Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 1 of 58
EXECUTION COPY

MASTER SALE AND PURCHASE AGREEMENT

GENERAL MOTORS CORPORATION,

SATURN LLC,

SATURN DISTRIBUTION CORPORATION

AND

CHEVROLET-SATURN OF HARLEM, INC.,

as Sellers

AND

VEHICLE ACQUISITION HOLDINGS LLC,

as Purchaser

DATED AS OF

JUNE 1, 2~)09

Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 2 of 58
TABLE OF CONTENTS

DESCRIPTION PAGE

ARTICLE I DEFINITIONS ........................................................................................................... 2

bection 171

Section 1.2

ITfffined Terms ............................................................................................. 2

Other Interpretive Provisions ..................................................................... 20

ARTICLE II PURCHASE AND SALE ....................................................................................... 21

Section 2.1

Section 2.2

Section 2.3

Section 2.4

Purchase and Sale of Assets; Assumption of Liabilities ............................ 21

Purchased and Excluded Assets ................................................................. 21

Assumed and Retained Liabilities ............................................................. 26

Non-Assignability ...................................................................................... 29

ARTICLE III CLOSING; PURCHASE PRICE ...........................................................................31

Section 3.1

Section 3.2

Section 3.3

Section 3.4

Closing.......................................................................................................31

Purchase Price.. ..........................................................................................31

Allocation ...................................................................................................32

Prorations ...................................................................................................33

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF SELLERS ............................. 34

Section 4.1

Section 4.2

Section 4.3

Section 4.4

Section 4.5

Section 4.6

Section 4.7

Section 4.8

Section 4.9

Section 4.10

Section 4.11

Section 4.12

Section 4.13

Section 4.14

Section 4.15

Section 4.16

Section 4.17

Section 4.18

Section 4.19

Section 4.20

Section 4.21

Organization and Good Standing ............................................................... 34

Authorization; Enforceability .................................................................... 34

Noncontravention; Consents ...................................................................... 34

Subsidiaries ................................................................................................35

Reports and Financial Statements; Internal Controls ................................. 35

Absence of Certain Changes and Events ................................................... 36

Title to and Sufficiency of Assets .............................................................. 38

Compliance with Laws; Permits ................................................................ 38

Environmental Laws .................................................................................. 39

Employee Benefit Plans ............................................................................. 39

Labor Matters .............................................................................................41

Investigations; Litigation ........................................................................... 42

Tax Matters ................................................................................................42

Intellectual Property and IT Systems ......................................................... 43

Real Property .............................................................................................44

Material Contracts ......................................................................................45

Dealer Sales and Service Agreements for Continuing Brands .................. 46

Sellers’ Products ........................................................................................46

Certain Business Practices ......................................................................... 46

Brokers and Other Advisors ....................................................................... 47

Investment Representations ....................................................................... 47

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Section 4.22 No Other Representations or Warranties of Sellers ................................... 48

ARTICLE V REPRESENTATIONS AND WARRANTIES OF PURCHASER ........................ 48

Section 5.1

Section 5.2

Section 5.3

Section 5.4

Section 5.5

Section 5.6

Section 5.7

Section 5.8

Section 5.9

Organization and Good Standing ............................................................... 48

Authorization; Enforceability .................................................................... 48

Noncontravention; Consents ...................................................................... 49

Capitalization .............................................................................................49

Valid issuance of Shares ............................................................................ 51

Investment Representations ....................................................................... 51

Continuity of Business Enterprise ............................................................. 51

Integrated Transaction ............................................................................... 52

No Other Representations or Warranties of Sellers ................................... 52

ARTICLE VI COVENANTS .......................................................................................................52

Section 6.1

Section 6.2

Section 6.3

Section 6.4

Section 6.5

Section 6.6

Section 6.7

Section 6.8

Section 6.9

Section 6.10

Section 6.11

Section 6.12

Section 6.13

Section 6.14

Section 6.15

Section 6.16

Section 6.17

Section 6.18

Section 6.19

Section 6.20

Section 6.21

Section 6.22

Section 6.23

Section 6.24

Section 6.25

Section 6.26

Section 6.27

Section 6.28

Access to Information ................................................................................52

Conduct of Business ..................................................................................53

Notices and Consents .................................................................................57

Sale Procedures; Bankruptcy Court Approval ........................................... 58

Supplements to Excluded Assets, Assumed Liabilities and Retained

Liabilities ...................................................................................................59

Assumption or Rejection of Contracts ....................................................... 60

Deferred Termination Agreements; Participation Agreements ................ 62

[Reserved] ..................................................................................................63

Purchaser Assumed Debt; Wind Down Facility...~ .................................... 63

Litigation and Other Assistance ................................................................ 63

Further Assurances .....................................................................................64

Notifications ...............................................................................................65

Actions by Affiliates .................................................................................. 66

Compliance Remediation ........................................................................... 66

Product Certification, Recall and Warranty Claims .................................. 66

Tax Matters; Cooperation ..........................................................................66

Employees; Benefit Plans; Labor Matters ................................................. 70

TARP.........................................................................................................75

Guarantees; Letters of Credit .....................................................................75

Customs Duties ..........................................................................................75

Termination of Intellectual Property Rights .............................................. 75

Trademarks ................................................................................................76

Preservation of Records .............................................................................77

Confidentiality ........................................................................................... 77

Privacy Policies .......................................................................................... 78

Supplements to Sellers’ Disclosure Schedule ............................................ 78

Real Property Matters ................................................................................78

Equity Incentive Plans ............................................................................... 80

ARTICLE VII CONDITIONS TO CLOSING ............................................................................. 80

Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 4 of 58
Section 7.1

Section 7.2

Section 7.3

Conditions to Obligations of Purchaser and Sellers .................................. 80

Conditions to Obligations of Purchaser ..................................................... 81

Conditions to Obligations of Sellers .......................................................... 84

ARTICLE VIII TERMINATION .................................................................................................87

Section 8.1

Section 8.2

Termination ................................................................................................ 87

Procedure and Effect of Termination ......................................................... 88

ARTICLE IX MISCELLANEOUS ..............................................................................................89

Section 9.1

Section 9.2

Section 9.3

Section 9.4

Section 9.5.

Section 9.6

Section 9.7

Section 9.8

Section 9.9

Section 9.10

Section 9.11

Section 9.12

Section 9.13

Section 9.14

Section 9.15

Section 9.16

Section 9.17

Section 9.18

Section 9.19

Section 9.20

Section 9.21

Section 9.22

Survival of Representations, Warranties, Covenants and Agreements and

Consequences of Certain Breaches ............................................................ 89

Notices .......................................................................................................89

Fees and Expenses; No Right of Setoff. .................................................... 90

Bulk Sales Laws .........................................................................................91

Assignment ................................................................................................91

Amendment ................................................................................................91

Waiver ........................................................................................................91

Severability ................................................................................................91

Counterparts; Facsimiles ............................................................................ 92

Headings ....................................................................................................92

Parties in Interest ........................................................................................92

Governing Law ..........................................................................................92

Venue and Retention of Jurisdiction .......................................................... 92

Waiver of Jury Trial ................................................................................... 93

Risk of Loss ...............................................................................................93

Enforcement of Agreement ........................................................................ 93

Entire Agreement .......................................................................................93

Publicity .....................................................................................................93

No Successor or Transferee Liability ........................................................ 94

Time Periods ..............................................................................................94

Sellers’ Disclosure Schedule ...................................................................... 94

No Binding Effect ...................................................................................... 95

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EXHIBITS

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Exhibit E

Exhibit F

Exhibit G

Exhibit H

Exhibit I

Exhibit J- 1

Exhibit Jo2

Exhibit J-3

Exhibit K

Exhibit L

Exhibit M

Exhibit N

Exhibit O

Exhibit P

Exhibit Q

Exhibit R

Exhibit S

Exhibit T

Exhibit U

Exhibit V

Exhibit W

Exhibit X

Exhibit Y

Form of Parent Warrant A

Form of Parent Warrant B

UAW Active Labor Modifications

Form of UAW Retiree Settlement Agreement

t~orm of VEB-A-Warrant

Certain Excluded Owned Real Property

Certain Retained Workers’ Compensation Claims

Form of Sale Procedures Order

Form of Sale Approval Order

Form of Deferred Termination Agreement for Saturn Discontinued

Brand Dealer Agreements

Form of Deferred Termination Agreement for Hummer Discontinued

Brand Dealer Agreements

Form of Deferred Termination Agreement for non-Saturn and

non-Hummer Discontinued Brand Dealer Agreements and Excluded

Continuing Brand Dealer Agreements

Form of Participation Agreement

Form of Subdivision Master Lease Term Sheet

Form of Equity Registration Rights Agreement

[Reserved]

Form of Bill of Sale

Form of Assignment and Assumption Agreement

Form of Novation Agreement

Form of Government Related Subcontract Agreement

Form of Intellectual Property Assignment Agreement

Form of Transition Services Agreement

Form of Assignment and Assumption of Real Property Leases

Form of Master Lease Agreement

Form of SPO Lease

Form of Certificate of Designation of Purchaser for Preferred Stock

VEBA Note Term Sheet

oivCase 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 6 of 58
MASTER SALE AND PURCHASE AGREEMENT

THIS MASTER SALE AND PURCHASE AGREEMENT (this "~reement"), dated as

of June 1, 2009, is made by and among General Motors Corporation, a Delaware corporation

("Parent"), Saturn LLC, a Delaware limited liability company ("S LLC"), Saturn Distribution

Corporation, a Delaware corporation ("S Distribution"), Chevrolet-Saturn of Harlem, Inc., a

Delaware corporation ("Harlem," and collectively with Parent, S LLC and S Distribution,

"Seiiers," and each a "Seiier"), and Vehicie Acquisition I-Tgldings LLC, a Delaware limited

liability company ("Purchaser").

WHEREAS, on the date hereof (the "Petition Date"), Sellers intend to file voluntary

petitions for relief(the "Bankrup_~y Cases") under Chapter 11 of Title 11, U.S.C. §§ 101 et seq.,

as amended (the "Bankru~"), in the United States Bankruptcy Court for the Southern

District of New York (the "Bankru~");

WHEREAS, pursuant to Sections 363 and 365 of the Bankruptcy Code, Sellers desire to

sell, transfer, assign, convey and deliver to Purchaser, and Purchaser desires to purchase, accept

and acquire from Sellers all of the Purchased Assets (as hereinafter defined) and assume and

thereafter pay or perform as and when due, or otherwise discharge, all of the Assumed Liabilities

(as hereinafter defined), in each case, in accordance with the terms and subject to the conditions

set forth in this Agreement and the Bankruptcy Code;

WHEREAS, on the date hereof, Purchaser has entered into equity subscription

agreements with each of Canada, Sponsor and the New VEBA (each as hereinafter defined),

pursuant to which Purchaser has agreed to issue, on the Closing Date (as hereinafter defined), the

Canada Shares, the Sponsor Shares, the VEBA Shares, the VEBA Note and the VEBA Warrant

(each as hereinafter defined);

WHEREAS, pursuant to the equity subscription agreement between Purchaser

and Canada, Canada has agreed to (i) contribute on or before the Closing Date an amount of

Indebtedness owed to it by General Motors of Canada Limited ("GMCL"), which results in not

more than $1,288,135,593 of such Indebtedness remaining an obligation of GMCL, to Canada

immediately following the Closing (the "Canadian Debt Contribution") and (ii) exchange

immediately following the Closing the $3,887,000,000 loan to be made by Canada to Purchaser

for additional shares of capital stock of Purchaser;

WHEREAS, the transactions contemplated by this Agreement are in furtherance of the

conditions, covenants and requirements of the UST Credit Facilities (as hereinafter defined) and

are intended to result in a rationalization of the costs, capitalization and capacity with respect to

the manufacturing workforce of, and suppliers to, Sellers and their Subsidiaries (as hereinafter

defined); and

WHEREAS, it is contemplated that Purchaser will direct the transfer of the Purchased

Assets on its behalf by assigning its rights to purchase, accept and acquire the Purchased Assets

and its obligations to assume and thereafter pay or perform as and when due, or otherwise

discharge, the Assumed Liabilities, to one or more newly-formed, wholly-owned Subsidiaries of

Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 7 of 58
Purchaser, such that following the Closing (as hereinafter defined), Purchaser will be a holding

company.

NOW, THEREFORE, in consideration of the foregoing and the mutual agreements

contained in this Agreement, and for other good and valuable consideration, the value, receipt

and sufficiency of which are acknowledged, the Parties (as hereinafter defined) hereby agree as

follows:

ARTICLE I

DEFINITIONS

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

have the meanings set forth below or in the Sections referred to below:

"A__0jd’ustment Shares" has the meaning set forth in Section 3.2(c)(i).

"Advisory Fees" has the meaning set forth in Section 4.20.

"Affiliate" has the meaning set forth in Rule 12b-2 of the Exchange Act.

"Affiliate Contract" means a Contract between a Seller or a Subsidia~2¢ of a Seller, on the

one hand, and an Affiliate of such Seller or Subsidiary of a Seller, on the other hand.

"Agreed G Transaction" has the meaning set forth in Section 6.16(g)(i).

"Agreement" has the meaning set forth in the Preamble.

"Allocation" has the meaning set forth in Section 3.3.

"Alternative Transaction" means the sale, transfer, lease or other disposition, directly or

indirectly, including through an asset sale, stock sale, merger or other similar transaction, of all

or substantially all of the Purchased Assets in a transaction or a series of transactions with one or

more Persons other than Purchaser (or its Affiliates).

"Ancillary Agreements" means the Parent Warrants, the UAW Active Labor

Modifications, the UAW Retiree Settlement Agreement, the VEBA Warrant, the Equity

Registration Rights Agreement, the Bill of Sale, the Assignment and Assumption Agreement, the

Novation Agreement, the Government-Related Subcontract Agreement, the Intellectual Property

Assignment Agreement, the Transition Services Agreement, the Quitclaim Deeds, the

Assignment and Assumption of Real Property Leases, the Master Lease Agreement, the

Subdivision Master Lease (if required), the Saginaw Service Contract (if required), the SPO

Lease (if required), the VEBA Note and each other agreement or document executed by the

Parties pursuant to this Agreement or any of the foregoing and each certificate and other

document to be delivered by the Parties pursuant to ARTICLE VII.

"Antitrust Laws" means all Laws that (i) are designed or intended to prohibit, restrict or

regulate actions having the purpose or effect of monopolization or restraint of trade or the

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 8 of 58
lessening of competition through merger or acquisition or (ii) involve foreign investment review

by Governmental Authorities.

"Applicable Em lop_!9_.y_~" means all (i) current salaried employees of Parent and (ii) current

hourly employees of any Seller or any of its Affiliates (excluding Purchased Subsidiaries and any

dealership) represented by the UAW, in each case, including such current salaried and current

hourly employees who are on (a) long-term or short-term disability, military leave, sick leave,

family medical leave or some other approved leave of absence or (b) layoff status or who have

recall rights.

"Arms-Leng~_ Basis" means a transaction between two Persons that is carried out on

terms no less favorable than the terms on which the transaction would be carried out by unrelated

or unaffiliated Persons, acting as a willing buyer and a willing seller, and each acting in his own

self-interest.

"Assignment and Assum~greement" has the meaning set forth in Section 7,2(e)(v).

"Assignment and Assumption of Real ProperP/ Leases" has the meaning set forth in

Section 7.2(c)(xii).

"Assumable Executor3’ Contract" has the meaning set forth in Section 6.6(a).

"Assumable Executor,/Contract Schedule" means Section 1.1A of the Sellers’ Disclosure

Schedule.

"Assumed Liabilities" has the meaning set forth in Section 2.3(a).

"Assumed Plans" has the meaning set forth in Section 6.17(e).

"Assumption Effective Date" has the meaning set forth in Section 6.6(e).

"Bankruptcy Avoidance Actions" has the meaning set forth in Section 2.2(b)(xi).

"Bankrul~tcy Cases" has the meaning set forth in the Recitals.

"~ Code" has the meaning set forth in the Recitals.

"Bankru tpL~‘/Court" has the meaning set forth in the Recitals.

"Benefit Plans" has the meaning set forth in Section 4.10(a).

"Bidders" has the meaning set forth in Section 6.4(c).

"Bids" has the meaning set forth in Section 6.4(e).

"Bill of Sale" has the meaning set forth in Section 7.2(e)(iv).

"Business DAN" means any day that is not a Saturday, Sunday or other day on which

banks are required or authorized by Law to be closed in the City of New York, New York.

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 9 of 58
"C__~.A" has the meaning set forth in Section 6.16(g)(i).

"Canada" means 7176384 Canada Inc., a corporation organized under the Laws of

Canada, and a wholly-owned subsidiary of Canada Development Investment Corporation, and its

successors and assigns.

"Canada Affiliate" has the meaning set forth in Section 9.22.

"Canadian Debt Contribution" has the meaning set forth in the Recitals.

"Claims" means all rights, claims (including any cross-claim or counterclaim),

investigations, causes of action, choses in action, charges, suits, defenses, demands, damages,

defaults, assessments, rights of recovery, rights of set-off, rights of recoupment, litigation, third

party actions, arbitral proceedings or proceedings by or before any Governmental Authority or

any other Person, of any kind or nature, whether known or unknown, accrued, fixed, absolute,

contingent or matured, liquidated or unliquidated, due or to become due, and all rights and

remedies with respect thereto.

"Claims Estimate Order" has the meaning set forth in Section 3.2(c)(i).

"Closing" has the meaning set forth in Section 3.1.

"Closing Date" has the meaning set forth in Section 3.1.

"Collective Bargaining Agreement" means any collective bargaining agreement or other

written or oral agreement, understanding or mutually recognized past practice with respect to

Employees, between any Seller (or any Subsidiary thereof) and any labor organization or other

Representative of Employees (including the UAW Collective Bargaining Agreement, local

agreements, amendments, supplements and letters and memoranda of understanding of any

kind).

"Common Stock" has the meaning set forth in Section 5.4(b).

"Confidential Information" has the meaning set forth in Section 6.24.

"Confidentiali _ty Period" has the meaning set forth in Section 6°24.

