pay

any amounts owing pursuant to Section 2.10 and (y) the Additional Notes may not be prepaid

prior to the date that the Loans and all interest thereon have been repaid in full in cash. If any

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 and shall be

applied as provided in Section 2.5(c). Partial prepayments of Loans shall be in an aggregate

principal amount of $100,000,000 or a whole multiple thereof or, if less, the entire principal

amount thereofthen outstanding.

(b) The Borrower shall have the right, upon irrevocable notice delivered to each

Lender no later than 12:00 noon (New York City time) three Business Days prior to the date such

termination or reduction is requested to be made, to terminate the Commitments or, from time to

time, to reduce the amount of the Commitments, which notice shall specifY the date of such

termination or reduction, the aggregate amount ofsuch reduction (if applicable) and such Lender's

Aggregate Exposure Percentage of such reduction (if applicable). Any such reduction shall be in

an aggregate principal amount of $100,000,000 or a whole multiple thereof and shall reduce

permanently the Conunitments then in effect or, if less, the entire principal amount thereof then

outstanding.

2.5. Mandatory Prepayments and Conunitment Reductions. (a) Unless the

Required Lenders shall otherwise agree, if any Indebtedness is incurred or issued, except for

Indebtedness permitted by Section 6.9 and except for Indebtedness under the Canadian Facility,

as the same may be amended, restated, supplemented or modified from time to time hereafter in

accordance with the terms and conditions of this Agreement and the other Loan Documents, by

any Group Member, then promptly upon such incurrence or issuance, as the case may be (and in

any case not more than three (3) Business Days thereafter), the Loans and the Additional Notes

shall be prepaid and the Conunitments shall be reduced by an amount equal to the amount ofthe

Net Cash Proceeds ofsuch incurrence or issuance, as set forth in Section 2.5(c); provided that no

prepayment shall be required under this Section 2.5(a) if (x) the aggregate amount of

Indebtedness incurred on and after the Petition Date by all Group Members, taken together, does

not exceed $5,000,000 as of such date or (y) the Indebtedness was incurred or issued by a

Foreign Subsidiary, General Motors China, Inc. or GM APO Holdings LLC for the purpose of

funding operations in the jurisdiction where such Foreign Subsidiary is organized or within the

same Foreign Geographic Region as the jurisdiction of organization of such Foreign Subsidiary

USActive 16403926.21 -34-
or in the case of General Motors China, Inc. or GM APO Holdings LLC, in the Asia Pacific

region. With respect to any Indebtedness incurred or issued by a Non-U.S. Subsidiary, the

aggregate amount of the Net Cash Proceeds thereof required to be applied pursuant to

Section 2.5(c) to the prepayment of the Loans and the Additional Notes and the permanent

reduction ofthe Commitments shall be subject to reduction to the extent that expatriation ofsuch

Net Cash Proceeds (1) would result in material adverse tax or legal consequences (including,

without limitation, violation of contractual liabilities), (2) would be reasonably likely to result in

adverse personal liability of any director of any Group Member, or (3) would result in the

insolvency ofthe applicable Foreign Subsidiary. The provisions ofthis Section do not constitute

a consent to the incurrence of any Indebtedness by any Group Member.

(b) Unless the Required Lenders shall otherwise agree, if on any date any Group

Member shall receive Net Cash Proceeds from any Asset Sale, Recovery Event or Extraordinary

Receipt, promptly upon receipt by such Group Member of such Net Cash Proceeds (and in any

case not more than three (3) Business Days thereafter), the Loans and the Additional Notes shall be

prepaid and the Commitments shall be reduced by an amount equal to the amount of such Net

Cash Proceeds, as set forth in Section 2.5(c). With respect to any Net Cash Proceeds realized or

received by a Non-U.S. Subsidiary in connection with any Asset Sale, Recovery Event or

Extraordinary Receipt, the aggregate amount of such Net Cash Proceeds required to be applied

pursuant to Section 2.5(c) to the prepayment of the Loans and the Additional Notes and the

permanent reduction of the Commitments shall be subject to reduction to the extent that

expatriation of such Net Cash Proceeds (1) would result in material adverse tax or legal

consequences (including, without limitation, violation of contractual liabilities), (2) would be

reasonably likely to result in adverse personal liability of any director of any Group Member, or

(3) would result in the insolvency of the applicable Foreign Subsidiary. The provisions of this

Section 2.5 do not constitute a consent to the consummation of any Disposition not permitted by

Section 6.12.

(c) Unless the Required Lenders shall otherwise agree, amounts to be applied in

connection with prepayments and Commitment reductions made pursuant to Section 2.4 and this

Section 2.5 shall be applied, (i) first, to pay accrued and unpaid interest on, and expenses in respect

of, the Loans and the Additional Notes, (ii) second, to repay the Loans, (iii) third, to the permanent

reduction of any unused portion ofthe Commitment and (iv) fourth, to repay the Additional Notes.

Any such prepayment shall be accompanied by a notice to each Lender specifying the aggregate

amount of such prepayment and such Lender's Aggregate Exposure Percentage of such

prepayment.

2.6. Interest Rates and Payment Dates/Fee Payment Dates/Fees. (a) Each

Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto

at a rate per armum equal to the Eurodollar Rate determined for such Interest Period plus the

Applicable Margin.

(b) Each ABR Loan shall bear interest at a rate per armum equal to the ABR

plus the Applicable Margin.

USActive 16403926.21 -35-
(c) When any Event ofDefault has occurred and is continuing and the Required

Lenders have determined in their sole discretion not to permit such continuations, no Eurodollar

Loan may be continued as such.

(d) (i) At any time any Event of Default shall have occurred and be continuing,

(i) all outstanding Loans (including the Additional Notes) shall bear interest at a rate per annum

equal to the rate that would otherwise be applicable thereto pursuant to the foregoing provisions of

this Section 2.6 plus 5% per annum, which, in the sole discretion ofthe Treasury, may be the rate

of interest then applicable to ABR Loans, and (ii) all other outstanding Obligations shall bear

interest at 5% above the rate per annum equal to the rate ofinterest then applicable to ABR Loans.

(e) The Additional Notes shall bear interest at the same applicable rate specified

for the Loans, subject to Section 2.8.

(f) Interest shall be payable in arrears on each Interest Payment Date, provided

that, (i) interest on the Tranche C Notes shall not be payable on each Interest Payment Date but

shall instead be added to the principal ofthe Tranche C Loans on each Interest Payment Date, and

(ii) interest accruing pursuant to paragraph (d) of this Section 2.6 shall be payable from time to

time on demand.

2.7. Computation of Interest and Fees. (a) Interest and fees payable pursuant

hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that

with respect to ABR Loans the rate of interest on which is calculated on the basis of the Prime

Rate, the interest thereon shall be calculated on the basis of a 365- (or 366-) day year for the

actual days elapsed. The Treasury shall, as soon as practicable, and promptly, notify the

Borrower and the other Lenders .of each determination of a Eurodollar Rate. Any change in the

interest rate on a Loan resulting from a change in the ABR or the Eurocurrency Reserve

Requirements shall become effective as of the opening of business on the day on which such

change becomes effective. The Treasury shall, as soon as practicable, and promptly, notify the

Borrower and the other Lenders of the effective date and the amount of each such change in

interest rate.

(b) Each determination of an interest rate by the Treasury pursuant to any

provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in

the absence of manifest error. The Treasury shall, at the request of the Borrower, deliver to the

Borrower a statement showing the quotations used by the Treasury in determining any interest rate

pursuant to Section 2.7(a).

2.8. Inability to Determine Interest Rate; Illegality. (a) If prior to the first day

of any Interest Period:

(i) any Lender shall have determined (which determination shall be

conclusive and binding upon the Borrower) that, by reason of circumstances affecting the

relevant market, adequate and reasonable means do not exist for ascertaining the

Eurodollar Rate for such Interest Period, or

(ii) any Lender shall have determined that the EurodOllar Rate

determined or to be determined for such Interest Period will not adequately and fairly

USActive 16403926.21 -36-
reflect the cost to such Lender (as conclusively certified by such Lender) of making or

maintaining their affected Loans during such Interest Period;

such Lender shall give telecopy or telephonic notice thereof to the Borrower and the other

Lenders as soon as practicable thereafter. Ifsuch notice is given pursuant to clause (i) or (ii) of

this Section 2.8(a) in respect of Eurodollar Loans, then (1) any Eurodollar Loans requested to be

made on the first day of such Interest Period shall be made by the affected Lenders as ABR

Loans, and (2) any outstanding Eurodollar Loans of the affected Lender, shall be converted, on

the last day of the then-current Interest Period, to ABR Loans. Until such relevant notice has

been withdrawn by such Lender, no further Eurodollar Loans by the affected Lenders shall be

made or continued as such, nor shall the Borrower have the right to convert ABR Loans to

Eurodollar Loans.

(b) If the adoption of or any change in any Requirement of Law or in the

interpretation or application thereof shall make it unlawful for any Lender to make or maintain

Eurodollar Loans as contemplated by this Agreement, such Lender shall give notice thereof to the

Borrower describing the relevant provisions of such Requirement of Law, following which, (i) in

the case of Eurodollar Loans, (A) the commitment of such Lender hereunder to make Eurodollar

Loans and continue such Eurodollar Loans as such and (B) such Lender's outstanding Eurodollar

Loans shall be converted automatically on the last day of the then current Interest Periods with

respect to such Loans (or within such earlier period as shall be required by law) to ABR Loans. If

any such conversion or prepayment of a Eurodollar Loan occurs on a day which is not the last day

ofthe then current Interest Period with respect thereto, the Borrower shall pay to such Lender such

amounts, if any, as may be required pursuant to Section 2.10.

2.9. Treatment of Borrowings and Payments; Evidence of Debt. (a) Each

borrowing by the Borrower from the Lenders hereunder and any reduction ofthe Commitments

ofthe Lenders shall be allocated between the Lenders as agreed by the Lenders.

(b) Each payment (including each prepayment) by the Borrower on account of

principal of and interest on the Loans shall be made pro rata according to the respective

outstanding principal amounts ofthe Loans then held by the Lenders. Amounts paid on account of

the Loans may not be reborrowed.

(c) Each payment (including each prepayment) by the Borrower on account of

the principal and interest on each Additional Note shall be made directly to the applicable Lender

that is the holder ofsuch Additional Note.

(d) All payments (including prepayments) to be made by the Borrower

hereunder, whether on account of principal, interest, fees or otherwise, shall be made without

setoff or counterclaim and shall be made prior to 3:00 p.m. (New York City time) on the due date

thereof to the Lenders at their respective Funding Offices, in Dollars and in immediately available

funds. If any payment hereunder (other than payments on the Eurodollar Loans) becomes due and

payable on a day other than a Business Day, such payment shall be extended to the next

succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a

day other than a Business Day, the maturity thereof shall be extended to the next succeeding

Business Day unless the result of such extension would be to extend such payment into another

USActive 16403926.21 -37-
calendar month, in which event such payment shall be made on the immediately preceding

Business Day. In the case of any extension of any payment of principal pursuant to the preceding

two sentences, interest thereon shall be payable at the then applicable rate during such extension.

(e) For the avoidance of doubt, the Commitments of each Lender to make

Loans to the Borrower hereunder are several and not joint. No Lender shall be responsible for any

portion of a Loan that any other Lender has failed to make.

2.10. lndenmity. The Borrower agrees to indenmify each Lender for, and to

hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a

consequence of(a) default by the Borrower in making a borrowing of Eurodollar Loans after the

Borrower has given a notice requesting the same in accordance with the provisions of this

Agreement, (b) default by the Borrower in making any prepayment after the Borrower has given

a notice thereof in accordance with the provisions of this Agreement or (c) the making of a

prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with

respect thereto. Such indemnification may include an amount equal to the excess, if any, of

(i) the amount ofinterest that would have accrued on the amount so prepaid, or not so borrowed,

for the period from the date of such prepayment or of such failure to borrow to the last day of

such Interest Period (or, in the case of a failure to borrow the Interest Period that would have

commenced on the date of such failure) in each case at the applicable rate of interest for such

Loans provided for herein (excluding, however, the Applicable Margin included therein, if any)

over (ii) the amount of interest (as reasonably determined by such Lender) that would have

accrued to such Lender on such amount by placing such amount on deposit for a comparable

period with leading banks in the interbank Eurodollar market. A certificate as to any amounts

payable pursuant to this Section 2.10 submitted to the Borrower by any Lender shall be

conclusive in the absence ofmanifest error and shall be payable within 30 days ofreceipt of any

such notice. The agreements in this Section 2.10 shall survive the termination ofthis Agreement

and the payment ofthe Loans and the Additional Notes and all other amounts payable hereunder.

2.11. Superpriority Nature of Obligations and Lenders' Liens. The priority of

Lenders' Liens on the Collateral owned by the Loan Parties shall be set forth in the Interim

Order and the Final Order entered with respect to the Cases.

2.12. Taxes. (a) All payments made by the Borrower under this Agreement or

any other Loan Document shall be made free and clear of, and without deduction or withholding

for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties,

charges, fees, deductions or withholdings, now or hereinafter imposed, levied, collected,

withheld or assessed by any Governmental Authority (collectively, "Taxes"), except for any

deduction or withholding required by law. If the Borrower is required to withhold any

Non-Excluded Taxes from any amounts payable to any Lender (i) the Borrower shall make such

deductions and shall pay the full amount deducted to the relevant Governmental Authority in

accordance with applicable laws and (ii) the amounts so payable to such Lender shall be

increased to the extent necessary to pay to such Lender such additional amounts as may be

necessary so that the Lender receives, free and clear of all such Non-Excluded Taxes, a net

amount equal to the amount it would have received from the Borrower under this Agreement or

any other Loan Document ifno such deduction or withholding had been made. For purposes of

this Agreement or any other Loan Document, "Non-Excluded Taxes" are withholding Taxes

USAc!ive 16403926.21 -38-
imposed by the United States or any taxing authority thereof or therein on payments made by the

Borrower under this Agreement or any other Loan Document other than (a) withholding Taxes

imposed on any Lender as a result of a present or former connection between such Lender and

the jurisdiction ofthe United States or any taxing authority thereof or therein imposing such Tax

(other than any such connection arising solely from such Lender having executed, delivered or

performed its obligations or received a payment under, or enforced, this Agreement or any other

Loan Document), (b) any branch profits taxes imposed by the United States, (c) any withholding

Taxes that exist on the date the Lender becomes a Lender or that arise as a result of a change in

status of the Lender as a Governmental Authority which is an agency of the Canadian federal

government that is exempt from withholding under the Convention as in effect on the date the

Lender becomes a Lender, and (d) withholding Taxes that could be eliminated or reduced by the

Lender providing tax forms, certifications, or other documentation.

(b) In addition, the Borrower shall pay any Other Taxes over to the relevant

Governmental Authority in accordance with Applicable Law.

(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, as the case

may be, a certified copy of an original official receipt received by the Borrower showing payment

thereof (or if an official receipt is not available, such other evidence of payment as shall be

reasonably satisfactory to such Lender). If the Borrower fails to pay any Non-Excluded Taxes or

Other Taxes required to be paid by the Borrower when due to the appropriate taxing authority or

fails to remit to the Lender the required receipts or other required documentary evidence, in each

case after receiving at least five days' advance written notice from the Lender, the Borrower shall

indemnify the Lender, as the case may be, for any incremental taxes, Non-Excluded Taxes or

Other Taxes, interest, additions to tax, expenses or penalties that may become payable by any

Lender, as the case may be, as a result of such failure. The indemnification payments under this

Section 2.l2(c) shall be made within 30 days after the date such Lender, as the case may be, makes

a written demand therefor (together with a reasonably detailed calculation ofsuch amounts).

(d) Each Lender (or any Transferee) (other than the United States government

(including the Treasury)) that either (i) is not incorporated under the laws ofthe United States, any

state thereof, or the District of Columbia or (ii) whose name does not include "Incorporated,"

"Inc.," "Corporation," "Corp.," "P.C.," "insurance company," or "assurance company" (a

"Non-U.S. Lender") shall deliver to the Borrower, so long as such Lender is legally entitled to do

so, two originals of either U.S. Internal Revenue Service Form W-9, Form W-8BEN, Form

W-8EXP, Form W-8ECI, 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 payment of

"portfolio interest", a Form W-8BEN (along with a statement as to certain requirements in order to

claim an exemption for "portfolio interest" reasonably acceptable to the Borrower), or Form W8IMY (with applicable attachments), or any subsequent versions thereof or successors thereto,

properly completed and duly executed by such Non-U.S. Lender claiming a complete exemption

from (or reduced rate of) United States federal withholding tax on all payments by the Borrower

under this Agreement or any other Loan Document. In addition, each Lender shall provide any

other U.S. tax forms (with applicable attachments) as will reduce or eliminate United States federal

withholding tax on payments by the Borrower under this Agreement or any other Loan Document.

For the avoidance of doubt, the Canadian Lender shall provide a Form W-8BEN claiming

USAc!;ve 16403926.21 -39-
exemption from withholding under the Convention between the United States of America and

Canada with respect to Taxes on Income and on Capital (the "Convention") on the Closing Date.

Each Lender (other than the United States government (including the Treasury)) shall provide the

appropriate documentation under this clause (d) at the following times (i) prior to the first payment

date after becoming a party to this Agreement, (ii) upon a change in circumstances or upon a

change in law, in each case, requiring or making appropriate a new or additional form, certificate

or documentation, (iii) upon or before the expiration, obsolescence or invalidity of any

documentation previously provided to the Borrower and (iv) upon reasonable request by the

Borrower. If a Lender is entitled to an exemption from or a reduction of any non-U.S. withholding

Tax under the laws of any jurisdiction imposing such Tax on any payments made by the Borrower

under this Agreement, then the Lender shall deliver to the Borrower, at the time or times

prescribed by Applicable Law and as 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 without material adverse

consequences to the Lender.

(e) If any Lender determines, in its sole good faith discretion, that it has

received a refund, credit or other tax benefit in respect of any Non-Excluded Taxes or Other Taxes

as to which it has been indemnified by the Borrower or with respect to which the Borrower has

paid additional amounts pursuant to this Section 2.12, it shall pay over such refund to the Borrower

(but only to the extent of Non-Excluded Taxes or Other Taxes paid by the Borrower plus any

interest thereon paid by the relevant Governmental Authority with respect to such refund), net of

all out of pocket third-party expenses ofthe Lender related to claiming such refund or credit, as the

case may be, and without interest (other than any interest paid by the relevant Governmental

Authority with respect to such refund) within 30 days ofthe date ofsuch receipt. Notwithstanding

anything to the contrary in this Agreement or any other Loan Document, upon the request of the

Lender, as the case may be, the Borrower agrees to repay any amount paid over to the Borrower by

such Lender pursuant to the immediately preceding sentence ifsuch Lender, as the case may be, is

required to repay such amount to such Governmental Authority. This paragraph shall not be

construed to (i) interfere with the rights of any Lender to arrange its tax affairs in whatever manner

it sees fit, (ii) obligate any Lender to claim any tax refund, (iii) require any Lender to make

available its tax returns (or any other information relating to its taxes or any computation with

respect thereof which it deems in its sole discretion to be confidential) to the Borrower or any other

Person, or (iv) require any Lender to do anything that would in its sole discretion prejudice its

ability to benefit from any other refunds, credits, reliefs, remissions or repayments to which it may

be entitled.

(f) Each Lender that is an Assignee shall be bound by this Section 2.12.

(g) The agreements contained in this Section 2.12 shall survive the termination

of this Agreement or any other Loan Document and the payments contemplated hereunder or

thereunder.

2.13. Additional Notes. In consideration for each of the Treasury and the

Canadian Lender making available its Commitment and making its Loans, on the Closing Date

the Borrower shall issue to the Treasury and the Canadian Lender the Additional Notes referred

USActive 16403926.21 -40-
to in Section 4.1 (b). The Additional Notes shall be repayable on the Maturity Date, and shall

bear interest at the rate applicable to the Loans pursuant to Section 2.6 hereof. Interest on the

Additional Notes shall be payable on the dates and in the manner provided for Loans hereunder.

The obligations ofthe Borrower in respect ofthe Additional Notes constitute Obligations for all

purposes of the Loan Documents. The obligations of the Borrower under the Additional Notes

are guaranteed by the Guaranty, and secured by the Collateral, to the same extent as the Loans

and the other Obligations, and the holder of the Additional Notes is entitled to all of the rights

and benefits thereofto the same extent as any other holder of any other Obligations.

2.14. Tranche C Term Loans. No later than 10 Business Days prior to the

closing ofthe Related Section 363 Transactions, the Borrower shall have provided to the Lenders

a proposed budget for the Wind-Down. The Lenders may propose changes to such budget, but

the Borrower shall not be obligated to incorporate any such proposed changes to such budget.

The final amount of such budget shall be the "Wind-Down Amount" which shall be satisfactory

to the Required Lenders. No later than three Business Days prior to the date ofthe closing ofthe

Related Section 363 Transactions, the Borrower shall request the Tranche C Tenn Loans in

accordance with Section 2.2.

SECTION 3

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Agreement and to make the Loans

hereunder, each Loan Party represents to the Lenders, with respect to itself and each of its

Subsidiaries that is a North American Group Member, in each case subject to the Orders, the

Related Section 363 Transactions, the Cases, the Bankruptcy Code and all orders of the

Bankruptcy Court issued in connection with the Cases, that as ofthe Closing Date and as of each

Borrowing Date:

3.1. Existence. Each North American Group Member (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 ofsuch 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 ofLaw.

3.2. Financial Condition. The Borrower has heretofore furnished to the

Lenders a copy of its audited Consolidated balance sheet as at December 31, 2008, with the

opinion thereon of Deloitte & Touche or such other independent auditor acceptable to the

Lenders, a copy of which has been provided to the Lenders. The Borrower has also heretofore

furnished to the Lenders the related Consolidated statements ofincome and retained earnings and

of cash flows for the Borrower and its Consolidated Subsidiaries for its most recent fiscal year,

USActive 16403926.21 -41-
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 ofthe Borrower and its Consolidated Subsidiaries and the Consolidated results oftheir

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 ofthe Closing 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 Lenders prior to the Closing Date), that

involve a material amount.

3.3. Litigation. Except as set forth on Schedule 3.3 hereto or otherwise

disclosed by a Responsible Officer in writing to the Lenders 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 their respective Property

before any Governmental Authority, (i) as to which individually or in the aggregate there is a

reasonable likelihood of an adverse decision which could reasonably be expected to have a

Material Adverse Effect or (ii) which questions the validity or enforceability of this Agreement

or any ofthe 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.

3.4. No Breach. Neither the execution and delivery of the Loan Documents

nor the consummation ofthe 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, certificate

ofincorporation, operating agreement or similar organizational document of any North American

Group Member, (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 oftheir 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 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.

3.5. Action, Binding Obligations. (i) Each North American Group Member

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; (ii) the

execution, delivery and performance by each North American Group Member of each of the

Loan Documents to which it is a party has been duly authorized by all necessary corporate or

other action on its part; and (iii) each Loan Document has been duly and validly executed and

delivered by each North American Group Member party thereto and constitutes a legal, valid and

binding obligation of all of the North American Group Members party thereto, enforceable

against such North American Group Members in accordance with its terms, subject to the

Bankruptcy Exceptions.

3.6. Approvals. Except as required under applicable state and federal

bankruptcy rules, 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

USAetive 16403926.21 -42-
perfonnance by each North American Group Member of the Loan Documents to which it is a

party for the legality, validity or enforceability thereof, except with respect to North American

Group Members other than the Debtors for filings and recordings or other actions in respect of

the Liens pursuant to the Collateral Documents, unless the same has already been obtained and

provided to the Lenders.

