Second Post-Closing Matters Letter dated February 19, 2009



 Exhibit 10.1 
 EXECUTION COPY 
 SECOND POST-CLOSING MATTERS LETTER 
 February 19, 2009 
 United States Department of the Treasury

 1500 Pennsylvania Avenue, NW 
 Washington, D.C. 20220

 Attention: Chief Counsel Office of Financial Stability 
 Facsimile (202) 927-9219 
 Re: Second Post-Closing Matters Letter (this “Letter”) to the Loan and Security
Agreement: 
 Reference is made to the Loan and Security Agreement, dated as of December 31, 2008, by and among General Motors
Corporation, as borrower (the “Borrower”), certain Subsidiaries of the Borrower and the United States Department of the Treasury as lender (the “Lender”), as amended and modified by (i) that certain
Post-Closing Letter Agreement, by and among the Borrower, certain Subsidiaries of the Borrower and the Lender, dated as of December 31, 2008 (the “Post-Closing Letter Agreement”), (ii) that certain Notice of Borrowing and
Post-Closing Matters Letter, from the Borrower to the Lender, dated as of January 21, 2009, (iii) that certain Consent and Waiver Number One, between the Borrower and the Lender, dated as of January 29, 2009 and (iv) that certain
Waiver, between the Borrower and the Lender, dated as of February 17, 2009 (as may further be amended, supplemented or otherwise modified, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall
have the meaning given them in the Loan Agreement. 
 1. MODIFICATIONS 
 The Borrower and the Lender hereby agree: 
 1.1 Effective as of February 17, to amend Section 7 of the Loan Agreement by deleting Section 7.21 thereof in its entirety and substituting the following therefor: 
 7.21 [RESERVED]. 
 1.2 Effective as of the
Effective Date, to amend Section 8.07 of the Loan Agreement by deleting the words “Senior Loans” therein and substituting the words “Senior Lien Loans” therefor. 
 1.3 Effective as of February 18, 2009, to postpone the requirements of Section II 3. of the Post-Closing Letter Agreement with respect to each
property listed on Schedule A hereto (the “Designated Real Property”) to not later than March 1, 2009; provided in each case that required consents to the applicable mortgage have been obtained by Borrower, as indicated
on Schedule A. 
 1.4 Effective as of February 18, 2009, to release each property listed on Schedule B hereto from the requirements of
Section II 3. of the Post-Closing Letter Agreement and to delete each such property from Schedule 5(b) of the Post-Closing Letter Agreement. 
 1.5 Effective as of February 18, 2009, to subject each property listed on Schedule C hereto to the requirements of Section II 3. of the Post-Closing Letter Agreement; provided that the date for satisfaction of such requirements with
respect to each such property shall be by March 27, 2009. 







 1.6 Effective as of the Effective Date, to include in the definition of Excluded Collateral each property
listed on Schedule B hereto, including all Property or other assets (other than inventory) located at such property. 
 1.7 Effective
as of February 18, 2009, to postpone the requirements of Section II 3. of the Post-Closing Letter Agreement with respect to the property known as One General Motors Circle Building, located in Onondaga County, Michigan, to not later than
March 16, 2009. 
 1.8 Effective as of February 18, 2009, to release the property known as Delphi Site Vacant Land, located in
Genessee County, Michigan, from the requirements of Section II 3. of the Post-Closing Letter Agreement and to remove such property from Schedule 5(b) of the Post-Closing Letter Agreement; provided that the Borrower shall satisfy or cause to be
satisfied all of the requirements of Section II 3. with respect to such property within five (5) Business Days after receipt of a written request from the Lender do so. 
 2. LIMITATION OF MODIFICATIONS 
 2.1 This Letter is limited precisely as
written and shall not be deemed to be a consent to a waiver, amendment or modification of any other term or condition of the Loan Agreement, the other Loan Documents, or any of the documents referred to therein or executed in connection therewith
except as provided in Section 1 hereof and this Letter shall not be considered a novation. 
 2.2 This Letter shall not prejudice any
right or rights the Lender may now have or may have in the future under or in connection with the Loan Agreement, the other Loan Documents or any documents referred to therein or executed in connection therewith. 
 2.3 This Letter shall be deemed to be a Loan Document for all purposes of the Loan Agreement. 
 3. REPRESENTATIONS AND WARRANTIES 
 After giving effect to this Letter,
the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all material respects, and no Default or Event of Default has occurred and is continuing on and as of the date of this Letter. 
 4. FEES AND EXPENSES 
 The
Borrower agrees to pay or reimburse the Lender for all reasonable fees and out of pocket expenses incurred by the Lender in connection with the documentation of this Letter (including all reasonable fees and out of pocket costs and expenses of the
Lender’s legal counsel incurred in connection with this Letter), in accordance with Section 11.03(b) of the Loan Agreement. 
 5.
CONDITIONS PRECEDENT 
 This Letter shall become effective as of the date hereof upon the receipt by the Lender of a duly executed
copy of this Letter. 