"Continuing B~reement" means a United States dealer sales and service

Contract related to one or more of the Continuing Brands, together with all other Contracts

between any Seller and the relevant dealer that are related to the dealership operations of such

dealer.

"Continuing Brands" means each of the following vehicle line-makes, currently

distributed in the United States by Parent or its Subsidiaries: Buick, Cadillac, Chevrolet and

GMC.

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"Contracts" means all purchase orders, sales agreements, supply agreements, distribution

agreements, sales representative agreements, employee or consulting agreements, leases,

subleases, licenses, product warranty or service agreements and other binding commitments,

agreements, contracts, arrangements, obligations and undertakings of any nature (whether

written or oral, and whether express or implied).

"Co__9_pz~ht Licenses" means all Contracts naming a Seller 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.

"C~hts" means all domestic and foreign copyrights, whether registered or

unregistered, including 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 all compilations of information or marketing materials created by or on

behalf of any Seller), acquired, owned or licensed by any Seller, all applications, registrations

and recordings thereof (including 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 and

revisions thereof.

"Cure Amounts" means all cure amounts payable in order to cure any monetary defaults

required to be cured under Section 365(b)(1) of the Bankruptcy Code or otherwise to effectuate,

pursuant to the Bankruptcy Code, the assumption by the applicable Seller and assignment to

Purchaser of the Purchased Contracts.

"Damages" means any and all Losses, other than punitive damages.

"~reement" has the meaning set forth in Seetlon 4.17.

"Deferred Executor,/Contract" has the meaning set forth in Section 6.6(b).

"Deferred Termination Agreements" has the meaning set forth in Section 6.7(a).

"DIP Facility" means that certain Third Lien Secured Superpriority Debtor-in-Possession

Credit Agreement entered into or to be entered into by Parent, as borrower, certain Subsidiaries

of Parent listed therein, as guarantors, Sponsor, as lender, and Export Development Canada, as

lender.

"Discontinued Brand Dealer Agreement" means a United States dealer sales and service

Contract related to one or more of the Discontinued Brands, together with all other Contracts

between any Seller and the relevant dealer that are related to the dealership operations of such

dealer.

"Discontinued Brands" means each of the following vehicle line-makes, currently

distributed in the United States by Parent or its Subsidiaries: Hummer, Saab, Saturn and Pontiac.

"Disqualified Individual" has the meaning set forth in Section 4.10(f).

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 11 of 58
"Em l!~gyees" means (i) each employee or officer of any of Sellers or their Affiliates

(including (a) any current, former or retired employees or officers, (b) employees or officers on

long-term or short-term disability, military leave, sick leave, family medical leave or some other

approved leave of absence and (c) employees on layoff status or with recall rights); (ii) each

consultant or other service provider of any of Sellers or their Affiliates who is a former

employee, officer or director of any of Sellers or their Affiliates; and (iii) each individual

recognized under any Collective Bargaining Agreement as being employed by or having rights to

employment by any of Sellers or their Affiliates. For the avoidance of doubt, Employees

includes all employees of Sellers or any of their Affiliates, whether or not Transferred

Employees.

"Employment-Related Obligations" means all Liabilities arising out of, related to, in

respect of or in connection with employment relationships or alleged or potential employment

relationships with Sellers or any Affiliate of Sellers relating to Employees, leased employees,

applicants, and/or independent contractors or those individuals who are deemed to be employees

of Sellers or any Affiliate of Sellers by Contract or Law, whether filed or asserted before, on or

after the Closing. "Employment-Related Obligations" includes Claims relating to

discrimination, torts, compensation for services (and related employment and withholding

Taxes), workers’ compensation or similar benefits and payments on account of occupational

illnesses and injuries, employment Contracts, Collective Bargaining Agreements, grievances

originating under a Collective Bargaining Agreement, wrongful discharge, invasion of privacy,

infliction of emotional distress, defamation, slander, provision of leave under the Family and

Medical Leave Act of 1993, as amended, or other similar Laws, car programs, relocation,

expense-reporting, Tax protection policies, Claims arising out of WARN or employment, terms

of employment, transfers, re-levels, demotions, failure to hire, failure to promote, compensation

policies, practices and treatment, termination of employment, harassment, pay equity, employee

benefits (including post-employment welfare and other benefits), employee treatment, employee

suggestions or ideas, fiduciary performance, employment practices, the modification or

termination of Benefit Plans or employee benefit plans, policies, programs, agreements and

arrangements of Purchaser, including decisions to provide plans that are different from Benefit

Plans, and the like. Without limiting the generality of the foregoing, with respect to any

Employees, leased employees, and/or independent contractors or those individuals who are

deemed to be employees of Sellers or any Affiliate of Sellers by Contract or Law,

"Employment-Related Obligations" includes payroll and social security Taxes, contributions

(whether required or voluntary) to any retirement, health and welfare or similar plan or

arrangement, notice, severance or similar payments required under Law, and obligations under

Law with respect to occupational injuries and illnesses.

"Encumbrance" means any lien (statutory or otherwise), charge, deed of trust, pledge,

security interest, conditional sale or other title retention agreement, lease, mortgage, option,

charge, hypothecation, easement, right of first offer, license, covenant, restriction, ownership

interest of another Person or other encumbrance.

"End Date" has the meaning set forth in Section

"Environment" means any surface water, groundwater, drinking water supply, land

surface or subsurface soil or strata, ambient air, natural resource or wildlife habitat.

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 12 of 58
"Environmental Law" means any Law in existence on the date hereof relating to the

management or Release of, or exposure of humans to, any Hazardous Materials; or pollution; or

the protection of human health and welfare and the Environment.

"~ Incentive Plans" has the meaning set forth in Section 6.28.

"~ Interest" means, with respect to any Person, any shares of capital stock of (or

other ownership or profit interests in) such Person, warrants, options or other rights for the

purchase or other acquisition from such Person of shares of capital stock of (or other ownership

or profit interests in) such Person, securities convertible into or exchangeable for shares of

capital stock of (or other ownership or profit interests in) such Person or warrants, options or

rights for the purchase or other acquisition from such Person of such shares (or such other

ownership or profits interests) and other ownership or profit interests in such Person (including

partnership, member or trust interests therein), whether voting or nonvoting.

"~W Registration Rights Agreement" has the meaning set forth in Section 7.1 (e).

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

and the rules and regulations promulgated thereunder.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that is part

of the same controlled group, or under common control with, or part of an affiliated service

group that includes any Seller, within the meaning of Section 414(b), (c), (m) or (o) of the Tax

Code or Section 4001 (a)(14) of ERISA.

"Exchan egg_A~Act" means the Securities Exchange Act of 1934, as amended, and the rules

and regulations promulgated thereunder.

"Excluded Assets" has the meaning set forth in ~;eefion 2.2(b).

"Excluded Cash" has the meaning set forth in Section 2.2(b)0).

"Excluded Continuing Brand Dealer Agreements" means all Continuing Brand Dealer

Agreements, other than those that are Assumable Executory Contracts.

"Excluded Contracts" has the meaning set forth in Section 2.2(b)(vii).

"Excluded Entities" has the meaning set forth in Section 2.2(b)0v).

"Excluded Insurance Policies" has the meaning set forth in Section 2.2(b)(xiii).

"Excluded Personal Pro ep__~Z" has the meaning set forth in Section 2.2(b)(vi).

"Excluded Real Pro ep_¢_~" has the meaning set forth in Section 2.2(b)(v).

"Excluded Subsidiaries" means, collectively, the direct Subsidiaries of Sellers included in

the Excluded Entities and their respective direct and indirect Subsidiaries, in each case, as of the

Closing Date.

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"Executory Contract" means an executory Contract or unexpired lease of personal

property or nonresidential real property.

"Executorz Contract Designation Deadline" has the meaning set forth in Section 6.6(a).

"Existing Internal VEBA" has the meaning set forth in Section 6.17(h).

"Existing Saginaw Wastewater Facilit2" has the meaning set forth in Section 6.27(b).

"FCPA" has the meaning set forth in Section 4.19.

"Final Determination" means (i) with respect to U.S. federal income Taxes, a

"determination" as defined in Section 1313(a) of the Tax Code or execution of an IRS Form 870-

AD and, (ii) with respect to Taxes other than U.S. federal income Taxes, any final determination

of Liability in respect of a Tax that, under applicable Law, is not subject to further appeal, review

or modification through proceedings or otherwise, including the expiration of a statute of

limitations or a period for the filing of claims for refunds, amended Tax Returns or appeals from

adverse determinations.

"Final Order" means (i) an Order of the Bankruptcy Court or any other court or

adjudicative body as to which the time to appeal, petition for certiorari or move for reargument

or rehearing has expired and as to which no appeal, petition for certiorari or other proceedings

for reargument or rehearing shall then be pending, or (ii) in the event that an appeal, writ of

certiorari, reargument or rehearing thereof has been sought, such Order of the Bankruptcy Court

or any other court or adjudicative body shall have been affirmed by the highest court to which

such Order was appealed, or certiorari has been denied, or from which reargument or rehearing

was sought, and the time to take any further appeal, petition for certiorari or move for

reargument or rehearing shall have expired; ~, however, that no Order shall fail to be a

Final Order solely because of the possibility that a motion pursuant to Rule 60 of the Federal

Rules of Civil Procedure or Bankruptcy Rule 9024 may be filed with respect to such Order.

"G Transaction" has the meaning set forth in Section 6.16(g)(i).

"GAAP" means the United States generally accepted accounting principles and practices

as in effect from time to time, consistently applied throughout the specified period.

"GMCL" has the meaning set forth in the Recitals.

"Governmental Authority" means any United States or non-United States federal,

national, provincial, state or local government or other political subdivision thereof, any entity,

authority, agency or body exercising executive, legislative, judicial, regulatory or administrative

functions of any such government or political subdivision, and any supranational organization of

sovereign states exercising such functions for such sovereign states.

"Government Related Subcontract Agreement" has the meaning set forth in Section

7.2(e)(vii).

"Harlem" has the meaning set forth in the Preamble.

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 14 of 58
"Hazardous Materials" means any material or substance that is regulated, or can give rise

to Claims, Liabilities or Losses, under any Environmental Law or a Permit issued pursuant to

any Environmental Law, including any petroleum, petroleum-based or petroleum-derived

product, polychlorinated biphenyls, asbestos or asbestos-containing materials, lead and any

noxious, radioactive, flammable, corrosive, toxic, hazardous or caustic substance (whether solid,

liquid or gaseous).

"Indebtedness" means, with respect to any Person, without duplication: (i) all obligations

of such Person for borrowed money (including all accrued and unpaid interest and all

prepayment penalties or premiums in respect thereof); (ii) all obligations of such Person to pay

amounts evidenced by bonds, debentures, notes or similar instruments (including all accrued and

unpaid interest and all prepayment penalties or premiums in respect thereof); (iii) all obligations

of others, of the types set forth in clauses (i)-(ii) above that are secured by any Encumbrance on

property owned or acquired by such Person, whether or not the obligations secured thereby have

been assumed, but only to the extent so secured; (iv) all unreimbursed reimbursement obligations

of such Person under letters of credit issued for the account of such Person; (v) obligations of

such Person under conditional sale, title retention or similar arrangements or other obligations, in

each case, to pay the deferred purchase price for property or services, to the extent of the unpaid

purchase price (other than trade payables and customary reservations or retentions of title under

Contracts with suppliers, in each case, in the Ordinary Course of Business); (vi) all net monetary

obligations of such Person in respect of interest rate, equity and currency swap and other

derivative transaction obligations; and (vii) all guarantees of or by such Person of any of the

matters described in clauses (i)-(vi) above, to the extent of the maximum amount for which such

Person may be liable pursuant to such guarantee.

"Intellectual Pro ep_q.~" means all Patents, Trademarks, Copyrights, Trade Secrets,

Software, all rights under the Licenses and all concepts, ideas, know-how, show-how,

proprietary information, technology, formulae, processes and other general intangibles of like

nature, and other intellectual property to the extent entitled to legal protection as such, including

products under development and methodologies therefor, in each case acquired, owned or

licensed by a Seller.

"Intellectual Propert~nment Agreement" has the meaning set forth in Section

7.2(e)(viii).

"Intercompany Obligations" has the meaning set forth in Section 2.2(a)(iv).

"Inventory" has the meaning set forth in Section 2.2(n)(viii).

"IRS" means the United States Internal Revenue Service.

"Key Subsidiary" means any direct or indirect Subsidiary (which, for the avoidance of

doubt, shall only include any legal entity in which a Seller, directly or indirectly, owns greater

than 50% of the outstanding Equity Interests in such legal entity) of Sellers (other than trusts)

with assets (excluding any Intercompany Obligations) in excess of Two Hundred and Fifty

Million Dollars ($250,000,000) as reflected on Parent’s consolidated balance sheet as of March

31, 2009 and listed on Section 1.1B of the Sellers’ Disclosure Schedule.

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 15 of 58
"Knowledge of Sellers" means the actual knowledge of the individuals listed on Section

1.1C of the Sellers’ Disclosure Schedule as to the matters represented and as of the date the

representation is made.

"Law" means any and all applicable United States or non-United States federal, national,

provincial, state or local laws, rules, regulations, directives, decrees, treaties, statutes, provisions

of any constitution and principles (including principles of common law) of any Governmental

Authority, as well as any applicable Final Order.

"Landlocked Parcel" has the meaning set forth in Section 6,27(c).

"Leased Real Pro~" means all the real property leased or subleased by Sellers, except

for any such leased or subleased real property subject to any Contracts designated as Excluded

Contracts.

"Liabilities" means any and all liabilities and obligations of every kind and description

whatsoever, whether such liabilities or obligations are known or unknown, disclosed or

undisclosed, matured or unmatured, accrued, fixed, absolute, contingent, determined or

undeterminable, on or i~ff-balance sheet or otherwise, or due or to become due, including

Indebtedness and those arising under any Law, Claim, Order, Contract or otherwise.

"Licenses" means the Patent Licenses, the Trademark Licenses, the Copyright Licenses,

the Software Licenses and the Trade Secret Licenses.

"Losses" means any and all Liabilities, losses, damages, fines, amounts paid in

settlement, penalties, costs and expenses (including reasonable and documented attorneys’,

accountants’, consultants’, engineers’ and experts’ fees and expenses).

"Master Lease Agreement" has the meaning set forth in Section 7.2(e)(xiii).

"Material Adverse Effect" means any change, effect, occurrence or development that,

individually or in the aggregate, has or would reasonably be expected to have a material adverse

effect on the Purchased Assets, Assumed Liabilities or results of operations of Parent and its

Purchased Subsidiaries, taken as a whole; ~, however, that the term "Material Adverse

Effect" does not, and shall not be deemed to, include, either alone or in combination, any

changes, effects, occurrences or developments: (i) resulting from general economic or business

conditions in the United States or any other country in which Sellers and their respective

Subsidiaries have operations, or the worldwide economy taken as a whole; (ii) affecting Sellers

in the industry or the markets where Sellers operate (except to the extent such change,

occurrence or development has a disproportionate adverse effect on Parent and its Subsidiaries

relative to other participants in such industry or markets, taken as a whole); (iii) resulting from

any changes (or proposed or prospective changes) in any Law or in GAAP or any foreign

generally accepted accounting principles; (iv) in securities markets, interest rates, regulatory or

political conditions, including resulting or arising from acts of terrorism or the commencement or

escalation of any war, whether declared or undeclared, or other hostilities; (v) resulting from the

negotiation, announcement or performance of this Agreement or the DIP Facility, or the

transactions contemplated hereby and thereby, including by reason of the identity of Sellers,

Purchaser or Sponsor or any communication by Sellers, Purchaser or Sponsor of any plans or

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 16 of 58
intentions regarding the operation of Sellers’ business, including the Purchased Assets, prior to

or following the Closing; (vi) resulting from any act or omission of any Seller required or

contemplated by the terms of this Agreement, the DIP Facility or the Viability Plans, or

otherwise taken with the prior consent of Sponsor or Purchaser, including Parent’s announced

shutdown, which began in May 2009; and (vii) resulting from the filing of the Bankruptcy Cases

(or any other bankruptcy, insolvency or similar proceeding filed by any Subsidiary of Parent) or

from any action approved by the Bankruptcy Court (or any other court in connection with any

such other proceedings).

"New VEBA" means the trust fund established pursuant to the Settlement Agreement.

"Non-Assignable Assets" has the meaning set forth in Section 2.4(a).

"Notice of Intent to Re_iect" has the meaning set forth in Section 6.6(b).

"Novation Agreement" has the meaning set forth in Section 7.2(e)(vi).

"_Qption Period" has the meaning set forth in Section 6.6(b).

"Order" means any writ, judgment, decree, stipulation, agreement, determination, award,

injunction or similar order of any Governmental Authority, whether temporary, preliminary or

permanent.

"Ordinary Course of Business" means the usual, regular and ordinary course of business

consistent with the past practice thereof (including with respect to quantity and frequency) as and

to the extent modified in connection with (i) the implementation of the Viability Plans; (ii)

Parent’s announced shutdown, which began in May 2009; and (iii) the Bankruptcy Cases (or any

other bankruptcy, insolvency or similar proceeding filed by or in respect of any Subsidiary of

Parent), in the case of clause (iii), to the extent such modifications were approved by the

Bankruptcy Court (or any other court or other Governmental Authority in connection with any

such other proceedings), or in furtherance of such approval.

"O~ganizational Document" means (i) with respect to a corporation, the certificate or

articles of incorporation and bylaws or their equivalent; (ii) with respect to any other entity, any

charter, bylaws, limited liability company agreement, certificate of formation, articles of

organization or similar document adopted or filed in connection with the creation, formation or

organization of a Person; and (iii) in the case of clauses (i) and (ii) above, any amendment to any

of the foregoing other than as prohibited by Section 6.2(b)(vi).

"Owned Real Prop_9_~" means all real property owned by Sellers (including all buildings,

structures and improvements thereon and appurtenances thereto), except for any such real

property included in the Excluded Real Property.

"Parent" has the meaning set forth in the Preamble.