3.7. Taxes. Each Group Member has timely filed or caused to be filed all

federal, state and other material Tax returns that are required to be filed and all such Tax returns

are true and correct in all material respects and such Group Member has timely paid all material

Taxes levied or imposed on it or its property (whether or not shown to be due and payable on

said returns) or on any assessments made against it or any of its property and all material other

Taxes, fees or other charges imposed on it or any ofits property by any Governmental Authority

(other than any Taxes, fees or other charges the amount or validity of which are currently being

contested in good faith by appropriate proceedings and with respect to which adequate reserves

have been provided on the books of the relevant Group Member) to the extent not prohibited

from being paid under the Bankruptcy Code. The charges, accruals and reserves on the books of

each Group Member in respect of Taxes and other governmental charges are, in the opinion of

such Group Member, adequate; any Taxes, fees and other governmental charges payable by any

Group Member in connection with the execution and delivery ofthe Loan Documents have been

paid; no Tax Lien (except for any Pennitted Liens) has been filed with respect to any Group

Member or property of any Group Member; each Group Member has satisfied all ofits material

Tax withholding obligations; and no Group Member has ever "participated" in a "listed

transaction" within the meaning ofTreasury Regulation section 1.6011-4.

3.8. Investment Company Act. None ofthe 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.

3.9. No Default. No Debtor is in default under or with respect to any of its

material Postpetition Contractual Obligations. No North American Group Member other than a

Debtor is in default under or with respect to any ofits Contractual Obligations in any respect that

could reasonably be expected to have a Material Adverse Effect. No Default or Event ofDefault

has occurred and is continuing.

3.10. Chief Executive Office; Chief Operating Office. The chief executive

office and the chief operating office on the Closing Date for each North American Group

Member is located at the location set forth on Schedule 3.10 hereto.

3.11. Location of Books and Records. The location where the North American

Group Members keep their books and records including all Records relating to their business and

operations and the Collateral are located in the locations set forth in Schedule 3.11.

3.12. True and Complete Disclosure. The infonnation, reports, financial

statements, exhibits and schedules furnished by or on behalf of any North American Group

Member to the Lenders or their agents or representatives in connection with the negotiation,

USAetive 16403926.21 -43-
preparation or delivery of this Agreement and the other Loan Documents or included herein or

therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any 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 North American Group Member to the

Lenders in connection with this 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 Officer of any North

American Group Member that, after due inquiry, could reasonably be expected to have a

Material Adverse Effect that has not been disclosed herein, in the other Loan Documents or in a

report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to the

Lenders for use in connection with the transactions contemplated hereby or thereby.

3.13. ERISA. Any Benefit Plan which is intended to be a tax-qualified plan of

any North American Group Member has received a favorable determination letter and such

North American Group Member does not know of any reason why such letter should be revoked.

The North American Group Members 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, 2008, no ERISA Event has

occurred that could reasonably be expected to result in liability to any North American Group

Member or any ERISA Affiliate in excess of $2,000,000,000, (b) as of the Closing Date, no

ERISA Event other than (i) a determination that a Plan is "at risk" (within the meaning of

Section 302 of ERISA) and (ii) the filing of the Cases, has occurred or is reasonably likely to

occur that could reasonably be expected to result in liability to any North American Group

Member or ERISA Affiliate in excess of $2,000,000,000, (c) as of December 31, 2008, the

present value of all benefit liabilities of all underfunded Plans (based on the assumptions used for

purposes of Statement of Financial Accounting Standards No. 87) did not exceed the fair market

value of the assets of all such underfunded Plans by more than $13,000,000,000, (d) as of

December 31,2008, the North American Group Members do not have post-retirement medical

liability in excess of $60,000,000,000 based on the actuarial assumptions set forth in the North

American Group Member's financial statements under GAAP as of December 31,2008, and

(e) as of the Closing 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 three sentences of this

Section 3.13 shall continue to be true and correct on each day that a Loan is outstanding pursuant

to the Agreement except to the extent that any such change or failure when aggregated with all

other changes or failures in the preceding three sentences of this Section 3.13, 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 Lenders of any right or remedy contemplated herein

other than de minimis amounts under incentive arrangements. Assets of the North American

Group Members 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.

USAc!iv.16403926.21 -44-
3.14. 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.

3.15. Subsidiaries. All ofthe Subsidiaries of each Loan Party at the date hereof

are listed on Schedule 3.15, which schedule sets forth the name and jurisdiction of formation of

each oftheir Subsidiaries and, as to each such Subsidiary, the percentage of each class ofCapital

Stock owned by each Loan Party or any of their Subsidiaries except as set forth on

Schedule 3.15.

3.16. Capitalization. One hundred percent (100%) ofthe issued and outstanding

Capital Stock of each North American Group Member (other than Borrower) is owned by the

Persons listed on Schedule 3.16 and, to the knowledge of each Loan Party, such Capital Stock

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

Capital Stock which is presently outstanding except as set forth on Schedule 3.16 hereto.

3.17. Fraudulent Conveyance. Each North American Group Member

acknowledges that it will benefit from the Loans contemplated by this Agreement. No North

American Group Member is incurring Indebtedness or transferring any Collateral with any intent

to hinder, delay or defraud any ofits creditors.

3.18. USA PATRIOT Act. (a) Each North American Group Member

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

ofOFAC.

(b) Each North American Group Member 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 ofCommerce, and lists published or maintained by the U.S. Department of State.

(c) None of the Collateral are traded or used, directly or indirectly by a

Prohibited Person or organized in a Prohibited Jurisdiction.

(d) Each North American Group Member has established an anti-money

laundering compliance program as required by all applicable anti-money laundering laws and

regulations, including without limitation the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism Act of2001 (Public Law 107-56)

(the "USA PATRIOT Act") (collectively, the "Anti-Money Laundering Laws").

USActiv. 16403926.21 -45-
3.19. Embargoed Person. As of the date hereof and at all times throughout the

term of any Loan, (a) none of any North American Group Member's funds or other assets

constitute property of, or are beneficially owned, directly or indirectly, by any person, entity or

government subject to trade restrictions under u.s. law, including but not limited to, the

International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the

Enemy Act, 50 U.S.C. App. 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 Cornmit, 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 Loan

made by the Lenders is in violation oflaw ("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 Loan 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 Loans is in violation of law; and

(d) neither it nor any ofits 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 3.19, no

North American Group Member shall be required to make any investigation into (i) the

ownership of publicly traded stock or other publicly traded securities or (ii) the ownership of

assets by a collective investment fund that holds assets for employee benefit plans or retirement

arrangements.

3.20. Use of Proceeds. (a) The proceeds ofthe Tranche B Term Loans shall be

used to finance working capital needs, capital expenditures, the payment of warranty claims and

other general corporate purposes ofthe North American Group Members, including the payment

of expenses associated with the administration ofthe Cases, in each case, subject to Section 6.21,

and in the case of the Tranche C Term Loans, the Wind-Down; provided that, the North

American Group Members may not prepay Indebtedness (other than the Canadian Facility in

accordance with this Agreement) without the prior written consent ofthe Required Lenders.

(b) Notwithstanding anything to the contrary herein, none ofthe proceeds ofthe

Loans shall be used in connection with (i) any investigation (including discovery proceedings),

initiation or prosecution of any claims, causes of action, adversary proceedings or other litigation

against any Lender, (ii) the initiation or prosecution of any claims, causes of action, adversary

proceedings or other litigation against any Lender, any of their respective affiliates or other

Canadian Lender Consortium Member with respect to any loans or other financial

accommodations made to any North American Group Member prior to the Petition Date, or

(iii) any loans, advances, extensions of credit, dividends or other investments to any person not a

North American Group Member except to the extent permitted pursuant to clause (c) of the

Permitted Investments definition; provided, however, that the limitations set forth in this

USAc!iv. 16403926.21 -46-
Section 3.20(b) shall not preclude the use of the proceeds of the Loans in connection with any

claims, causes of action, adversary proceedings or other litigations against any Governmental

Authority (excluding the Canadian Lender Consortium Members) with respect to the imposition or

administration of any Tax laws.

(c) The North American Group Members are the ultimate beneficiaries of this

Agreement and the Loans to be received hereunder. The use of the Loans will comply with all

Applicable Laws, including Anti-Money Laundering Laws. No portion of any Loan is to be used,

for the "purpose of purchasing or carrying" any "margin stock" as such terms are used in

Regulations U and X ofthe Board, as amended, and the Borrower is not engaged in the business of

extending credit to others for such purpose.

3.21. Representations Concerning the Collateral. Each Loan Party represents

and warrants to the Lenders that as of each day that a Loan is outstanding pursuant to this

Agreement:

(a) No Loan Party has assigned, pledged, conveyed, or encumbered any

Collateral to any other Person (other than Permitted Liens) and immediately prior to the pledge of

any such Collateral, a Loan Party was the sole owner of such Collateral and had good and

marketable title thereto, free and clear of all Liens (other than Permitted Liens), and no Person,

other than the Lenders has any Lien (other than Permitted Liens) on any Collateral. No security

agreement, financing statement, equivalent security or lien instrument or continuation statement

covering all or any part of the Collateral which has been signed by any Loan Party or which any

Loan Party has authorized any other Person to sign or file or record, is on file or ofrecord with any

public office, except such as may have been filed by or on behalf of a Loan Party in favor of the

Lenders pursuant to the Loan Documents or in respect of applicable Permitted Liens.

(b) The provisions ofthe Loan Documents are effective to create in favor ofthe

Lenders a valid security interest in all right, title, and interest of each Loan Party in, to and under

the Collateral, subject only to applicable Permitted Liens.

(c) Upon the entry and effectiveness of the Orders and the filing of financing

statements on Form UCC-I naming the Lenders as "Secured Parties" and each Loan Party as

"Debtor", and describing the Collateral, in the jurisdictions and recording offices listed on

Schedule 3.21 attached hereto, the security interests granted in the Collateral pursuant to the

Collateral Documents will constitute perfected 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

Collateral, which can be perfected by filing under the Uniform Commercial Code except with

respect to any Collateral in which a lender under the Existing Prepetition Facilities has been

granted a security interest, in which case, the security interests granted hereunder in the Collateral

will constitute a junior Lien on such Collateral, in each case, subject to applicable Permitted Liens

and as provided in Section 3.24.

(d) Each Loan Party has and will continue to have the full right, power and

authority, to pledge the Collateral, subject to Permitted Liens, and the pledge ofthe Collateral may

be further assigned without any requirement.

USAClive 16403926.21 -47-
3.22. Labor Matters. (a) There are no material strikes against any Loan Party

pending or, to the knowledge of any North American Group Member, threatened; (b) hours

worked by and payment made to employees of each North American Group Member 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 North American Group Member or for which any North American Group Member has any

liability or obligation have been paid or accrued as a liability on the books of such North

American Group Member in accordance with GAAP, except, in the case of clause (b) or (c),

where the failure to comply or to make or accrue such payments could not reasonably be

expected to have a Material Adverse Effect.

3.23. Survival ofRepresentations and Warranties. Each North American Group

Member agrees that all of the representations and warranties of such North American Group

Member set forth in this Section 3 and elsewhere in this Agreement and in the other Loan

Documents shall survive for so long as any amount remains owing to the Lenders under this

Agreement or any of the other Loan Documents by any North American Group Member. All

representations, warranties, covenants and agreements made in this Agreement or in the other

Loan Documents by each North American Group Member shall be deemed to have been relied

upon by the Lenders notwithstanding any investigation heretofore or hereafter made by the

Lenders or on their behalf.

3.24. Lien Priority. (a) On and after the Closing Date, and the entry of the

Orders and after giving effect thereto and the filing of financing statements on Form UCC-I

naming the Lenders as "Secured Parties" and each Loan Party as "Debtor", and describing the

Collateral, in the jurisdictions and recording offices listed on Schedule 3.21 attached hereto

subject to the Permitted Liens, the provisions of the Loan Documents are effective to create in

favor of the Lenders, legal, valid and perfected Liens on and security interests (having the

priority provided for herein and in the Orders) in all right, title and interest in the Collateral,

enforceable against each Loan Party that owns an interest in such Collateral and any other

Person.

(b) On and after the entry of the Orders and after giving effect thereto and the

filing of financing statements on Form UCC-I naming the Lenders as "Secured Parties" and each

Loan Party as "Debtor", and describing the Collateral, in the jurisdictions and recording offices

listed on Schedule 3.21 attached hereto, all Obligations owing by the Loan Parties will be secured

by:

(i) valid, perfected, first-priority security interests in and liens (i) with

respect to the Debtors, pursuant to section 364(c)(2) ofthe Bankruptcy Code and (ii) with

respect to the Non-Debtor Loan Parties, pursuant to the Collateral Documents (other than

the Orders), in each case, on the Collateral that is not subject to non avoidable, valid and

perfected liens in existence as of the Petition Date (or to non avoidable valid liens in

existence as of the Petition Date that are subsequently perfected as permitted by section

546(b) of the Bankruptcy Code), subject only to Permitted Liens (other than Liens

permitted under clause (a) thereof) and the Carve-Out; and

USAc!iv.16403926.21 -48-
(ii) valid, perfected, security, junior interests in and liens pursuant to

(i) with respect to the Debtors, section 364(c)(3) of the Bankruptcy Code and (ii) with

respect to the Non-Debtor Loan Parties, pursuant to the Collateral Documents (other than

the Orders), in each case, on the Collateral that is subject to non avoidable, valid and

perfected liens in existence as of the Petition Date, or to non avoidable valid liens in

existence as of the Petition Date that are subsequently perfected as permitted by section

546(b) ofthe Bankruptcy Code, subject only to the Carve-Out.

(c) On and after the entry of the Orders and after giving effect thereto, all

Obligations owing by the Debtors will be an allowed administrative expense claim pursuant to

section 364(c)(l) of the Bankruptcy Code in each of the Cases having priority over all

administrative expenses ofthe kind specified in sections 503 and 507 ofthe Bankruptcy Code and

any and all expenses and claims of the Borrower and the other Debtors, whether heretofore or

hereafter incurred, including, but not limited to, the kind specified in sections 105, 326, 328,

506(c), 507(a) or 1114 ofthe Bankruptcy Code, subject only to the Carve-Out.

3.25. Intellectual Property. (a) Except as would not reasonably be expected to

have a Material Adverse Effect, each ofthe North American Group Members owns and controls,

or otherwise possesses sufficient rights to use, all Intellectual Property necessary for the conduct

of its business in substantially the same manner as conducted as of the date hereof.

Schedule 3.25(i) hereto sets forth a true and complete list as of the date hereof of all Patent

applications and issued Patents, and Trademark registrations and applications, and domain name

registrations included in the Trademarks, owned by each North American Group Member. To

the knowledge of each North American Group Member, Schedule 3.25(j) hereto also sets forth a

true and complete list of all registered Copyrights for which any North American Group Member

is the owner of record, provided however, except for material Copyrights listed on this

Schedule 3.25(i), no representation is made that a North American Group Member owns title to

any particular copyright registration listed therein. Notwithstanding anything to the contrary

contained herein, each North American Group Member hereby represents that it grants a security

interest contemplated by this agreement to all Copyrights, that it owns all material Copyrights,

and, to the extent that any such material Copyrights are registered, a security interest may be

recorded against them. Except as would not reasonably be expected to have a Material Adverse

Effect, all Intellectual Property, other than licenses, of the North American Group Members is

subsisting and in full force and effect, has not been adjudged invalid or unenforceable, is valid

and enforceable and has not been abandoned in whole or in part. Except as would not reasonably

be expected to have a Material Adverse Effect, no such Intellectual Property owned by any North

American Group Member is the subject of any licensing or franchising agreement that prohibits

or restricts any North American Group Member's conduct of business as presently conducted, or

the transfer or pledge as collateral ofsuch Intellectual Property. Except as would not reasonably

be expected to have a Material Adverse Effect, (i) the Intellectual Property owned by the North

American Group Members does not infringe or conflict with the intellectual property rights of

any Person, (ii) to the best knowledge of each North American Group Member, no North

American Group Member is now infringing or in conflict with any intellectual property rights of

any Person and no other Person is now infringing or in conflict with any such properties, assets

and rights, owned or used by or licensed to any North American Group Member. Except as

would not reasonably be expected to have a Material Adverse Effect, no North American Group

Member has received any notice that it is violating or has violated the Trademarks, Patents,

USActive 16403926.21 -49-
Copyrights, inventions, trade secrets, proprietary information and technology, know-how,

formulae, rights ofpublicity or other Intellectual Property rights of any third party.

(b) Except as would not reasonably be expected to have a Material Adverse

Effect, each License now existing is, and each other License will be, the legal, valid and binding

obligation of the parties thereto, enforceable against such parties in accordance with its terms.

Except as would not reasonably be expected to have a Material Adverse Effect, to the knowledge

ofsuch North American Group Member, 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.

(c) The Borrower will use its best efforts to ensure that the Lenders are

obtaining through the Loan Documents sufficient rights and assets to enable a subsequent

purchaser ofthe Collateral (subject to Permitted Liens) in a sale pursuant to its remedies under any

Loan Document to manufacture vehicles ofsubstantially the same quality and nature as those sold

by Borrower as ofthe date hereof, provided that such purchaser has access to reasonably common

motor vehicle technologies and manufacturing capabilities appropriate for vehicles ofsuch nature,

and to market such vehicles through substantially similar channels as those employed by

Borrower.

3.26. JV Agreements. (a) Set forth on Schedule 3.26 is a complete and accurate

list as ofthe 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 3.26 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.

3.27. Senior Lien Assets. Set forth on Schedule 3.27 is a complete and accurate

description of all assets of each Loan Party subject to a Lien senior to the Liens granted under the

Collateral Documents.

3.28. Excluded Collateral. Set forth on Schedule 3.28 is 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, and in each case, are described in Schedule 3.28. All such Property together with the

other Property described in Schedule 3.28 shall be excluded from the Collateral (collectively,

"Excluded Collateral").

3.29. Mortgaged Real Property. After giving effect to the recording of the

Mortgages, real property identified on Schedule 1.1C shall be subject to a recorded first lien

mortgage, deed oftrust or similar security instrument (subject to Permitted Liens).

3.30. No Change. Since the Petition Date, there has been no development or

event that has had or could reasonably be expected to have a Material Adverse Effect.

USActive 16403926.21 -50-
3.31. The Orders. Upon the maturity (whether by the acceleration or otherwise)

of any of the Obligations, the Lenders shall, subject to the provisions of Section 7 and the

applicable provisions ofthe Orders, be entitled to immediate payment ofsuch Obligations, and to

enforce the remedies provided for hereunder, without further application to or order by the

Bankruptcy Court.

3.32. Applicable Budget. All material facts in the Applicable Budget are

accurate and the Borrower has disclosed to each Lender all assumptions in the Applicable

Budget, it being understood that in the case of projections, such projections are based on

reasonable estimates, on the date as ofwhich such information is stated or certified.

SECTION 4

CONDITIONS PRECEDENT

4.1. Conditions to Initial Extension of Credit. The effectiveness of this

Agreement and agreement of each Lender to make the initial extension of credit requested to be

made by it under the Commitment is subject to the satisfaction, prior to or concurrently with the

making of such extension of credit on the Closing Date, of the following conditions precedent,

satisfaction of such conditions precedent to be determined by the Required Lenders in their

reasonable discretion, except as otherwise set forth below:

(a) Loan Documents. The Lenders shall have received the following

documents, which shall be in form satisfactory to each Lender:

(i) this Agreement executed and delivered by the Borrower;

(ii) the Guaranty, executed and delivered by each Guarantor;

(iii) the Equity Pledge Agreement, executed and delivered by each

Pledgor;

(iv) the Intellectual Property Pledge Agreement, executed and

delivered by each Loan Party thereto;

(v) the Environmental Indemnity Agreement, executed and delivered

by each Loan Party thereto; and

(vi) a promissory note of the Borrower evidencing the Commitment of

such Lender, substantially in the form of Exhibit G-l (the "Initial Note"), with

appropriate insertions as to date and principal amount.

(b) Additional Notes. (i) The Treasury shall have received an Additional Note

in a principal amount equal to $2,007,670,000.

(ii) The Canadian Lender shall have received an Additional Note in a

principal amount equal to $213,440,000.

USAct;ve 16403926.21 -51-
(c) Interim OrderlBankruptcy Matters. (i) The Bankruptcy Court shall have

entered, upon motion in form and substance reasonably satisfactory to the Required Lenders, on

such prior notice as may be reasonably satisfactory to the Required Lenders, the Interim Order no

later than three Business Days after the Petition Date.

(ii) The Interim Order shall not have been reversed, modified, amended,

stayed or vacated, in the case of any modification or amendment, in a manner, or relating

to a matter, without the consent ofthe Lenders.

(iii) The Debtors and their respective Subsidiaries shall be in compliance in all

respects with the Interim Order.

(iv) The Cases shall have been commenced in the Bankruptcy Court and all of

the "first day" motions and related orders (including, without limitation, in respect of

cash management and payment of critical vendors) and all related pleadings to be entered

at the time of commencement ofthe Cases or shortly thereafter shall have been reviewed

in advance by the Lenders and their respective counsel and shall be satisfactory in form

and substance to the Required Lenders and their respective counsel.

(v) Since the Petition Date, there has been no event or circumstance that either

individually or in the aggregate has had or could reasonably be expected to have a

Material Adverse Effect.

(d) Audited Financial Statements. The Lenders shall have received

(i) satisfactory audited consolidated financial statements ofthe Borrower for the fiscal years 2007

and 2008, and (ii) satisfactory interim unaudited consolidated financial statements ofthe Borrower

for the first fiscal quarter of 2009.

(e) Corporate Structure; Tax Effects. The corporate records, corporate

structure, capital structure, other debt instruments, material contracts, cash management systems,

governing documents ofthe Borrower and its Subsidiaries and any Guarantor, tax effects resulting

from the commencement ofthe Cases and the Loans and the Additional Notes and the transactions

contemplated hereby, shall be satisfactory to the Required Lenders.

(f) Lien Searches. The Lenders shall have received the results of a recent Lien

search in each relevant jurisdiction (including with respect to intellectual property, the United

States Copyright Office and the United States Patent and Trademark Office) with respect to the

Borrower and the Guarantors, and such search shall reveal no Liens on any of the assets of the

Borrower or the Guarantors except for Liens permitted by this Agreement or Liens to be

discharged on or prior to the Closing Date pursuant to documentation satisfactory to the Required

Lenders.

(g) Environmental Matters. The Required Lenders shall be reasonably satisfied

with the environmental affairs ofthe Borrower and its Subsidiaries.

(h) Insurance. The Required Lenders shall be satisfied with the insurance

coverage ofthe Loan Parties including, without limitation, with respect to the insurance carrier, the

risks insured, the policy limits and the deductibles.

USActive 16403926.21 -52-
(i) Applicable Budget. The Borrower shall have delivered to the Lenders an

Applicable Budget in form and substance satisfactory to the Required Lenders.

(j) Canadian Facility. The Canadian Facility in form and substance satisfactory

to the Lenders and shall have become (or simultaneously with this Agreement, shall become)

effective and the Lenders shall have received all documents, instruments and related agreements in

connection with the Canadian Facility.

(k) Litigation. There shall not exist any action, suit, investigation, litigation or

proceeding pending (other than the Cases) or threatened in any court or before any arbitrator or

Governmental Authority that, in the sole discretion of the Required Lenders, materially or

adversely affects any of the transactions contemplated hereby, or that has or could be reasonably

likely to have a Material Adverse Effect.

(1) Cash Management. Cash management arrangements satisfactory in form

and substance to the Required Lenders shall be in place. The Lenders shall have completed a

review of the Borrower's and the Guarantors' cash management systems and determined that all

cash and Cash Equivalents ofthe Borrower and the Guarantors are subject to a valid and perfected

junior security interest in favor ofthe Lenders pursuant to control agreements or the Orders.

(m) Consents. The Lenders shall have received all necessary third party and

governmental waivers and consents, and each Loan Party shall have complied with all applicable

laws, decrees and material agreements.

(n) No Default. No Default or Event of Default shall exist on the Closing Date

or after giving effect to the extension of credit to be made on the Closing Date.

(0) Accuracy of Representations and Warranties. All representations and

warranties made by the North American Group Members in or pursuant to the Loan Documents

shall be true and correct in all material respects.