 6. MISCELLANEOUS 
 6.1 Construction. This Letter is executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated therein) be construed,
administered or applied in accordance with the terms and provisions thereof. No provision of this Letter shall be construed against or interpreted to the disadvantage of the Lender or the Borrower by reason of the Lender or the Borrower having or
being deemed to have structured or drafted such provision of this Letter . Whenever either the Loan Agreement or the Post-Closing Letter Agreement is referred to in the Loan Agreement, any other Loan Documents or any of the instruments, agreements
or other documents or papers executed and delivered in connection therewith, it shall be deemed to mean the Loan Agreement or the Post-Closing Letter Agreement, as applicable, as amended and modified hereby. 
 6.2 Counterparts. This Letter may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original,
and all such counterparts shall constitute one and the same instrument. The parties agree that this Letter may be transmitted between them by email and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures
such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested. 
 6.3 Governing Law. This Letter shall be governed by and construed in accordance with the applicable terms and provisions of Section 11.10 (Governing Law) of the Loan Agreement, which terms and provisions
are incorporated herein by reference. 
 6.4 Successors and Assigns. This Letter shall be binding upon and inure to the benefit of the
parties hereto and to their respective successors and assigns. 
 6.5 Entire Agreement; Modification. Except as expressly provided in
this Letter , the Loan Agreement is, and shall continue to be, in full force and effect in accordance with its terms, without amendment thereto, and is, in all respects, ratified and confirmed. This Letter is intended by the parties hereto to be the
final expression of their agreement with respect to the subject matter hereof and is the complete and exclusive statements of the terms thereof, notwithstanding any representations, statements or agreements to the contrary heretofore made. This
Letter may be modified only by a written instrument signed by each of the parties hereto. 
 6.6 Headings. The headings, captions and
arrangements used in this Letter are for reference purposes only and shall not affect the meaning or interpretation of this Letter. 
 [SIGNATURE PAGE FOLLOWS] 







 IN WITNESS WHEREOF, the parties hereto have caused
this Second Post Closing Matters Letter to the Loan and Security Agreement to be duly executed by their respective authorized officers as of the 19th day of February, 2009. 
  

			
	Very truly yours,
	
	 GENERAL MOTORS CORPORATION,
 as
Borrower

		
	By:	 	 /s/ Adil Mistry

	Name:	 	Adil Mistry
	Title:	 	Assistant Treasurer


 ACKNOWLEDGED AND AGREED: 
  

			
	THE UNITED STATES DEPARTMENT OF THE TREASURY,
	as Lender
		
	By:	 	 /s/ Neel Kashkari

	Name:	 	Neel Kashkari
	Title:	 	Interim Assistant Secretary for Financial Stability








 SCHEDULE A: 
 Designated Real Property 
  

					
	 Property
 State
	  	 Property
 City
	  	 Property Designation

	 California
	  	Fremont	  	Fremont Dealership
	 California
	  	Menlo Park	  	Tyco Dealership
	 Illinois
	  	Hodgkins	  	Hodgkins Dealership








 SCHEDULE B: 
 Excluded Property 
  

					
	 Property
 State
	  	 Property
 County
	  	 Property Designation

	Kansas	  	Wyandotte	  	Fairfax Vacant Land
	Massachusetts	  	Worcester	  	Westborough Dealership
	Michigan	  	Saginaw	  	Saginaw Administration Site
	Ohio	  	Cuyahoga	  	Parma Vacant Land
	Tennessee	  	Williamson	  	Office Building (located on Spring Hill Campus)
	Georgia	  	DeKalb	  	Doraville Building








 SCHEDULE C: 
 Additional Property to be Mortgaged* 
  

							
	 Property
State
	  	 Property
City
	  	 Property Designation
	  	 Property Street Address

	California	  	Northridge	  	Competition Chevrolet Dealership	  	18600 Devonshire
	California	  	San Jose	  	Courtesy Chevrolet Dealership	  	3640 Stevens Creek Boulevard
	Colorado	  	Aurora	  	GM High Altitude Vehicle Emission lab	  	2022 Helena Street, Unit A
	Michigan	  	Burton	  	Davison Road land	  	TBD
	Michigan	  	Delta	  	SOD Farm Lease Agreement	  	80 Acres, NW corner of Nixon Road and Milet
	Michigan	  	Detroit	  	RenCen Land – West	  	Land located west of Randolph Road
	Michigan	  	Lansing	  	Former Plant 5	  	2901 South Canal Road
	Michigan	  	Lansing	  	Friendship Baptist Church (Land)	  	925 West Main Street, with adjacent parking lot
	Michigan	  	Livonia	  	Former Delco Chassis Plant (Land)	  	12950 Eckles Road
	Michigan	  	Mt. Morris	  	Stanley Road Land	  	Stanley Road
	Michigan	  	Pontiac	  	Land	  	652 Meadow Drive
	Michigan	  	Pontiac	  	Land	  	Baseball Park North of Columbia
	Michigan	  	Pontiac	  	Land	  	642 Meadow Drive
	Michigan	  	Pontiac	  	Land	  	631 Meadow Drive
	Michigan	  	Pontiac	  	Land	  	607 Meadow Drive
	Michigan	  	Pontiac	  	ACG – Penske Site Land	  	675 Oakland Avenue
	Michigan	  	Saginaw	  	Land	  	700 Garey Street
	Michigan	  	Ypsilanti	  	Land	  	Textile Road
	Missouri	  	Kansas City	  	Leed’s Assembly Plant Land	  	6817 Stadium Drive
	Ohio	  	Lordstown	  	RFO – Lordstown (Office)	  	1829 Hallock Young Road
	Tennessee	  	Spring Hill	  	Land (less 98 acres Rippavilla Mansion donation property/civil war historical site)	  	TBD
	Texas	  	Nederland	  	JK Chevrolet Dealership	  	1451 Highway 69 North
	Washington	  	Issaquah	  	Issaquah Motors, Inc. Dealership	  	1601 18th Avenue NW

  

	*	Properties remain subject to title review to confirm whether mortgageable. If the title review reveals that a property is not mortgageable, and such property is not Excluded
Collateral, Borrower shall use its best effrots to take such actions necessary to make such property mortgageable.