"Parent Eml2!.0_yee Benefit Plans and Policies" means all (i) "employee benefit plans" (as

defined in Section 3(3) of ERISA) and all pension, savings, profit sharing, retirement, bonus,

incentive, health, dental, life, death, accident, disability, stock purchase, stock option, stock

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 17 of 58
appreciation, stock bonus, other equity, executive or deferred compensation, hospitalization,

post-retirement (including retiree medical or retiree life, voluntary employees’ beneficiary

associations, and multiemployer plans (as defined in Section 3(37) of ERISA)), severance,

retention, change in control, vacation, cafeteria, sick leave, fringe, perquisite, welfare benefits or

other employee benefit plans, programs, policies, agreements or arrangements (whether written

or oral), including those plans, programs, policies, agreements and arrangements with respect to

which any Employee covered by the UAW Collective Bargaining Agreement is an eligible

participant, (ii) employment or individual consulting Contracts and (iii) employee manuals and

written policies, practices or understandings relating to employment, compensation and benefits,

and in the case of clauses (i) through (iii), sponsored, maintained, entered into, or contributed to,

or required to be maintained or contributed to, by Parent.

"Parent SEC Documents" has the meaning set forth in Section 4.5(a).

"Parent Shares" has the meaning set forth in Section 3.2(a)(iii).

"Parent Warrant A" means warrants to acquire 45,454,545 shares of Common Stock

issued pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit A.

"Parent Warrant B" means warrants to acquire 45,454,545 shares of Common Stock

issued pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit B.

"Parent Warrants" means collectively, Parent Warrant A and Parent Warrant B.

"Participation Agreement" has the meaning set forth in Section 6.7(b).

"Parties" means Sellers and Purchaser together, and "Part3~" means any of Sellers, on the

one hand, or Purchaser, on the other hand, as appropriate and as the case may be.

"Patent Licenses" means all Contracts naming a Seller 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.

"Patents" means all inventions, patentable designs, letters patent and design letters patent

of the United States or any other country and all applications (regular and provisional) for letters

patent or design letters patent of the United States or any other country, including applications 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,

divisions, continuations, continuations in part, revisions, reexaminations and extensions or

renewals of any of the foregoing.

"PBGC" has the meaning set forth in Section

"Permits" has the meaning set forth in Section 2°2(a)(xi).

"Permitted Encumbrances" means all (i) purchase money security interests arising in the

Ordinary Course of Business; (ii) security interests relating to progress payments created or

arising pursuant to government Contracts in the Ordinary Course of Business; (iii) security

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 18 of 58
interests relating to vendor tooling arising in the Ordinary Course of Business; (iv)

Encumbrances that have been or may be created by or with the written consent of Purchaser; (v)

mechanic’s, materialmen’s, laborer’s, workmen’s, repairmen’s, carrier’s liens and other similar

Encumbrances arising by operation of law or statute in the Ordinary Course of Business for

amounts that are not delinquent or that are being contested in good faith by appropriate

proceedings and for which appropriate reserves have been established; (vi) statutory liens for

current Taxes not yet due, payable or delinquent (or which may be paid without interest or

penalties) or liens for Taxes, the validity or amount of which is being contested in good faith by

appropriate proceedings, and in each case for which appropriate reserves have been establ-i~hed

(and to the extent that such liens relate to a period ending on or before December 31, 2008, the

amount of any such Liability is accrued or reserved for as a Liability in accordance with GAAP

in the audited consolidated balance sheet of Sellers at December 31, 2008); (vii) with respect to

the Transferred Real Property that is Owned Real Property, other than Secured Real Property

Encumbrances at and following the Closing: (a) matters that a current ALTA/ACSM survey, or a

similar cadastral survey in any country other than the United States, would disclose, the

existence of which, individually or in the aggregate, would not materially and adversely interfere

with the present use of the affected property; (b) rights of the public, any Governmental

Authority and adjoining property owners in streets and highways abutting or adjacent to the

applicable Owned Real Property; (c) easements, licenses, rights-of-way, covenants, servitudes,

restrictions, encroachments, site plans, subdivision plans and other Encumbrances of public

record or that would be disclosed by a current title commitment of the applicable Owned Real

Property, which, individually or in the aggregate, would not materially and adversely interfere

with the present use of the applicable Owned Real Property; and (d) such other Encumbrances,

the existence of which, individually or in the aggregate, would not materially and adversely

interfere with or affect the present use or occupancy of the applicable Owned Real Property;

(viii) with respect to the Transferred Real Property that is Leased Real Property: (1) matters that

a current ALTA/ACSM survey, or a similar cadastral survey in any country other than the United

States, would disclose; (2) rights of the public, any Governmental Authority and adjoining

property owners in streets and highways abutting or adjacent to the applicable Leased Real

Property; (3) easements, licenses, rights-of-way, covenants, servitudes, restrictions,

encroachments, site plans, subdivision plans and other Encumbrances of public record or that

would be disclosed by a current title commitment of the applicable Leased Real Property or

which have otherwise been imposed on such property by landlords; and (ix) in the case of the

Transferred Equity Interests, all restrictions and obligations contained in any Organizational

Document, joint venture agreement, shareholders agreement, voting agreement and related

documents and agreements, in each case, affecting the Transferred Equity Interests.

"Person" means any individual, partnership, firm, corporation, association, trust,

unincorporated organization, joint venture, limited liability company, Governmental Authority or

other entity.

"Personal Information" means any information relating to an identified or identifiable

living individual, including (i) first initial or first name and last name; (ii) home address or other

physical address, including street name and name of city or town; (iii) e-mail address or other

online contact information (e.g., instant messaging user identifier); (iv) telephone number; (v)

social security number or other government-issued personal identifier such as a tax identification

number or driver’s license number; (vi) internet protocol address; (vii) persistent identifier (e.g.,

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 19 of 58
a unique customer number in a cookie); (viii) financial account information (account number,

credit or debit card numbers or banking information); (ix) date of birth; (x) mother’s maiden

name; (xi) medical information (including electronic protected health information as defined by

the rules and regulations of the Health Information Portability and Privacy Act, as amended);

(xii) digitized or electronic signature; and (xiii) any other information that is combined with any

of the above.

"Personal Property" has the meaning set forth in Section 2.2(a)(vii).

"Petition Date" has the meaning set forth in the Recitals.

"PLR" has the meaning set forth in Section 6.16(g)(i).

"Post-Closing Tax Period" means any taxable period beginning after the Closing Date

and the portion of any Straddle Period beginning after the Closing Date.

"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date

and the portion of any Straddle Period ending on the Closing Date.

"Preferred Stock" has the meaning set forth in Section 5.4(b).

"Privacy Policy" means, with respect to any Person, any written privacy policy,

statement, rule or notice regarding the collection, use, access, safeguarding and retention of

Personal Information or "Personally Identifiable Information" (as defined by Section 101(41A)

of the Bankruptcy Code) of any individual, including a customer, potential customer, employee

or former employee of such Person, or an employee of any of such Person’s automotive or parts

dealers.

"Product Liabilities" has the meaning set forth in Section 2,3(a)(ix).

"Proposed Reiectable Executory Contract" has the meaning set forth in Section 6o6(b).

"Purchase Price" has the meaning set forth in Section 3.2(a).

"Purchased Assets" has the meaning set forth in Section 2.2(a).

"Purchased Contracts" has the meaning set forth in Section 2.2(a)(x).

"Purchased Subsidiaries" means, collectively, the direct Subsidiaries of Sellers included

in the Transferred Entities, and their respective direct and indirect Subsidiaries, in each case, as

of the Closing Date.

"Purchased Subsidiaries Employee Benefit Plans" means any (i) defined benefit or

defined contribution retirement plan maintained by any Purchased Subsidiary and (it) severance,

change in control, bonus, incentive or any similar plan or arrangement maintained by a

Purchased Subsidiary for the benefit of officers or senior management of such Purchased

Subsidiary.

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 20 of 58
"Purchaser" has the meaning set forth in the Preamble.

"Purchaser Assumed Debt" has the meaning set forth in Section 2.3(a)(i).

"Purchaser Expense Reimbursement" has the meaning set forth in Section 8.2(b).

"Purchaser Material Adverse Effect" has the meaning set forth in Section 5.3(a).

"PurchaserN-Disclosure Schedule" " " "

to the Section references of this Agreement, delivered by Purchaser immediately prior to the

execution of this Agreement.

"~)uitclaim Deeds" has the meaning set forth in Section 7.2(e)(:~).

"Receivables" has the meaning set forth in Section 2.2(a)(iii).

"~ectable Executory_Contract" has the meaning set forth in Section 6.6(b).

"Release" means any spilling, leaking, pumping, pouring, emitting, emptying,

discharging, injecting, escaping, leaching, migrating, dumping, discarding, burying, abandoning

or disposing into the Environment of Hazardous Materials that is prohibited under, or reasonably

likely to result in a Liability under, any applicable Environmental Law.

"Relevant Information" has the meaning set forth in Section 6.16(g)(ii).

"Relevant Transactions" has the meaning set forth in Section 6.16(g)(i).

"Representatives" means all officers, directors, employees, consultants, agents, lenders,

accountants, attorneys and other representatives of a Person.

"Required Subdivision" has the meaning set forth in Section 6.27.

"Restricted Cash" has the meaning set forth in Section 2.2(a)0i).

"Retained Liabilities" has the meaning set forth in Section 2.3(b).

"Retained Plans" means any Parent Employee Benefit Plan and Policy that is not an

Assumed Plan.

"Retained Subsidiaries" means all Subsidiaries of Sellers and their respective direct and

indirect Subsidiaries, as of the Closing Date, other than the Purchased Subsidiaries.

"Retained Workers’ Compensation Claims" has the meaning set forth in Section

2.3(b)(x~i).

"S Distribution" has the meaning set forth in the Preamble.

"S LLC" has the meaning set forth in the Preamble.

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 21 of 58
"._~ginaw Metal Casting Land" has the meaning set forth in Section 6.27(b).

"Saginaw Nodular Iron Land" has the meaning set forth in Section 6.27(b).

"’S_o_ginaw Service Contract" has the meaning set forth in Section 6.27(b).

"S__ale Approval Order" has the meaning set forth in Section 6.4(b).

Procedures and Sale Motion and enter the Sale Approval Order.

"Sale Procedures and Sale Motion" has the meaning set forth in Section 6.4(b).

"Sale Procedures Order" has the meaning set forth in Section 6.4(b).

"SEC" means the United States Securities and Exchange Commission.

"Secured Real Proper._ty Encumbrances" means all Encumbrances related to the

Indebtedness of Sellers, which is secured by one or more parcels of the Owned Real Property,

including Encumbrances related to the Indebtedness of Sellers under any synthetic lease

arrangements at the White Marsh, Maryland GMPT - Baltimore manufacturing facility and the

Memphis, Tennessee (SPO - Memphis) facility.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and

regulations promulgated thereunder.

"Seller" or "Sellers" has the meaning set forth in the Preamble.

"Seller Group_" means any combined, unitary, consolidated or other affiliated group of

which any Seller or Purchased Subsidiary is or has been a member for federal, state, provincial,

local or foreign Tax purposes..

"Seller Key_Personnel" means those individuals described on Section 1.1D of the Sellers’

Disclosure Schedule.

"Seller Material Contracts" has the meaning set forth in Section ~,.16(a).

"Sellers’ Disclosure Schedule" means the Schedule pertaining to, and corresponding to

the Section references of this Agreement, delivered by Sellers to Purchaser immediately prior to

the execution of this Agreement, as updated and supplemented pursuant to Section 6,5, Section

6.6 and Section 6.26.

"Series A Preferred Stock" has the meaning set forth in Section 5.4(b).

"~reement" means the Settlement Agreement, dated February 21, 2008 (as

amended, supplemented, replaced or otherwise altered from time to time), among Parent, the

UAW and certain class representatives, on behalf of the class of plaintiffs in the class action of

Int’l Union, UAW, et al. v. General Motors Corp., Civil Action No. 07-14074 (E.D. Mich. filed

Sept. 9, 2007).

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 22 of 58
"Shared Executory_ Contracts" has the meaning set forth in Section 6.6(c).

"Software" means all software of any type (including programs, applications,

middleware, utilities, tools, drivers, firmware, microcode, scripts, batch files, JCL files,

instruction sets and macros) and in any form (including source code, object code, executable

code and user interface), databases and associated data and related documentation, in each case

owned, acquired or licensed by any Seller.

"Software Licenses" means all ~ontracts naming a Seller as licensee or licensor and

providing for the grant of any right to use, modify, reproduce, distribute or create derivative

works of any Software.

"SPO Lease" has the meaning set forth in Section 7.2(e)(xiv).

"Sponsor" means the United States Department of the Treasury.

"Sponsor Affiliate" has the meaning set forth in Section 9.22.

Date.

"_Sponsor Shares" has the meaning set forth in Section 5.4(c).

"Straddle Period" means a taxable period that includes but does not end on the Closing

"Subdivision Master Lease" has the meaning set forth in Section 6.27.

"Subdivision Master Lease Term Sheet" has the meaning set forth in Section 6.27.

"Subdivision Properties" has the meaning set forth in Section 6.27.

"Subsidiary" or "Subsidiaries" means, with respect to any Person, any corporation,

limited liability company, partnership or other legal entity (in each case, other than a joint

venture if such Person is not empowered to control the day-to-day operations of such joint

venture) of which such Person (either alone or through or together with any other Subsidiary)

owns, directly or indirectly, more than fifty percent (50%) of the Equity Interests, the holder of

which is entitled to vote for the election of the board of directors or other governing body of such

corporation, limited liability company, partnership or other legal entity.

"Superior Bid" has the meaning set forth in Section 6o4(d).

"Surviving Representations and Warranties" has the meaning set forth in Section 9.1(b).

"TARP" means the Troubled Assets Relief Program established by Sponsor under the

Emergency Economic Stabilization Act of 2008, Public Law No. 110-343, effective as of

October 3, 2008, as amended by Section 7001 of Division B, Title VII of the American Recovery

and Reinvestment Act of 2009, Public Law No. 111-5, effective as of February 17, 2009, as may

be further amended and in effect from time to time and any guidance issued by a regulatory

authority thereunder and other related Laws in effect currently or in the future in the United

States.

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 23 of 58
"Tax" or "Taxes" means any federal, state, provincial, local, foreign and other income,

alternative minimum, accumulated earnings, personal holding company, franchise, capital stock,

net worth or gross receipts, income, alternative or add-on minimum, capital, capital gains, sales,

use, ad valorem, franchise, profits, license, privilege, transfer, withholding, payroll, employment,

social, excise, severance, stamp, occupation, premium, goods and services, value added, property

(including real property and personal property taxes), environmental, windfall profits or other

taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever, together

with any interest and any_penalties, additions to tax or additional amounts imposed by any

Governmental Authority, including any transferee, successor or secondary liability for any such

tax and any Liability assumed by Contract or arising as a result of being or ceasing to be a

member of any affiliated group or similar group under state, provincial, local or foreign Law, or

being included or required to be included in any Tax Return relating thereto.

"Tax Code" means the Internal Revenue Code of 1986, as amended, and the rules and

regulations promulgated thereunder.

"Taxing Authori .ty" means, with respect to any Tax, the Governmental Authority thereof

that imposes such Tax and the agency, court or other Person or body (if any) charged with the

interpretation, administration or collection of such Tax for such Governmental Authority.

"Tax Return" means any return, report, declaration, form, election letter, statement or

other information filed or required to be filed with any Governmental Authority with respect to

Taxes, including any schedule or attachment thereto or amendment thereof.

"Trademark Licenses" means all Contracts naming any Seller 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 or Trademark Contract, and the right to

prepare for sale or lease and sell or lease any and all products, inventory or services now or

hereafter owned or provided by any Seller or any other Person and now or hereafter covered by

such Contracts.

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

marks, certification marks, trade dress, trade names, business names, d/b/a’s, Internet domain

names, designs, logos and other source or business identifiers, and all general intangibles of like

nature, now or hereafter owned, adopted, used, acquired, or licensed by any Seller, all

applications, registrations and recordings thereof (including applications, registrations and

recordings in the United States Patent and Trademark Office or in any similar office or agency of

the United States, any state thereof or any other country or any political subdivision thereof) and

all reissues, extensions or renewals thereof, together with all goodwill of the business

symbolized by or associated with such marks.

"Trade Secrets" means all trade secrets or Confidential Information, including any

confidential technical and business information, program, process, method, plan, formula,

product design, compilation of information, customer list, sales forecast, know-how, Software,

and any other confidential proprietary intellectual property, and all additions and improvements

to, and books and records describing or used in connection with, any of the foregoing, in each

case, owned, acquired or licensed by any Seller.

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"Trade Secret Licenses" means all Contracts naming a Seller as licensee or licensor and

providing for the grant of any rights with respect to Trade Secrets.

"Transfer Taxes" means all transfer, documentary, sales, use, stamp, registration and

other similar Taxes and fees (including any penalties and interest) incurred in connection with

this Agreement and the transactions contemplated hereby and not otherwise exempted under the

Bankruptcy Code, including relating to the transfer of the Transferred Real Property.

"Transferred Em lopJRy~" has the meaning set forth in Section 6.17(a).

"Transferred Entities" means all of the direct Subsidiaries of Sellers and joint venture

entities or other entities in which any Seller has an Equity Interest, other than the Excluded

Entities.

"Transferred E u~nterests" has the meaning set forth in Section 2.2(a)(v).

"Transferred Real Property" has the meaning set forth in Section 2.2(a)(vi).

"Transition Services Agreement" has the meaning set forth in Section 7.2(e)(ix).

"Transition Team" has the meaning set forth in Section 6.11(e).

"UAW" means the International Union, United Automobile, Aerospace and Agricultural

Implement Workers of America.

"UAW Active Labor Modifications" means the modifications to the UAW Collective

Bargaining Agreement, as agreed to in the 2009 Addendum to the 2007 UAW-GM National

Agreement, dated May 17, 2009, the cover page of which is attached hereto as Exhibit C (the

2009 Addendum without attachments), which modifications were ratified by the UAW

membership on May 29, 2009.