(P) Closing Certificate; Certified Certificate of Incorporation; Good Standing

Certificates. The Lenders shall have received (i) a certificate ofthe secretary or assistant secretary

of each Loan Party, dated the Closing Date, substantially in the form of Exhibit B-1, with

appropriate insertions and attachments, including the certificate of incorporation (or equivalent

organizational document) of each Loan Party, certified by the relevant authority ofthe jurisdiction

of organization ofsuch Loan Party, (ii) a long-form good standing certificate for each Loan Party

from its jurisdiction of organization and (iii) a certificate of the Borrower and each Guarantor,

dated the Closing Date, to the effect that the conditions set forth in this Section 4.1 have been

satisfied, substantially in the form ofExhibit B-2.

(q) Legal Opinions. The Lenders shall have received the executed legal opinion

of (i) Weil, Gotshal and Manges LLP, New York counsel to the Loan Parties, substantially in the

form of Exhibit E-l, as to New York law, United States federal law and the Delaware General

Corporation Law, and (ii) in-house counsel to the Loan Parties, substantially in the form of

Exhibit E-2.

USActive 16403926.21 -53-
(r) PATRIOT Act. The Lenders shall have received, sufficiently in advance of

the Closing Date, all documentation and other information required by bank regulatory authorities

under applicable "know your customer" and anti-money laundering rules and regulations,

including the USA PATRIOT Act.

(s) Critical Vendor Motion. An order approving the critical vendor motion of

the Loan Parties shall have been entered, which motion shall be in form and substance satisfactory

to each Lender and its respective counsel.

4.2. Conditions to Each Extension ofCredit. The agreement of each Lender to

make any Loan requested to be made by it hereunder on any date (including its initial Loan) is

subject to the satisfaction ofthe following conditions precedent:

(a) Representations and Warranties. Each ofthe representations and warranties

made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all

material respects (save where already qualified by materiality, in which case such representations

and warranties shall be true and correct in all respects) on and as ofsuch date as if made on and as

of such date (except to the extent such representations and warranties relate to an earlier date, in

which case, such representations and warranties were true and correct in all material respects as of

such earlier date).

(b) No Event of Default. No Default or Event of Default shall have occurred

and be continuing on such date immediately prior to or after giving effect to the extensions of

credit requested to be made on such date.

(c) Final Order. (i) With respect to any Loan requested in excess ofthe Interim

Commitment, the Final Order shall be entered by the Bankruptcy Court not later than 55 days after

the Petition Date and shall be in full force and effect.

(ii) The Final Order shall not have been reversed, modified, amended,

stayed or vacated, in the case of any modification or amendment, in a manner, or relating

to a matter, without the consent ofthe Lenders.

(d) Borrowing Certificate. The Lenders shall have received a duly completed

and executed Borrowing Certificate from a Responsible Officer ofthe Borrower.

(e) Use of Proceeds Statement. The Lenders shall have received an officer's

certificate signed by a Responsible Officer of the Borrower that sets forth in reasonable detail the

intended use of the requested Loan (each, a "Use of Proceeds Statement"). For the avoidance of

doubt, it shall be a condition precedent to the Lender making any Loan that the related Use of

Proceeds Statement be in form and substance acceptable to the Required Lenders in their sole

discretion.

(f) Maximum Cash Balance. The cash balance of all cash and Cash

Equivalents ofthe Borrower and all ofits U.S. Subsidiaries, taken together, shall not exceed in the

aggregate $8,000,000,000 on the date of any Borrowing Notice.

USActive 16403926.21 -54-
(g) Contingency Reserve Loans. With respect to any Contingency Reserve

Loan, the Lenders shall have received a Borrowing Notice certifying in each case in form and

substance to the Required Lenders' satisfaction (i) the Dollar amount of any requested borrowing

to be drawn against the Contingency Reserve Sub-limit, (ii) with respect to any Contingency

Reserve Loan for an amount in excess of $100,000,000 (requested after the first Contingency

Reserve Loans exceed $200,000,000), the intended use of such requested Contingency Reserve

Loan set forth in reasonable detail, which use shall be for a purpose not included in the Applicable

Budget, (iii) the aggregate amount ofContingency Reserve Loans as ofthe date ofsuch Borrowing

Request (without giving effect to the requested borrowing) and (iv) the use of the proceeds ofthe

respective Contingency Reserve Loans most recently borrowed which uses shall be in each case,

satisfactory to the Lenders in their sole discretion. The Borrower shall also provide to the Lenders

such further information and evidence as may be requested by the Lenders to support the

statements set forth in the required Borrowing Notice described above. At any time after the filing

of the Section 363 Sale Order with the Bankruptcy Court, the Borrower may make a one-time

request that an amount not to exceed the unused Contingency Reserve Sub-limit be drawn and

deposited into an escrow account (the "Contingency Reserve Escrow Account") maintained with

an escrow agent reasonably satisfactory to the Required Lenders and pursuant to an escrow

agreement reasonably satisfactory to the Required Lenders; provided that amounts deposited in the

Contingency Reserve Escrow Account shall be used only for purposes not provided for in the

Applicable Budget that are approved by the Required Lenders in their sole discretion, and provided

further that draws on the Contingency Reserve Escrow Account shall be subject to the conditions

set forth in this Section 4.2(g), including without limitation the delivery of the items required

pursuant to clauses (i) - (iv) above and the approval ofsuch deliverables by the Required Lenders

in their sole discretion.

(h) Tranche C Term Loans. Solely with respect to any borrowing evidenced by

the Tranche C Term Loans, each Lender shall have received a promissory note ofthe Borrower in

the amount ofits Tranche C Term Loans, substantially in the form of Exhibit G-3, with appropriate

insertions as to date and principal amount.

4.3. Special Condition to Loans from the Canadian Lender. (a) As ofthe date

of any Loan advanced by the Canadian Lender, the New CarCo and GM Canada shall be

substantially in compliance with the Canadian Operational Continuation Agreement dated as of

May 31, 2009 and such agreement shall be in full force and effect.

(b) Notwithstanding anything to the contrary contained herein, and unless

otherwise required by the Lenders in their sole discretion, the last Borrowing Notice received by

the Lenders from the Borrower during the Commitment Period (i) shall be for a Tranche B Term

Loan to the Borrower in the amount of $1,000,000,000, (ii) shall be advanced to the Borrower

solely by the Canadian Lender, (iii) shall satisfY the conditions precedent set forth in Section 4.2

hereof, (iv) with respect to which the Borrower has delivered an irrevocable instruction to the

applicable depository or other party (acceptable to the Canadian Lender in its sole discretion) to

effect a conversion of the full amount of such borrowing from U.S. Dollars to Canadian Dollars

upon the deposit of such Loan with the escrow agent and (v) an amount equal to

Cdn$I,OOO,OOO,OOO of which shall be deposited by the Borrower to an escrow account maintained

with an escrow agent (reasonably acceptable to the Canadian Lender) pursuant to an escrow

agreement (reasonably acceptable to the Lenders).

USActiv.16403926.21 -55-
SECTIONS

AFFIRMATIVE COVENANTS

Each Loan Party covenants and agrees to, and to cause each of its Subsidiaries

that is a North American Group Member to, so long as any Lender shall have any Commitment

hereunder, any Loan is outstanding and until payment in full of all Obligations, in each case

subject to the Orders, the Related Section 363 Transactions, the Cases, the Bankruptcy Code and

all orders ofthe Bankruptcy Court issued in connection with the Cases:

5.1. Financial Statements. The Borrower shall deliver to the Lenders:

(a) as soon as reasonably possible after receipt by the subject North American

Group Member, a copy of any material report that may be prepared and submitted by such North

American Group Member's independent certified public accountants at any time;

(b) from time to time such other information regarding the financial condition,

operations, or business of any North American Group Member as any Lender may reasonably

request;

(c) promptly upon their becoming available, copies of such other financial

statements and reports, if any, as any North American Group Member may be required to publicly

file with the SEC 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;

(d) as soon as reasonably possible, and in any event within five (5) Business

Days after a Responsible Officer of a North American Group Member knows or has reason to

believe, that any of the events or conditions specified below with respect to any Plan or

Multiemployer Plan has occurred or exists, a statement signed by a Responsible Officer of the

relevant North American Group Member setting forth details respecting such event or condition

and the action, if any, that such North American Group Member or any ERISA Affiliate proposes

to take with respect thereto (and a copy of any report or notice required to be filed with or given to

PBGC by such Loan Party or an ERISA Affiliate with respect to such event or condition);

(i) any Reportable Event which could reasonably be expected to result

in a material liability, any failure to meet the minimum funding standard of Section 412

of the Code or Section 302 of ERISA with respect to a Plan, including, without

limitation, the failure to make on or before its due date a required installment under the

Code or ERISA regardless of the issuance of any waivers in accordance with

Section 412(d) of the Code, any failure to make any material contribution to a

Multiemployer Plan; and any request for a waiver under Section 412(d) of the Code for

any Plan;

(ii) the distribution under Section 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;

USActive 16403926.21 -56-
(iii) the institution by PBGC of proceedings under Section 4042 of

ERISA for the tennination 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 tenninate or has tenninated under Section 404IA

ofERISA, which could reasonably be expected to result in a material liability;

(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 in 30 days or is not subject to the automatic stay under

the Bankruptcy Code, which could reasonably be expected to result in a material liability;

and

(vi) any violation ofsection 401 (a)(29) ofthe Code; and

(e) notice of and copies of each Debtors' pleadings filed in the Cases in

connection with any material contested matter or adversary proceeding in the Cases (but the

foregoing may be satisfied by including each of the Lenders and their counsel in a "core service

group," to receive copies of all pleadings under any order establishing notice and service

requirements in the Cases), and such additional infonnation with respect to such matters as either

ofthe Lenders may reasonably request, and which notice shall also include sending copies of any

pleadings or other documents that the Borrower or other Debtors seek to file under seal to each of

the lenders and their counsel, provided, however, that if (in addition to the confidentiality

provisions of this Agreement) additional confidentiality provisions are needed (i.e. if required by

third parties), the Lenders and the Borrower shall endeavor to work out reasonable additional

confidentiality tenns.

5.2. Notices; Reporting Requirements. The relevant Loan Party shall deliver

written notice to the Lenders ofthe following:

(a) Defaults. Promptly after a Responsible Officer or any officer of a North

American Group Member 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 Contractual Obligation of any Group Member;

(b) Litigation. Promptly after a Responsible Officer or an attomey in the

general counsel's office of a North American Group Member obtains knowledge of any action, suit

or proceeding instituted by or against such North American Group Member or any of its

Subsidiaries in any federal or state court or before any commission, regulatory body or

Governmental Authority (i) in which the amount in controversy, in each case, is an amount equal

to $100,000,000 or more, (ii) in which injunctive or similar relief is sought, or (iii) which relates to

USActive 16403926.21 -57-
any Loan Document, the relevant Loan Party shall furnish to the Lenders notice ofsuch action, suit

or proceeding;

(c) Material Adverse Effect on Collateral. Promptly upon any North American

Group Member becoming aware of any default or any event or change in circumstances related to

any Collateral which, in each case, could reasonably be expected to have a Material Adverse

Effect;

(d) Judgments. Promptly upon the entry of a judgment or decree against any

Loan Party or any ofits Subsidiaries in an amount in excess of $50,000,000;

(e) Environmental Events. As soon as possible and in any event within

seven (7) Bnsiness Days of obtaining knowledge thereof: (i) any development, event, or condition

occurring after the date hereof that, individually or in the aggregate with other developments,

events or conditions occurring after the date hereof, could reasonably be expected to result in the

payment by the Group Members, in the aggregate, of a Material Environmental Amount; and

(ii) any notice that any Governmental Authority may deny any application for an Environmental

Permit sought by, or revoke or refuse to renew any Environmental Permit held by, any Group

Member; and

(f) Material Adverse Effect. Any development or event that has had or could

reasonably be expected to have a Material Adverse Effect.

(g) 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 ofsame attached;

(h) Compliance Certificate. On each Wednesday (or if such day is not a

Business Day, the next succeeding Business Day), beginning with the second Wednesday to occur

after the Closing Date, a Compliance Certificate, executed by a Responsible Officer of the

Borrower, (i) stating that such Responsible Officer has obtained no knowledge of any Default or

Event of Default except as specified in such certificate, and (ii) containing in reasonable detail all

the information and calculations necessary for determining compliance with Section 6.21 as ofthe

Saturday for the immediately preceding calendar week;

(i) 13-Week Forecast. On each Wednesday (or if such day is not a Business

Day, the next succeeding Business Day), the Borrower shall deliver to the Lenders a weekly status

report substantially in a form reasonably acceptable to the Required Lenders, commencing with the

week that follows the Closing Date;

(j) Variance Reports. On June 10, 2009, and on each Wednesday thereafter (or

ifsuch day is not a Business Day, the next succeeding Business Day), the Borrower shall deliver a

Weekly Variance Report for the immediately preceding week;

(k) Liquidity. On every other Wednesday (or ifsuch day is not a Business Day,

the next succeeding Business Day), beginning on the second Wednesday after the Closing Date,

the Borrower shall deliver to the Required Lenders a bi-weekly liquidity status report in

substantially a form reasonably acceptable to the Required Lenders;

USActive 16403926.21 -58-
(I) Expense Policy. Within IS days after the conclusion of each calendar

month, beginning with the month in which the Closing Date occurs, the Borrower shall deliver to

the Lenders a certification signed by a Responsible Officer 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 Lenders; provided that the requirement to deliver the

certification referenced in this Section 5.2(1) may be qualified as to the best of such Responsible

Officer's knowledge after due inquiry and investigation;

(m) Executive Privileges and Compensation. The Borrower shall submit a

certification on the last day of each month beginning July 2009, certifying that the Borrower has

complied with and is in compliance with the provisions set forth in Section 5.16. Such

certification shall be made to the Lenders by an SEO ofthe Borrower, subject to the requirements

and penalties set forth in Title 18, United States Code, Section 1001;

(n) Organizational Documents. Subject to Section 6.6, each North American

Group Member shall furnish prompt written notice to the Lenders of any material amendment to

such entity's organizational documents and copies ofsuch amendments; and

(0) Final Budget. Not later than July 15, 2009, a Final Budget.

Each notice required to be provided pursuant to this Section 5.2(a)-(f) shall be accompanied by a

statement of a Responsible Officer setting forth details of the occurrence referred to therein and

stating what action the Borrower proposes to take with respect thereto.

5.3. Existence. (a) Preserve and maintain its legal existence and all of its

material rights, privileges, licenses and franchises;

(b) pay, discharge or otherwise satisfy at or before maturity or before they

become delinquent, as the case may be, all their Postpetition obligations ofwhatever nature, except

(i) where such payment, discharge or satisfaction is prohibited by the Orders, the Bankruptcy

Code, the Bankruptcy Rules or an order of the Bankruptcy Court or by this Agreement or the

Applicable Budget, or (ii) where the amount or validity thereof is currently being contested in

good faith by appropriate proceedings and reserves in conformity with GAAP with respect thereto

have been provided on the books ofthe Borrower or its Subsidiaries, as the case may be;

(c) comply with the requirements of all Applicable Laws, rules, regulations and

orders of Governmental Authorities if failure to comply with such requirements could be

reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect on any

Loan Party or the Collateral;

(d) 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 ofits properties, all contingencies, and all other reserves;

USAetive 16403926.21 -59-
(e) (i) change the location of its chief executive office/chief place of business

from that specified in Section 3.10, (ii) change 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 Lenders

written notice thereof not later than ten (10) days after such event occurs, and shall deliver to the

Lenders all Uniform Commercial Code financing statements and amendments as the Lenders shall

request and take all other actions deemed reasonably necessary by the Lenders to continue its

perfected status in the Collateral with the same or better priority;

(f) keep in full force and effect the provisions of its charter documents,

certificate of incorporation, by-laws, operating agreements or similar organizational documents;

and

(g) comply (i) in the case of each North American Group Member that is not a

Debtor, with all Contractual Obligations in a manner such that a Material Adverse Effect could not

reasonably be expected to result and (ii) in the case of each Debtor, with all material Postpetition

Contractual Obligations.

5.4. Pavments of Taxes. Except as prohibited by the Bankruptcy Code, the

Borrower will and will cause each Group Member (i) to timely file or cause to be filed all federal

and material state and other Tax returns that are required to be filed and all such Tax returns shall

be true and correct and (ii) to timely pay and discharge or cause to be paid and discharged

promptly all Taxes, assessments and governmental charges or levies arising Postpetition and

imposed upon the Borrower or any of the other Group Members or upon any oftheir respective

incomes or receipts or upon any of their respective properties before the same shall become in

default or past due, as well as all lawful claims for labor, materials and supplies or otherwise

which, if unpaid, might result in the imposition of a Lien or charge upon such properties or any

part thereof; provided that it shall not constitute a violation ofthe provisions ofthis Section 5.4 if

the Borrower or any of the other Group Members shall fail to pay any such Tax, assessment,

government charge or levy or claim for labor, materials or supplies which is being contested in

good faith, by proper proceedings diligently pursued, and as to which adequate reserves have

been provided.

5.5. Use of Proceeds. The Loan Parties and their Subsidiaries shall use the

Loan proceeds only for the purposes set forth in Section 3.20 and in a manner generally

consistent with the Applicable Budget; provided that (a) an amount ofthe Commitments equal to

the then-unused Contingency Reserve Sub-limit shall be used only for items and purposes not

provided for in the Applicable Budget, which items and purposes shall be subject to the approval

of the Required Lenders in their sole discretion, as applicable, pursuant to and in accordance

with Section 4.2(g) and (b) an amount of the Commitment equal to the Wind-Down Amount

shall be available solely to fund the Tranche C Term Loans, subject to the approval of the

Required Lenders in their sole discretion, pursuant to and in accordance with Section 2.14.

5.6. Maintenance of Existence; Pavment of Obligations; Compliance with

Law. Subject to the Orders, the Related Section 363 Transactions and the Cases, each Loan

Party shall:

USActive 16403926.21 -60-
(a)

and condition;

keep all property useful and necessary in its business in good working order

(b) maintain errors and omissions insurance and blanket bond coverage in such

amounts as are in effect on the Closing Date (as disclosed to the Lenders in writing except in the

event of self-insurance) and shall not reduce such coverage without the written consent of the

Lenders, 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 ofthe kinds and in the amounts customarily maintained by such entities. Notwithstanding

anything to the contrary in this Section 5.6, to the extent that any North American Group Member

is engaged in self-insurance with respect to any of its property as of the Closing 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 North American Group Members shall promptly

obtain third party insurance that conforms to the criteria in this Section 5.6 at the request of the

Lenders; and

(c) use its best efforts to protect the Intellectual Property that is material to the

conduct ofits business in a manner that is consistent with the value ofsuch Intellectual Property.

5.7. Further Identification of Collateral. Each Loan Party will furnish to the

Lenders from time to time statements and schedules further identifying and describing the

Collateral and such other reports in connection with the Collateral as any Lender may reasonably

request, all in reasonable detail.

5.8. Defense of Title. Subject to the Orders, the Related Section 363

Transactions, the Cases, the Bankruptcy Code and all orders ofthe Bankruptcy Court, each Loan

Party warrants and will defend the right, title and interest of the Lenders in and to all Collateral

against all adverse claims and demands of all Persons whomsoever, subject to (x) the restrictions

imposed by the Existing Agreements to the extent that such restrictions are valid and enforceable

under the applicable Uniform Commercial Code and other Requirements of Law and (y) the

rights ofholders of any Permitted Lien.

5.9. Preservation of Collateral. Subject to the Orders, the Related Section 363

Transactions, the Cases, the Bankruptcy Code and all orders ofthe Bankruptcy Court, each Loan

Party shall do all things necessary to preserve the Collateral so that the Collateral remains subject

to a perfected security interest with the priority provided for such security interest under the

Loan Documents. Without limiting the foregoing, each Loan Party will comply with all

Applicable Laws, rules and regulations of any Govemmental Authority applicable to such Loan

Party or relating to the Collateral and will cause the 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 ofits

obligations under the Loan Documents.

USActive 16403926.21 -61-
5.10. Maintenance ofPapers, Records and Files.

(a) each North American Group Member 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 North American Group Member shall collect and maintain or cause to

be collected and maintained all Records relating to its business and operations and the 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 ofthe North American Group

Members or reasonably obtainable upon the request of any Lender unless the Lenders otherwise

approve; and

(c) for so long as any Lender has an interest in or Lien on any Collateral, each

North American Group Member will hold or cause to be held all related Records in trust for such

Lender. Each North American Group Member shall notify, or cause to be notified, every other

party holding any such Records ofthe interests and Liens granted hereby.

5.11. Maintenance of Licenses. Subject to the Orders, the Related Section 363

Transactions and the Cases, the Bankruptcy Code and all orders ofthe Bankruptcy Court, except

where the failure to do so could not reasonably be likely to have a Material Adverse Effect, 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.

5.12. Payment of Obligations. The Borrower will duly and punctually payor

cause to be paid the principal and interest on the Loans and the Additional Notes and each North

American Group Member will duly and punctually payor 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 Agreement and the other Loan Documents. Each North

American Group Member will, and will cause each of its Subsidiaries to, pay (i) with respect to

each Debtor its Postpetition obligations; and (ii) with respect to each other Group Member its

obligations, in each case including tax liabilities, assessments and governmental charges or levies

imposed upon such Person or upon its income and profits or upon any of its property, real,

personal or mixed (including without limitation, the Collateral) or upon any part thereof, as well

as any other lawful claims which, ifunpaid, 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.

USAc!ive 16403926.21 -62-
5.13. OFAC. At all times throughout the term of this Agreement, each Loan

Party and its Controlled Affiliates (a) shall be in full compliance with all applicable orders, rules,

regulations and recommendations of OFAC and (b) shall not permit any 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 a Person organized in a Prohibited Jurisdiction.

5.14. Investment Company. Each North American Group Member 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.

5.15. Further Assurances. Subject to the Orders, the Related Section 363

Transactions and the Cases, the Borrower shall, and shall cause each North American Group

Member to, from time to time execute and deliver, or cause to be executed and delivered, such

additional instruments, certificates or documents, and take such actions, as the Lenders may

reasonably request for the purposes of implementing or effectuating the provisions of this

Agreement and the other Loan Documents, or of more fully perfecting or renewing the rights of

the Lenders with respect to the Collateral (or with respect to any additions thereto or

replacements or proceeds thereof or with respect to any other property or assets hereafter

acquired by any Group Member which may be deemed to be part of the Collateral) pursuant

hereto or thereto. Upon the exercise by any Lender of any power, right, privilege or remedy

pursuant to this Agreement or the other Loan Documents that requires any consent, approval,

recording, qualification or authorization of any Governmental Authority, the Borrower will

execute and deliver, or will cause the execution and delivery of, all applications, certifications,

instruments and other documents and papers that such Lender may be required to obtain from the

Borrower or any Group Member such governmental consent, approval, recording, qualification

or authorization.

5.16. Executive Privileges and Compensation. (a) Subject to the Orders, the

Related Section 363 Transactions and the Cases, the Borrower shall comply with the following

restrictions on executive privileges and compensation:

(i) The Borrower shall take all necessary action to ensure that its Specified

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 C.F.R. Part 30, or any other

guidance or regulations under the EESA, as the same shall be in effect from time to time

(collectively, the "Compensation Regulations"), and shall not adopt any new Specified

Benefit Plan (x) that does not comply therewith or (y) that does not expressly state and

require that such Specified 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 Specified 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 Specified Benefit Plans, the Borrower shall

effect such changes to its Specified Benefit Plans as promptly as practicable after it has

actual knowledge of such changes in order to be in compliance with this Section 5.16(i)

USActive 16403926.21 -63-
(and shall be deemed to be in compliance for a reasonable period within which to effect

such changes);

(ii) the Borrower shall be subject to the limits on annual executive

compensation deductibles imposed by section 162(m)(5) ofthe Code, as applicable;

(iii) the Borrower shall not payor accrue any bonus or incentive compensation

to the Senior Employees, except as may be permitted under the EESA or the

Compensation Regulations;

(iv) the Borrower shall not adopt or maintain any compensation plan that

would encourage manipulation of its reported earnings to enhance the compensation of

any ofits employees; and

(v) the Borrower shall maintain all suspensions and other restrictions of

contributions to Specified Benefit Plans that are in place or initiated as of the Closing

Date.

