EX-10.6






EXHIBIT 10.6




ADDITIONAL NOTE




			
	$748,557,640	 	 
	December 31, 2008
	 	Washington, District of Columbia          






          FOR VALUE RECEIVED, GENERAL MOTORS CORPORATION, a Delaware corporation (the “Borrower”),
hereby promises to pay to the order of the UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”),
at the principal office of the Lender in Washington, D.C. in lawful money of the United States, and
in immediately available funds, the principal sum of $748,557,640 on December 30, 2011, and to pay
interest on the unpaid principal amounts of such principal sum, at such office, in like money and
funds, for the period commencing on December 31, 2008 until such principal sum is paid in full, at
the rate per annum equal to LIBOR plus 3.00%, payable in arrears (i) on the last Business Day of
each calendar quarter, commencing with the first calendar quarter in 2009 (each an “Interest
Payment Date”) and (ii) on payment or prepayment of the Additional Note, in whole or in part, in
the amount of interest accrued on the amount paid or prepaid. “LIBOR” shall mean the greater of
(a) 2.00% and (b) the rate (adjusted for statutory reserve requirements for eurocurrency
liabilities) for eurodollar deposits for a period equal to three months appearing on Reuters Screen
LIBOR01 Page or if such rate ceases to appear on Reuters Screen LIBOR01 Page, on any other service
providing comparable rate quotations at approximately 11:00 a.m., London time. LIBOR shall be
determined on December 31, 2008 and reset on each Interest Payment Date.




          The date, amount and interest rate of each such principal payment made by the Lender to the
Borrower, and each payment made on account of the principal thereof, shall be recorded by the
Lender on its books and, prior to any transfer of this Additional Note, endorsed by the Lender on a
schedule to be attached hereto; provided, that the failure of the Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower to make a payment when
due of any amount owing under the Loan and Security Agreement dated as of December 31, 2008 (as
amended, supplemented or otherwise modified and in effect from time to time, the “Loan Agreement”)
or hereunder.




          This Additional Note is the Additional Note referred to in the Warrant Agreement dated as of
December 31, 2008 (as amended, supplemented or otherwise modified and in effect from time to time,
the “Warrant Agreement”), between the Borrower and the United States Department of the Treasury, as
Lender.




          The Borrower agrees to pay all the Lender’s costs of collection and enforcement (including
reasonable attorneys’ fees and disbursements of Lender’s counsel) in respect of this Additional
Note when incurred, including, without limitation, reasonable attorneys’ fees through appellate
proceedings.




          The Borrower hereby acknowledges, admits and agrees that the Borrower’s obligations under this
Additional Note are recourse obligations of the Borrower to which the Borrower pledges its full
faith and credit.




 









 





          The Borrower, and any indorsers or guarantors hereof, (a) severally waive diligence,
presentment, protest and demand and also notice of protest, demand, dishonor and nonpayment of this
Additional Note, (b) expressly agree that this Additional Note, or any payment hereunder, may be
extended from time to time, and consent to the release of any party primarily or secondarily liable
hereon, and (c) expressly agree that it will not be necessary for the Lender, in order to enforce
payment of this Additional Note, to first institute or exhaust the Lender’s remedies against the
Borrower or any other party liable hereon. No extension of time for the payment of this Additional
Note, or any installment hereof, made by agreement by the Lender with any person now or hereafter
liable for the payment of this Additional Note, shall affect the liability under this Additional
Note of the Borrower, even if the Borrower is not a party to such agreement; provided, however,
that the Lender and the Borrower, by written agreement between them, may affect the liability of
the Borrower.




          Any reference herein to the Lender shall be deemed to include and apply to every subsequent
holder of this Additional Note.




          If all or a portion of this Additional Note, any payment on this Additional Note or any fee or
other amount payable hereunder shall not be paid when due, or if the Borrower or its subsidiaries
shall default under, or fail to perform as required under, or shall otherwise materially breach the
terms of any instrument, agreement or contract for indebtedness between the Borrower, on the one
hand, and the Lender on the other (provided, however, that the aggregate amount of all such
indebtedness exceeds $100,000,000), all accrued interest, principal and other amounts owning
hereunder shall immediately be due and payable, and such amount shall bear interest at a rate equal
to 5.00% per annum, plus (a) the interest rate otherwise applicable to the Additional Note, or
(b) if no interest rate is otherwise applicable, the sum of (i) LIBOR plus (ii) 3.00%. (the
“Post-Default Rate”), in each case from the date of such non-payment until such amount is paid in
full. This Additional Note is prepayable without premium or penalty, in whole or in part on at any
time. Any amounts prepaid shall be applied (i) first, to pay any indemnity obligations owed to the
Lender, (ii) second, to pay accrued and unpaid interest and (iii) third, to repay the outstanding
principal amount of this Additional Note until paid in full. Amounts repaid may not be reborrowed.
If the Borrower intends to prepay this Additional Note in whole or in part from any source, the
Borrower shall give two Business Days’ prior written notice thereof to the Lender. If such notice
is given, the amount specified in such notice shall be due and payable on the date specified
therein, together with accrued interest to such date on the amount prepaid.




          Any enforcement action relating to this Note may be brought by motion for summary judgment in
lieu of a complaint pursuant to Section 3213 of the New York Civil Practice Law and Rules. The
Borrower hereby irrevocably and unconditionally submits for itself and its property in any legal
action or proceeding relating to this Note, or for recognition and enforcement of any judgment in
respect thereof, to the exclusive general jurisdiction of any court of the State and county of New
York, or in the United States District Court for the Southern District of New York. The Borrower
consents that any such action or proceeding may be brought in such courts and, to the extent
permitted by law, waives any objection that it may now or hereafter have to the venue of any such
action or proceeding in any such court or that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same. The Borrower agrees that service of
process in any such action or proceeding may be effected by mailing a copy thereof by registered or
certified mail (or any substantially similar form of mail), postage prepaid, to its address set
forth in the Warrant Agreement or at such other address of which the Lender shall have been
notified. The Borrower agrees that nothing in this Note shall affect




2









 




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




          Insofar as there may be no applicable Federal law, this Note shall be construed in accordance
with the laws of the State of New York, without regard to any rule of conflicts of law (other than
Section 5-1401 of the New York General Obligations Law) that would result in the application of the
substantive law of any jurisdiction other than the State of New York. Nothing in this Note shall
require any unlawful action or inaction by the Borrower.




          THIS NOTE HAS BEEN ISSUED WITH AN ORIGINAL ISSUE DISCOUNT (“OID”) FOR UNITED STATES FEDERAL
INCOME TAX PURPOSES. THE ISSUE PRICE, AMOUNT OF OID, ISSUE DATE AND YIELD TO MATURITY OF THIS NOTE
MAY BE OBTAINED BY WRITING TO THE BORROWER AT GENERAL MOTORS CORPORATION, 767 FIFTH AVENUE, NEW
YORK, NEW YORK 10153.




[Remainder of page intentionally left blank]




3









 





	 	 	 	 	 
	 	GENERAL MOTORS CORPORATION

 	 
	 	By:  	/x/ Adil Mistry
 	 
	 	 	Name:  	Adil Mistry 	 
	 	 	Title:  	Assistant Treasurer 	 
	 



[Signature Page to Additional Note]