"UAW Collective Bargaining Agreement" means any written or oral Contract,

understanding or mutually recognized past practice between Sellers and the UAW with respect to

Employees, including the UAW Active Labor Modifications, but excluding the agreement to

provide certain retiree medical benefits specified in the Memorandum of Understanding PostRetirement Medical Care, dated September 26, 2007, between Parent and the UAW, and the

Settlement Agreement. For purpose of clarity, the term "UAW Collective Bargaining

Agreement" includes all special attrition programs, divestiture-related memorandums of

understanding or implementation agreements relating to any unit or location where covered

UAW-represented employees remain and any current local agreement between Parent and a

UAW local relating to any unit or location where UAW-represented employees are employed as

of the date hereof. For purposes of clarity, nothing in this definition extends the coverage of the

UAW-GM National Agreement to any Employee of S LLC, S Distribution, Harlem, a Purchased

Subsidiary or one of Parent’s Affiliates; nothing in this Agreement creates a direct employment

relationship with a Purchased Subsidiary’s employee or an Affiliate’s Employee and Parent.

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"UAW Retiree Settlement A_.g.reement" means the UAW Retiree Settlement Agreement to

be executed prior to the Closing, substantially in the form attached hereto as Exhibit

"Union" means any labor union, organization or association representing any employees

(but not including the UAW) with respect to their employment with any of Sellers or their

Affiliates.

"United States" or "U.S." means the United States of America, including its territories

and insular pos~essto-ns.

"UST Credit Bid Amount" has the meaning set forth in Section 3o2(a)(i).

"UST Credit Facilities" means (i) the Loan and Security Agreement, dated December 31,

2008, between Parent and Sponsor and (ii) those certain promissory notes dated December 31,

2008, April 22, 2009, May 20, 2009, and May 27, 2009 issued by Parent to Sponsor as additional

compensation for the extensions of credit under the Loan and Security Agreement, dated

December 31, 2008.

"UST Warrant" means the warrant issued by Parent to Sponsor pursuant to and in

consideration of the UST Credit Facilities.

"VEBA Shares" has the meaning set forth in Section 5.4(e).

"VEBA Note" has the meaning set forth in Section 7.3(g)(iv).

"VEBA Warrant" means warrants to acquire 15,151,515 shares of Common Stock issued

pursuant to a warrant agreement, substantially in the form attached hereto as Exhibit E.

"Viabili _ty Plans" means (i) Parent’s Restructuring Plan for Long-Term Viability, dated

December 2, 2008; (ii) Parent’s 2009-2014 Restructuring Plan, dated February 17, 2009; (iii)

Parent’s 2009-2014 Restructuring Plan: Progress Report, dated March 30, 2009; and (iv)

Parent’s Revised Viability Plan, all as described in Parent’s Registration Statement on Form S-4

(Reg. No 333-158802), initially filed with the SEC on April 27, 2009, in each case, as amended,

supplemented and/or superseded.

"WARN" means the Workers Adjustment and Retraining Notification Act of 1988, as

amended, and similar foreign, state and local Laws.

"Wind Down FacilitE" has the meaning set forth in Section 6.9(b).

Section 1.2 Other Interpretive Provisions. The words "hereof", "herein" and

"hereunder" and words of similar import when used in this Agreement refer to this Agreement as

a whole (including the Sellers’ Disclosure Schedule) and not to any particular provision of this

Agreement, and all Article, Section, Sections of the Sellers’ Disclosure Schedule and Exhibit

references are to this Agreement unless otherwise specified. The words "include", "includes" and

"including" are deemed to be followed by the phrase "without limitation." The meanings given

to terms defined herein are equally applicable to both the singular and plural forms of such

terms. Whenever the context may require, any pronoun includes the corresponding masculine,

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 26 of 58
feminine and neuter forms. Except as otherwise expressly provided herein, all references to

"Dollars" or "$" are deemed references to lawful money of the United States. Unless otherwise

specified, references to any statute, listing rule, rule, standard, regulation or other Law (a)

include a reference to the corresponding rules and regulations and (b) include a reference to each

of them as amended, modified, supplemented, consolidated, replaced or rewritten from time to

time, and to any section of any statute, listing rule, rule, standard, regulation or other Law,

including any successor to such section. Where this Agreement states that a Party "shall" or

"will" perform in some manner or otherwise act or omit to act, it means that the Party is legally

obligated to do so in accordance with this Agreement.

ARTICLE II

PURCHASE AND SALE

Section 2.1 Purchase and Sale of Assets; Assumption of Liabilities. On the

terms and subject to the conditions set forth in this Agreement, at the Closing, Purchaser shall (a)

purchase, accept and acquire from Sellers, and Sellers shall sell, transfer, assign, convey and

deliver to Purchaser, free and clear of all Encumbrances (other than Permitted Encumbrances),

Claims and other interests, the Purchased Assets and (b) assume and thereafter pay or perform as

and when due, or otherwise discharge, all of the Assumed Liabilities.

Section 2.2 Purchased and Excluded Assets.

(a) The "Purchased Assets" shall consist of the right, title and interest that

Sellers possess and have the right to legally transfer in and to all of the properties, assets,

rights, titles and interests of every kind and nature, owned, leased, used or held for use by

Sellers (including indirect and other forms of beneficial ownership), whether tangible or

intangible, real, personal or mixed, and wherever located and by whomever possessed, in

each case, as the same may exist as of the Closing, including the following properties,

assets, rights, titles and interests (but, in every case, excluding the Excluded Assets):

(i) all cash and cash equivalents, including all marketable securities,

certificates of deposit and all collected funds or items in the process of collection

at Sellers’ financial institutions through and including the Closing, and all bank

deposits, investment accounts and Iockboxes related thereto, other than the

Excluded Cash and Restricted Cash;

(ii) all restricted or escrowed cash and cash equivalents, including

restricted marketable securities and certificates of deposit (collectively,

"Restricted Cash") other than the Restricted Cash described in Section 2.2(b)(ii);

(iii) all accounts and notes receivable and other such Claims for money

due to Sellers, including the full benefit of all security for such accounts, notes

and Claims, however arising, including arising from the rendering of services or

the sale of goods or materials, together with any unpaid interest accrued thereon

from the respective obligors and any security or collateral therefor, other than

intercompany receivables (collectively, "Receivables");

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(iv) all intercompany obligations ("Intercom.pare/ Obligations") owed

or due, directly or indirectly, to Sellers by any Subsidiary of a Seller or joint

venture or other entity in which a Subsidiary of a Seller has any Equity Interest;

(v) (A) subject to Section 2.4, all Equity Interests in the Transferred

Entities (collectively, the "Transferred Equi__i~ Interests") and (B) the corporate

charter, qualification to conduct business as a foreign corporation, arrangements

with registered agents relating to foreign qualifications, taxpayer and other

identitication numbers, corporate seal, minute--books, stock transfer books, blank

stock certificates and any other documents relating to the organization,

maintenance and existence of each Transferred Entity;

(vi) all Owned Real Property and Leased Real Property (collectively,

the "Transferred Real Propert2");

(vii) all machinery, equipment (including test equipment and material

handling equipment), hardware, spare parts, tools, dies, jigs, molds, patterns,

gauges, fixtures (including production fixtures), business machines, computer

hardware, other information technology assets, furniture, supplies, vehicles, spare

parts in respect of any of the foregoing and other tangible personal property

(including any of the foregoing in the possession of manufacturers, suppliers,

customers, dealers or others and any of the foregoing in transit) that does not

constitute Inventory (collectively, "Personal Propert2"), including the Personal

Property located at the Excluded Real Property and identified on Section

2.2(a)(vii) of the Sellers’ Disclosure Schedule;

(viii) all inventories of vehicles, raw materials, work-in-process, finished

goods, supplies, Stock, parts, packaging materials and other accessories related

thereto (collectively, "Inventory"), wherever located, including any of the

foregoing in the possession of manufacturers, suppliers, customers, dealers or

others and any of the foregoing in transit or that is classified as returned goods;

(ix) (A) all Intellectual Property, whether owned, licensed or otherwise

held, and whether or not registrable (including any Trademarks and other

Intellectual Property associated with the Discontinued Brands), and (B) all rights

and benefits associated with the foregoing, including all rights to sue or recover

for past, present and future infringement, misappropriation, dilution, unauthorized

use or other impairment or violation of any of the foregoing, and all income,

royalties, damages and payments now or hereafter due or payable with respect to

any of the foregoing;

(x) subject to Section 2,4, all Contracts, other than the Excluded

Contracts (collectively, the "Purchased Contracts"), including, for the avoidance

of doubt, (A) the UAW Collective Bargaining Agreement and (B) any Executory

Contract designated as an Assumable Executory Contract as of the applicable

Assumption Effective Date; ~, however, that if any Executory Contract

designated as an Assumable Executory Contract is recharacterized by a Final

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 28 of 58
Order as a secured financing, then the real property or personal property that is

subject to such Contract shall be a Purchased Asset;

(xi) subject to Section 2.4, all approvals, Contracts, authorizations,

permits, licenses, easements, Orders, certificates, registrations, franchises,

qualifications, rulings, waivers, variances or other forms of permission, consent,

exemption or authority issued, granted, given or otherwise made available by or

under the authority of any Governmental Authority, including all pending

applications therefor and all renewals and extensions thereof (collectively,

"Permits"), other than to the extent that any of the foregoing relate exclusively to

the Excluded Assets or Retained Liabilities;

(xii) all credits, deferred charges, prepaid expenses, deposits, advances,

warranties, rights, guarantees, surety bonds, letters of credit, trust arrangements

and other similar financial arrangements, in each case, relating to the Purchased

Assets or Assumed Liabilities, including all warranties, rights and guarantees

(whether express or implied) made by suppliers, manufacturers, contractors and

other third parties under or in connection with the Purchased Contracts;

(xiii) all Claims (including Tax refunds) relating to the Purchased Assets

or Assumed Liabilities, including the Claims identified on Section 2.2(a)(xiii) of

the Sellers’ Disclosure Schedule and all Claims against any Taxing Authority for

any period, other than Bankruptcy Avoidance Actions and any of the foregoing to

the extent that they relate exclusively to the Excluded Assets or Retained

Liabilities;

(xiv) all books, records, ledgers, files, documents, correspondence, lists,

plats, specifications, surveys, drawings, advertising and promotional materials,

reports and other materials (in whatever form or medium), including Tax books

and records and Tax Returns used or held for use in connection with the

ownership or operation of the Purchased Assets or Assumed Liabilities, including

the Purchased Contracts, customer lists, customer information and account

records, computer files, data processing records, employment and personnel

records, advertising and marketing data and records, credit records, records

relating to suppliers, legal records and information and other data;

(xv) all goodwill and other intangible personal property arising in

connection with the ownership, license, use or operation of the Purchased Assets

or Assumed Liabilities;

(xvi) to the extent provided in Section 6o17(e), all Assumed Plans;

(xvii) all insurance policies and the rights to the proceeds thereof, other

than the Excluded Insurance Policies;

(xviii) any rights of any Seller, Subsidiary of any Seller or Seller Group

member to any Tax refunds, credits or abatements that relate to any Pre-Closing

Tax Period or Straddle Period; and

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 29 of 58
(xix) any interest in Excluded Insurance Policies, only to the extent such

interest relates to any Purchased Asset or Assumed Liability.

(b) Notwithstanding anything to the contrary contained in this Agreement,

Sellers shall retain all of their respective right, title and interest in and to, and shall not,

and shall not be deemed to, sell, transfer, assign, convey or deliver to Purchaser, and the

Purchased Assets shall not, and shall not be deemed to, include the following

(collectively, the "Excluded Assets"):

(i) cash or cash equivalents in an amount equal to $950,000,000 (the

"Excluded Cash");

(ii) all Restricted Cash exclusively relating to the Excluded Assets or

Retained Liabilities;

(iii) all Receivables (other than Intercompany Obligations) exclusively

related to any Excluded Assets or Retained Liabilities;

(iv) all of Selle~s’ Equity Interests in (A) S LLC, (B) S Distribution,

(C) Harlem and (D) the Subsidiaries, joint ventures and the other entities in which

any Seller has any Equity Interest and that are identified on Section 2.2(b)(iv) of

the Sellers’ Disclosure Schedule, and, in each case, their respective direct and

indirect Subsidiaries as of the Closing Date (collectively, the "Excluded

Entities");

(v) (A) all owned real property set forth on Exhibit F and such

additional owned real property set forth on Section 2.2(b)(v) of the Sellers’

Disclosure Schedule (including, in each case, any structures, buildings or other

improvements located thereon and appurtenances thereto) and (B) all real

property leased or subleased that is subject to a Contract designated as an

"Excluded Contract" (collectively, the "Excluded Real Propert2");

(vi) all Personal Property that is (A) located at the Transferred Real

Property and identified on Section 2.2ib)(vi) of the Sellers’ Disclosure Schedule,

(B) located at the Excluded Real Property, except for those items identified on

Section 2.2(a)(vii) of the Sellers’ Disclosure Schedule or (C) subject to a Contract

designated as an Excluded Contract (collectively, the "Excluded Personal

(vii) (A) all Contracts identified on Section 2.2(b)(vii) of the Sellers’

Disclosure Schedule immediately prior to the Closing, (B) all Executory

Contracts designated as Rejectable Executory Contracts, (C) all Executory

Contracts that have not been designated as Assumable Executory Contracts in

accordance with Section 6.6 as of the Executory Contract Designation Deadline

or that are determined, pursuant to the procedures set forth in the Sale Procedures

Order, not to be assumable and assignable to Purchaser, (D) all Collective

Bargaining Agreements not set forth on the Assumable Executory Contract

Schedule and (E) all non-Executory Contracts for which performance by a third-

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 30 of 58
party or counterparty is substantially complete and for which a Seller owes a

continuing or future obligation with respect to such non-Executory Contracts

(collectively, the "Excluded Contracts"), including any accounts receivable

arising out of or in connection with any Excluded Contract; it being understood

and agreed by the Parties hereto that, notwithstanding anything to the contrary

herein, in no event shall the UAW Collective Bargaining Agreement be

designated or otherwise deemed or considered an Excluded Contract;

(viii) all books, records, l~dgers, files, documents, correspondence, lists,

plats, specifications, surveys, drawings, advertising and promotional materials,

reports and other materials (in whatever form or medium) relating exclusively to

the Excluded Assets or Retained Liabilities, and any books, records and other

materials that any Seller is required by Law to retain;

(ix) the corporate charter, qualification to conduct business as a foreign

corporation, arrangements with registered agents relating to foreign qualifications,

taxpayer and other identification numbers, corporate seal, minute books, stock

transfer books, blank stock certificates and any other documents relating to the

organization, maintenance and existence of each Seller and each Excluded Entity;

(x) all Claims against suppliers, dealers and any other third parties

relating exclusively to the Excluded Assets or Retained Liabilities;

(xi) all of Sellers’ Claims under this Agreement, the Ancillary

Agreements and the Bankruptcy Code, of whatever kind or nature, as set forth in

Sections 544 through 551 (inclusive), 553, 558 and any other applicable

provisions of the Bankruptcy Code, and any related Claims and actions arising

under such sections by operation of Law or otherwise, including any and all

proceeds of the foregoing (the "Bankruptcy Avoidance Actions"), but in all cases,

excluding all rights and Claims identified on Section 2.2(b)(xi) of the Sellers’

Disclosure Schedule;

(xii) all credits, deferred charges, prepaid expenses, deposits and

advances, warranties, rights, guarantees, surety bonds, letters of credit, trust

arrangements and other similar financial arrangements, in each case, relating

exclusively to the Excluded Assets or Retained Liabilities;

(xiii) all insurance policies identified on Section 2.2(b)(xiii) of the

Sellers’ Disclosure Schedule and the rights to proceeds thereof (collectively, the

"Excluded Insurance Policies"), other than any rights to proceeds to the extent

such proceeds relate to any Purchased Asset or Assumed Liability;

(xiv) all Permits, to the extent that they relate exclusively to the

Excluded Assets or Retained Liabilities;

(xv) all R’etained Plans; and

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 31 of 58
(xvi) those assets identified on Section 2.2(b)(xvi) of the Sellers’

Disclosure Schedule.

Section 2.3 Assumed and Retained Liabilities.

(a)

Sellers:

The "Assumed Liabilities" shall consist only of the following Liabilities of

(i) $6,711, ty, to

be restructured pursuant to the terms of Section 6.9 (the "Purchaser Assumed

Debt");

(ii) all Liabilities under each Purchased Contract;

(iii) all Intercompany Obligations owed or due, directly or indirectly, to

any Purchased Subsidiary or any joint venture or other entity in which a

Purchased Subsidiary has any Equity Interest (other than an Excluded Entity) by

Sellers;

(iv) all Cure Amounts under each Assumable Executory Contract that

becomes a Purchased Contract;

(v) all Liabilities of Sellers (A) arising in the Ordinary Course of

Business during the Bankruptcy Case through and including the Closing Date, to

the extent such Liabilities are administrative expenses of Sellers’ estates pursuant

to Section 503(b) of the Bankruptcy Code and (B) arising prior to the

commencement of the Bankruptcy Cases to the extent approved by the

Bankruptcy Court for payment by Sellers pursuant to a Final Order, in each case,

other than (1) Liabilities of the type described in Section 2.3(b)(iv), Section

2.3(b)(vi) and Section 2.3(b)(ix), (2) Liabilities arising under any dealer sales and

service Contract and any Contract related thereto, to the extent such Contract has

been designated as a Rejectable Executory Contract, and (3) Liabilities otherwise

assumed in this Section 2.3(a);

(vi) all Transfer Taxes payable in connection with the sale, transfer,

assignment, conveyance and delivery of the Purchased Assets pursuant to the

terms of this Agreement;

(vii) (A) all Liabilities arising under express written emission and

limited new vehicle warranties, certified used vehicle warranties and pre-owned

vehicle warranties delivered in connection with the sale of new, certified used or

pre-owned vehicles manufactured or sold by Sellers or Purchaser prior to or after

the Closing and (B) all Liabilities arising under express written emission and

limited warranties and warranties with respect to new or remanufactured motor

vehicle parts and equipment (including service parts, accessories, engines and

transmissions), manufactured or sold by Sellers or Purchaser;

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(viii) all Liabilities arising under any Environmental Law (A) relating to

conditions present on the Transferred Real Property, other than those Liabilities

described in Section 2.3(b)(iv), (B) resulting from Purchaser’s ownership or

operation of the Transferred Real Property after the Closing or (C) relating to

Purchaser’s failure to comply with Environmental Laws after the Closing;

(ix) all Liabilities (including Liabilities for negligence, strict liability,

design defect, manufacturing defect, failure to warn or breach of the express or

~mplied warranties of merchantability or fitness for a particular purpose) to third

parties for death, personal injury, other injury to Persons or damage to property

(collectively, "Product Liabilities"), in each case, arising out of products delivered

to a consumer, lessee or other purchaser of products at or after the Closing;

(x) all Liabilities of Sellers arising out of, relating to, in respect of, or

in connection with workers’ compensation claims against any Seller, except for

Retained Workers’ Compensation Claims;

(xi) all Liabilities arising out of, relating to, in respect of, or in

connection with the use, ownership or sale of the Purchased Assets after the

Closing;

(xii) all Liabilities (A) specifically assumed by Purchaser pursuant to

Section 6.17 and (B) arising out of, relating to or in connection with the salaries

and/or wages and vacation of all Transferred Employees that are accrued and

unpaid (or with respect to vacation, unused) as of the Closing Date;

(xiii) (A) all Employment-Related Obligations and (B) Liabilities under

any Assumed Plan, in each case, relating to any Employee that is or was covered

by the UAW Collective Bargaining Agreement, except for Retained Workers

Compensation Claims; and

(xiv) those other Liabilities identified on Section 2.3(a)(xiv) of the

Sellers’ Disclosure Schedule.