At all times throughout the term of this Agreement, the Required Lenders shall

have the right to require any Group Member to claw back any bonuses or other

compensation, including golden parachutes, paid to any Senior Employees in violation of

any ofthe foregoing.

(b) On or prior to June 30, 2009, the Borrower shall cause the principal

executive officer (or person acting in a similar capacity) to certify in writing to the Treasury's

Chief Compliance Officer that its 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 the Borrower. The Borrower shall preserve appropriate documentation and records to

substantiate such certification in an easily accessible place for a period not less than three years

following the Maturity Date.

From the Closing Date until the latest to occur ofthe repayment of all Obligations

and the termination of the Commitments, the Borrower shall comply with the provisions ofthis

Section 5.16.

5.17. Aircraft. With respect to any private passenger aircraft or interest in such

aircraft that is owned or held by the Borrower or any ofits respective Subsidiaries immediately

prior to the Closing Date, such party shall demonstrate to the satisfaction ofthe Treasury that it is

taking all reasonable steps to divest itself of such aircraft or interest. In addition, the Borrower

shall not acquire or lease any private passenger aircraft or interest in private passenger aircraft

after the Closing Date.

5.18. Restrictions on Expenses. (a) At all times throughout the term of this

Agreement, the Borrower 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 Treasury, and any material

USActive 16403926.21 -64-
deviations from the Expense Policy, whether in contravention thereof or pursuant to waivers

provided for thereunder, shall promptly be reported to the Treasury.

(b) The Expense Policy shall, at a minimum: (i) require compliance with all

Requirements of Law, (ii) apply to the Borrower and all of its Subsidiaries, (iii) govern (A) the

hosting, sponsorship or other payment for conferences and events, (B) travel accommodations and

expenditures, (C) consulting arrangements with outside service providers, (D) any new lease or

acquisition ofreal 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.

5.19. 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 ofthe EAWAin all respects.

5.20. 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 5.16, 5.17, 5.18, 5.19 and S.20(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 Lenders promptly upon request. On the 15th day after

the last day of each calendar quarter (or, ifsuch day is not a Business Day, on the first Business

Day after such day) commencing with June 30, 2009, the Borrower shall deliver to the Treasury

(at its address set forth in Section 8.2) a report setting forth in reasonable detail (x) the status of

implementing such internal controls and (y) the Borrower's compliance (including any instances

of material non-compliance) with such covenants and agreements. 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 and

expected use of the proceeds from the Loans. On the 15th 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 Lenders (at their respective

addresses set forth in Section 8.2) a report setting forth in reasonable detail the actual use of the

proceeds from the Loans (to the extent not previously reported on to the Lenders pursuant to

Section 2.2). Such report shall be accompanied by a certification duly executed by an SEO ofthe

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 ofthe Auto Supplier Support Program and all other Federal support

programs provided to the Borrower or any ofits Subsidiaries pursuant to the EESA, the use ofthe

proceeds thereunder and the compliance with the terms and provisions ofsuch programs; provided

that the Borrower shall have no obligation to comply with the foregoing in connection with any

USActiv.16403926.21 -65-
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 Treasury with copy of all such reasonable records promptly upon request.

5.21. Waivers. (a) For any Person who is a Loan Party as ofthe Closing Date

and any Person that becomes a Loan Party after the Closing Date, the Borrower shall cause a

waiver, in substantially the form attached hereto as Exhibit D-l, to be duly executed by such

North American Group Member and promptly delivered to the Treasury.

(b) For any Person who is an SEO as of the Closing Date and any Person that

becomes an SEO after the Closing Date, the Borrower shall cause a waiver, in substantially the

form attached hereto as Exhibit D-2, to be duly executed by such SEO, and promptly delivered to

the Treasury.

(c) For any Person who is an SEO as of the Closing Date and any Person that

becomes an SEO after the Closing Date, the Borrower shall cause a consent and waiver, in

substantially the form attached hereto as Exhibit D-3, to be duly executed by such SEO, and

promptly delivered to the Borrower (with a copy to the Treasury).

(d) For any Person who is a Senior Employee as of the Closing Date and any

Person that becomes an Senior Employee after the Closing Date, the Borrower shall cause a

waiver, in substantially the form attached hereto as Exhibit D-4, to be duly executed by such

Senior Employee, and promptly delivered to the Treasury.

(e) For any Person who is a Senior Employee as of the Closing Date and any

Person that becomes an Senior Employee after the Closing Date, the Borrower shall cause a

consent and waiver, in substantially the form attached hereto as Exhibit D-5, to be duly executed

by such Senior Employee, and promptly delivered to the Borrower (with a copy to the Treasury).

(f) For the avoidance of doubt, this requirement will be deemed satisfied for the

United States with respect to Loan Parties that are party to the Existing UST Loan Agreement and

any SEO or Senior Employee, to the extent such Loan Party, SEO or Senior Employee has

previously provided such a waiver to the Treasury.

5.22. Modification of Canadian Facility Documents. The Borrower shall notifY

the Lenders, upon five Business Days' notice, of any amendments, supplements, or other

modifications to the documents related to the Canadian Facility.

5.23. Additional Guarantors. Except as otherwise agreed to by the Required

Lenders, the Borrower shall cause each Domestic Subsidiary of a North American Group

Member who becomes a Debtor after the Closing Date to become a Guarantor (each, an

"Additional Guarantor") in accordance with Section 4.24 of the Guaranty, other than (i) any

Subsidiaries of GM Canada, (ii) any Foreign 956 Subsidiary, (iii) any Other Foreign 956

Subsidiary and (iv) any Non-U.S. Subsidiary owned in whole or in part by a Foreign 956

Subsidiary, except in the case of clauses (i) through (iv), any Subsidiaries that are guarantors

under the Existing UST Term Loan Agreement.

USActive 16403926.21 -66-
5.24. Provide Additional Information. Each North American Group Member

shall, promptly, from time to time and upon request of any Lender, furnish to such Lender such

information, documents, records or reports with respect to the Collateral, the Indebtedness ofthe

North American Group Members or any Subsidiary thereof or the corporate affairs, conditions or

operations, financial or otherwise, of such North American Group Member as any Lender may

reasonably request, including without limitation, providing to such Lender reasonably detailed

information with respect to each inquiry of such Lender raised with the North American Group

Members prior to the Closing Date.

5.25. Inspection of Propertv: Books and Records: Discussions. Subject to the

Orders, the Related Section 363 Transactions and the Cases, the Borrower shall, and shall cause

each Group Member to, (a) keep proper books of records and account in which full, true and

correct entries in conformity with GAAP and all Requirements of Law shall be made of all

dealings and transactions in relation to its business and activities, and (b) permit representatives

of any Lender, the Special Inspector General of the Troubled Asset Relief Program or the

Comptroller General of the United States to visit and inspect any of its properties and examine

and make abstracts from any of its books and records and other data delivered to them pursuant

to the Loan Documents at any reasonable time and as often as may reasonably be desired and to

discuss the business, operations, properties and financial and other condition of the Group

Members with officers and employees of the Group Members and with its independent certified

public accountants.

SECTION 6

NEGATIVE COVENANTS

Each Loan Party hereby covenants and agrees to, and to cause itself and each of

its Subsidiaries that is a North American Group Member to, so long as the Commitments remain

in effect, or any Loan, any Additional Notes or any interest or fee payable hereunder or under the

Additional Notes is owing to any Lender, each North American Group Member will abide by the

following negative covenants, in each case subject to the Orders, the Related Section 363

Transactions, the Cases, the Bankruptcy Code and all orders of the Bankruptcy Court issued in

connection with the Cases:

6.1. Prohibition on Fundamental Changes. No North American Group

Member 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 North American Group Member; or

(ii) form or enter into any partnership, syndicate or other combination (other than joint ventures

permitted by Section 6.14) that could reasonably be expected to have a Material Adverse Effect

6.2. Lines ofBusiness. No North American Group Member will engage to any

substantial extent in any line or lines of business activity other than the businesses generally

carried on by the North American Group Members as of the Closing Date or businesses

reasonably related thereto.

USAc!iv. 16403926.21 -67-
6.3. Transactions with Affiliates. No North American Group Member will

(a) enter into any transaction, including, without limitation, any purchase, sale, lease or

exchange of Property (including Collateral) or the rendering of any service, with any Affiliate

unless such transaction is (i) in the ordinary course of such North American Group Member's

business, and (ii) generally upon fair and reasonable terms and, with respect to any transaction

with an Affiliate that is not a Group Member, no less favorable to such North American Group

Member than it would obtain in an arm's length transaction with a Person which is not an

Affiliate (other than any transaction that occurs pursuant to an agreement in effect as of the

Petition Date), and in either case, is otherwise permitted under this Agreement, or (b) make a

payment that is not otherwise permitted by this Section 6.3 to any Affiliate. Irrespective of

whether such transactions comply with the provisions ofthis Section 6.3, but subject to the other

restrictions set forth elsewhere in this Agreement, the Loan Parties shall be permitted to

(x) transact business in the ordinary course with (i) the joint ventures in which the Loan Parties

or their Subsidiaries participate, and (ii) Delphi Corporation and (y) make Restricted Payments

permitted under Section 6.5.

6.4. Limitation on Liens. No North American Group Member will, create,

incur, assume or suffer to exist any Lien upon any of its Property, whether now owned or

hereafter acquired, except Permitted Liens.

6.5. Restricted Payments. Without the Lenders' consent, no North American

Group Member shall, (i) declare or pay any dividend (other than dividends payable solely in

common Capital Stock of the Person making such dividend) on, or make any payment on

account of, or set apart assets for a sinking or other analogous fund for, the purchase,

redemption, defeasance, retirement or other acquisition of any Capital Stock of any North

American Group Member, whether now or hereafter outstanding, or make any other distribution

in respect thereof, either directly or indirectly, whether in cash or property or in obligations of

any North American Group Member and (ii) optionally prepay, repurchase, redeem or otherwise

optionally satisfy or defease with cash or Cash Equivalents any Indebtedness (other than the

Canadian Facility in accordance with this Agreement) (any such payment referred to in

clauses (i) and (ii), a "Restricted Payment"), other than:

(a) redemptions, acquisitions or the retirement for value or repurchases (or

loans, distributions or advances to effect the same) of shares of Capital Stock from current or

former officers, directors, consultants and employees, including upon the exercise ofstock options

or warrants for such Capital Stock, or any executive or employee savings or compensation plans,

or, in each case to the extent applicable, their respective estates, spouses, former spouses or family

members or other permitted transferees;

(b) any Subsidiary (including an Excluded Subsidiary) may make Restricted

Payments to its direct parent or to the Borrower or any Wholly Owned Guarantor;

(c) any JV Subsidiary may make Restricted Payments required or permitted to

be made pursuant to the terms of the joint venture arrangements in effect on the Closing Date (or

otherwise as approved by the Required Lenders) of holders ofits Capital Stock, provided that, the

Borrower and its Subsidiaries have received their pro rata portion of such Restricted Payments;

and

USActlve 16403926.21 -68-
(d) any Subsidiary that is not a North American Group Member may make

Restricted Payments to any other Subsidiary or Subsidiaries that are not North American Group

Members.

6.6. Amendments to Transaction Documents. (a) No North American Group

Member will amend, supplement or otherwise modifY (pursuant to a waiver or otherwise) the

terms and conditions ofthe indemnities and licenses furnished to New CarCo and its successors

or any of its Subsidiaries pursuant to the Transaction Documents such that after giving effect

thereto such indemnities or licenses, taken as a whole, shall be materially less favorable to the

interests ofNew CarCo or the Lenders with respect thereto or (b) otherwise amend, supplement

or otherwise modifY the terms and conditions ofthe Transaction Documents.

6.7. Changes in Fiscal Periods. No North American Group Member will

permit its fiscal year to end on a day other than December 31 or change its method of

determining fiscal quarters, in each case, unless otherwise agreed by the Required Lenders.

6.8. Negative Pledge. No North American Group Member will, enter into or

suffer to exist or become effective any agreement that prohibits or limits the ability of any North

American Group Member to create, incur, assume or permit to exist any Lien upon any of the

Collateral, whether now owned or hereafter acquired, other than this Agreement, the other Loan

Documents, the Existing Agreements, and Permitted Liens; provided that the agreements

excepted from the restrictions of this Section shall include customary negative pledge clauses in

agreements providing refinancing Indebtedness or permitted unsecured Indebtedness.

6.9. Indebtedness. No North American Group Member will, create, incur,

assume or suffer to exist any Indebtedness except Permitted Indebtedness.

6.10. Investments. No North American Group Member will make any advance,

loan, extension of credit (by way of guaranty or otherwise) or capital contribution to, or purchase

any Capital Stock, bonds, notes, debentures or other debt securities of, or any assets constituting

a business unit of, or make any other investment in, any Person (all of the foregoing,

"Investments"), except Permitted Investments.

6.11. Action Adverse to the Collateral. Except as permitted under any provision

ofthis 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 North American Group Member's title to, or the value of, the Collateral, or materially

increase the duties, responsibilities or obligation of any North American Group Member.

6.12. Limitation on Sale of Assets. Subject to the Orders, the Related

Section 363 Transactions and the Cases and any other applicable provision of any Loan

Document, each North American Group Member shall have the right to Dispose freely of any of

its Property (including, without limitation, receivables and leasehold interests) whether now

owned or hereafter acquired; provided that, to the extent required, the Net Cash Proceeds thereof

are applied in accordance with Section 2.5.

6.13. Restrictions on Pension Plans. (a) Until such time as the Loans are repaid

in full, this Agreement is terminated and the Lenders cease to own any Capital Stock of the

USActive 16403926.21 -69-
Borrower acquired under any Loan Documents (including any Warrants and underlying Capital

Stock acquired by any 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 ofthe Closing Date.

(b) 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 Closing

Date, except that the prohibitions under this covenant 6.13 shall not apply to a benefit that was not

in effect under the terms of a Plan on December 31, 2008 if the Required Lenders approve such

benefit increase and, at the time of such benefit increase and taking into account such benefit

increase, each Plan ofthe Borrower and each Plan of each of its ERISA Affiliates is fully funded.

In addition, until such time as the Loans are repaid in full, this Agreement is terminated and the

Lender ceases to own any Capital Stock of the Borrower acquired under any Loan Documents

(including any Warrants and underlying Capital Stock acquired by the Treasury upon exercise

thereof), the Borrower agrees that no contribution under section 206(g)(1)(B), 206(g)(2)(B), or

206(g)(4)(B) ofERISA shall be made to any Plan.

(c) From the Closing Date until the later to occur of (i) such time as the

Treasury ceases to own any Capital Stock of the Borrower acquired pursuant to the Warrant

Agreement and (ii) the termination ofthe Warrant Agreement, the Borrower shall comply with the

provisions ofthis Section 6.13. This Section 6.13 shall survive termination ofthis Agreement and

satisfaction of all Obligations thereunder.

6.14. JV Agreements. No North American Group Member or Pledged Entity

shall allow any modification or amendment to any JV Agreement, except that any such party that

is not a Debtor may modify or amend any JV Agreement; provided that such amendment or

modification could not reasonably be expected to have a Material Adverse Effect.

6.15. Swap Agreements. The North American Group Members will not itself,

and will not permit any of their respective Subsidiaries to, enter into any Swap Agreement,

except (a) Swap Agreements entered into to hedge or mitigate risks to which the Borrower or any

Subsidiary has actual or anticipated exposure (other than those in respect of Capital Stock) and

(b) Swap Agreements entered into in order to effectively cap, collar or exchange interest rates

with respect to any interest-bearing liability or investment ofthe Borrower or any Subsidiary.

6.16. Clauses Restricting Subsidiary Distributions. The Borrower will not, and

will not permit any Guarantor to, enter into or suffer to exist or become effective any consensual

encumbrance or restriction on the ability of any such Guarantor to (a) make Restricted Payments

in respect of any Capital Stock ofsuch Guarantor held by, or pay any Indebtedness owed to, the

Borrower or any other Guarantor, (b) make loans or advances to, or other Investments in, the

Borrower or any other Guarantor or (c) transfer any of its assets to the Borrower or any other

Guarantor, except for such encumbrances or restrictions existing under or by reason of (i) any

restrictions existing under the Loan Documents or the First Lien Prepetition Facilities, (ii) any

USAc!ive 16403926.21 -70-
restrictions with respect to a Guarantor imposed pursuant to an agreement that has been entered

into in connection with the Disposition of all or substantially all ofthe Capital Stock or assets of

such Guarantor, (iii) any agreement or instrument governing Indebtedness assumed in connection

with the acquisition of assets by the Borrower or any Guarantor permitted hereunder or secured

by a Lien encumbering assets acquired in connection therewith, which encumbrance or

restriction is not applicable to any Person, or the properties or assets of any Person, other than

the Person or the properties or assets ofthe Person so acquired, (iv) restrictions on the transfer of

assets subject to any Lien permitted by Section 6.4 imposed by the holder ofsuch Lien or on the

transfer of assets subject to a Disposition permitted by Section 6.12 imposed by the acquirer of

such assets, (v) provisions in jointventure agreements and other similar agreements (in each case

relating solely to the respective joint venture or similar entity or the Capital Stock therein)

entered into in the ordinary course of business, (vi) restrictions contained in the terms of any

agreements governing purchase money obligations, Capital Lease Obligations or Attributable

Obligations not incurred in violation of this Agreement; provided that, such restrictions relate

only to the property financed with such Indebtedness, (vii) restrictions on cash or other deposits

imposed by customers under contracts or other arrangements entered into or agreed to in the

ordinary course of business, or (viii) customary non-assignment provisions in leases, contracts,

licenses and other agreements entered into in the ordinary course of business and consistent with

past practices.

6.17. Sale/Leaseback Transactions. No North American Group Member will

enter into any arrangement with any Person providing for the leasing by any such North

American Group Member ofreal or personal property that has been or is to be sold or transferred

by any such North American Group Member to such Person or to any other Person to whom

funds have' been or are to be advanced by such Person on the security ofsuch property or rental

obligations of any such North American Group Member (a "Sale/Leaseback Transaction") other

than any Sale/Leaseback Transaction in effect on the Closing Date,

6.18, Amendments to Budgets. The North American Group Members will not,

and will not permit any Group Member to, amend, supplement or otherwise modify (pursuant to

a waiver or otherwise) the Applicable Budget without the consent of the Required Lenders in

accordance with Section 8.1; provided that with respect to any amendment, supplement or other

modification thereto that directly and adversely affects GM Canada's or its Subsidiaries' access

to funds in terms of timing, amount or allocation, such amendment, supplement or other

modification shall be reasonably satisfactory to the Lenders,

6.19. Modification of Organizational Documents, No North American Group

Member will modify any organizational documents, except (i) as required by the Bankruptcy

Code or (ii) in connection with a Permitted Disposition.

6.20. Conflict with Canadian Facility, Notwithstanding anything to the contrary

herein, nothing contained in this Section 6 shall restrict, limit or otherwise prohibit GM Canada

or any of its Canadian Subsidiaries from complying with any payment obligation or any other

affirmative obligation under the Canadian Facility.

USActive 16403926.21 -71-
6.21. Financial Condition Covenants.

(a) Aggregate Outstanding Amount of the Loans. The Borrower shall not

permit, at any date, the total amount of Loans borrowed through such date to exceed the total

amount of Loans permitted to be drawn as of the end of the calendar week in which such date

occurs as set forth on Schedule 6.21Ca), excluding all outstanding Contingency Reserve Loans.

(b) Total Cash Disbursements. The Borrower shall not permit, at any date, the

net amount of cash disbursements (excluding disbursements applied against the outstanding

balances of the Prepetition Term Loan Agreement, the Prepetition Revolver Credit Agreement,

Contingency Reserve Loans and disbursements made by the Borrower to the Treasury in respect of

the Borrower's obligations to the Treasury in connection with transactions involving Delphi

Corporation and certain assets thereof pursuant to the Amended & Restated GM-Delphi

Agreement dated as of June I, 2009 and related credit and asset purchase and sale documents)

made from the Petition Date until such date to exceed the total amount permitted for such date in

Schedule 6.21 (b).

(c) Canadian Umestricted Cash. The Borrower shall not permit (a) the average

daily balance of umestricted cash and Cash Equivalents held by the GM Canada (and which are

reflected in the Applicable Budget (as defined in the Canadian Facility) by a line item titled "Local

Cash") during any four-week period, calculated on a rolling basis, to be less than

Cdn$250,000,000; and (b) the actual balance of umestricted cash and Cash Equivalents held by

GM Canada over any period of two (2) consecutive Business Days to be less than

Cdn$IOO,OOO,OOO.

SECTION 7

EVENTS OF DEFAULT

7.1. Events of Default. Notwithstanding the provisions ofsection 362(c) ofthe

Bankruptcy Code, and without notice, application or motion to, hearing before, or order of the

Bankruptcy Court, or any notice to any of the North American Group Members, and subject to

the provisions of this Section 7, each of the following events shall constitute an "Event of

Default", provided that any requirement for the giving of notice, the lapse of time, or both, has

been satisfied:

(a) the Borrower shall default in the payment of any principal of or interest on

any Loan or Additional Note when due (whether at stated maturity, upon acceleration or upon any

mandatory prepayment pursuant to Section 2.5), provided however, that the Borrower shall have

two (2) Business Days' grace period for the payment ofinterest 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 Lenders of such default,

and such default shall have continued umemedied for three (3) Business Days; or

USAclive 16403926.21 -72-
(d) any North American Group Member shall breach any covenant contained in

Section 5.16 (Executive Privileges and Compensation), Section 5.17 (Aircraft), Section 5.18

(Restrictions on Expenses), Section 5.19 (Employ American Workers Act), Section 5.20 (Internal

Controls; Recordkeeping; Additional Reporting), Section 5.21 (Waivers) or Section 6 hereof; or

(e) any North American Group Member shall default in performance of or

otherwise breach non-payment obligations or covenants under any of the Loan Documents not

covered by another clause in this Section 7, and such default has not been remedied within the

applicable grace period provided therein, or ifno grace period, within ten (10) Business Days; or

(f) any representation, warranty or certification made or deemed made herein or

in any other Loan Document by any North American Group Member or any certificate furnished to

the Lenders pursuant to the provisions hereof or thereof, shall prove to have been false or

misleading in any material respect as ofthe time made or furnished; or

(g) the failure of a sale procedures order with respect to the Related Section 363

Transactions in form and substance reasonably acceptable to the Required Lenders (the "Sale

Procedures Order") to be entered by the Bankruptcy Court in the Cases by June 8, 2009 and be in

full force and effect; or .