(b) Each Seller acknowledges and agrees that pursuant to the terms and

provisions of this Agreement, Purchaser shall not assume, or become liable to pay,

perform or discharge, any Liability of any Seller, whether occurring or accruing before, at

or after the Closing, other than the Assumed Liabilities. In furtherance and not in

limitation of the foregoing, and in all cases with the exception of the Assumed Liabilities,

neither Purchaser nor any of its Affiliates shall assume, or be deemed to have assumed,

any Indebtedness, Claim or other Liability of any Seller or any predecessor, Subsidiary or

Affiliate of any Seller whatsoever, whether occurring or accruing before, at or after the

Closing, including the following (collectively, the "Retained Liabilities"):

(i) all Liabilities arising out of, relating to, in respect of or in

connection with any Indebtedness of Sellers (other than Intercompany Obligations

and the Purchaser Assumed Debt), including those items identified on Section

2.3(b)(i) of the Sellers’ Disclosure Schedule;

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(ii) all Intercompany Obligations owed or due, directly or indirectly,

by Sellers to (A) another Seller, (B) any Excluded Subsidiary or (C) any joint

venture or other entity in which an Excluded Subsidiary has an Equity Interest,

other than a Transferred Entity;

(iii) all Liabilities arising out of, relating to, in respect of or in

connection with the Excluded Assets, other than Liabilities otherwise retained in

this Section 2.3(b);

(iv) all Liabilities (A) associated with noncompliance with

Environmental Laws (including for fines, penalties, damages and remedies); (B)

arising out of, relating to, in respect of or in connection with the transportation,

off-site storage or off-site disposal of any Hazardous Materials generated or

located at any Transferred Real Property; (C) arising out of, relating to, in respect

of or in connection with third-party Claims related to Hazardous Materials that

were or are located at or that migrated or may migrate from any Transferred Real

Property; (D) arising under Environmental Laws related to the Excluded Real

Property; or (E) for environmental Liabilities with respect to real property

formerly owned, operated or leased by Sellers (as of the Closing), which, in the

case of clauses (A), (B) and (C), arose prior to or at the Closing, and which, in the

case of clause (D) and (E), arise prior to, at or after the Closing;

(v) except for Taxes assumed in Section 2.3(a)(v) and Section

2.3(a)(v0, all Liabilities with respect to any (A) Taxes arising in connection with

Sellers’ business, the Purchased Assets or the Assumed Liabilities and that are

attributable to a Pre-Closing Tax Period (including any Taxes incurred in

connection with the sale of the Purchased Assets, other than all Transfer Taxes),

(B) other Taxes of any Seller and (C) Taxes of any Seller Group, including any

Liability of any Seller or any Seller Group member for Taxes arising as a result of

being or ceasing to be a member of any Seller Group;

(vi) all Liabilities for (A) costs and expenses relating to the

preparation, negotiation and entry into this Agreement and the Ancillary

Agreements (and the consummation of the transactions contemplated by this

Agreement and the Ancillary Agreements, which, for the avoidance of doubt,

shall not include any Transfer Taxes), including Advisory Fees, (B)

administrative fees, professional fees and all other expenses under the Bankruptcy

Code and (C) all other fees and expenses associated with the administration of the

Bankruptcy Cases;

(vii) all Employment-Related Obligations not otherwise assumed in

Section 2.3(a) and Section 6.17, including those arising out of, relating to, in

respect of or in connection with the employment, potential employment or

termination of employment of any individual (other than any Employee that is or

was covered by the UAW Collective Bargaining Agreement) (A) prior to or at the

Closing (including any severance policy, plan or program that exists or arises, or

may be deemed to exist or arise, as a result of, or in connection with, the

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 34 of 58
transactions contemplated by this Agreement) or (B) who is not a Transferred

Employee arising after the Closing and with respect to both clauses (A) and (B)

above, including any Liability arising out of, relating to, in respect of or in

connection with any Collective Bargaining Agreement (other than the UAW

Collective Bargaining Agreement);

(viii) all Liabilities arising out of, relating to, in respect of or in

connection with Claims for infringement or misappropriation of third party

intellectual property rights;

(ix) all Product Liabilities arising out of products delivered to a

consumer, lessee or other purchaser of products prior to the Closing;

(x) all Liabilities to third parties for death, personal injury, other injury

to Persons or damage to property, in each case, arising out of asbestos exposure;

(xi) all Liabilities to third parties for Claims based upon Contract, tort

or any other basis;

(xii) all workers’ compensation Claims set forth on Exhib________it__G_G and such

additional workers’ compensation Claims set forth on Section 2.3(b)(xii) of the

Sellers’ Disclosure Schedule ("Retained Workers’ Compensation Claims");

(xiii) all Liabilities arising out of, relating to, in respect of or in

connection with any Retained Plan;

(xiv) all Liabilities arising out of, relating to, in respect of or in

connection with any Assumed Plan or Purchased Subsidiaries Employee Benefit

Plan, but only to the extent such Liabilities result from the failure of such

Assumed Plan or Purchased Subsidiaries Employee Benefit Plan to comply in all

respects with TARP or such Liability related to any changes to or from the

administration of such Assumed Plan or Purchased Subsidiaries Employee

Benefit Plan prior to the Closing Date;

(xv) the Settlement Agreement, except as provided with respect to

Liabilities under Section 5A of the UAW Retiree Settlement Agreement; and

(xvi) all Liabilities arising out of, related to or in connection with any

(A) implied warranty or other implied obligation arising under statutory or

common law without the necessity of an express warranty or (B) allegation,

statement or writing by or attributable to Sellers.

Section 2.4 Non-Assignability.

(a) If any Contract, Transferred Equity Interest (or any interest therein),

Permit or other asset, which by the terms of this Agreement, is intended to be included in

the Purchased Assets is determined not capable of being assigned or transferred (whether

pursuant to Sections 363 or 365 of the Bankruptcy Code) to Purchaser at the Closing

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without the consent of another party thereto, the issuer thereof or any third party

(including a Governmental Authority) ("Non-Assignable Assets"), this Agreement shall

not constitute an assignment thereof, or an attempted assignment thereof, unless and until

any such consent is obtained. Subject to Section 6.3, Sellers shall use reasonable best

efforts, and Purchaser shall use reasonable best efforts to cooperate with Sellers, to obtain

the consents necessary to assign to Purchaser the Non-Assignable Assets before, at or

after the Closing; provided, however, that neither Sellers nor Purchaser shall be required

to make any expenditure, incur any Liability, agree to any modification to any Contract

or forego or alter any rights ~n connection with such efforts.

(b) To the extent that the consents referred to in Section 2.4(a) are not

obtained by Sellers, except as otherwise provided in the Ancillary Documents to which

one or more Sellers is a party, Sellers’ sole responsibility with respect to such

Non-Assignable Assets shall be to use reasonable best efforts, at no cost to Sellers, to (i)

provide to Purchaser the benefits of any Non-Assignable Assets; (ii) cooperate in any

reasonable and lawful arrangement designed to provide the benefits of any

Non-Assignable Assets to Purchaser without incurring any financial obligation to

Purchaser; and (iii) enforce for the account of Purchaser and at the cost of Purchaser any

rights of Sellers arising from any Non-Assignable Asset against such party or parties

thereto; provided, however, that any such efforts described in clauses (i) through (iii)

above shall be made only with the consent, and at the direction, of Purchaser. Without

limiting the generality of the foregoing, with respect to any Non-Assignable Asset that is

a Contract of Leased Real Property for which a consent is not obtained on or prior to the

Closing Date, Purchaser shall enter into a sublease containing the same terms and

conditions as such lease (unless such lease by its terms prohibits such subleasing

arrangement), and entry into and compliance with such sublease shall satisfy the

obligations of the Parties under this Section 2.4(b) until such consent is obtained.

(c) If Purchaser is provided the benefits of any Non-Assignable Asset

pursuant to Section 2.4(b), Purchaser shall perform, on behalf of the applicable Seller,

for the benefit of the issuer thereof or the other party or parties thereto, the obligations

(including payment obligations) of the applicable Seller thereunder or in connection

therewith arising from and after the Closing Date and if Purchaser fails to perform to the

extent required herein, Sellers, without waiving any rights or remedies that they may

have under this Agreement or applicable Laws, may (i) suspend their performance under

Seetion 2.4(b) in respect of the Non-Assignable Asset that is the subject of such failure to

perform unless and until such situation is remedied, or (ii) perform at Purchaser’s sole

cost and expense, in which case, Purchaser shall reimburse Sellers’ costs and expenses of

such performance immediately upon receipt of an invoice therefor. To the extent that

Purchaser is provided the benefits of any Non-Assignable Asset pursuant to Section

2.4(b), Purchaser shall indemnify, defend and hold Sellers harmless from and against any

and all Liabilities relating to such Non-Assignable Asset and arising from and after the

Closing Date (other than such Damages that have resulted from the gross negligence or

willful misconduct of Sellers).

(d) For the avoidance of doubt, the inability of any Contract, Transferred

Equity Interest (or any other interest therein), Permit or other asset, which by the terms of

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this Agreement is intended to be included in the Purchased Assets to be assigned or

transferred to Purchaser at the Closing shall not (i) give rise to a basis for termination of

this Agreement pursuant to ARTICLE VIII or (ii) give rise to any right to any

adjustment to the Purchase Price.

ARTICLE III

CLOSING; PURCHASE PRICE

Section 3.1 Closing. The closing of the transactions contemplated by this

Agreement (the "Closing") shall occur on the date that falls at least three (3) Business Days

following the satisfaction and/or waiver of all conditions to the Closing set forth in

ARTICLE ¥II (other than any of such conditions that by its nature is to be satisfied at the

Closing, but subject to the satisfaction or waiver of such conditions), or on such other date as the

Parties mutually agree, at the offices of Jenner & Block LLP, 330 North Wabash Avenue,

Chicago, Illinois 60611, or at such other place or such other date as the Parties may agree in

writing. The date on which the Closing actually occurs shall be referred to as the "Closing

Date," and except as otherwise expressly provided herein, the Closing shall for all purposes be

deemed effective as of 9:00 a.m., New York City time, on the Closing Date.

Section 3.2 Purchase Price.

(a) The purchase price (the "Purchase Price") shall be equal to the sum of:

(i) a Bankruptcy Code Section 363(k) credit bid in an amount equal

to: (A) the amount of Indebtedness of Parent and its Subsidiaries as of the

Closing pursuant to the UST Credit Facilities, and (B) the amount of Indebtedness

of Parent and its Subsidiaries as of the Closing under the DIP Facility, less (1)

$6,711,864,407 of Indebtedness under the DIP Facility, and (2) $950,000,000 of

Indebtedness under the DIP Facility (such amount, the "UST Credit Bid

Amount");

(ii) the UST Warrant (which the Parties agree has a value of no less

than $1,000);

(iii) the valid issuance by Purchaser to Parent of 50,000,000 shares of

Common Stock (collectively, the "Parent Shares") and the Parent Warrants; and

(iv) the assumption by Purchaser or its designated Subsidiaries of the

Assumed Liabilities.

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

the Closing, Purchaser shall (i) offset, pursuant to Section 363(k) of the Bankruptcy

Code, the UST Credit Bid Amount against Indebtedness of Parent and its Subsidiaries

owed to Purchaser as of the Closing under the UST Credit Facilities and the DIP Facility;

(ii) transfer to Parent, in accordance with the instructions provided by Parent to Purchaser

prior to the Closing, the UST Warrant; and (iii) issue to Parent, in accordance with the

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instructions provided by Parent to Purchaser prior to the Closing, the Parent Shares and

the Parent Warrants.

(c)

(i) Sellers may, at any time, seek an Order of the Bankruptcy Court

(the "Claims Estimate Order"), which Order may be the Order confirming Sellers’

Chapter 11 plan, estimating the aggregate allowed general unsecured claims

against Sellers’ estates. If in the aims s ima e rder, the Ban--kruptcy Court

makes a finding that the estimated aggregate allowed general unsecured claims

against Sellers’ estates exceed $35,000,000,000, then Purchaser will, within five

(5) days of entry of the Claims Estimate Order, issue 10,000,000 additional shares

of Common Stock (the "A_Ad’ustment Shares") to Parent, as an adjustment to the

Purchase Price.

(ii) The number of Adjustment Shares shall be adjusted to take into

account any stock dividend, stock split, combination of shares, recapitalization,

merger, consolidation, reorganization or similar transaction with respect to the

Common Stock, effected from and after the Closing and before issuance of the

Adjustment Shares.

(iii) At the Closing, Purchaser shall have authorized and, thereafter,

shall reserve for issuance the Adjustment Shares that may be issued hereunder.

Section 3.3 Allocation. Following the Closing, Purchaser shall prepare and

deliver to Sellers an allocation of the aggregate consideration among Sellers and, for any

transactions contemplated by this Agreement that do not constitute an Agreed G Transaction

pursuant to Section 6.16, Purchaser shall also prepare and deliver to the applicable Seller a

proposed allocation of the Purchase Price and other consideration paid in exchange for the

Purchased Assets, prepared in accordance with Section 1060, and if applicable, Section 338, of

the Tax Code (the "Allocation"). The applicable Seller shall have thirty (30) days after the

delivery of the Allocation to review and consent to the Allocation in writing, which consent shall

not be unreasonably withheld, conditioned or delayed. If the applicable Seller consents to the

Allocation, such Seller and Purchaser shall use such Allocation to prepare and file in a timely

manner all appropriate Tax filings, including the preparation and filing of all applicable forms in

accordance with applicable Law, including Forms 8594 and 8023, if applicable, with their

respective Tax Returns for the taxable year that includes the Closing Date and shall take no

position in any Tax Return that is inconsistent with such Allocation; provided, however, that

nothing contained herein shall prevent the applicable Seller and Purchaser from settling any

proposed deficiency or adjustment by any Governmental Authority based upon or arising out of

such Allocation, and neither the applicable Seller nor Purchaser shall be required to litigate

before any court, any proposed deficiency or adjustment by any Taxing Authority challenging

such Allocation. If the applicable Seller does not consent to such Allocation, the applicable

Seller shall notify Purchaser in writing of such disagreement within such thirty (30) day period,

and thereafter, the applicable Seller shall attempt in good faith to promptly resolve any such

disagreement. If the Parties cannot resolve a disagreement under this Section 3.3, such

disagreement shall be resolved by an independent accounting firm chosen by Purchaser and

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reasonably acceptable to the applicable Seller, and such resolution shall be final and binding on

the Parties. The fees and expenses of such accounting firm shall be borne equally by Purchaser,

on the one hand, and the applicable Seller, on the other hand. The applicable Seller shall provide

Purchaser, and Purchaser shall provide the applicable Seller, with a copy of any information

described above required to be furnished to any Taxing Authority in connection with the

transactions contemplated herein.

Section 3.4 Prorations.

(a) The following prorations relating to the Purchased Assets shall be made:

(i) Except as provided in Section 2.3(a)(v) and Section 2.3(a)(vi), in

the case of Taxes with respect to a Straddle Period, for purposes of Retained

Liabilities, the portion of any such Tax that is allocable to Sellers with respect to

any Purchased Asset (including, for the avoidance of doubt, with respect to any

Purchased Subsidiary) shall be:

(A) in the case of Taxes that are either (1) based upon or related

to income or receipts, or (2) imposed in connection with any sale or other

transfer or assignment of property (real or personal, tangible or

intangible), other than Transfer Taxes, equal to the amount that would be

payable if the taxable period ended on the Closing Date; and

(B) in the case of Taxes imposed on a periodic basis, or

otherwise measured by the level of any item, deemed to be the amount of

such Taxes for the entire Straddle Period (after giving effect to amounts

which may be deducted from or offset against such Taxes) (or, in the case

of such Taxes determined on an arrears basis, the amount of such Taxes

for the immediately preceding period), multiplied by a fraction, the

numerator of which is the number of days in the period ending on the

Closing Date and the denominator of which is the number of days in the

entire Straddle Period.

In the case of any Tax based upon or measured by capital (including net worth or

long-term debt) or intangibles, any amount thereof required to be allocated under

this clause (i) shall be computed by reference to the level of such items on the

Closing Date. All determinations necessary to effect the foregoing allocations

shall be made in a manner consistent with prior practice of the applicable Seller,

Seller Group member, or Seller Subsidiary.

(ii) All charges for water, wastewater treatment, sewers, electricity,

fuel, gas, telephone, garbage and other utilities relating to the Transferred Real

Property shall be prorated as of the Closing Date, with Sellers being liable to the

extent such items relate to the Pre-Closing Tax Period, and Purchaser being liable

to the extent such items relate to the Post-Closing Tax Period.

(b) If any of the foregoing proration amounts cannot be determined as of the

Closing Date due to final invoices not being issued as of the Closing Date, Purchasers

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and Sellers shall prorate such items as and when the actual invoices are issuedto the

appropriate Party. The Party owing amounts to the other by means of such prorations

shall pay the same within thirty (30) days after delivery of a written request by the paying

Party.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as disclosed in the Parent SEC Documents or in the Sellers’ Disclosure Schedule,

each Seller represents and warrants severally, and not jointly, to Purchaser as follows:

Section 4.1 Organization and Good Standing. Each Seller and each Purchased

Subsidiary is duly organized and validly existing under the Laws of its jurisdiction of

organization. Subject to the limitations imposed on Sellers as a result of having filed the

Bankruptcy Cases, each Seller and each Purchased Subsidiary has all requisite corporate, limited

liability company, partnership or similar power, as the case may be, and authority to own, lease

and operate its properties and assets and to carry on its business as now being conducted. Each

Seller and each Purchased Subsidiary is duly qualified or licensed or admitted to do business,

and is in good standing in (where such concept is recognized under applicable Law), the

jurisdictions in which the ownership of its property or the conduct of its business requires such

qualification or license, in each case, except where the failure to be so qualified, licensed or in

good standing would not reasonably be expected to have a Material Adverse Effect. Sellers have

made available to Purchaser prior to the execution of this Agreement true and complete copies of

Sellers’ Organizational Documents, in each case, as in effect on the date of this Agreement.

Section4.2 Authorization," Enforceability. Subject to the entry and

effectiveness of the Sale Approval Order, each Seller has the requisite corporate or limited

liability company power and authority, as the case may be, to (a) execute and deliver this

Agreement and the Ancillary Agreements to which such Seller is a party; (b) perform its

obligations hereunder and thereunder; and (c) consummate the transactions contemplated by this

Agreement and the Ancillary Agreements to which such Seller is a party. Subject to the entry

and effectiveness of the Sale Approval Order, this Agreement constitutes, and each Ancillary

Agreement, when duly executed and delivered by each Seller that is a party thereto, shall

constitute, a valid and legally binding obligation of such Seller (assuming that this Agreement

and such Ancillary Agreements constitute valid and legally binding obligations of Purchaser),

enforceable against such Seller in accordance with its respective terms and conditions, except as

enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium,

fraudulent transfer and other similar Laws relating to or affecting the enforcement of creditors’

rights generally from time to time in effect and by general equitable principles relating to

enforceability, including principles of commercial reasonableness, good faith and fair dealing.

Section 4.3 Noncontravention; Consents.

(a) Subject, in the case of clauses (i), (iii) and (iv), to the entry and

effectiveness of the Sale Approval Order, the execution, delivery and performance by

each Seller of this Agreement and the Ancillary Agreements to which it is a party, and

(subject to the entry of the Sale Approval Order) the consummation by such Seller of the

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transactions contemplated hereby and thereby, do not (i) violate any Law to which the

Purchased Assets are subject; (ii) conflict with or result in a breach of any provision of

the Organizational Documents of such Seller; (iii) result in a material breach or constitute

a material default under, or create in any Person the right to terminate, cancel or

accelerate any material obligation of such Seller pursuant to any material Purchased

Contract (including any material License); or (iv) result in the creation or imposition of

any Encumbrance, other than a Permitted Encumbrance, upon the Purchased Assets,

except for any of the foregoing in the case of clauses (i), (iii) and (iv), that would not

reasonably be expected to have a Material Adverse ffffect.

(b) Subject to the entry and effectiveness of the Sale Approval Order, no

consent, waiver, approval, Order, Permit, qualification or authorization of, or declaration

or filing with, or notification to, any Person or Governmental Authority (other than the

Bankruptcy Court) is required by any Seller for the consummation by each Seller of the

transactions contemplated by this Agreement or by the Ancillary Agreements to which

such Seller is a party or the compliance by such Seller with any of the provisions hereof

or thereof, except for (i) compliance with the applicable requirements of any Antitrust

Laws and (ii) such consent, waiver, approval, Order, Permit, qualification or

authorization of, or declaration or filing with, or notification to, any Person or

Governmental Authority, the failure of which to be received or made would not

reasonably be expected to have a Material Adverse Effect.

Section4.4 Subsidiaries. Section 4.4 of the Sellers’ Disclosure Schedule

identifies each Purchased Subsidiary and the jurisdiction of organization thereof. There are no

Equity Interests in any Purchased Subsidiary issued, reserved for issuance or outstanding. All of

the outstanding shares of capital stock, if applicable, of each Purchased Subsidiary have been

duly authorized, validly issued, are fully paid and nonassessable and are owned, directly or

indirectly, by Sellers, free and clear of all Encumbrances other than Permitted Encumbrances.

Sellers, directly or indirectly, have good and valid title to the outstanding Equity Interests of the

Purchased Subsidiaries and, upon delivery by Sellers to Purchaser of the outstanding Equity

Interests of the Purchased Subsidiaries (either directly or indirectly) at the Closing, good and

valid title to the outstanding Equity Interests of the Purchased Subsidiaries will pass to Purchaser

(or, with respect to any Purchased Subsidiary that is not a direct Subsidiary of a Seller, the

Purchased Subsidiary with regard to which it is a Subsidiary will continue to have good and valid

title to such outstanding Equity Interests). None of the outstanding Equity Interests in the

Purchased Subsidiaries has been conveyed in violation of, and none of the outstanding Equity

Interests in the Purchased Subsidiaries has been issued in violation of (a) any preemptive or

subscription rights, rights of first offer or first refusal or similar rights or (b) any voting trust,

proxy or other Contract (including options or rights of first offer or first refusal) with respect to

the voting, purchase, sale or other disposition thereof.

Section 4.5 Reports’ and Financial Statements; Internal Controls.

(a) (i) Parent has filed or furnished, or will file or furnish, as applicable, all

forms, documents, schedules and reports, together with any amendments required to be

made with respect thereto, required to be filed or furnished with the SEC from April 1,

2007 until the Closing (the "Parent SEC Documents"), and (ii) as of their respective

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filing dates, or, if amended, as of the date of the last such amendment, the Parent SEC

Documents complied or will comply in all material respects with the requirements of the

Securities Act and the Exchange Act, as applicable, and none of the Parent SEC

Documents contained or will contain any untrue statement of a material fact or omitted or

will omit to state any material fact required to be stated therein or necessary to make the

statements therein, in light of the circumstances under which they were made, not

misleading, subject, in the case of Parent SEC Documents filed or furnished during the

period beginning on the date hereof and ending on the Closing Date, to any modification

by Parent of its reporting obligations under Section 1-2 or Section 15(d) of the Exchange

Act as a result of the filing of the Bankruptcy Cases.

(b) (i) The consolidated financial statements of Parent included in the Parent

SEC Documents (including all related notes and schedules, where applicable) fairly

present or will fairly present in all material respects the consolidated financial position of

Parent and its consolidated Subsidiaries, as at the respective dates thereof, and (ii) the

consolidated results of their operations and their consolidated cash flows for the

respective periods then ended (subject, in the case of the unaudited statements, to normal

year-end audit adjustments and to any other adjustments described therein, including the

notes thereto) in conformity with GAAP (except, in the case of the unaudited statements,

as permitted by the SEC) applied on a consistent basis during the periods involved

(except as may be indicated therein or in the notes thereto), subject, in the case of Parent

SEC Documents filed or furnished during the period beginning on the date hereof and

ending on the Closing Date, to any modification by Parent of its reporting obligations

under Section 12 or Section 15(d) of the Exchange Act as a result of the filing of the

Bankruptcy Cases.

(c) Parent maintains a system of internal control over financial reporting

designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for inclusion in the Parent SEC Documents in

accordance with GAAP and maintains records that (i) in reasonable detail accurately and

fairly reflect the transactions and dispositions of the assets of Parent and its consolidated

Subsidiaries, (ii) provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with GAAP, and that receipts

and expenditures are made only in accordance with appropriate authorizations and (iii)

provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of assets. There are no (A) material weaknesses in the

design or operation of the internal controls of Parent or (B) to the Knowledge of Sellers,

any fraud, whether or not material, that involves management or other employees of

Parent or any Purchased Subsidiary who have a significant role in internal control.

Section 4.6 Absence of Certain Changes and Events. From January 1, 2009

through the date hereof, except as otherwise contemplated, required or permitted by this

Agreement, there has not been:

(a) (i) any declaration, setting aside or payment of any dividend or other

distribution (whether in cash, securities or other property or by allocation of additional

Indebtedness to any Seller or any Key Subsidiary without receipt of fair value) with

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respect to any Equity Interests in any Seller or any Key Subsidiary or any repurchase for

value of any Equity Interests or rights of any Seller or any Key Subsidiary (except for

dividends and distributions among its Subsidiaries) or (ii) any split, combination or

reclassification of any Equity Interests in Sellers or any issuance or the authorization of

any issuance of any other Equity Interests in respect of, in lieu of or in substitution for

Equity Interests of Sellers;

(b) other than as is required by the terms of the Parent Employee Benefit

Plans and Policies, the ~greement, the o ec ive argaining

Agreement or consistent with the expiration of a Collective Bargaining Agreement or as

may be required by applicable Law, in each case, as may be permitted by TARP or under

any enhanced restrictions on executive compensation agreed to by Parent and Sponsor,

any (i) grant to any Seller Key Personnel of any increase in compensation, except

increases required under employment Contracts in effect as of January 1, 2009, or as a

result of a promotion to a position of additional responsibility, (ii) grant to any Seller Key

Personnel of any increase in retention, change in control, severance or termination

compensation or benefits, except as required under any employment Contracts in effect

as of January 1, 2009, (iii) other than in the Ordinary Course of Business, adoption,

termination of, entry into or amendment or modification of, in a material manner, any

Benefit Plan, (iv) adoption, termination of, entry into or amendment or modification of,

in a material manner, any employment, retention, change in control, severance or

termination Contract with any Seller Key Personnel or (v) entry into or amendment,

modification or termination of any Collective Bargaining Agreement or other Contract

with any Union of any Seller or Purchased Subsidiary;

(c) any material change in accounting methods, principles or practices by any

Seller, Purchased Subsidiary or Seller Group member or any material joint venture to

which any Seller or Purchased Subsidiary is a party, in each case, materially affecting the

consolidated assets or Liabilities of Parent, except to the extent required by a change in

GAAP or applicable Law, including Tax Laws;

(d) any sale, transfer, pledge or other disposition by any Seller or any

Purchased Subsidiary of any portion of its assets or properties not in the Ordinary Course

of Business and with a sale price or fair value in excess of $100,000,000;

(e) aggregate capital expenditures by any Seller or any Purchased Subsidiary

in excess of $100,000,000 in a single project or group of related projects or capital

expenditures in excess of $100,000,000 in the aggregate;

(f) any acquisition by any Seller or any Purchased Subsidiary (including by

merger, consolidation, combination or acquisition of any Equity Interests or assets) of

any Person or business or division thereof (other than acquisitions of portfolio assets and

acquisitions in the Ordinary Course of Business) in a transaction (or series of related

transactions) where the aggregate consideration paid or received (including non-cash

equity consideration) exceeded $100,000,000;

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(g) any discharge or satisfaction of any Indebtedness by any Seller or any

Purchased Subsidiary in excess of $100,000,000, other than the discharge or satisfaction

of any Indebtedness when due in accordance with its terms;

(h) any alteration, whether through a complete or partial liquidation,

dissolution, merger, consolidation, restructuring, reorganization or in any other manner,

the legal structure or ownership of any Seller or any Key Subsidiary or any material joint

venture to which any Seller or any Key Subsidiary is a party, or the adoption or alteration

ofa p ’ ’ ,

(i) any amendment or modification to the material adverse detriment of any

Key Subsidiary of any material Affiliate Contract or Seller Material Contract, or

termination of any material Affiliate Contract or Seller Material Contract to the material

adverse detriment of any Seller or any Key Subsidiary, in each case, other than in the

Ordinary Course of Business;

(j) any event, development or circumstance involving, or any change in the

financial condition, properties, assets, liabilities, business, or results of operations of

Sellers or any circumstance, occurrence or development (including any adverse change

with respect to any circumstance, occurrence or development existing on or prior to the

end of the most recent fiscal year end) of Sellers that has had or would reasonably be

expected to have a Material Adverse Effect; or

(k) any commitment by any Seller, any Key Subsidiary (in the case of clauses

(a), (g) and (h) above) or any Purchased Subsidiary (in the case of clauses (b) through (f)

and clauses (h) and (j) above) to do any of the foregoing.

Section 4. 7 Title to and Sufficiency of Assets.

(a) Subject to the entry and effectiveness of the Sale Approval Order, at the

Closing, Sellers will obtain good and marketable title to, or a valid and enforceable right

by Contract to use, the Purchased Assets, which shall be transferred to Purchaser, free

and clear of all Encumbrances other than Permitted Encumbrances.

(b) The tangible Purchased Assets of each Seller are in normal operating

condition and repair, subject to ordinary wear and tear, and sufficient for the operation of

such Seller’s business as currently conducted, except where such instances of

noncompliance with the foregoing would not reasonably be expected to have a Material

Adverse Effect.

Section 4.8 Compliance with Laws; Permits.

(a) Each Seller and each Purchased Subsidiary is in compliance with and is

not in default under or in violation of any applicable Law, except where such

non-compliance, default or violation would not reasonably be expected to have a Material

Adverse Effect. Notwithstanding anything contained in this Section 4,8(a), no

representation or warranty shall be deemed to be made in this Section 4o8(a) in respect of

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the matters referenced in Section 4.5, Section 4.9, Section 4.10, Section 4.11 or Section

4o13, each of which matters is addressed by such other Sections of this Agreement.

(b) (i) Each Seller has all Permits necessary for such Seller to own, lease and

operate the Purchased Assets and (ii) each Purchased Subsidiary has all Permits

necessary for such entity to own, lease and operate its properties and assets, except in

each case, where the failure to possess such Permits would not reasonably be expected to

have a Material Adverse Effect. All such Permits are in full force and effect, except

w ." " ~ full forc~ a~rd effect would to haw ~t

Material Adverse Effect.

Section 4.9 Environmental Laws. Except as would not reasonably be expected

to have a Material Adverse Effect, to the Knowledge of Sellers, (a) each Seller and each

Purchased Subsidiary has conducted its business on the Transferred Real Property in compliance

with all applicable Environmental Laws; (b) none of the Transferred Real Property currently

contains any Hazardous Materials, which could reasonably be expected to give rise to an

undisclosed Liability under applicable Environmental Laws; (c) as of the date of this Agreement,

no Seller or Purchased Subsidiary has received any currently unresolved written notices, demand

letters or written requests for information from any Governmental Authority indicating that such

entity may be in violation of any Environmental Law in connection with the ownership or

operation of the Transferred Real Property; and (d) since April 1, 2007, no Hazardous Materials

have been transported in violation of any applicable Environmental Law, or in a manner

reasonably foreseen to give rise to any Liability under any Environmental Law, from any

Transferred Real Property as a result of any activity of any Seller or Purchased Subsidiary.

Except as provided in Section 4.8(b) with respect to Permits under Environmental Laws,

Purchaser agrees and understands that no representation or warranty is made in respect of

environmental matters in any Section of this Agreement other than this Section 4.9.

Section 4.10 Employee Benefit Plans.

(a) Section 4.10 of the Sellers’ Disclosure Schedule sets forth all material

Parent Employee Benefit Plans and Policies and Purchased Subsidiaries Employee

Benefit Plans (collectively, the "Benefit Plans"). Sellers have made available, upon

reasonable request, to Purchaser true, complete and correct copies of (i) each material

Benefit Plan, (ii) the three (3) most recent annual reports on Form 5500 (including all

schedules, auditor’s reports and attachments thereto) filed with the IRS with respect to

each such Benefit Plan (if any such report was required by applicable Law), (iii) the most

recent actuarial or other financial report prepared with respect to such Benefit Plan, if

any, (iv) each trust agreement and insurance or annuity Contract or other funding or

financing arrangement relating to such Benefit Plan and (v) to the extent not subject to

confidentiality restrictions, any material written communications received by Sellers or

any Subsidiaries of Sellers from any Governmental Authority relating to a Benefit Plan,

including any communication from the Pension Benefit Guaranty Corporation (the

"PBGC"), in respect of any Benefit Plan, subject to Title IV of ERISA.

(b) Except as would not reasonably be expected to have a Material Adverse

Effect, (i) each Benefit Plan has been administered in accordance with its terms, (ii) each

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of Sellers, any of their Subsidiaries and each Benefit Plan is in compliance with the

applicable provisions of ERISA, the Tax Code, all other applicable Laws (including

Section 409A of the Tax Code, TARP or under any enhanced restrictions on executive

compensation agreed to by Sellers with Sponsor) and the terms of all applicable

Collective Bargaining Agreements, (iii) there are no (A) investigations by any

Governmental Authority, (B) termination proceedings or other Claims (except routine

Claims for benefits payable under any Benefit Plans) or (C) Claims, in each case, against

or involving any Benefit Plan or asserting any rights to or Claims for benefits under any

Benefit Plan that could g~ve r~se to any Liability, and there are not any ~acts or

circumstances that could give rise to any Liability in the event of any such Claim and (iv)

each Benefit Plan that is intended to be a Tax-qualified plan under Section 401(a) of the

Tax Code (or similar provisions for Tax-registered or Tax-favored plans of non-United

States jurisdictions) is qualified and any trust established in connection with any Benefit

Plan that is intended to be exempt from taxation under Section 501 (a) of the Tax Code (or

similar provisions for Tax-registered or Tax-favored plans of non-United States

jurisdictions) is exempt from United States federal income Taxes under Section 501(a) of

the Tax Code (or similar provisions under non-United States law). To the Knowledge of

Sellers, no circumstance and no fact or event exists that would be reasonably expected to

adversely affect the qualified status of any Benefit Plan.

(c) None of the Parent Employee Benefit Plans and Policies or any material

Purchased Subsidiaries Employee Benefit Plans that is an "employee pension benefit

plan" (as defined in Section 3(2) of ERISA) has failed to satisfy, as applicable, the

minimum funding standards (as described in Section 302 of ERISA or Section 412 of the

Tax Code), whether or not waived, nor has any waiver of the minimum funding standards

of Section 302 of ERISA or Section 412 of the Tax Code been requested.