(h) the failure of the Borrower to obtain entry by the Bankruptcy Court in the

Cases of one or more orders in form and substance reasonably acceptable to the Required Lenders

approving the Related Section 363 Transactions on or prior to July 10, 2009 and be in full force

and effect; or

(i) the failure of any Case Milestone to be satisfied within the time periods

specified therefor; or

(j) any North American Group Member (other than an Initial Debtor, GM

Canada or any Canadian Subsidiaries of GM Canada without the consent of the Lenders) shall

(i) apply for or consent to the appointment of, or the taking of possession by, a receiver, interim

receiver, receiver and manager, custodian, trustee, interim 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 ofthe foregoing, or (vii) generally fail to pay such Loan Party's debts as

they become due; or

(k) any ofthe Cases shall be dismissed or converted to a case under chapter 7 of

the Bankruptcy Code; a trustee or interim trustee under chapter 7 or chapter 11 of the Bankruptcy

Code, a receiver and manager, or an examiner with enlarged powers relating to the operation ofthe

business (powers beyond those set forth in section 1l06(a)(3) and (4) of the Bankruptcy Code)

under section 11 06(b) of the Bankruptcy Code shall be appointed in any of the Cases; or an

application shall be filed by the Borrower or any of its Subsidiaries for the approval of any other

USAc!ive 16403926.21 -73-
Superpriority Claim (other than the Carve-Out) in any of the Cases which is pari passu with or

senior to the claims of the Lenders against any Borrower or any other Loan Party hereunder or

under any ofthe other Loan Documents, or there shall arise or be granted any such pari passu or

senior Superpriority Claim; or

(I) except as agreed by the Required Lenders, any Debtor shall make any

Prepetition Payment other than (i) Prepetition Payments authorized by the Bankruptcy Court in

accordance with "first day" motions and related orders or other orders ofthe Bankruptcy Court, or

(ii) Prepetition Payments required by the Bankruptcy Code; or

(m) the Bankruptcy Court shall enter an order or orders granting relief from the

automatic stay applicable under section 362 ofthe Bankruptcy Code to the holder or holders of any

security interest to (i) permit foreclosure (or the granting of a deed in lieu of foreclosure or the

like) on any assets of any of the Debtors which have a value in excess of $100,000,000 in the

aggregate or (ii) permit other actions that would have a material adverse effect on the Loan Parties

and in the case ofthe Debtors, their estates; or

(n) a judgment or judgments as to any obligation (which in the case of the

Debtors only, arose Postpetition) for the payment of money in excess of $100,000,000 in the

aggregate (to the extent that it is, in the reasonable determination of the Lenders, 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 North American Group

Member by one or more courts, administrative tribunals or other bodies having jurisdiction over

them and the enforcement thereof shall not be stayed (by operation of law, the rules or orders of a

court with jurisdiction over the matter or by consent ofthe party litigants) for ten calendar days; or

there shall be rendered against any North American Group Member a non-monetary judgment with

respect to a Postpetition event that causes or would reasonably be expected to cause a Material

Adverse Effect on the ability of any North American Group Member taken as a whole to perform

their obligations under the Loan Documents and the enforcement thereof shall not be stayed (by

operation oflaw, the rules or orders of a court with jurisdiction over the matter or by consent ofthe

party litigants) for ten calendar days; or

(0) any North American Group Member 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 without the consent of the Lenders (which in the case of the Debtors

only, arose Postpetition) (including without limitation the Canadian Facility) between any North

American Group Member, on the one hand, and a Lender or any Affiliate of a Lender on the other;

or any North American Group Member shall default under, or fail to perform as requested under,

the terms of any instrument, agreement or contract for Indebtedness (which in the case of the

Debtors only, arose Postpetition) entered into by such North American Group Member and any

third party (including without limitation the Canadian Facility), 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 notconstitute an Event of Default pursuant to this paragraph (0) unless the aggregate

amount of all such Indebtedness then outstanding exceeds $100,000,000; or

USAclive 16403926.21 -74-
(p) 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 Collateral purported to be covered

hereby or thereby, or any North American Group Member's material obligations (including the

Borrower's Obligations hereunder) shall cease to be in full force and effect, or the enforceability

thereofshall be contested by any North American Group Member; or

(q) the filing of a motion, pleading or proceeding by any of the other Loan

Parties which could reasonably be expected to result in a material impairment of the rights or

interests of any Lender under any Loan Document, or a determination by a court with respect to a

motion, pleading or proceeding brought by another party which results in a material impairment of

the rights or interests of any Lender under any Loan Document; or

(r) (i) any order shall be entered reversing, amending, supplementing, staying

for a period in excess of five days, vacating or otherwise modifying in any material respect the

Interim Order or the Final Order without the prior written consent of the Lenders, (ii) the Interim

Order (prior to entry of the Final Order) or Final Order shall cease to create a valid and perfected

Lien or to be otherwise in full force and effect or (iii) any Debtor shall fail to, or fail to cause any

North American Group Member to, comply with the Orders; or

(s) the North American Group Members or any other material Subsidiaries of

the Borrower shall take any action in support of any of the events set forth in clauses (j), (k), (I),

(m), (q), (s) or (aa), or any person other than the North American Group Members or any other

material Subsidiaries of the Borrower shall do so, and such application is not contested in good

faith by the North American Group Members or any other material Subsidiaries of the Borrower

and the reliefrequested is granted in an order that is not stayed pending appeal; or

(t) (i) any Person shall engage in any "prohibited transaction" (as defined in

Section 406 ofERISA or Section 4975 ofthe 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 as of the date hereof or any

Lien in favor of the PBGC with respect to any such Plan shall arise on the assets of any North

American Group Member 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 Required Lenders, 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 North American Group Member or any ERISA Affiliate

shall, or in the reasonable opinion of the Required Lenders 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 North American Group Member shall be treated as plan assets under

29 C.F.R. 2510.3-101 as amended by section 3(42) ofERISA, or (viii) any other event or condition

shall occur or exist with respect to a Plan; and in each case in clauses (i) through (viii) 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

USAc!ive 16403926.21 -75-
(u) any Change of Control shall have occurred without the prior consent of the

Lenders other than pursuant to the Related Section 363 Transaction; or

(v) any North American Group Member shall grant, or suffer to exist, any Lien

on any Collateral other than Permitted Liens; or the Liens contemplated under the Loan

Documents shall cease to be perfected Liens on the Collateral in favor of the Lenders of the

requisite priority hereunder with respect to such Collateral (subject to the Permitted Liens); or

(w) 'a 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

North American Group Member and such information and/or responses shall not have been

provided within ten (10) Business Days ofsuch request; or

(x) any Governmental Authority or any person, agency or entity acting or

purporting to act under governmental authority shall have taken any action to condemn, seize or

appropriate, or to assume custody or control of, all or any substantial part ofthe Collateral, or shall

have taken any action to displace the management of any North American Group Member or to

curtail its authority in the conduct ofthe business of any Loan Party, and such action provided for

in this subsection (x) shall not have been discontinued or stayed within 30 days; or

(y) subject to the right to self-insure under Section 5,6(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 Collateral unless similar coverage replaces such insurance within

30 days; or

(z) the failure of the Borrower to comply with any of the terms and provisions

ofthe Warrant Agreement or the Warrant; or

(aa) a custodian, receiver, conservator, liquidator, trustee or similar official for

any North American Group Member (other than a Debtor), or of any ofits Property (as a debtor or

creditor protection procedure), is appointed or takes possession of such Property; or any North

American Group Member (other than a Debtor) or generally fails to pay any of its debts as they

become due; or any North American Group Member (other than a Debtor) 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 (other

than a Debtor); or any ofits Property is sequestered by court or administrative order; or a petition

is filed against any North American Group Member (other than a Debtor) 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

(bb) any North American Group Member (other than a Debtor) shall admit its

inability to, or intention not to, perform any ofsuch party's material Obligations hereunder; or

(cc) a plan shall be confirmed in any of the Cases that does not provide for

termination ofthe Commitments and payment in full in cash ofthe Obligations and the obligations

of any Debtors under the Loan Documents on the effective date ofsuch plan ofreorganization or

liquidation, or any order shall be entered which dismisses any of the Cases and which order does

USAclive 16403926.21 -76-
not provide for termination ofthe Commitments and payment in full in cash ofthe Obligations and

the obligations of any Debtors under the Loan Documents; or any of the Debtors shall seek

support, or fail to contest in good faith the filing or confirmation ofsuch a plan or the entry ofsuch

an order.

7.2. Remedies upon Event of Default. If any Event of Default occurs and is

continuing, without limiting the rights and remedies available to any Lender under applicable

law, the Required Lenders shall, by written notice to the Borrower, take any or all of the

following actions, at the same or different times, in each case without further order of or

application to the Bankruptcy Court (provided that (x) with respect to clause (iii) below and the

enforcement of Liens or other remedies with respect to the Collateral under clause (v) below, the

Lenders shall provide the Borrower (with a copy to counsel for each Committee and to the

United States Trustee for the Southern District of New York) with five Business Days' written

notice prior to taking the action contemplated thereby, (y) upon receipt of any such notice, the

Borrower may only make disbursements in the ordinary course of business and with respect to

the Carve-Out, but may not disburse any other amounts, and (z) in any hearing after the giving of

the aforementioned notice, the only issue that may be raised by any party in opposition thereto

shall be whether, in fact, an Event ofDefault has occurred and is continuing:

(i) declare the principal of and accrued interest on the outstanding

Loans and the Additional Notes to be immediately due and payable;

(ii) terminate any further commitment to lend to the Borrower;

(iii) set-off any amounts held in any accounts maintained by any Loan

Party with respect to which any Lender is a party to a control agreement;

(iv) compel any Debtor to or to cause any North American Group

Member to sell any or all ofits assets pursuant to section 363(b) ofthe Bankruptcy Code

or any other applicable law, and credit bid the Loans and the Additional Notes in any

such sale pursuant to section 363(k) ofthe Bankruptcy Code or other applicable law; or

(v) take any other action or exercise any other right or remedy

(including, without limitation, with respect to the Liens in favor ofthe Lenders) permitted

under the Loan Documents or by applicable law.

SECTIONS

MISCELLANEOUS

8.1. Amendments and Waivers. Neither this Agreement, any other Loan

Document, nor any terms hereof or thereof may be amended, supplemented or modified except

in accordance with the provisions of this Section 8.1 or as otherwise expressly provided herein.

The Required Lenders and the Borrower (on its own behalf and as agent on behalf of any other

Loan Party party to the relevant Loan Document) may, from time to time, (a) enter into written

amendments, supplements or modifications hereto and to the other Loan Documents for the

purpose of adding any provisions to this Agreement or the other Loan Documents or changing in

USAclive 16403926.21 -77-
any manner the rights or obligations of the Lenders or of the Loan Parties hereunder or

thereunder or (b) waive, on such terms and conditions as the Lenders may specify in such

instrument, any of the requirements of this Agreement or the other Loan Documents or any

Default or Event of Default and its consequences; except that (x) the consent of each Lender

directly affected thereby shall be required with respect to (i) reductions in the amount or

extensions of the Maturity Date of any Loan or any Additional Note or any change to the

definition of "Maturity Date", (ii) reductions in the rate ofinterest or any fee or extensions of any

due date thereof, (iii) increases in the amount or extensions of the expiry date of any Lender's

Commitment, (iv) imposition of any additional restrictions on assignments and participations,

(v) any change in the allocation and funding ofthe Loans provided to any Loan Party or any of

its Subsidiaries from that specified in the Applicable Budget and (vi) modifications to the pro

rata treatment and sharing provisions of the Loan Documents, and (y) the consent of 100% of

the Lenders shall be required with respect to (i) modifications to this Section of any ofthe voting

percentages, the definition of "Required Lenders", or the minimum requirement necessary for all

Lenders or Required Lenders to take action hereunder, (ii) prior to the consummation of the

Related Section 363 Transactions, the release or subordination of any of the Guarantors or a

material portion of the Collateral other than in connection with the Related Section 363

Transactions, (iii) after the consummation ofthe Related Section 363 Transactions, the release or

subordination of all or substantially all of the Guarantors or all or substantially all of the

Collateral, (iv) the assignment, delegation or other transfer by any Loan Party of any ofits rights

and obligations under this Agreement and (v) amendments, supplements, modifications or

waivers of Sections 2.12 (or the rights and obligations contained therein), 4.I(a),

4.1 (b), 4.1 (c)(ii), 4.2(c), 4.3, the proviso to 6.18, 6.20, 6.21 (b), or 7.1 (r), the definition of "ABR",

any proviso to the definition of "Net Cash Proceeds" or the minimum notice requirements

contained in Sections 2.2 and 2.4.

Any such waiver and any such amendment, supplement or modification shall

apply equally to each ofthe Lenders and shall be binding upon the Loan Parties, the Lenders and

all future holders of the Loans and the Additional Notes. In the case of any waiver, the Loan

Parties and the Lenders shall be restored to their former position and rights hereunder and under

the other Loan Documents, and any Default or Event of Default waived shall be deemed to be

cured and not continuing; but no such waiver shall extend to any subsequent or other Default or

Event of Default, or impair any right consequent thereon. Any such waiver, amendment,

supplement or modification shall be effected by a written instrument signed by the parties

required to sign pursuant to the foregoing provisions ofthis Section 8.1; provided that, delivery

of an executed signature page of any such instrument by facsimile transmission shall be effective

as delivery of a manually executed counterpart thereof.

8.2. Notices. (a) All notices, requests and demands to or upon the respective

parties hereto to be effective shall be in writing (including by telecopy or electronic

transmission), and, unless otherwise expressly provided herein, shall be deemed to have been

duly given or made when delivered, or three Business Days after being deposited in the mail,

postage prepaid, or, in the case oftelecopy notice or electronic transmission or overnight or hand

delivery, when received, addressed as follows in the case ofthe Borrower and the Lenders, or to

such other address as may be hereafter notified by the respective parties hereto:

USActive 16403926.21 -78-
Borrower:

General Motors Corporation

300 Renaissance Center

Detroit, MI 48265-3000

Attention: ChiefFinancial Officer

Telecopy: 313-667-4605

with a copy to:

General Motors Corporation

767 Fifth Avenue, 14th Floor

New York, NY 10153

Attention: Treasurer

Telecopy: 212-418-3630

and

General Motors Corporation

300 Renaissance Center

Detroit, MI 48265-3000

Attention: General Counsel

Telecopy: 248-267-4584

and:

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153-0119

Attention: Stephen Karotkin

Richard Ginsburg

Soo-Jin Shim

Telecopy: 212-310-8007

Treasury:

The United States Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Attention: ChiefCounsel Office ofFinancial Stability

Telecopy: 202-927-9225

Email: OFSChiefCounselNotices@do.treas.gov

USActive 16403926.21 -79-
with a copy to:

Cadwalader, Wickersham & Taft LLP

One World Financial Center

New York, NY 10281

Attention: John J. Rapisardi

Telecopy: 212-504-6666

Telephone: 212-504-6000

Canadian Lender:

Export Development Canada

151 O'Connor Street

Ottawa, Ontario

Canada KIA lIG

Attention: Loans Services

Telecopy: 613-598-2514

with a copy to:

Export Development Canada

151 0'Connor Street

Ottawa, Ontario

Canada KIA lK3

Attention: Asset Management/Covenants Officer

Telecopy: 613-598-3186

provided that any notice, request or demand to or upon the Lenders shall not be effective until

received.

(b) Notices and other communications to the Lenders hereunder may be

delivered or furnished by electronic communications pursuant to procedures approved by each

Lender in its sole discretion. The Borrower may, in its discretion, agree to accept notices and other

communications to it hereunder by electronic communications pursuant to procedures approved by

it; provided that approval of such procedures may be limited to particular notices or

communications.

8.3. No Waiver; Cumulative Remedies. No failure to exercise and no delay in

exercising, on the part of any Lender, any right, remedy, power or privilege hereunder or under

the other Loan Documents shall operate as a waiver thereof; nor shall any single or partial

exercise of any right, remedy, power or privilege hereunder or thereunder preclude any other or

further exercise thereof or the exercise of any other right, remedy, power or privilege. The

rights, remedies, powers and privileges herein provided are cumulative and not exclusive of any

rights, remedies, powers and privileges provided by law.

8.4. Survival of Representations and Warranties. All representations and

warranties made hereunder, in the other Loan Documents and in any document, certificate or

USActive 16403926.21 -80-
statement delivered pursuant hereto or in connection herewith shall survive the execution and

delivery ofthis Agreement and the making ofthe Loans and other extensions of credit hereunder.

8.5. Payment of Expenses. The Borrower agrees (a) to payor reimburse the

Lenders and any other Canadian Lender Consortium Member for all their (i) reasonable out-ofpocket costs and expenses incurred in connection with the development, preparation and

execution of, and any amendment, supplement or modification to, this Agreement and the other

Loan Documents and any other documents prepared in connection herewith or therewith, and the

consummation and administration of the transactions contemplated hereby and thereby

(including the reasonable out-of-pocket costs and expenses of the advisors and counsel to each

Lender and each other Canadian Lender Consortium Member, but excluding the professional

fees of such advisors and counsel to each Lender and each other Canadian Lender Consortium

Member), and (ii) costs and expenses incurred in connection with the enforcement or

preservation of any rights or exercise of remedies under this Agreement, the other Loan

Documents and any other documents prepared in connection herewith or therewith in respect of

any Event of Default or otherwise, including the fees and disbursements of counsel (including

the allocated fees and disbursements and other charges of in-house counsel) to each Lender and

each other Canadian Lender Consortium Member, (b) to pay, indemnify, or reimburse each

Lender and each other Canadian Lender Consortium Member for, and hold each Lender and each

other Canadian Lender Consortium Member harmless from, any and all recording and filing fees

and any and all liabilities with respect to, or resulting from any delay in paying such fees, if any,

which may be payable or determined to be payable in connection with the execution and delivery

of, or consummation or administration of any of the transactions contemplated by, or any

amendment, supplement or modification of, or any waiver or consent under or in respect of, this

Agreement, the other Loan Documents and any such other documents, and (c) to pay, indemnify

or reimburse each Lender and each other Canadian Lender Consortium Member, their respective

affiliates, and their respective officers, directors, partners, employees, advisors, agents,

controlling persons and trustees (each, an "Indemnitee") for, and hold each Indemnitee harmless

from and against any and all other liabilities, obligations, losses, damages, penalties, actions,

judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by

an Indemnitee or asserted against any Indemnitee by any third party or by the Borrower or any

other Loan Party arising out of, in connection with, or as a result of, the execution or delivery of

this Agreement, any other Loan Document or any agreement or instrument contemplated hereby

or thereby, the performance by the parties hereto or thereto of their respective obligations

hereunder or thereunder or the consummation of the transactions contemplated hereby or

thereby, including any of the foregoing relating to the use or proposed use of proceeds of the

Loans or the violation of, noncompliance with or liability under, any Environmental Law

applicable to the operations or assets of any Group Member, including any of the Mortgaged

Properties, and the reasonable fees and expenses of legal counsel in connection with claims,

actions or proceedings by any Indemnitee against any Loan Party under any Loan Document or

any actual or prospective claim, litigation, investigation or proceeding relating to any of the

foregoing, whether based on contract, tort or any other theory, whether brought by any third

party or by the Borrower or any other Loan Party, and regardless ofwhether any Indemnitee is a

party thereto (all the foregoing in this clause (c), collectively, the "Indemnified Liabilities"),

provided that the Borrower shall have no obligation hereunder to any Indemnitee (x) for Taxes

(it being understood that the Borrower's obligations with respect to Taxes are set forth in

Section 2.12) or (y) with respect to Indemnified Liabilities to the extent such Indemnified

USActive 16403926.21 -81-
Liabilities resulted from the gross negligence or willful misconduct of, in each case as

determined by a final and nonappealable decision of a court of competent jurisdiction, such

Indenmitee, any ofits affiliates or its or their respective officers, directors, partners, employees,

agents or controlling persons. No Indemnitee shall be liable for any damages arising from the

use by unauthorized persons of information or other materials sent through electronic,

telecommunications or other information transmission systems that are intercepted by such

persons or for any special, indirect, consequential or punitive damages in connection with the

Loans or the Additional Notes. Without limiting the foregoing, and to the extent permitted by

applicable law, the Borrower agrees not to assert and to cause its Subsidiaries not to assert, and

hereby waives and agrees to cause its Subsidiaries to waive, all rights for contribution or any

other rights of recovery with respect to all claims, demands, penalties, fines, liabilities,

settlements, damages, costs and expenses of whatever kind or nature, under or related to

Environmental Laws, that any of them might have by statute or otherwise against any

Indemnitee. All amounts due under this Section 8.5 shall be payable not later than 30 days after

written demand therefor. Statements payable by the Borrower pursuant to this Section 8.5 shall

be submitted to the Treasurer ofthe Borrower as set forth in Section 8.2, or to such other Person

or address as may be hereafter designated by the Borrower in a written notice to the Lenders.

The agreements in this Section 8.5 shall survive repayment of the Loans and all other amounts

payable hereunder.

8.6. Successors and Assigns; Participations and Assignments. (a) The

provisions ofthis Agreement shall be binding upon and inure to the benefit ofthe parties hereto,

all future holders of the Loans or the Additional Notes and their respective successors and

assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of

its rights or obligations hereunder without the prior written consent of each Lender (and any

attempted assignment or transfer by the Borrower without such consent shall be null and void)

and no Lender may assign or otherwise transfer its rights or obligations hereunder except in

accordance with this Section 8.6.

(b) Any Lender may, without the consent of the Borrower, assign to one or

more assignees (each, an "Assignee") all or a portion of its rights and obligations under this

Agreement (including all or a portion ofits Commitments and the Loans or the Additional Notes at

the time owing to it) pursuant to an Assignment and Assumption, executed by such Assignee and

such Lender and delivered to the Borrower for its records, to any other branch, division or agency

of the United States or Canadian governments or any government of any state, province,

commonwealth or territory of the United States or Canada or to New CarCo, together with any

related rights and obligations thereunder, without the consent of the Borrower. The Borrower or

its agent will maintain a register ("Register") of each Lender and Assignee. The Register shall

contain the names and addresses of the Lenders and Assignees and the principal amount of the

loans (and stated interest thereon) held by each such Lender and Assignee from time to time. The

entries in the Register shall be conclusive and binding, absent manifest error.

(c) Any Lender may, without the consent ofthe Borrower, sell participations to

any other branch, division or agency of the United States or Canadian governments or any

government of any state, province, commonwealth or territory of the United States or Canada (a

"Participant") in all or a portion of such Lender's rights and obligations under this Agreement

(including all or a portion ofits Commitments and the Loans or the Additional Notes owing to it);

USActive 16403926.21 -82-
provided that (A) such Lender's obligations under this Agreement shall remain unchanged,

(B) such Lender shall remain solely responsible to the other parties hereto for the performance of

such obligations, (C) the Borrower and the other Lenders shall continue to deal solely and directly

with such Lender in connection with such Lender's rights and obligations under this Agreement.

Any agreement pursuant to which a Lender sells such a participation shall provide that such

Lender shall retain the sole right to enforce this Agreement and to approve any amendment,

modification or waiver of any provision of this Agreement; provided that such agreement may

provide that such Lender will not, without the consent ofthe Participant, agree to any amendment,

modification or waiver that (1) requires the consent of each Lender directly affected thereby

pursuant to the proviso to the second sentence of Section 8.1 and (2) directly affects such

Participant. Subject to paragraph (c) of this Section, the Borrower agrees that each Participant

shall be entitled to the benefits of Section 2.10 to the same extent as if it were a Lender and had

acquired its interest by assigrnnent pursuant to paragraph (b) of this Section 8.6. To the extent

permitted by law, and subject to paragraph (c) of this Section, each Participant also shall be

entitled to the benefits of Section 8.7 as though it were a Lender. Notwithstanding anything to the

contrary in this Section 8.6, each Lender shall have the right to sell one or more participations in

all or any part of its Loans, Additional Notes, Commitments or other Obligations to one or more

lenders or other Persons that provide financing to such Lender in the form ofsales and repurchases

of participations without having to satisfY the foregoing requirements. In the event that a Lender

sells a participation in such Lender's rights and obligations under this Agreement, the Lender, on

behalf of Borrower, shall maintain a register on which it enters the name, address and interest in

this Agreement of all Participants.

8.7. Adjustments; Set-off. (a) Except to the extent that this Agreement

expressly provides for payments to be allocated to a particular Lender or to the Lenders, if any

Lender (a "Benefitted Lender") shall, at any time after the Loans, the Additional Notes and other

amounts payable hereunder shall immediately become due and payable pursuant to Section 7,

receive any payment of all or part of the Obligations owing to it, or receive any collateral in

respect thereof (whether voluntarily or involuntarily, by set-off or otherwise), in a greater

proportion than any such payment to or collateral received by any other Lender, if any, in respect

ofthe Obligations owing to such other Lender, such Benefitted Lender shall purchase for cash in

Dollars from the other Lenders a participating interest in such portion of the Obligations owing

to each such other Lender, or shall provide such other Lenders with the benefits of any such

collateral or the proceeds thereof, as shall be necessary to cause such Benefitted Lender to share

the excess payment or benefits of such collateral ratably with each of the Lenders; provided,

however, that if all or any portion of such excess payment or benefits is thereafter recovered

from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and

benefits returned, to the extent ofsuch recovery, but without interest.

(b) In addition to any rights and remedies of the Lenders provided by law,

subject to any notice or other requirement contained in the Orders, each Lender shall have the

right, without (i) further order of or application to the Bankruptcy Court, or (ii) prior notice to the

Borrower, any such notice being expressly waived by the Borrower to the extent permitted by

applicable law, upon all amounts owing hereunder becoming due and payable (whether at the

stated maturity, by acceleration or otherwise) to set off and appropriate and apply against such

amount any and all deposits (general or special, time or demand, provisional or final), in any

currency, and any other credits, indebtedness or claims, in any currency, in each case whether

USAc1ive 16403926.21 -83-
direct or indirect, absolute or contingent, matured or umnatured, at any time held or owing by such

Lender or any branch or agency thereof to or for the credit or the account ofthe Borrower. Each

Lender agrees promptly to notify the Borrower and the other Lenders after any such set-off and

application made by such Lender; provided that, the failure to give such notice shall not affect the

validity ofsuch set off and application.

8.8. Counterparts. This Agreement may be executed by one or more of the

parties to this Agreement on any number of separate counterparts, and all of said counterparts

taken together shall be deemed to constitute one and the same instrument. Delivery of an

executed signature page ofthis Agreement by facsimile or other electronic transmission shall be

effective as delivery of a manually executed counterpart hereof. A set of the copies of this

Agreement signed by all the parties shall be lodged with the Borrower and the Lenders.

8.9. Severability. Any provision of this Agreement that is held to be

prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the

extent of such prohibition or unenforceability without invalidating or rendering unenforceable

the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction

shall not invalidate or render unenforceable such provision in any otherjurisdiction.

8.10. Integration. This Agreement and the other Loan Documents represent the

entire agreement of the Borrower and the Lenders with respect to the subject matter hereof and

thereof, and there are no promises, undertakings, representations or warranties by any Lender

relative to the subject matter hereof not expressly set forth or referred to herein or in the other

Loan Documents. Subject to Section 8.18, in the event of any conflict between this Agreement

or any other Loan Document and the Orders, the Orders shall control.

8.11. Governing Law. THIS AGREEMENT AND THE RIGHTS AND

OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE

GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,

THE LAW OF THE STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE,

THE BANKRUPTCY CODE.

8.12. Submission to Jurisdiction; Waivers. All judicial proceedings brought

against any Loan Party hereto arising out of or relating to this Agreement or any other Loan

Document, or any Obligations hereunder and thereunder, may be brought in the Bankruptcy

Court and, ifthe Bankruptcy Court does not have (or abstains from) jurisdiction, the courts ofthe

State ofNew York, the courts ofthe United States of America for the Southern District ofNew

York, and appellate courts from any thereof. Each Loan Party hereto hereby irrevocably and

unconditionally:

(a) submits for itself and its property in any such legal action or proceeding

relating to this Agreement and the other Loan Documents to which it is a party, or for recognition

and enforcement of any judgment in respect thereof, to the non exclusive general jurisdiction of

the courts of the State of New York, the courts of the United States of America for the Southern

District ofNew York, and appellate courts from any thereof;

USAc!ive 16403926.21 -84-
(b) consents that any such action or proceeding may be brought in such courts

and waives any objection that it may now or hereafter have to the venue of any such action or

proceeding in any such court or that such action or proceeding was brought in an inconvenient

court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be

effected by mailing a copy thereofby registered or certified mail (or any substantially similar form

of mail), postage prepaid, to such party at its address set forth in Section 8.2 or at such other

address ofwhich the Lenders shall have been notified pursuant thereto; and

(d) waives, to the maximum extent not prohibited by law, any right it may have

to claim or recover in any legal action or proceeding referred to in this Section any special,

exemplary, punitive or consequential damages.

8.13. Acknowledgments. The Loan Party hereby acknowledges that:

(a) it has been advised by counsel in the negotiation, execution and delivery of

this Agreement and the other Loan Documents;

(b) no Lender has any fiduciary relationship with or duty to any Group Member

arising out of or in connection with this Agreement or any of the other Loan Documents, and the

relationship between the Lenders, on one hand, and any Group Member, on the other hand, in

connection herewith or therewith is solely that of debtor and creditor; and

(c) no joint venture is created hereby or by the other Loan Documents or

otherwise exists by virtue of the transactions contemplated hereby among the Lenders or among

the Borrower or any Subsidiary and the Lenders.

8.14. Release of Guaranties. Notwithstanding anything to the contrary

contained herein or in any other Loan Document, the Lenders hereby agree to take promptly, any

action requested by the Borrower having the effect ofreleasing, or evidencing the release of, any

guarantee by any Loan Party ofthe Obligations to the extent necessary to permit consummation

of any transaction not prohibited by any Loan Document or that has been consented to in

accordance with Section 8.1.

8.15. Confidentiality. Each of the Lenders agrees to keep confidential all

non-public information provided to it by any Loan Party or any other Lender pursuant to this

Agreement that is designated by such Loan Party as confidential; provided that nothing herein

shall prevent any Lender from disclosing any such information (a) to any other Lender or any

affiliate of any thereof, (b) subject to an agreement to comply with the provisions of this

Section 8.15 (or other provisions at least as restrictive as this Section), to any actual or

prospective Transferee or any pledgee of Loans or Additional Notes or any direct or indirect

contractual counterparty (or the professional advisors thereto) to any swap or derivative

transaction relating to the Loan Party and its obligations, (c) to its affiliates, employees,

directors, trustees, agents, attorneys, accountants and other professional advisors, or those of any

of its affiliates for performing the purposes of a Loan Document, subject to such Lender, as the

case may be, advising such Person of the confidentiality provisions contained herein, (d) upon

the request or demand of any Governmental Authority or regulatory agency (including selfUSAc!ive 16403926.21 -85-
regulated agencies) having jurisdiction (or purporting to have jurisdiction) over it upon notice

(other than in connection with routine examinations or inspections by regulators) to the Borrower

thereofunless such notice is prohibited or the Governmental Authority or regulatory agency shall

require otherwise, (e) in response to any order of any court or other Governmental Authority or

as may otherwise be required pursuant to any Requirement of Law, after notice to the Borrower

if reasonably feasible, and, if applicable, after exhaustion of the Group Members' rights and

remedies under Section 1.6 of the Department of the Treasury Regulations, 31 C.F.R. Part 1,

Subpart A; Sections 27-29 inclusive and 44 of the Access to Information Act, R.S.C., ch A-I

(1985) and Section 28 and Part IV (Sections 50-56 inclusive) ofthe Freedom of Information and

Protection of Privacy Act, R.S.O., ch. F.31 (1990), after notice to the Borrower if reasonably

feasible, (f) if requested or required to do so in connection with any litigation or similar

proceeding, after notice to the Borrower if reasonably feasible, (g) that has been publicly

disclosed, other than in breach of this Section, (h) to the National Association of Insurance

Commissioners or any similar organization or any nationally recognized rating agency that

requires access to information about a Lender's investment portfolio in connection with ratings

issued with respect to such Lender or (i) in connection with the exercise of any remedy

hereunder or under any other Loan Document.

8.16. Waivers of Jury Trial. THE BORROWER AND THE LENDERS

HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE TRIAL BY JURY IN

ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR

ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

8.17. USA PATRIOT Act. Each Lender hereby notifies the Borrower that

pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and

record information that identifies each Loan Party, which information includes the name and

address of each Loan Party and other information that will allow such Lender to identify each

Loan Party in accordance with the USA PATRIOT Act.

8.18. Orders. The terms and conditions hereunder shall be subject to the terms

and conditions of the Final Order, or, prior to the effectiveness of the Final Order, the Interim

Order. In the event of any inconsistency between the terms or conditions ofthis Agreement and

the terms and conditions of the Orders, the terms and conditions of the Orders shall control.

Notwithstanding the foregoing, in the event of any inconsistency between the terms or conditions

of Section 8.1 and the terms and conditions ofthe Orders, the terms and conditions of Section 8.1

shall control.

USAct;ve 16403926.21 -86-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly

executed and delivered by their proper and duly authorized officers as of the day and year first

above written.

GENERAL MOTORS CORPORATION

~>,-J U\/'v~> By: > _~;.,.;

Name:-Niharika Ramdev

Title: Assistant Treasurer

[Signature Page to Debtor-in-Possession Credit Agreement]
ANNUNCIATA CORPORATION

ARGONAUT HOLDINGS, INC.

ENVIRONMENTAL CORPORATE

REMEDIATION COMPANY, 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

GMGEFSL.P.

GM GLOBAL STEERING HOLDINGS, LLC

GM GLOBAL TECHNOLOGY

OPERATIONS, INC.

GM GLOBAL TOOLING COMPANY, INC.

GM LAAM HOLDINGS, LLC

GM PREFERRED FINANCE CO. HOLDINGS

LLC

GM SUBSYSTEMS MANUFACTURING,

LLC

GM TECHNOLOGIES, LLC

BY:Name:~-------­ Title: Attorney-in-fact for Adil Mistry, Vice

President

[Signature Page to Debtor-in-Possession Credit Agreement)
GM-DI LEASING CORPORATION

GMOC ADMINISTRATIVE SERVICES

CORPORATION

GRAND POINTE HOLDINGS, INC.

OnSTAR,LLC

REMEDIATION AND LIABILITY

MANAGEMENT COMPANY, INC.

RIVERFRONT HOLDINGS, INC.

RIVERFRONT HOLDINGS PHASE II, INC.

SATURN,LLC

SATURN DISTRIBUTION CORPORATION

By: '-.LlI.}/ _

Nam~lm Title: Attorney-in-fact for Adil Mistry, Vice

President

[Signature Page to Debtor-in-Possession Credit Agreement]
CHEVROLET-SATURN OF HARLEM, INC.

A . 1...-/ t/\./~ \os By. ." "==..-

Nam-;;~Niharika Ramdev

Title: Vice President

[Signature Page to Debtor-in·Possession Credit Agreement]
•

UNITED STATES DEPARTMENT OF THE

TREASURY, as a. Lender

[Signature Page-t()SecljrOO SuperpriorltyDebtor~in-Possession Credit Agreement]
KarenMofiUlcUn . FinaneingManilger

·EXPORT DEVELOPMENT CANADA, as a·

Lender ..'

By:

Nmne:!~v#1~" Title:

David Rowsell

Director .

'. SUrface Transportation

[Signature Page to Debtor-in-Possession Credit Agreement]
EXECUTION VERSION 

USActive 16667758 

FIRST AMENDMENT, CONSENT AND WAIVER UNDER 

DEBTOR-IN-POSSESSION CREDIT AGREEMENT 

FIRST AMENDMENT, CONSENT AND WAIVER UNDER DEBTOR-INPOSSESSION CREDIT AGREEMENT, dated as of June 25, 2009 (this “Amendment”), to the 

SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as of 

June 3, 2009 (as amended, supplemented, extended or restated, or otherwise modified from time to time, 

the “DIP Credit Agreement”), among GENERAL MOTORS CORPORATION, a Delaware corporation, 

as the Borrower, the UNITED STATES DEPARTMENT OF THE TREASURY, as a Lender, EXPORT 

DEVELOPMENT CANADA, as a Lender, and the Guarantors party thereto from time to time. 

RECITALS

WHEREAS, the Borrower has requested that the Lenders make certain amendments to 

the DIP Credit Agreement; and 

WHEREAS, the Lenders have agreed to amend the DIP Credit Agreement solely upon 

the terms and conditions set forth herein; 

NOW, THEREFORE, in consideration of the premises and the agreements hereinafter set 

forth, the parties hereto hereby agree as follows: 

1. Defined Terms. Unless otherwise noted herein, terms defined in the DIP Credit 

Agreement and used herein shall have the meanings given to them in the DIP Credit Agreement. 

2. Amendment to Section 1.1 (Defined Terms) of the DIP Credit Agreement. The 

following new definitions shall hereby be added to Section 1.1 of the DIP Credit Agreement in the 

appropriate alphabetical order: 

“‘Delphi Transaction Documents’: collectively, (i) that certain Master 

Disposition Agreement dated as of June 1, 2009, executed by Delphi Corporation, GM 

Components Holdings, LLC, General Motors Corporation, Parnassus Holdings II, LLC 

(“PH II”), a Delaware limited liability company, and the other sellers and buyers party 

thereto, (ii) that certain Securities Purchase Agreement dated as of June 1, 2009 (the 

“Securities Purchase Agreement”) among Parnassus Holdings I, LLC, a Delaware limited 

liability company, PH II and General Motors Corporation, (iii) that certain Amended and 

Restated GM-Delphi Agreement dated as of June 1, 2009 among Delphi Corporation, the 

subsidiaries of Delphi Corporation party thereto and General Motors Corporation, and 

(iv) a Credit Agreement substantially in the form attached as Exhibit A to the Securities 

Purchase Agreement, pursuant to which General Motors Corporation agrees to make a 

loan to PH II in the amount set forth therein, each as in effect or in the form proposed, as 

applicable, as of June 1, 2009. 

‘Delphi Alternative Transactions’: transactions similar to the Delphi Proposed 

Transactions that (i) have terms that, taken as a whole, are, in the Borrower’s judgment, 

equally or more advantageous to the Borrower than the Delphi Proposed Transactions, 

(ii) do not require the aggregate amount of the Borrower’s Investments made in 
connection with such transactions to exceed the amount of the Borrower’s Investments 

contemplated by the Delphi Proposed Transactions and (iii) are approved in advance, in 

writing by the Required Lenders and, if required, authorized by the Bankruptcy Court. 

‘Delphi Proposed Transactions’: the transactions to be entered by the Borrower 

and its Subsidiaries pursuant to or as contemplated by the terms of any of the Delphi 

Transaction Documents. 

‘Delphi Transactions’: either the Delphi Proposed Transactions or the Delphi 

Alternative Transactions, as applicable.”. 

3. Amendments to Section 1.1 (Defined Terms) of the DIP Credit Agreement. The 

definition of “Permitted Investments” set forth under Section 1.1 of the DIP Credit Agreement is hereby 

amended by (i) deleting the “and” as it appears at the end of clause (r); (ii) deleting the “.” as it appears at 

the end of clause (s) and inserting in lieu thereof “; and”, and (iii) adding the following language as new 

clause (t): 

“(t) any of the Delphi Transactions.”. 

4. Amendments to Section 6.21(b) (Financial Condition Covenants; Total Cash 

Disbursements) of the DIP Credit Agreement. Section 6.21(b) (Financial Condition Covenants; Total 

Cash Disbursements) is hereby amended and restated in its entirety and replaced with the following: 

“(b) Total Cash Disbursements. The Borrower shall not permit, at any date, the net 

amount of cash disbursements (excluding disbursements applied against the outstanding balances of the 

Prepetition Term Loan Agreement, the Prepetition Revolver Credit Agreement, Contingency Reserve 

Loans and disbursements made by the Borrower provided for in the agreements that document the Delphi 

Transactions) made from the Petition Date until such date to exceed the total amount permitted for such 

date in Schedule 6.21(b).”. 

5. Amendment to Section 8.1 (Amendments and Waivers). Section 8.1 

(Amendments and Waivers) is hereby amended by deleting the reference to “6.21(b)” as it appears in 

Section 8.1 and inserting in lieu thereof “6.21(c)”. 

6. Amendment to Schedule 6.21(a) (Maximum Borrowing Amount Excluding 

Contingency Reserve Loans). Schedule 6.21(a) (Maximum Borrowing Amount Excluding Contingency 

Reserve Loans) is hereby amended by inserting at the end of the note set forth at the end of such Schedule 

the words “and such other documents acceptable to the Required Lenders in their sole discretion”. 

7. Consent. The Required Lenders hereby consent to GM Nova Scotia’s having 

provided a consent to an order under the Bankruptcy and Insolvency Act (Canada) as set forth in 

Section 6(b) of that certain Lock Up Agreement, dated as of June 1, 2009 (as in effect on such date, the 

“Lock-Up Agreement”) by and among the Borrower, General Motors Nova Scotia Finance Company, a 

Nova Scotia unlimited company (“GM Nova Scotia”), General Motors of Canada Limited, a Canadian 

federal corporation (“GM Canada”), GM Nova Scotia Investments Ltd., a Nova Scotia company and 

certain beneficial owners of notes issued by GM Nova Scotia; provided that (i) if the conditions required 

for effectiveness of the waivers, releases and discharges provided by the Holders (as defined in the Lock 

Up Agreement) in Section 5(b) of the Lock Up Agreement are not satisfied or (ii) if such releases and 

discharges cease to be effective to preclude the Holders from pursuing any claim in respect of GM 
Canada otherwise released pursuant to Section 5(b) of the Lock Up Agreement, then, in either case, this 

consent shall automatically cease to be effective. 

8. Waiver. The Required Lenders hereby waive any Default or Event of Default 

that may have occurred under the DIP Credit Agreement solely to the extent that such Default or Event of 

Default would not have occurred if the amendments and consent set forth in Sections 2 through 7 hereof 

effected hereby were made prior to the occurrence of such Default or Event of Default; provided that any 

waiver set forth in this Section 8 with respect to the consent set forth in Section 7 above shall not be 

effective if such consent ceases to be effective as provided in Section 7. 

9. Representations and Warranties. To induce the other parties hereto to enter into 

this Amendment, the Borrower hereby represents and warrants to each of the Lenders that the 

representations and warranties contained in Section 3 of the DIP Credit Agreement are true and correct in 

all material respects on and as of the date hereof with the same effect as though made on and as of the 

date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in 

which case such representations and warranties were true and correct in all material respects as of such 

earlier date). 

10. Conditions to Effectiveness. This Amendment shall become effective, as of the 

date first written above, upon the execution and delivery of counterparts of this Amendment duly 

executed by the Borrower. 

11. Limited Effect. Except as expressly provided hereby, all of the terms and 

provisions of the DIP Credit Agreement and the other Loan Documents are and shall remain in full force 

and effect. The amendments contained herein shall not be construed as a waiver or amendment of any 

other provision of the DIP Credit Agreement or the other Loan Documents or for any purpose except as 

expressly set forth herein or a consent to any further or future action on the part of the Borrower that 

would require the waiver or consent of the Lenders. This Amendment shall constitute a “Loan 

Document” for all purposes of the DIP Credit Agreement and the other Loan Documents. 

12. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND 

OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, 

AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE 

STATE OF NEW YORK AND, TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE. 

13. Counterparts. This Amendment may be executed in any number of counterparts, 

all of which taken together shall constitute one and the same agreement, and any of the parties hereto may 

execute this Amendment by signing any such counterpart. Delivery of an executed counterpart hereof by 

facsimile or email transmission shall be effective as delivery of a manually executed counterpart hereof. 

14. Headings. Section or other headings contained in this Amendment are for 

reference purposes only and shall not in any way affect the meaning or interpretation of this Amendment. 

[SIGNATURE PAGES FOLLOW] 
















































































EXECUTION VERSION

FIRST AMENDME T TO

AMENDED AND RESTATEO SECURED SUPERPRIORITY

DEBTOR-I -POSSESSION CREDIT AGREEME T

FIRST AME DMENT. dated as orJuly 29, 2009 (this "Amendment") to the

AMENDED AND RESTATED SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION

CREDIT AGREEME T, dated as orJuly 10,2009 (as amended, supplemented or otherwise

modified from lime to time, the "Credit Agreement"; capitalized tenns used and not defined

herein shall have the meanings ascribed (0 them in the Credit Agreement), among MOTORS

LIQUIDATION COMPANY (ti'kla GENERAL MOTORS CORPORATION), a debtor and

debtor-in-possession under Chapter 11 of the Banknlptcy Code (the "Borrower"), the

Guarantors, the several lenders from time to time parties thereto (the "Lenders") and others.

WHEREAS. the Borrower has requested that the Lenders amend certain

provisions of the Credit Agreement;

WHEREAS, the Lenders have agreed to make certain amendments to the Credit

Agreement as described herein solely upon the (cons and conditions provided for in this

Amendment;

NOW. THEREFORE, in consideration ofthe premises herein contained and for

other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties

hereto agree as follows:

I. Amendments to Section 1.1 of tile Credit Agreement (Derined Temls).

Section 1.1 ofthe Credit Agreement is hereby amended by inserting the following proviso at the

end of clause (b) ofthe definition of "Cash Equivalents":

"; provided that, securities issued by the United States government may have maturities

of two (2) years or less from the date of acquisition".

2. Conditions to Effectiveness. TIlis Amendment shall become effective

upon the date (the "First Amendment Effective Date") on which each Lender shall have received

this Amendment, executed and delivered by a duly authorized officer ofthe Borrower and the

Required Lenders.

3. Representations and Warranties. TIle Borrower hereby represents and

warrants to each Lender that (before and after giving effect to this Amendment):

(a) Subject to the tenns ofthe Orders, each Loan Party has all necessary

corporate or other power, authority and legal right to execute, deliver and perfonn its

obligations under this Amendment and the Acknowledgment and Consent to which it is a

party_ Subject to lhe cntry by the Banknlptcy Court of the Orders and subject to the

lenns thereof, the execution, delivery and perfonnance by each Loan Party of this

USActive 16964078.4
2

Amendment and the Acknowledgment and Consent to which it is a party has been duly

auLhorizcd by all necessary corporate or other action on its part. This Amendment and

the Acknowledgment and Consent have been duly and validly executed and delivered by

each Loan Party party thereto and constitutes a legal, valid and binding obligation of all

of the Loan Parties pany thereto. enforceable against such Loan Parties in accordance

with its tenns, subjcct to the Bankruptcy Exceptions. Except as required under the

Bankruptcy Code and applicable state and federal bankruptcy rules, no authorizations,

approvals or consents of. and no filings or registrations with, any Govenuncntal

Authority. or any other Person, arc necessary for the execution, delivery or perfonnancc

by each Loan Party of the Loan Documents to which it is a party for the legality, validity

or enforceability thereof, except with respect to the Loan Parties for filings and

recordings or other actions in respect of the Liens pursuant to the Collateral Documents,

unless the same has already been obtained and provided to the Lenders. This

Amendment, the Acknowledgment and Consent and the Credit Agreement constitute a

legal, valid and binding obligation of each Loan Party party thereto, enforceable against

each such Loan Party in accordance with their tcnns, except as enforceability may be

limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting the enforcement of creditors' rights generally and by general equitable

principles (whether enforcement is sought by proceedings in equity or at law).

(b) Subject to the temlS of the Orders, the execution, delivery and

perfonnance of this Amendment will not violate any Requirement of Law or any

Contractual Obligation of any Loan Party, and will nOI result in, or require. the creation

or imposition of any Lien on any oftheir respective propcrties or revenues pursuant to

any Requircment of Law or any such Contractual Obligation (other than the Liens created

by the Orders). No Requirement of Law or Contractual Obligation applicable to

Borrower or any of its Subsidiaries could reasonably be expected to have a Material

Adverse Effect.

(c) Each of the representations and warranties made by the Borrower herein

or in or pursuant to the Loan Documents is true and corrcct in allmuterial respects on and

as of the First Amendment Effective Datc as if made on and as ofsuch dale (except that

any represcntation or warranty that by its terms is made as of an earlier date is true and

correct in all material respects as ofsuch earlier date).

(d) After giving effect to this Amendment, no Default or Event of Default has

occurred and is continuing, or will result from the consummation of the transactions

contemplated by this Amendment.