(d) No Seller or any ERISA Affiliate of any Seller (including any Purchased

Subsidiary) (i) has any actual or contingent Liability (A) under any employee benefit plan

subject to Title IV of ERISA other than the Benefit Plans (except for contributions not

yet due), (B) to the PBGC (except for the payment of premiums not yet due), which

Liability, in each case, has not been fully paid as of the date hereof, or, if applicable,

which has not been accrued in accordance with GAAP or (C) under any "multiemployer

plan" (as defined in Section 3(37) of ERISA), or (ii) will incur withdrawal Liability under

Title IV of ERISA as a result of the consummation of the transactions contemplated

hereby, except for Liabilities with respect to any of the foregoing that would not

reasonably be expected to have a Material Adverse Effect.

(e) Neither the execution of this Agreement or any Ancillary Agreement nor

the consummation of the transactions contemplated hereby (alone or in conjunction with

any other event, including termination of employment) will entitle any member of the

board of directors of Parent or any Applicable Employee who is an officer or member of

senior management of Parent to any increase in compensation or benefits, any grant of

severance, retention, change in control or other similar compensation or benefits, any

acceleration of the time of payment or vesting of any compensation or benefits (but not

including, for this purpose, any retention, stay bonus or other incentive plan, program,

arrangement that is a Retained Plan) or will require the securing or funding of any

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compensation or benefits or limit the right of Sellers, any Subsidiary of Sellers or

Purchaser or any Affiliates of Purchaser to amend, modify or terminate any Benefit Plan.

Any new grant of severance, retention, change in control or other similar compensation

or benefits to any Applicable Employee, and any payout to any Transferred Employee

under any such existing arrangements, that would otherwise occur as a result of the

execution of this Agreement or any Ancillary Agreement (alone or in conjunction with

any other event, including termination of employment), has been waived by such

Applicable Employee or otherwise cancelled.

(t) No amount or other entitlement currently in effect that could be received

(whether in cash or property or the vesting of property) as a result of the actions

contemplated by this Agreement and the Ancillary Agreements (alone or in combination

with any other event) by any Person who is a "disqualified individual" (as defined in

Treasury Regulation Section 1.280G-1) (each, a "Disqualified Individual") with respect

to Sellers would be an "excess parachute payment" (as defined in Section 280G(b)(1) of

the Tax Code). No Disqualified Individual or Applicable Employee is entitled to receive

any additional payment (e.g., any Tax gross-up or any other payment) from Sellers or any

Subsidiaries of Sellers in the event that the additional or excise Tax required by Section

409A or 4999 of the Tax Code, respectively is imposed on such individual.

(g) All individuals covered by the UAW Collective Bargaining Agreement are

either Applicable Employees or employed by a Purchased Subsidiary.

(h) Section 4.10(h) of the Sellers’ Disclosure Schedule lists all non-standard

individual agreements currently in effect providing for compensation, benefits and

perquisites for any current and former officer, director or top twenty-five (25) most

highly paid employee of Parent and any other such material non-standard individual

agreements with non-top twenty-five (25) employees.

Section 4.11 Labor Matters. There is not any labor strike, work stoppage or

lockout pending, or, to the Knowledge of Sellers, threatened in writing against or affecting any

Seller or any Purchased Subsidiary. Except as would not reasonably be expected to have a

Material Adverse Effect: (a) none of Sellers or any Purchased Subsidiary is engaged in any

material unfair labor practice; (b) there are not any unfair labor practice charges or complaints

against Sellers or any Purchased Subsidiary pending, or, to the Knowledge of Sellers, threatened,

before the National Labor Relations Board; (c) there are not any pending or, to the Knowledge of

Sellers, threatened in writing, union grievances against Sellers or any Purchased Subsidiary as to

which there is a reasonable possibility of adverse determination; (d) there are not any pending,

or, to the Knowledge of Sellers, threatened in writing, charges against Sellers or any Purchased

Subsidiary or any of their current or former employees before the Equal Employment

Opportunity Commission or any state or local agency responsible for the prevention of unlawful

employment practices; (e) no union organizational campaign is in progress with respect to the

employees of any Seller or any Purchased Subsidiary and no question concerning representation

of such employees exists; and (f) no Seller nor any Purchased Subsidiary has received written

communication during the past five (5) years of the intent of any Governmental Authority

responsible for the enforcement of labor or employment Laws to conduct an investigation of or

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affecting Sellers or any Subsidiary of Sellers and, to the Knowledge of Sellers, no such

investigation is in progress.

Section 4.12 Investigations," Litigation. (a) To the Knowledge of Sellers, there

is no investigation or review pending by any Governmental Authority with respect to any Seller

that would reasonably be expected to have a Material Adverse Effect, and (b) there are no

actions, suits, inquiries or proceedings, or to the Knowledge of Sellers, investigations, pending

against any Seller, or relating to any of the Transferred Real Property, at law or in equity before,

a-n-d-there are no Orders of or before, any Governmental-Authority, m each case that would

reasonably be expected to have a Material Adverse Effect.

Section 4.13 Tax Matters. Except as would not reasonably be expected to have

a Material Adverse Effect, (a) all Tax Returns required to have been filed by, with respect to or

on behalf of any Seller, Seller Group member or Purchased Subsidiary have been timely filed

(taking into account any extension of time to file granted or obtained) and are correct and

complete in all respects, (b) all amounts of Tax required to be paid with respect to any Seller,

Seller Group member or Purchased Subsidiary (whether or not shown on any Tax Return) have

been timely paid or are being contested in good faith by appropriate proceedings and have been

reserved for in accordance with GAAP in Parent’s consolidated audited financial statements, (c)

no deficiency for any amount of Tax has been asserted or assessed by a Taxing Authority in

writing relating to any Seller, Seller Group member or Purchased Subsidiary that has not been

satisfied by payment, settled or withdrawn, (d) there are no audits, Claims or controversies

currently asserted or threatened in writing with respect to any Seller, Seller Group member or

Purchased Subsidiary in respect of any amount of Tax or failure to file any Tax Return, (e) no

Seller, Seller Group member or Purchased Subsidiary has agreed to any extension or waiver of

the statute of limitations applicable to any Tax Return, or agreed to any extension of time with

respect to a Tax assessment or deficiency, which period (after giving effect to such extension or

waiver) has not yet expired, (f) no Seller, Seller Group member or Purchased Subsidiary is a

party to or the subject of any ruling requests, private letter rulings, closing agreements,

settlement agreements or similar agreemen.ts with any Taxing Authority for any periods for

which the statute of limitations has not yet run, (g) no Seller, Seller Group member or Purchased

Subsidiary (A) has any Liability for Taxes of any Person (other than any Purchased Subsidiary),

including as a transferee or successor, or pursuant to any contractual obligation (other than

pursuant to any commercial Contract not primarily related to Tax), or (B) is a party to or bound

by any Tax sharing agreement, Tax allocation agreement or Tax indemnity agreement (in every

case, other than this Agreement and those Tax sharing, Tax allocation or Tax indemnity

agreements that will be terminated prior to Closing and with respect to which no post-Closing

Liabilities will exist), (h) each of the Purchased Subsidiaries and each Seller and Seller Group

member has withheld or collected all Taxes required to have been withheld or collected and, to

the extent required, has paid such Taxes to the proper Taxing Authority, (i) no Seller, Seller

Group member or Purchased Subsidiary will be required to make any adjustments in taxable

income for any Tax period (or portion thereof) ending after the Closing Date, including pursuant

to Section 481(a) or 263A of the Tax Code or any similar provision of foreign, provincial, state,

local or other Law as a result of transactions or events occurring, or accounting methods

employed, prior to the Closing, nor is any application pending with any Taxing Authority

requesting permission for any changes in accounting methods that relate to any Seller, Seller

Group member or Purchased Subsidiary, (j) the Assumed Liabilities were incurred through the

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Ordinary Course of Business, (k) there are no Tax Encumbrances on any of the Purchased Assets

or the assets of any Purchased Subsidiary (other than Permitted Encumbrances), (l) none of the

Purchased Subsidiaries or Sellers has been a "distributing corporation" or a "controlled

corporation" in a distribution intended to qualify under Section 355(a) of the Tax Code, (m) none

of the Purchased Subsidiaries, Sellers or Seller Group members has participated in any "listed

transactions" or "reportable transactions" within the meaning of Treasury Regulations Section

1.6011-4, (n) there are no unpaid Taxes with respect to any Seller, Seller Group member or

Purchased Asset for which Purchaser will have liability as a transferee or successor and (o) the

most recent financial statements contained in the Parent SEC-Documents reflect an adequate

reserve for all Taxes payable by Sellers, the Purchased Subsidiaries and the members of all Seller

Groups for all taxable periods and portions thereof through the date of such financial statements.

Section 4.14 Intellectual Property and IT Systems.

(a) Except as would not reasonably be expected to have a Material Adverse

Effect: (i) each Seller and each Purchased Subsidiary owns, controls, or otherwise

possesses sufficient rights to use, free and clear of all Encumbrances (other than

Permitted Encumbrances) all Intellectual Property necessary for the conduct of its

business in substantially the same manner as conducted as of the date hereof; and (ii) all

Intellectual Property owned by Sellers that is necessary for the conduct of the business of

Sellers and each Purchased Subsidia13, as conducted as of the date hereof is subsisting

and in full force and effect, has not been adjudged invalid or unenforceable, has not been

abandoned or allowed to lapse, in whole or in part, and to the Knowledge of Sellers, is

valid and enforceable.

(b) Except as would not reasonably be expected to have a Material Adverse

Effect, all necessary registration, maintenance and renewal fees in connection with the

Intellectual Property owned by Sellers have been paid and all necessary documents and

certificates in connection with such Intellectual Property have been filed with the relevant

patent, copyright, trademark or other authorities in the United States or applicable foreign

jurisdictions, as the case may be, for the purposes of prosecuting, maintaining or

renewing such Intellectual Property.

(c) Except as would not reasonably be expected to have a Material Adverse

Effect, no Intellectual Property owned by Sellers is the subject of any licensing or

franchising Contract that prohibits or materially restricts the conduct of business as

presently conducted by any Seller or Purchased Subsidiary or the transfer of such

Intellectual Property.

(d) Except as would not reasonably be expected to have a Material Adverse

Effect: (i) the Intellectual Property or the conduct of Sellers’ and the Purchased

Subsidiaries’ businesses does not infringe, misappropriate, dilute, or otherwise violate or

conflict with the trademarks, patents, copyrights, inventions, trade secrets, proprietmaj

information and technology, know-how, formulae, rights of publicity or any other

intellectual property rights of any Person; (ii) to the Knowledge of Sellers, no other

Person is now infringing or in conflict with any Intellectual Property owned by Sellers or

Sellers’ rights thereunder; and (iii) no Seller or any Purchased Subsidiary has received

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any written notice that it is violating or has violated the trademarks, patents, copyrights,

inventions, trade secrets, proprietary information and technology, know-how, formulae,

rights of publicity or any other intellectual property rights of any third party.

(e) Except as would not reasonably be expected to have a Material Adverse

Effect, no holding, decision or judgment has been rendered by any Governmental

Authority against any Seller, which would limit, cancel or invalidate any Intellectual

Property owned by Sellers.

(f) No action or proceeding is pending, or to the Knowledge of Sellers,

threatened, on the date hereof that (i) seeks to limit, cancel or invalidate any Intellectual

Property owned by Sellers or such Sellers’ ownership interest therein; and (ii) if

adversely determined, would reasonably be expected to have a Material Adverse Effect.

(g) Except as would not reasonably be expected to have a Material Adverse

Effect, Sellers and the Purchased Subsidiaries have taken reasonable actions to (i)

maintain, enforce and police their Intellectual Property; and (ii) protect their material

Software, websites and other systems (and the information therein) from unauthorized

access or use.

(h) Except as would not reasonably be expected to have a Material Adverse

Effect: (i) each Seller and Purchased Subsidiary has taken reasonable steps to protect its

rights in, and confidentiality of, all the Trade Secrets, and any other confidential

information owned by such Seller or Purchased Subsidiary; and (ii) to the Knowledge of

Sellers, such Trade Secrets have not been disclosed by Sellers to any Person except

pursuant to a valid and appropriate non-disclosure, license or any other appropriate

Contract that has not been breached.

(i) Except as would not reasonably be expected to have a Material Adverse

Effect, there has not been any malfunction with respect to any of the Software, electronic

data processing, data communication lines, telecommunication lines, firmware, hardware,

Internet websites or other information technology equipment of any Seller or Purchased

Subsidiary since April 1, 2007, which has not been remedied or replaced in all respects.

(j) Except as would not reasonably be expected to have a Material Adverse

Effect: (i) the consummation of the transactions contemplated by this Agreement will not

cause to be provided or licensed to any third Person, or give rise to any rights of any third

Person with respect to, any source code that is part of the Software owned by Sellers; and

(ii) Sellers have implemented reasonable disaster recovery and back-up plans with

respect to the Software.

Section4.15 Real Property. Each Seller owns and has valid title to the

Transferred Real Property that is Owned Real Property owned by it and has valid leasehold or

subleasehold interests, as the case may be, in all of the Transferred Real Property that is Leased

Real Property leased or subleased by it, in each case, free and clear of all Encumbrances, other

than Permitted Encumbrances. Each of Sellers and the Purchased Subsidiaries has complied

with the terms of each lease, sublease, license or other Contract relating to the Transferred Real

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Property to which it is a party, except any failure to comply that would not reasonably be

expected to have a Material Adverse Effect.

Section 4,16 Material Contracts.

(a) Except for this Agreement, the Parent Employee Benefit Plans and

Policies, except as filed with, or disclosed or incorporated in, the Parent SEC Documents

or except as set forth on Section 4.16 of the Sellers’ Disclosure Schedule, as of the date

he~o-ef,...~ ~.,~....~- .o ~° ~und by ~.~ any ". " " "s

defined in Item 601(b)(10) of Regulation S-K of the SEC); (ii) any non-compete or

exclusivity agreement that materially restricts the operation of Sellers’ core business; (iii)

any asset purchase agreement, stock purchase agreement or other agreement entered into

within the past six years governing a material joint venture or the acquisition or

disposition of assets or other property where the consideration paid or received for such

assets or other property exceeded $500,000,000 (whether in cash, stock or otherwise);

(iv) any agreement or series of related agreements, with any supplier of Sellers who

directly support the production of vehicles, which provided collectively for payments

by Sellers to such supplier in excess of $250,000,000 during the 12-month period ended

December 31, 2008; (v) any agreement or series of related agreements with any supplier

of Sellers who does not directly support the production of vehicles, which, provided

collectively for payments by Sellers to such supplier in excess of $100,000,000 during

the 12-month period ended April 30, 2009; (vi) any Contract relating to the lease or

purchase of aircraft; (vii) any settlement agreement where a Seller has paid or may be

required to pay an amount in excess of $100,000,000 to settle the Claims covered by such

settlement agreement; (viii) any material Contract that will, following the Closing, as a

result of transactions contemplated hereby, be between or among a Seller or any Retained

Subsidiary, on the one hand, and Purchaser or any Purchased Subsidiary, on the other

hand (other than the Ancillary Agreements); and (ix) agreements entered into in

connection with a material joint venture (all Contracts of the type described in this

Section 4,16(a) being referred to herein as "Seller Material Contracts").

(b) No Seller is in breach of or default under, or has received any written

notice alleging any breach of or default under, the terms of any Seller Material Contract

or material License, where such breach or default would reasonably be expected to have a

Material Adverse Effect. To the Knowledge of Sellers, no other party to any Seller

Material Contract or material License is in breach of or default under the terms of any

Seller Material Contract or material License, where such breach or default would

reasonably be expected to have a Material Adverse Effect. Except as would not

reasonably be expected to have a Material Adverse Effect, each Seller Material Contract

or material License is a valid, binding and enforceable obligation of such Seller that is

party thereto and, to the Knowledge of Sellers, of each other party thereto, and is in full

force and effect, except as enforceability may be limited by applicable bankruptcy,

reorganization, insolvency, moratorium, fraudulent transfer and other similar Laws

relating to or affecting the enforcement of creditors’ rights generally from time to time in

effect and by general equitable principles relating to enforceability, including principles

of commercial reasonableness, good faith and fair dealing.

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Section 4.17 Dealer Sales and Service Agreements for Continuing Brands.

Parent is not in breach of or default under the terms of any United States dealer sales and

service Contract for Continuing Brands other than any Excluded Continuing Brand

Dealer Agreement (each, a "Dealer Agreement"), where such breach or default would

reasonably be expected to have a Material Adverse Effect. To the Knowledge of Sellers,

no other party to any Dealer Agreement is in breach of or default under the terms of such

Dealer Agreement, where such breach or default would not reasonably be expected to

have a Material Adverse Effect. Except as would not reasonably be expected to have a

Material Adverse Effect, each Dealer Agreement is a valid and binding obligation of

Parent and, to the Knowledge of Sellers, of each other party thereto, and is in full force

and effect, except as enforceability may be limited by applicable bankruptcy,

reorganization, insolvency, moratorium, fraudulent transfer and other similar Laws

relating to or affecting the enforcement of creditors’ rights generally from time to time in

effect and by general equitable principles relating to enforceability, including principles

of commercial reasonableness, good faith and fair dealing.

Section 4.18 Sellers’ Products.

(a) To the Knowledge of Sellers, since April l, 2007, neither Sellers nor any

Purchased Subsidiary has conducted or decided to conduct any material recall or other

field action concerning any product developed, designed, manufactured, sold, provided or

placed in the stream of commerce by or on behalf of any Seller or any Purchased

Subsidiary.

(b) As of the date hereof, there are no material pending actions for negligence,

manufacturing negligence or improper workmanship, or material pending actions, in

whole or in part, premised upon product liability, against or otherwise naming as a party

any Seller, Purchased Subsidiary or any predecessor-in-interest of any of the foregoing

Persons, or to the Knowledge of Sellers, threatened in writing or of which Seller has

received written notice that involve a product liability Claim resulting from the

ownership, possession or use of any product manufactured, sold or delivered by any

Seller, any Purchased Subsidiary or any predecessor-in-interest of any of the foregoing

Persons, which would reasonably be expected to have a Material Adverse Effect.