4. Limited Effect. Except as expressly provided hereby, all of the tcnns and

provisions ofthe Credit Agreement and the other Loan Documents are and shall remain in full

force and effect. The amendments, consents and waivers contained herein shall not be construed

as a waivcr or amendment of any other provision of the Credit Agreement or the other Loan

Documents or for any purpose except as expressly sct forth herein or a consent to any further or

future action on the part ofthe Borrower or the Guarantors that would require the waiver or

consent ofthe Lenders.

USAetlVe 16964078.4
3

5. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED

BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK.

6. Miscellaneous. This Amendment may be executed by one or more of the

parties to this Amendment on any number ofseparate counterparts, and all ofsaid counterparts

taken together shall be deemed to constitute one and the same instrument. Copies of this

Amendment siblTlcd by all parties hercto and thereto shall be lodged with the Borrower and each

orthe Lenders. This Amendment may be delivered by facsimile or other electronic transmission

orthe relevant signature pages hereof.

7. Orders. The tenns and conditions hereunder shall be subject to the terms

and conditions ofthe Orders. In the event of any inconsistency between the tenns or conditions

ofthis Amendment and the tenns and conditions of the Orders, the tenns and conditions of the

Orders shall control.

[Signature Pages Follow)

USActive 16964078.4
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be

duly executed and delivered by their respective proper and duly authorized officers as of the day

and year first above written.

MOTORS LIQUIDATION COMPANY

BY//~

Title:

~~~ >"11 'f,<--ioy

[Signature Page to First Amendment]
UNITED STATES DEPARTMENT OF THE

TREASURY, as a Lender

By Name: ~/..n'0&= Duane Morse -----

Title: Chief Risk and Compliance Officer

[Signature Page to First Amendment]
,

EXPORT DEVELOPMENT CANADA, as a

Lender

By rgJl Name:. Chris Timhrell

Title: Sr. Financing Manager

(Signature Page to First Amendment]
EXECUTION VERSION

SECOND AMENDMENT TO

AMENDED AND RESTATED SECURED SUPERPRIORITY

DEBTOR-IN-POSSESSION CREDIT AGREEMENT

SECOND AMENDMENT, dated September 29,2009, but effective as of

September 1, 2009 (this "Amendment") to the AMENDED AND RESTATED SECURED

SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT, dated as ofJuly 10,

2009 (as amended by the First Amendment, dated as ofJuly 29,2009, and as otherwise

amended, supplemented or modified from time to time, the "Credit Agreement"; capitalized

terms used and not defined herein shall have the meanings ascribed to them in the Credit

Agreement), among MOTORS LIQUIDATION COMPANY (flk/a GENERAL MOTORS

CORPORATION), a debtor and debtor-in-possession under Chapter 11 ofthe Bankruptcy Code

(the "Borrower"), the Guarantors, the several lenders from time to time parties thereto (the

"Lenders") and others.

WHEREAS, the Borrower has requested that the Lenders amend certain

provisions ofthe Credit Agreement;

WHEREAS, the Lenders have agreed to make certain amendments to the Credit

Agreement as described herein solely upon the terms and conditions provided for in this

Amendment;

NOW, THEREFORE, in consideration ofthe premises herein contained and for

other good and valuable consideration, the receipt ofwhich is hereby acknowledged, the parties

hereto agree as follows:

1. Amendments to Section 1.1 ofthe Credit Agreement (Defined Terms).

Section 1.1 ofthe Credit Agreement is hereby amended by deleting from the definition of

"Interest Period" appearing therein the phrase "(i) initially, the period commencing on the

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

ending three months thereafter;" and replacing the same with the phrase "(i) initially, the period

commencing on July 10, 2009 and ending three months thereafter;".

2. Amendment to Schedule 1.1B to the Credit Agreement (Guarantors).

Schedule 1.1B to the Credit Agreement is hereby deleted in its entirety and replaced with the

Schedule LIB attached as Exhibit A hereto.

3. Amendment to Schedule 1.1D to the Credit Agreement (Pledgors).

Schedule 1.1D to the Credit Agreement is hereby deleted in its entirety and replaced with the

Schedule 1.1D attached as Exhibit B hereto.

USActive 17234034
2

4. Amendment to Schedule 1.1 G to the Credit Agreement (Excluded

Subsidiaries). Schedule 1.1G to the Credit Agreement is hereby deleted in its entirety and

replaced with the Schedule 1.1 G attached as Exhibit C hereto.

5. Amendment to Schedule 3.10 to the Credit Agreement (Chief Executive

Office and Chief Operating Office). Schedule 3.10 to the Credit Agreement is hereby deleted in

its entirety and replaced with the Schedule 3.10 attached as Exhibit D hereto.

6. Amendment to Schedule 3.15 to the Credit Agreement (Subsidiaries).

Schedule 3.15 to the Credit Agreement is hereby deleted in its entirety and replaced with the

Schedule 3.15 attached as Exhibit E hereto.

7. Amendment to Schedule 3.16 to the Credit Agreement (Ownership of

North American Group Members). Schedule 3.16 to the Credit Agreement is hereby deleted in

its entirety and replaced with the Schedule 3.16 attached as Exhibit F hereto.

8. Amendment to Schedule 3.21 to the Credit Agreement (Jurisdiction and

Recording Offices). Schedule 3.21 to the Credit Agreement is hereby deleted in its entirety and

replaced with the Schedule 3.21 attached as Exhibit G hereto.

9. Amendment to Schedule 3.28 to the Credit Agreement (Excluded

Collateral). Schedule 3.28 to the Credit Agreement is hereby deleted in its entirety and replaced

with the Schedule 3.28 attached as Exhibit H hereto.

10. Accrued Interest. For the avoidance of doubt, the Borrower and the

Lender hereby acknowledge and agree that the aggregate amount ofinterest accrued as of

September 1, 2009 on the Loans is set forth on Schedule 1hereto.

11. Conditions to Effectiveness. This Amendment shall become effective

upon the date (the "Second Amendment Effective Date") on which each Lender shall have

received (i) this Amendment executed and delivered by a duly authorized officer ofthe Borrower

and the Required Lenders and (ii) the Acknowledgement and Consent, dated the date hereof, (the

"Acknowledgement and Consent") executed and delivered by the duly authorized officers ofthe

Guarantors and Pledgors party thereto.

12. Representations and Warranties. The Borrower hereby represents and

warrants to each Lender in each case subject to the Wind-Down, the Orders, the Related Section

363 Transactions, the Cases, the Bankruptcy Code and all orders ofthe Bankruptcy Court issued

in connection with the Cases, that as ofthe Second Amendment Effective Date (before and after

giving effect to this Amendment):

(a) Each Loan Party has all necessary corporate or other power, authority and

legal right to execute, deliver and perform its obligations under this Amendment and the

Acknowledgment and Consent to which it is a party. The execution, delivery and

performance by each Loan Party ofthis Amendment and the Acknowledgment and

Consent to which it is a party has been duly authorized by all necessary corporate or other

action on its part. This Amendment and the Acknowledgment and Consent have been

duly and validly executed and delivered by each Loan Party party thereto and constitutes
3

a legal, valid and binding obligation of all ofthe Loan Parties party thereto, enforceable

against such Loan Parties in accordance with its terms, subject to the Bankruptcy

Exceptions. Except as required under applicable state and federal bankruptcy rules, no

authorizations, approvals or consents of, and no filings or registrations with, any

Governmental Authority, or any other Person, are necessary for the execution, delivery or

performance by each Loan Party ofthis Amendment and the Acknowledgement and

Consent and to which it is a party for the legality, validity or enforceability hereof and

thereof.

(b) Subject to the terms ofthe Orders, the execution and delivery ofthis

Amendment will not (a) conflict with or result in a breach of(i) the charter, by laws,

certificate ofincorporation, operating agreement or similar organizational document of

any Loan Party, (ii) any Requirement of Law, (iii) any Applicable Law, rule or

regulation, or any order, writ, injunction or decree of any Governmental Authority,

(iv) any material Contractual Obligation to which any Loan Party is a party or by which

any ofthem or any oftheir Property is bound or to which any ofthem or any oftheir

Property is subject, or (b) constitute a default under any material Contractual Obligation

to which any Loan Party is a party or by which any ofthem or any oftheir Property is

bound or to which any ofthem or any oftheir Property is subject, or (c) (except for

Permitted Liens) result in the creation or imposition of any Lien upon any property of any

Loan Party, pursuant to the terms of any such agreement or instrument.

(c) Each ofthe representations and warranties made by the Borrower herein

or in or pursuant to the Loan Documents is true and correct in all material respects on and

as ofthe Second Amendment Effective Date as if made on and as ofsuch date (except

that any representation or warranty that by its terms is made as of an earlier date is true

and correct in all material respects as ofsuch earlier date).

(d) After giving effect to this Amendment, no Default or Event of Default has

occurred and is continuing, or will result from the consummation ofthe transactions

contemplated by this Amendment.

13. Limited Effect. Except as expressly provided hereby, all ofthe terms and

provisions ofthe Credit Agreement and the other Loan Documents are and shall remain in full

force and effect. The amendments, consents and waivers contained herein shall not be construed

as a waiver or amendment of any other provision ofthe Credit Agreement or the other Loan

Documents or for any purpose except as expressly set forth herein or a consent to any further or

future action on the part ofthe Borrower or the Guarantors that would require the waiver or

consent ofthe Lenders.

14. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED

BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF

THE STATE OF NEW YORK.

15. Miscellaneous. This Amendment may be executed by one or more ofthe

parties to this Amendment on any number ofseparate counterparts, and all ofsaid counterparts

taken together shall be deemed to constitute one and the same instrument. Copies ofthis
4

Amendment signed by all parties hereto and thereto shall be lodged with the Borrower and each

ofthe Lenders. This Amendment may be delivered by facsimile or other electronic transmission

ofthe relevant signature pages hereof.

16. Orders. The terms and conditions hereunder shall be subject to the terms

and conditions ofthe Orders. In the event of any inconsistency between the terms or conditions

ofthis Amendment and the terms and conditions ofthe Orders, the terms and conditions ofthe

Orders shall control.

[Signature Pages Follow]
IN WITNESS ViHEREOF, the parties hereto have caused this Amendment to be

duly executed and delivered by their respective proper and duly authorized officers as ofIhe day

and year first above ",Titten.

MOTORS LIQUIDATION COMPANY

;/7 .,' ; t/I' / /

By: /1//5)".L·?~_. mme: Kyle Braden

title: Vice President, Secretary ,md Chief

Restructuring Ofticer

[Signature Page to Second Amendmellt]
UNITED STATES DEPARTMENT OF THE

TREASURY, as a Lender

By:.Name:::-'~c...:..:7"'"":""::"":':-:-~x:..::...:-..:.-.#-"'--­ Herbert M. Allison, Jr.

Title: Assistant Secretary for F"

Stability

[Signature Page to Second Amendment]
DAVID STEVENSON

LOAN PDRTFOLIO

MANAGER

EXPORT DEVELOPMENT CANADA, as a

Lender

BY~ Title: Senior AsSet MIIlIgII'

BY:::-::---=..A __~~::.-----=---=-_~ _ Name:

Title:

[Signature Page to Second Amendment]
SCHEDULE I

INTEREST ACCRUED AS OF SEPTEMBER I, 2009

Period

July 10, 2009 -

September 1, 2009

Interest Rate

(Eurodollar Rate

plus Applicable

Margin)

5%

Principal Balance

of the Loans

$1,175,000,000

Accrued Interest

as of September 1,

2009

$8,812,500
Exhibit A

Schedule J.JB

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pursuant to

the Freedom of Information Act, the Access to Information Act and the Freedom of

Information and Protection of Privacy Act, respectively.

Schedule 1.1B

Guarantors

1. MLC of Harlem, Inc. Corporation Delaware

2. Environmental Corporate Remediation Company, Inc. Corporation Delaware

3. Remediation and Liability Management Company, Inc. Corporation Michigan

4. MLCS, LLC Limited Liability Delaware Company

5. MLCS Distribution Corporation Corporation Delaware
Exhibit B

Schedule l.ID

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pnrsuant to

the Freedom of Information Act, the Access to Information Act and the Freedom of

Information and Protection of Privacy Act, respectively.

Schedule 1.1D

Pledgors

I.

2.

3.

Motors Liquidation Company

MLCS,LLC

MLCS Distribution Corporation

Corporation

Corporation

Corporation

Delaware

Delaware

Delaware
Exhibit C

Schedule 1.1G

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the Access

to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Schedule l.lG

Excluded Subsidiaries

Name of Entitv Jurisdiction of Orl!anization

Alternative Energy Services LLC Delaware

Beil Acquisition Corporation Delaware

EI-Mo Holding 1Corporation Delaware

El-Mo Holding n Corporation Delaware

EI-Mo Leasing 11 Corporation Delaware

El-Mo Leasing III Corporation Delaware

El-Mo-Mex, Inc. Delaware

General Motors Capital Trust "D" Delaware

General Motors Capital Trust "G" Delaware

MLC Commercial Corporation Delaware

MLC Export Corporation Delaware

MLC Indonesia, Inc. Delaware

MLC International Operations, Inc. Delaware

General Motors Nova Scotia Finance Company Canada

MLC Receivables Corporation Delaware

General Motors Trade Receivables LLC Delaware

MLC Auto Receivables Co. Delaware

MLC DriverSite Incorporated Delaware

GM Facilities Trust No. 1999-1 Delaware

MLC National Car International, Ltd. Delaware

MLCETR Finance Company Receivables LLC Delaware

MLCETR Service Parts Receivables LLC Delaware

MLCLG Ltd. Delaware

LBK., LLC Delaware

Manual Transmissions of Muncie, LLC Delaware

MLS USA, Inc. Delaware

Motor Enterprises, Inc. Delaware
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the Access

to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Motors Trading Corporation Michigan

New-Cen Commercial Corporation Michij(an

MLC Cars Holdings Overseas Corp. Delaware
Exhibit D

Schedule 3.10

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pursuant to

the Freedom of Information Act, the Access to Information Act and the Freedom of

Information and Protection of Privacy Act, respectively.

Schedule 3.10

Chief Executive Office and ChiefOperating Office

Borrower

Motors Liquidation

Com an

MLC of Harlem, Inc.

300 Renaissance Center

Detroit MI 48265-3000

Guarantors

2485 Second Avenue

New Yor NY 10035

Environmental Corporate

Remediation Company,

Inc.

Remediation and Liability

Management Company,

Inc.

MLCS,LLC

MLCS Distribution

Cor oration

c/o Worldwide Real Estate

200 Renaissance Center

Detroit MI 48265

300 Renaissance Center

Detroit, MI 48265-3000

300 Renaissance Center

Detroit MI 48265-3000

300 Renaissance Center

Detroit, MI 48265-3000
Exhibit E

Schedule 3.15

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Schedule 3.15

Subsidiaries

Alan Reuber MLCT, Inc. I Delaware I Motors 1

100

% 13,652 Common Shares 13,652 Common

Liquidation Shares

Company

18,352 Preferred Shares 120,693 Preferred

Shares

I I

Albany Auto Group, LLC IDelaware IMotors 100% N/A (Uncertificated) N/A

Liquidation (Uncertificated)

Company

Alhambra Pontiac GMC Buick, Inc. I Delaware IMotors 100% 6,491 Preferred Shares 7,585 Preferred

Liquidation Shares

Company

2,415 Common Shares 12,415 Common

Shares

Alternative Energy Services LLC IDelaware I Motors 100% N/A (Uncertificated) N/A

Liquidation (Uncertificated)

Comoanv

Amherst MLCT, Inc. I Delaware I Motors 100% 12,295 Preferred Shares 12,295 Preferred

Liquidation Shares

Company

3,000 Common Shares 13,000 Common

Shares

us_ACTrVE:\43084452\08'143084452_8. DOC\72240.0639
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Anixter International, Inc. Delaware Motors <0.0001% (14

Liquidation Common

Company Shares)

Auburn MLCT, Inc. Delaware Motors 100% 22,150 Preferred Shares 21,150 Preferred

Liquidation Shares

Company

4,100 Common Shares 4,100 common

Shares

Autocity MLC, Inc. Delaware Motors 100% 11,050 Preferred Shares 11,050 Preferred

Liquidation Shares

Company

1,950 Common Shares 1,950 Common

Shares

Beacon MLCT, Inc. Delaware Motors 100% 6,204 Preferred Shares 7,250 preferred

Liquidation Shares

Company

1,750 Common Shares 1,750 Common

Shares

Beil Acquisition Corporation Delaware Motors 100% 100 Common Shares 100 Common

Liquidation Shares

Company

Bennett MLC, Inc. Delaware Motors 100% 17,914 Preferred Shares 21,454 Preferred

Liquidation Shares

Company

3,786 Common Shares 3,786 Common

Shares

Bensonhurst Chevrolet, Inc. Delaware Motors 100% 11,773 Preferred Shares 11,773 Preferred

Liquidation Shares

Company 2,077 Common Shares 2,077 Common

Shares

us AcnVE:'430844S2\08\43084452_8.DOC,72240.0639 2
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Buick-GMC ofMilford, Inc. Delaware Motors 100% 19,300 Preferred Shares 19,300 Preferred

Liquidation Shares

Company 3,400 Common Shares 3,400 Common

Shares

Cadillac of Lynbrook, Inc. Delaware Motors 100% 4,000 Common Shares 4,000 Common

Liqnidation Shares

Company 19,040 Preferred Shares 19,040 Preferred

Shares

Carnahan MLCT, Inc. Delaware Motors 100% 39,331 Preferred Shares 39,331 Preferred

Liquidation Shares

Company 6,941 Common Shares 6,941 Common

Shares

Champion MLC, Inc. Delaware Motors 100% 4,114 Preferred Shares 4,476 Preferred

Liquidation Shares

Company 3,569 Common Shares 3,569 Common

Shares

MLCT ofClarks Summit, Inc. Delaware Motors 100% 7,225 Preferred Shares 7,225 Preferred

Liquidation Shares

Company 1,275 Common Shares 1,275 Common

Shares

MLC of Harlem, Inc. Delaware Motors 100% 10,971 Preferred Shares 10,971 Preferred

Liqnidation Shares

Company 5,000 Common Shares 5,000 Common

Shares

MLC of Chicopee, Inc. Delaware Motors 100% 11,065 Preferred Shares 11,065 Preferred

Liquidation Shares

Company 1,985 Common Shares 1,985 Common

Shares

us_ACTIVE:\43084452\08\430844 52_8. DOC\72240.0639 3
Confidential Treatment Reqnested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Cobb Parkway MLCT, Inc. Delaware Motors 100% 27,931 Preferred Shares 29,347 Preferred

Liquidation Shares

Company

7,500 Common Shares 7,500 Common

Shares

Colchester Chevrolet, Inc. Delaware Motors 65% 5,593 Preferred Shares 8,060 Preferred

Liquidation Shares

Company 3,000 Common Shares 3,000 Common

Shares

Commerce MLC, Inc. Delaware Motors 100% 11,832 Preferred Shares 11,832 Preferred

Liquidation Shares

Company

3,000 Common Shares 3,000 Common

Shares

Commonwealth on the Lynnway, Inc. Delaware Motors 100% 19,962 Preferred Shares 7,00 common

Liquidation shares and

Company 7,000 Common Shares 20,500 preferred

shares

Dadeland MLCT, Inc. Delaware Motors 100% 24,650 Preferred Shares 4,350 common

Liquidation shares and

Company 4,350 Common Shares 24,650 preferred

shares

DDH Investments of South Texas, Inc. Delaware Motors 86% 72,246 Preferred Shares 109,044

Liquidation Preferred Shares

Company 12,116 Common Shares 12,116 Common

Shares

Decatur Buick Pontiac GMC, Inc. Delaware Motors 100% 21,000 Preferred Shares 21,000 Preferred

Liquidation Shares

Company 5,000 Common Shares 5,000 Common

Shares

US~ACTlVE:'A3084452\08'A3084452_8.DOC\72240.0639 4
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Douglaston Chevrolet-Geo, Inc. Delaware Motors 100% 4,222 Preferred Shares 7,408 Preferred

Liquidation Shares

Company 2,592 Common Shares 2,592 Common

Shares

DP Compressors L.L.C. Delaware Motors 100% N/A (Uncertificated) N/A

Liquidation (Uncertificated)

Company

Elk Grove Buick Pontiac GMC, Inc. Delaware Motors 100% 5,649 Preferred Shares 2,250 Common

Liquidation Shares

Company

2,250 Common Shares 5,850 preferred

shares

Elk Grove MLST Auto, Inc. Delaware Motors 100% 6,523 Preferred Shares 3,100 Cornman

Liquidation Shares

Company

3,100 Cornman Shares 6,523 Preferred

Shares

EI-Mo Holding I Corporation Delaware Motors 100% 137,920 Cornman Shares 140,000

Liquidation Cornman Shares

Comoanv

EI-Mo Holding II Corporation Delaware Motors 100% 1,000 Cornman Shares 1,000 Common

Liquidation Shares

Company

EI-Mo Leasing II Corporation Delaware Motors 100% 1,000 Common Shares 1,000 Common

Liquidation Shares

Company

EI-Mo Leasing III Corporation Delaware Motors 100% 1,000 Common Shares 1,000 Common

Liquidation Shares

Company

EI-Mo-Mex, Inc. Delaware Motors 100% 85 Common Shares 100 Common

Liquidation Shares

Comoany

us_ACTIVE:\43084452\08\430S44S2_8.00(\72240.0639 5
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

Environmental Corporate Remediation Delaware Motors 100% 127,400 Common Shares 128,800

Company, Inc. Liquidation Common Shares

Company

Ernie Patti Pontiac GMC, Inc. Delaware Motors 69% 7,902 Preferred Shares 15,000 Preferred

Liquidation Shares

Company

3,500 Common Shares 3,500 Common

Shares

Exeter MLC, Inc. Delaware Motors 100% 17,830 Preferred Shares 17,850 Preferred

Liquidation Shares

Company

3,750 Common Shares 3,750 Common

Shares

Fairway Automotive Group, Inc. Delaware Motors 100% 30,824 Preferred Shares 33,800 Preferred

Liquidation Shares

Company

7,000 Common Shares 7,000 Common

Shares

Falls MLC, Inc. Delaware Motors 100% 42,500 Preferred Shares 42,500 Preferred

Liquidation Shares

Company

7,500 Common Shares 7,500 Common

Shares

Family MLC, Inc. Delaware Motors 100% 15,411 Preferred Shares 15,487 Preferred

Liquidation Shares

Company

2,733 Common Shares 2,733 Common

Shares

us ACT!VE:'43084451108"A3084452_8.DOC\72240.0639 6
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Fernandez MLC, Inc. Delaware Motors 100% 22,582 Preferred Shares 22,582 Preferred

Liquidation Shares

Company

3,985 Common Shares 3,985 Common

Shares

Florence MLC, Inc. Delaware Motors 100% 20,243 Preferred Shares 20,243 Preferred

Liquidation Shares

Company

5,895 Common Shares 5,895 Common

Shares

Freeborough Automotive, Inc. Delaware Motors 70% 16,932 Preferred Shares 20,629 Preferred

Liquidation Shares

Company

7,250 Common Shares 7,250 Common

Shares

Freehold MLCT, Inc. Delaware Motors 100% 5,265 Preferred Shares 7,650 Preferred

Liquidation Shares

Company

1,350 Common Shares 1,350 Common

Shares

Frontier MLCT, Inc. Delaware Motors 100% 9,792 Preferred Shares 3,335 Common

Liquidation Shares

Company

3,335 Common Shares 11,165 Preferred

Shares

GEM Motors, Inc. Delaware Motors 100% 3,053 Preferred Shares 1,050 Common

Liquidation Shares

Company

1,050 Common Shares 5,950 Preferred

Shares

us_ACTIVE:"I0084452\08'43084452_8. Do.072240. 06.19 7
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

General Motors Capital Trust "D" Delaware Motors 100%

Liquidation

Company

General Motors Capital Trust "G" Delaware Motors 100%

Liquidation

Company

MLC Commercial Corporation Delaware Motors 100% 10,000 Common Shares 10,000 Common

Liquidation Shares

Company

MLC Export Corporation Delaware Motors 100% 100 Common Shares 100 Common

Liquidation Shares

Company

MLC Indonesia, Inc. Delaware Motors 100% 1,000 Common Shares 100,000

Liquidation Common Shares

Company

MLC International Operations, Inc. Delaware Motors 100% 1,000 Common Shares 1,000 Common

Liquidation Shares

Companv

General Motors Nova Scotia Finance Canada Motors 100% 18,599,748 Shares 100,000,000,000

Company Liquidation Shares

Company

MLC Receivables Corporation Delaware Motors 100% 100 Common Shares 1,000 Common

Liquidation Shares

Companv

General Motors Trade Receivables LLC Delaware Motors 100% N/A (uncertificated) N/A

Liquidation (uncertificated)

Companv

Gilroy MLCT, Inc. Delaware Motors 100% 29,901 Preferred Shares 20,000 Common

Liquidation Shares

Company

20,000 Common Shares 29,901 Preferred

Shares

us_ACTIV E:\43084452\08\43084452_8.DOC\72240.0639 8
Confidential Treatment Reqnested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

MLC Auto Receivables Co. Delaware Motors 100% 1000 Common Shares 1,000 Common

Liquidation Shares

Comoanv

MLC DriverSite Incorporated Delaware Motors 100% 10 Common Shares 10,000 Common

Liquidation Shares

Company

MLC National Car International, Ltd. Delaware Motors 100% 10 Common Shares 1,000 Common

Liquidation Shares

Comoanv

MLCETR Finance Company Receivables Delaware Motors 100% NIA (uncertificated) N/A

LLC Liquidation (uncertificated)

Company

MLCETR Service Parts Receivables LLC Delaware Motors 100% NIA (uncertificated) N/A

Liquidation (uncertificated)

Company

MLCLGLtd. Delaware Motors 100% NIA (uncertificated) N/A

Liquidation (uncertificated)

Comoanv

Hawaii Automotive Retailing Group, Inc. Delaware Motors 72% 20,645 Preferred Shares 28,000 Preferred

Liquidation Shares

Company

8,000 Common Shares 8,000 Common

Shares

Hope Automotive, Inc. Delaware Motors 100% 5,713 Preferred Shares 9,272 Preferred

Liquidation Shares

Company

1,550 Common Shares 1,625 Common

Shares

InQBate Corporation Delaware Motors >1%

Liquidation (II Common

Company Shares)

us_ACTlVE:\43084452108\43084452_8.DOC\72240.0639 9
Confidential Treatment Reqnested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

Integrity Saturn ofChattanooga, Inc. Delaware Motors 80% 13,909 Preferred Shares 30,800 Preferred

Liquidation Shares

Company

3,500 Common Shares 3,500 Common

Shares

Jennings Motors, Inc. Delaware Motors 100% 99 Preferred Shares 99 Preferred

Liquidation Shares

Company 1 Common Shares 1 Common

Shares

John H. Powell Jr. Chevrolet Oldsmobile, Delaware Motors 100% 15,316 Preferred Shares 24,225 Preferred

Inc. Liquidation Shares

Company

4,275 Common Shares 4,275 Common

Shares

Joseph Motors, Inc. Delaware Motors 100% 8,500 Preferred Shares 8,500 Preferred

Liquidation Shares

Company

2,500 Common Shares 2,500 Common

Shares

Kaufman Automotive Group, Inc. Delaware Motors 100% 18,275 Preferred Shares 18,275 Preferred

Liquidation Shares

Company

3,225 Common Shares 3,230 Common

Shares

Kings Mountain MLCT, Inc. Delaware Motors 100% 9,625 Preferred Shares 10,525 Preferred

Liquidation Shares

Company

2,250 Common Shares 2,250 Common

Shares

US_ACTIVE;'A30&4452;08\43084452 8.00(';72240.0639 10
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

LBK, LLC Delaware Motors 100% N/A (uncertificated) N/A

Liquidation (uncertificated)

Company

Leo Stec MLST, Inc. Delaware Motors 100% 37,008 Preferred Shares 37,2 I9 Preferred

Liquidation Shares

Company

10,000 Common Shares 10,000 Common

Shares

Lexington Motors, Inc. Delaware Motors 72% 8,442 Preferred Shares 8,442 Preferred

Liquidation Shares

Company

3,250 Common Shares 3,250 Common

Shares

Lou Sobh Cerritos Saturn, Inc. Delaware Motors 82% 30,02 I Preferred Shares 56,956 Preferred

Liquidation Shares

Company

6,500 Common Shares 6,500 Common

Shares

Lou Sobh Saturn ofElmhurst, Inc. Delaware Lou Sobh 100%

Saturn, Inc.

Lou Sobh Saturn, Inc. Delaware Motors 85% 6I,028 Preferred Shares 7I,724 Preferred

Liquidation Shares

Company

10,557 Common Shares 10,557 Common

Shares

Lowell MLC, Inc. Delaware Motors 100% 5,684 Preferred Shares 6,359 Preferred

Liquidation Shares

Company

2,000 Common Shares 2,000 Common

Shares

US~ACTIVE;i43084452'08143084452_8.DOC\72240.0639 11
Confidential Treatment Reqnested by Motors Liqnidation Company Pnrsuant to the Freedom of Information Act, the

Access to Information Act and the Freedom ofInformation and Protection of Privacy Act, respectively.

Manual Transmissions of Muncie, LLC Delaware Motors 100% N/A (uncertificated) N/A

Liquidation (uncertificated)

Company

Martino MLC, Inc. Delaware Motors 100% 25,768 Preferred Shares 25,821 Preferred

Liquidation Shares

Company

2,260 Common Shares 5,140 Common

Shares

MDIP-NorCal, Inc. Delaware Motors 100% 100 Common Shares 1,000 Common

Liquidation Shares

Company

Merry MLC, Inc. Delaware Motors 100% 15,562 Preferred Shares 22,000 Preferred

Liquidation Shares

Company

4,723 Class A Common 8,000 class A

Shares Common Shares

2,345 Class B Common 10,000 class B

Shares Common Shares

Metro MLCT, Inc. Delaware Motors 100% 28,060 Preferred Shares 28,060 Preferred

Liquidation Shares

Company

4,952 Common Shares 4,952 Common

Shares

Metropolitan Auto Center, Inc. Delaware Motors 100% 11,836 Preferred Shares 12,750 Preferred

Liquidation Shares

Company

4,250 Common Shares 4,250 Common

Shares

us_ACTIVE:\4)084452\08'A3084452_8.DOC\72240.0639 12
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Miami Lakes MLP, Inc. Delaware Motors 100% 7,986 Preferred Shares 9,672 Preferred

Liquidation Shares

Company

7,585 Common Shares 7,585 Common

Shares

Millington Chevrolet, Inc. Delaware Motors 100% 8,144 Preferred Shares 8,144 Preferred

Liquidation Shares

Company

3,000 Common Shares 3,000 Common

Shares

Miracle Mile MLC, Inc. Delaware Motors 100% 10,314 Preferred Shares 10,314 Preferred

Liquidation Shares

Company

4,420 Common Shares 4,420 Common

Shares

Motor Enterprises, Inc. Delaware Motors 100% 10,000 Common Shares 80,000 Common

Liquidation Shares

Company

20,000 Preferred

Shares

Motors Trading Corporation Michigan Motors 100% 36,000 Common Shares 50,000 Common

Liquidation Shares

Company

Multiple Dealerships Holdings of Albany, Delaware Motors 100% 10 Common Shares 100 Common

Inc. Liquidation Shares

Companv

us_ACTIVE:\43084451\08\43084452 ~8.DOC\72240.0639 13
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

New Castle Automotive, Inc. Delaware Motors 100% 13,341 Preferred Shares 13,683 Preferred

Liquidation Shares

Company

2,420 Common Shares 2,420 Common

Shares

New Rochelle MLCT, Inc. Delaware Motors 100% 11,715 Preferred Shares 12,320 Preferred

Liquidation Shares

Company

2,100 Common Shares 2,180 Common

Shares

New United Motor Manufucturing Inc. California Motors 50% 10,000 Series A

Liquidation Common Shares

Company

10,000 Series B

Common Shares

New-Cen Commercial Corporation Michigan Motors 100% 71,570 Common Shares 85,300 Common

Liquidation Shares

Company

North Bay Auto Group, LLC Delaware Motors 100% N/A (uncertificated) N/A

Liquidation (uncertificated)

Companv

North Orange County MLST, Inc. Delaware Motors 100% 20,927 Preferred Shares 20,927 Preferred

Liquidation Shares

Company

3,693 Common Shares 3,693 Common

Shares

Northpoint MLC Truck, Inc. Delaware Motors 100% 23,570 Preferred Shares 23,570 Preferred

Liquidation Shares

Company

4,160 Class A Common 4,160 Class A

Shares Common Shares

US_ACTIVE:\43084452\08\43084452_8. DO('\72240.0639 14
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom oflnformation Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Oakland Automotive Center, Inc. Delaware Motors 100% 20,404 Preferred Shares 21 ,230 Preferred

Liquidation Shares

Company

5,250 Common Shares 5,250 Common

Shares

Pacific Dealership Group, Inc. Delaware Motors 100% 15,500 Preferred Shares 15,500 Preferred

Liquidation Shares

Company

2,750 Common Shares 2,750 Common

Shares

Park Plaines MLCT, Inc. Delaware Motors 100% 2,394 Common Shares 2,394 Common

Liquidation Shares

Company

9,106 Preferred

Shares

Peninsula MLC, Inc. Delaware Motors 100% 6,615 Preferred Shares 13,1 75 Preferred

Liquidation Shares

Company

2,325 Common Shares 2,325 Common

Shares

Pontiac Buick GMC of Abilene, Inc. Delaware Motors 100% 14,414 Preferred Shares 22,100 Preferred

Liquidation Shares

Company

3,900 Common Shares 3,900 Common

Shares

Pontiac GMC of Latham, Inc. Delaware Motors 100% 18,201 Preferred Shares 18,800 Preferred

Liquidation Shares

Company

5,500 Common Shares 5,500 Common

Shares

US_ACTIVE:\43084452\08143084452_8.DOC'\72240.0639 15
Confidential Treatment Reqnested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Port Arthur Chevrolet, Inc. Delaware Motors 100% 17,833 Preferred Shares 18,289 Preferred

Liquidation Shares

Company

3,228 Common Shares 3,228 Common

Shares

Premier Investment Group, Inc. Delaware Motors 100% 1,000 Common Shares 1,000 Common

Liquidation Shares

Company

Prestige Saturn ofJacksonville, Inc. Delaware Motors 65% 26,070 Preferred Shares 56,800 Preferred

Liquidation Shares

Company

14,000 Common Shares 14,000 Common

Shares

Puente Hills Pontiac GMC Buick, Inc. Delaware Motors 100% 22,598 Preferred Shares 25,500 Preferred

Liquidation Shares

Company

4,500 Common Shares 4,500 Common

Shares

Rancho Mirada MLCT, Inc. Delaware Motors 100% 14,573 Preferred Shares 18,224 Preferred

Liquidation Shares

Company

3,216 Common Shares 3,216 Common

Shares

Remediation and Liability Management Michigan Motors 100% 100 Common Shares 1,000 Common

Company, Inc. Liquidation Shares

Company

1,000,000

Preferred Shares

Riverfront Development Corporation Delaware Motors 100% 120,000 Common Shares 120,000 Shares

Liquidation

Company

US_ACTlVE:143084452108'43084452_8.0OC\72240.0639 16
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

MLC Cars Holdings Overseas Corp. Delaware Motors 100% 100 Common Shares 5,000 Common

Liquidation Shares

Company

San Francisco Multiple Dealer Holdings, Delaware Motors 100% 1000 Common Shares 1,000 Shares

Inc. Liquidation

Company

MLCS,LLC Delaware Motors 100% N/A (uncertificated) N/A

Liquidation (uncertificated)

Comnanv

MLCS Distribution Corporation Delaware Saturn, LLC 100% N/A (uncertificated) N/A

(uncertificated)

Saturn of Central Florida, Inc. Delaware Motors 88% 80,528 Preferred Shares 103,993

Liquidation Preferred Shares

Company

11,555 Common Shares 11,555 Common

Shares

Saturn ofCharlotte Market Area, Inc. Delaware Motors 57% 21,334 Preferred Shares 68,540 Preferred

Liquidation Shares

Company

16,250 Common Shares 16,250 Common

Shares

Saturn ofNew York City, Inc. Delaware Motors 100% 25,075 Preferred Shares 4,425 Common

Liquidation Shares

Company

4,425 Common Shares 25,075 Preferred

Shares

Saturn ofOntario, Inc. Delaware Motors 100% 6,570 Preferred Shares 2,000 Common

Liquidation Shares

Company

2,000 Common Shares 8,000 Preferred

Shares

US_ACTIVE:\43084452\08'A30844S1_8.DOC\72240,0639 17
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

-------

Saturn of Raleigh Market Area, Inc. Delaware Motors 69% 31,535 Preferred 76,823 Preferred

Liquidation Shares

Company

14,100 Common Shares 14,100 Common

Shares

Saturn ofWilkes Barre, Inc. Delaware Motors 79% 8,595 Preferred Shares 13,233 Preferred

Liquidation Shares

Company

2,430 Common Shares 2,430 Common

Shares

Saturn Retail ofSouth Carolina, LLC Delaware Motors 100% 100 Membership Interests 100 Membership

Liquidation Interests

Company

Sherwood Pontiac Buick GMC, Inc. Delaware Motors 100% 18,187 Preferred Shares 19,550 Preferred

Liquidation Shares

Company

3,450 Common Shares 3,450 Common

Shares

Simpsonville MLCT, Inc. Delaware Motors 100% 15,433 Preferred Shares 26,350 Preferred

Liquidation Shares

Company

4,650 Common Shares 4,650 Common

Shares

Tampa Bay MLB, Inc. Delaware Motors 100% 38,376 Preferred Shares 42,500 Preferred

Liquidation Shares

Company

7,500 Common Shares 7,500 Common

Shares

Tiens Biotech Group (USA), Inc. Delaware Motors <0.1%

Liquidation

Company

US_ACTIVE:'43084452\08143084452_8.DOC\7224U.0639 18
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Torrance Buick GMC, Inc. Delaware Motors 100% 34,000 Preferred Shares 34,000 Preferred

Liquidation Shares

Company

6,000 Common Shares 6,000 Common

Shares

Tracy MLP MLCC, Inc. Delaware Motors 100% 8,144 Preferred Shares 8,250 Preferred

Liquidation Shares

Company

4,686 Common Shares 6,000 Common

Shares

Trenton MLCT, Inc. Delaware Motors 100% 2,268 Preferred Shares 9,768 Preferred

Liquidation Shares

Company

2,000 Common Shares 2,000 Common

Shares

TX Holdco, LLC Delaware Motors 99% N/A (Uncertificated) N/A

Liquidation (uncertificated)

Company

Valley Stream Automotive, Inc. Delaware Motors 100% 14,269 Preferred Shares 18,I00 Preferred

Liquidation Shares

Company

3,400 Common Shares 3,400 Common

Shares

Valley Stream Motors, Inc. Delaware Motors 100% 13,000 Preferred Shares 13,000 Preferred

Liquidation Shares

Company

6,000 Common Shares 6,000 Common

Shares

US_ACTIVE:'43Q8445Z',08'!43084452_8. DOC\72240.0639 19
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Vanguard Car Rental USA Inc. Delaware Motors 0.83% N/A 200 Common

Liquidation Shares

Company

1,000 Preferred

Shares

Vector SCM, LLC Delaware Motors 100% N/A (Uncertificated) N/A

Liquidation (uncertificated)

Company

W. Babylon MLCT, Inc. Delaware Motors 100% 7,012 Preferred Shares 12,600 Preferred

Liquidation Shares

Company

2,400 Common Shares 2,400 Common

Shares

Walsh MLCT, Inc. Delaware Motors 100% 36,890 Preferred Shares 36,890 Preferred

Liquidation Shares

Company

14,000 Common Shares 14,000 Common

Shares

Washington MLCT, Inc. Delaware Motors 100% 17,756 Preferred Shares 28,408 Preferred

Liquidation Shares

Company

3,500 Common Shares 3,500 Common

Shares

Westminster MLC, Inc. Delaware Motors 100% 21,403 Preferred Shares 22,618 Preferred

Liquidation Shares

Company

3,992 Common Shares 3,992 Common

Shares

Vector SCM Asia Pacific Pte. Ltd. Singapore Vector SCM, 100% N/A (Uncertificated) N/A

LLC (Uncertiticated)

us_ACTIV1:::\A3084452\08\43084452_8. DQC\72240.0639 20
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Vector SCM Shanghai Ltd. China Vector SCM, 100% N/A (Uncertificated) N/A

LLC (Uncertificated)

Vector SCM do Brasil Ltda. Brazil Vector SCM, 100% N/A (Uncertificated) N/A

LLC (Uncertificated)

Vector SCM Mexico S. Del C.B. Mexico Vector SCM, 100% N/A (Uncertificated) N/A

LLC (Uncertificated)

MLS USA, Inc. Delaware GMLGLtd. 100% N/A 2,500 Class A

Common Shares

2,500 Class B

Common Shares

MLCRH Kansas City, Inc. Delaware Multiple 100% N/A 100 Common

Dealerships Shares

Holdings of

Albany, Inc.

MLCRH Philadelphia, Inc. Delaware Multiple 100% N/A 100 Common

Dealerships Shares

Holdings of

Albany, Inc.

MLCRH Pittsburgh, Inc. Delaware Multiple 100% N/A 100 Common

Dealerships Shares

Holdings of

Albany, Inc.

MLCRH Seattle, Inc. Delaware Multiple 100% N/A 100 Common

Dealerships Shares

Holdings of

Albany, Inc.

US_ACTlVE:\43084452\08\43084452]DOC\72240.0639 21
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

MLCRH St. Louis, Inc. Delaware Multiple 100% N/A 100 Common

Dealerships Shares

Holdings of

Albany, Inc.

MLCRHLA, Inc. Delaware Multiple 100% N/A 100 Common

Dealerships Shares

Holdings of

Albany, Inc.

GM Facilities Trust No. 1999-1 Delaware Motors 100% N/A N/A

Liquidation

Company

General Motors Strasbourg, S.A. France Motors 100%

Liquidation

Company

General Motors Foreign Sales Corporation Barbados Motors 100% 1,000 Shares N/A

Liquidation

Company

us_ACHV E:\43084452\08'43084452_8. DOC',72240.0639 22
Exhibit F

Schedule 3.16

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Schedule 3.16

Ownership ofNorth American Group Members

MLC of Harlem, Inc. Corporation Delaware Motors Liquidation I 100%

Company

Environmental Corporate Corporation Delaware Motors Liquidation I 100% Remediation Company,

Inc. Company

Remediation and Liability Corporation Micbigan Motors Liquidation Management Company, I 100%

Inc. Company

MLCS,LLC Limited Liability Delaware Motors Liquidation I 100%

Comoanv Comoanv

MLCS Distribution Corporation Delaware MLCS,LLC I 100%

Corporation

•
Exhibit G

Schedule 3.21

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pursuant to the Freedom of Information Act, the

Access to Information Act and the Freedom of Information and Protection of Privacy Act, respectively.

Schedule 3.21

Jurisdictions and Recording Offices

MLCS,LLC

MLCS Distribution Corporation

Environmental Corporate Remediation

Company, Inc.

Remediation and Liability

Manae:ement Comoanv, Inc.

Corporation

Corporation

Limited Liability

COIDDan

Corporation

Corporation

Corporation

Delaware

Delaware

Delaware

Michigan

Delaware - Secretan of State

Delaware - SecretarY of State

Delaware - Secretary of State

Delaware - Secretary of State

Delaware - Secretary of State

Micbigan - Secretary of State

U.S. Patent and Trademark Collateral

U.S. Copvrieht Collateral

United States Patent and Trademark Office

United States Copvril,ht Office
Exhibit H

Schedule 3.28

See Attached.
Confidential Treatment Requested by Motors Liquidation Company Pursuant to

the Freedom of Information Act, the Access to Information Act and the Freedom of

Information and Protectiou of Privacy Act, respectively.

Schedule 3.28

Excluded Collateral

EXCLUDED COLLATERAL

Set forth on Schedule 3.28 is a complete and accurate list of the types ofProperty

ofthe Loan Parties that shall be excluded from the Collateral (collectively, "Excluded

Collateral"):

(i) more than (a) 65% of the voting equity in any Foreign 956 Subsidiary and

(b) more than 65% or such greater percentage of the voting equity in any

Domestic 956 Subsidiary or Other Foreign 956 Subsidiary whose pledge would

result in an indirect pledge of more than 65% of any Foreign 956 Subsidiary's

total outstanding voting equity, in each case, except for any additional equity that

was pledged under the Existing UST Term Loan Agreement.

(ii) any Capital Stock owned by the Borrower or any Guarantor in any of the

Subsidiaries identified on Annex I hereto (other than Capital Stock in Saturn,

LLC);

(iii) assets that give rise to tax-exempt interest income within the meaning of

Section 265(a)(2) ofthe Internal Revenue Code of 1986, as amended from time to

time;

(iv) 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;

(v) any property of the Borrower or any Guarantor acquired with (a) funds obtained

from the Government of the United States, including proceeds of any loan

obtained under Section 136 ofthe EISA (as defined in the UST Loan Agreement)

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
Confidential Treatment Requested by Motors Liqnidation Company Pursuant to

the Freedom of Iuformation Act, the Access to Information Act and the Freedom of

Information and Protection of Privacy Act, respectively.

from any other person (other than the Borrower or any of its affiliates) that has

not been obtained;

(vi) any Property 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 (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 ofits Affiliates) that has not been obtained;

(vii) motor vehicles owned by Non-Debtors situated in a jurisdiction in which the

perfection of a security interest is excluded from the Uniform Commercial Code;

(viii) all intent-to-use trademark applications owned by each North American Group

Member for which neither a statement of use nor amendment to allege use has

been filed are deemed Collateral, except that such applications shall constitute

Excluded Collateral but only for as long as (and only to the extent that) the grant

of a security interest therein would invalidate or terminate such applications and

provided that such applications will automatically become Collateral and be

subject to the terms and conditions ofthe Agreement once a statement of use or

an amendment to allege use has been filed and accepted;

(ix) 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 fonn, including cash or cash equivalents; and

(x) New GM Equity Interests.

Annex 1 to Schedule 3.28

EXCLUDED COLLATERAL

THE ENTIRE OUTSTANDING CAPITAL STOCK OF THE FOLLOWING

SUBSIDIARIES AND JOINT VENTURES:

a. Domestic Entities

Anixter International, Inc.

General Motors Ca ital Trust "D"

General Motors Ca ital Trust "G"

GM Facilities Trust No. 1999-1

MLCRH Kansas Cit, Inc.

MLCRH Philadel hia, Inc.

MLCRH Pittsbur , Inc.

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware

Delaware
Confidential Treatment Requested by Motors Liquidation Company Pursuant to

the Freedom of Information Act, the Access to Information Act and the Freedom of

Information and Protection of Privacy Act, respectively.

MLCRH Seattle, Inc. Delaware

MLCRH St. Louis, Inc. Delaware

MLCRHLA, Inc. Delaware

InQBate Corporation Delaware

LBK,LLC Delaware

Lou Sobh Saturn of Elmhurst, Inc. Delaware

MLS USA, Inc. (flkJa Moog-Lotus Systems Limited) Delaware

New United Motor Manufacturing Inc. California

Tiens Biotech Group (USA), Inc. Delaware

Vanguard Car Rental USA, Inc. Delaware

b. Foreign Entities

General Motors Foreign Sales Corporation Barbados

General Motors Strasbourg S.A.S. France

General Motors Nova Scotia Finance Company Canada

Vector SCM Asia Pacific Pte. Ltd. Singapore

Vector SCM Shanghai Ltd. China

Vector SCM do Brasil Ltda. Brazil

Vector SCM Mexico S. Del C.B. Mexico