(c) To the Knowledge of Sellers and except as would not reasonably be

expected to have a Material Adverse Effect, no supplier to any Seller has threatened in

writing to cease the supply of products or services that could impair future production at

a major production facility of such Seller.

Section 4.19 Certain Business Practices. Each of Sellers and the Purchased

Subsidiaries is in compliance with the legal requirements under the Foreign Corrupt Practices

Act, as amended (the "FCPA"), except for such failures, whether individually or in the

aggregate, to maintain books and records or internal controls as required thereunder that are not

material. To the Knowledge of Sellers, since April 1, 2007, no Seller or Purchased Subsidiary,

nor any director, officer, employee or agent thereof, acting on its, his or her own behalf or on

behalf of any of the foregoing Persons, has offered, promised, authorized the payment of, or

paid, any money, or the transfer of anything of value, directly or indirectly, to or for the benefit

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of: (a) any employee, official, agent or other representative of any foreign Governmental

Authority, or of any public international organization; or (b) any foreign political party or official

thereof or candidate for foreign political office for the purpose of influencing any act or decision

of such recipient in the recipient’s official capacity, or inducing such recipient to use his, her or

its influence to affect any act or decision of such foreign government or department, agency or

instrumentality thereof or of such public international organization, or securing any improper

advantage, in the case of both clause (a) and (b) above, in order to assist any Seller or any

Purchased Subsidiary to obtain or retain business for, or to direct business to, any Seller or any

Subsidiary to material Liability under any applicable Laws of the United States (including the

FCPA) or of any foreign jurisdiction where any Seller or any Purchased Subsidiary does business

relating to corruption, bribery, ethical business conduct, money laundering, political

contributions, gifts and gratuities, or lawful expenses.

Section 4.20 Brokers and Other Advisors. No broker, investment banker,

financial advisor, counsel (other than legal counsel) or other Person is entitled to any broker’s,

finder’s or financial advisor’s fee or commission (collectively, "Advisory Fees") in connection

with the transactions contemplated by this Agreement based upon arrangements made by or on

behalf of Sellers or any Affiliate of any Seller.

Section 4. 21 Investment Representations’.

(a) Each Seller is acquiring the Parent Shares for its own account solely for

investment and not with a view to, or for sale in connection with, any distribution thereof

in violation of the Securities Act or the applicable securities Laws of any jurisdiction.

Each Seller agrees that it shall not transfer any of the Parent Shares, except in compliance

with the Securities Act and with the applicable securities Laws of any other jurisdiction.

(b) Each Seller is an "Accredited Investor" as defined in Rule 501(a)

promulgated under the Securities Act.

(c) Each Seller understands that the acquisition of the Parent Shares to be

acquired by it pursuant to the terms of this Agreement involves substantial risk. Each

Seller and its officers have experience as an investor in the Equity Interests of companies

such as the ones being transferred pursuant to this Agreement ~and each Seller

acknowledges that it can bear the economic risk of its investment and has such

knowledge and experience in financial or business matters that it is capable of evaluating

the merits and risks of its investment in the Parent Shares to be acquired by it pursuant to

the transactions contemplated by this Agreement.

(d) Each Seller further understands and acknowledges that the Parent Shares

have not been registered under the Securities Act or under the applicable securities Laws

of any jurisdiction and agrees that the Parent Shares may not be sold, transferred, offered

for sale, pledged, hypothecated or otherwise disposed of without registration under the

Securities Act or under the applicable securities Laws of any jurisdiction, or, in each

case, an applicable exemption therefrom.

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(e) Each Seller acknowledges that the offer and sale of the Parent Shares has

not been accomplished by the publication of any advertisement.

Section 4.22 No Other Representations or Warranties of Sellers. EXCEPT

FOR THE REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ARTICLE

IV, NONE OF SELLERS AND ANY PERSON ACTING ON BEHALF OF A SELLER

MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY

WITH RESPECT TO SELLERS, ANY OF THEIR AFFILIATES, SELLERS’ BUSINESS, THE

 ̄

OTHER INFORMATION PROVIDED TO PURCHASER OR ANY OF ITS AFFILIATES OR

REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SET

FORTH IN THE REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED IN

THIS ARTICLE IV, SELLERS MAKE NO REPRESENTATION OR WARRANTY,

EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO (A)

MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR

NON-INFRINGEMENT OF THE PURCHASED ASSETS, (B) ANY INFORMATION,

WRITTEN OR ORAL AND IN ANY FORM PROVIDED OR MADE AVAILABLE

(WHETHER BEFORE OR, IN CONNECTION WITH ANY SUPPLEMENT,

MODIFICATION OR UPDATE TO THE SELLERS’ DISCLOSURE SCHEDULE

PURSUANT TO SECTION 6.5, SECTION 6.6 OR SECTION 6.26, AFTER THE DATE

HEREOF) TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES,

INCLUDING IN "DATA ROOMS" (INCLUDING ON-LINE DATA ROOMS),

MANAGEMENT PRESENTATIONS, FUNCTIONAL "BREAK-OUT" DISCUSSIONS,

RESPONSES TO QUESTIONS SUBMI~ED ON BEHALF OF THEM OR OTHER

COMMUNICATIONS BETWEEN THEM OR ANY OF THEIR REPRESENTATIVES, ON

THE ONE HAND, AND SELLERS, THEIR AFFILIATES, OR ANY OF THEIR

REPRESENTATIVES, ON THE OTHER HAND, OR ON THE ACCURACY OR

COMPLETENESS OF ANY SUCH INFORMATION, OR ANY PROJECTIONS,

ESTIMATES, BUSINESS PLANS OR BUDGETS DELIVERED TO OR MADE AVAILABLE

TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR (C)

FUTURE REVENUES, EXPENSES OR EXPENDITURES, FUTURE RESULTS OF

OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE

FINANCIAL CONDITION (OR ANY COMPONENT THEREOF) OF SELLERS’ BUSINESS

OR THE PURCHASED ASSETS.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers as follows:

Section 5.1 Organization and Good Standing. Purchaser is a legal entity duly

organized, validly existing and in good standing under the Laws of its jurisdiction of

incorporation. Purchaser has the requisite limited liability company power and authority to own,

lease and operate its assets and to carry on its business as now being conducted.

Section 5.2 Authorization," Enforceability.

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(a) Purchaser has the requisite limited liability company power and authority

to (i) execute and deliver this Agreement and the Ancillary Agreements to which it is a

party; (ii) perform its obligations hereunder and thereunder; and (iii) consummate the

transactions contemplated by this Agreement and the Ancillary Agreements to which it is

a party.

(b) This Agreement constitutes, and each of the Ancillary Agreements to

which Purchaser is a party, when duly executed and delivered by Purchaser, shall

c

Agreement and such Ancillary Agreements constitute valid and legally binding

obligations of each Seller that is a party thereto and the other applicable parties thereto),

enforceable against Purchaser in accordance with its respective terms and conditions,

except as may be limited by applicable bankruptcy, reorganization, insolvency,

moratorium, fraudulent transfer and other similar Laws relating to or affecting the

enforcement of creditors’ rights generally from time to time in effect and by general

equitable principles relating to enforceability, including principles of commercial

reasonableness, good faith and fair dealing.

Section 5.3 Noncontravention," Consents.

(a) The execution and delivery by Purchaser of this Agreement and the

Ancillary Agreements to which it is a party, and (subject to the entry of the Sale

Approval Order) the consummation by Purchaser of the transactions contemplated hereby

and thereby, do not (i) violate any Law to which Purchaser or its assets is subject; (ii)

conflict with or result in a breach of any provision of the Organizational Documents of

Purchaser; or (iii) create a breach, default, termination, cancellation or acceleration of any

obligation of Purchaser under any Contract to which Purchaser is a party or by which

Purchaser or any of its assets or properties is bound or subject, except for any of the

foregoing in the cases of clauses (i) and (iii), that would not reasonably be expected to

have a material adverse effect on Purchaser’s ability to consummate the transactions

contemplated hereby or thereby or to perform any of its obligations under this Agreement

or any Ancillary Agreement to which it is a party (a "Purchaser Material Adverse

Effect").

(b) No consent, waiver, approval, Order, Permit or authorization of, or

declaration or filing with, or notification to, any Person or Governmental Authority is

required by Purchaser for the consummation by Purchaser of the transactions

contemplated by this Agreement or the Ancillary Agreements to which it is a party or the

compliance by Purchaser with any of the provisions hereof or thereof, except for (i)

compliance with the applicable requirements of any Antitrust Laws and (ii) such consent,

waiver, approval, Order, Permit, qualification or authorization of, or declaration or filing

with, or notification to, any Governmental Authority, the failure of which to be received

or made would not, individually or in the aggregate, reasonably be expected to have a

Purchaser Material Adverse Effect.

Section 5.4 Capitalization.

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(a) As of the date hereof, Sponsor is the sole member of Purchaser. Purchaser

will convert into a Delaware corporation prior to the Closing, and following such

conversion and immediately prior to the Closing, Sponsor will hold beneficially and of

record all of the outstanding capital stock of Purchaser. For the avoidance of doubt, the

term "Purchaser" shall also be deemed to refer to the Purchaser following conversion to a

Delaware corporation for all purposes hereunder.

(b) Immediately following the Closing, the authorized capital stock of

Pureha

$0.01 per share ("Common Stock"), and 1,000,000,000 shares of preferred stock, par

value $0.01 per share ("Preferred Stock"), of which 360,000,000 shares of Preferred

Stock are designated as Series A Fixed Rate Cumulative Perpetual Preferred Stock, par

value $0.01 per share (the "Series A Preferred Stock").

(c) Immediately following the Closing, (i) Canada or one or more of its

Affiliates will hold beneficially and of record 58,368,644 shares of Common Stock and

16,101,695 shares of Series A Preferred Stock (collectively, the "Canada Shares"), (ii)

Sponsor or one or more of its Affiliates collectively will hold beneficially and of record

304,131,356 shares of Common Stock and 83,898,305 shares of Series A Preferred Stock

(collectively, the "Sponsor Shares") and (iii) the New VEBA will hold beneficially and of

record 87,500,000 shares of Common Stock and 260,000,000 shares of Series A

Preferred Stock (collectively, the "VEBA Shares"). Immediately following the Closing,

there will be no other holders of Common Stock or Preferred Stock.

(d) Except as provided under the Parent Warrants, VEBA Warrants, Equity

Incentive Plans or as disclosed on the Purchaser’s Disclosure Schedule, there are and,

immediately following the Closing, there will be no outstanding options, warrants,

subscriptions, calls, convertible securities, phantom equity, equity appreciation or similar

rights, or other rights or Contracts (contingent or otherwise) (including, without

limitation, any right of conversion or exchange under any outstanding security,

instrument or other Contract or any preemptive right) obligating Purchaser to deliver or

sell, or cause to be issued, delivered or sold, any shares of its capital stock or other equity

securities, instruments or rights that are, directly or indirectly, convertible into or

exercisable or exchangeable for any shares of its capital stock. There are no outstanding

contractual obligations of Purchaser to repurchase, redeem or otherwise acquire any

shares of its capital stock or to provide funds to, or make any material investment (in the

form of a loan, capital contribution or otherwise) in, any other Person. There are no

voting trusts, shareholder agreements, proxies or other Contracts or understandings in

effect with respect to the voting or transfer of any of the shares of Common Stock to

which Purchaser is a party or by which Purchaser is bound. Except as provided under the

Equity Registration Rights Agreement or as disclosed in the Purchaser’s Disclosure

Schedule, Purchaser has not granted or agreed to grant any holders of shares of Common

Stock or securities convertible into shares of Common Stock registration rights with

respect to such shares under the Securities Act.

(e) Immediately following the Closing, (i) all of the Canada Shares, the Parent

Shares and the Sponsor Shares will be duly and validly authorized and issued, fully paid

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Case 2:09-cv-13616-AJT-MKM Document 164-11 Filed 12/20/10 Page 56 of 58
and nonassessable,.and will be issued in accordance with the registration or qualification

provisions of the Securities Act or pursuant to valid exemptions therefrom and (ii) none

of the Canada Shares, the Parent Shares or the Sponsor Shares will be issued in violation

of any preemptive rights.

Section 5.5 Valid Issuance of Shares. The Parent Shares, Adjustment Shares

and the Common Stock underlying the Parent Warrants, when issued, sold and delivered in

accordance with the terms and for the consideration set forth in this Agreement and the related

wa

fi’ee of restrictions on transfer other than restrictions on transfer under applicable state and

federal securities Laws and Encumbrances created by or imposed by Sellers. Assuming the

accuracy of the representations of Sellers in Section 4.21, the Parent Shares, Adjustment Shares

and Parent Warrants will be issued in compliance with all applicable federal and state securities

Laws.

Section 5.6 Investment Representations.

(a) Purchaser is acquiring the Transferred Equity Interests for its own account

solely for investment and not with a view to, or for sale in connection with, any

distribution thereof in violation of the Securities Act or the applicable securities Laws of

any jurisdiction. Purchaser agrees that it shall not transfer any of the Transferred Equity

Interests, except in compliance with the Securities Act and with the applicable securities

Laws of any other jurisdiction.

(b) Purchaser is an "Accredited Investor" as defined in Rule 501(a)

promulgated under the Securities Act.

(c) Purchaser understands that the acquisition of the Transferred Equity

Interests to be acquired by it pursuant to the terms of this Agreement involves substantial

risk. Purchaser and its officers have experience as an investor in Equity Interests of

companies such as the ones being transferred pursuant to this Agreement and Purchaser

acknowledges that it can bear the economic risk of its investment and has such

knowledge and experience in financial or business matters that it is capable of evaluating

the merits and risks of its investment in the Transferred Equity Interests to be acquired by

it pursuant to the transactions contemplated hereby.

(d) Purchaser further understands and acknowledges that the Transferred

Equity Interests have not been registered under the Securities Act or under the applicable

securities Laws of any jurisdiction and agrees that the Transferred Equity Interests may

not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of

without registration under the Securities Act or under the applicable securities Laws of

any jurisdiction, or, in each case, an applicable exemption therefrom.

(e) Purchaser acknowledges that the offer and sale of the Transferred Equity

Interests has not been accomplished by the publication of any advertisement.

Section 5. 7 Continuity of Business Enterprise. It is the present intention of

Purchaser to directly, or indirectly through its Subsidiaries, continue at least one significant

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historic business line of each Seller, or use at least a significant portion of each Seller’s historic

business assets in a business, in each case, within the meaning of Treas. Reg. § 1.368-1(d).

Section 5.8 Integrated Transaction. Sponsor has contributed, or will, prior to

the Closing, contribute the UST Credit Facilities, a portion of the DIP Facility that is owed as of

the Closing and the UST Warrant to Purchaser solely for the purposes of effectuating the

transactions contemplated by this Agreement.

Seet4on--5=9.~ No 0 " "

HEREBY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE

REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE IV, NONE OF

SELLERS AND ANY PERSON ACTING ON BEHALF OF A SELLER MAKES ANY

OTHER EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY WITH RESPECT

TO SELLERS, ANY OF THEIR AFFILIATES, SELLERS’ BUSINESS, THE PURCHASED

ASSETS, THE ASSUMED LIABILITIES OR WITH RESPECT TO ANY OTHER

INFORMATION PROVIDED TO PURCHASER OR ANY OF ITS AFFILIATES OR

REPRESENTATIVES IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED

BY THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, EXCEPT AS SET

FORTH 1N THE REPRESENTATIONS AND WARRANTIES OF SELLERS CONTAINED 1N

ARTICLE IV, PURCHASER FURTHER HEREBY ACKNOWLEDGES AND AGREES

THAT SELLERS MAKE NO REPRESENTATION OR WARRANTY, EXPRESS OR

IMPLIED, AT LAW OR 1N EQUITY, WITH RESPECT TO (A) MERCHANTABILITY,

FITNESS FOR ANY PARTICULAR PURPOSE OR USE, TITLE OR NON-INFRINGEMENT

OF THE PURCHASED ASSETS, (B) ANY INFORMATION, WRITTEN OR ORAL AND IN

ANY FORM PROVIDED OR MADE AVAILABLE (WHETHER BEFORE OR, IN

CONNECTION WITH ANY SUPPLEMENT, MODIFICATION OR UPDATE TO THE

SELLERS’ DISCLOSURE SCHEDULE PURSUANT TO SECTION 6.5, SECTION 6.6 OR

SECTION 6.26, AFTER THE DATE HEREOF) TO PURCHASER OR ANY OF ITS

REPRESENTATIVES, INCLUDING IN "DATA ROOMS" (INCLUDING ON-LINE DATA

ROOMS), MANAGEMENT PRESENTATIONS, FUNCTIONAL "BREAK-OUT"

DISCUSSIONS, RESPONSES TO QUESTIONS SUBMITTED ON BEHALF OF IT OR

OTHER COMMUNICATIONS BETWEEN IT OR ANY OF ITS AFFILIATES OR

REPRESENTATIVES, ON THE ONE HAND, AND SELLERS, THEIR AFFILIATES, OR

ANY OF THEIR REPRESENTATIVES, ON THE OTHER HAND, OR ON THE ACCURACY

OR COMPLETENESS OF ANY SUCH INFORMATION OR (C) ANY PROJECTIONS,

ESTIMATES, BUSINESS PLANS OR BUDGETS DELIVERED TO OR MADE AVAILABLE

TO PURCHASER OR ANY OF ITS AFFILIATES OR REPRESENTATIVES OR (D)

FUTURE REVENUES, EXPENSES OR EXPENDITURES, FUTURE RESULTS OF

OPERATIONS (OR ANY COMPONENT THEREOF), FUTURE CASH FLOWS OR FUTURE

FINANCIAL CONDITION (OR ANY COMPONENT THEREOF)OF SELLERS’ BUSINESS

OR THE PURCHASED ASSETS.

Section 6.1

ARTICLE VI

COVENANTS

Access to Information.

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