issued and outstanding common stock of 
— 
(I) the eligible automobile manu-
facturer; or 
(II) in the case of an eligible 
automobile manufacturer, the securi-
ties of which are not traded on a na-
tional securities exchange, a holding 
company or company that controls a 
majority of the stock thereof (in this 
section referred to as the ‘‘warrant 
common’’); and 
(ii) preferred stock having an aggre-
gate liquidation preference equal to 20 per-
cent of such aggregate loan amount, less 
the value of common stock available for 
purchase under the warrant common (in 
this section referred to as the ‘‘warrant 
preferred’’). 
(B) COMMON
STOCK
WARRANT
PRICE.— 
The exercise price on a warrant or instrument 
described in paragraph (1) shall be— 
(i) the 15-day moving average, as of 
December 2, 2008, of the market price of 
the common stock of the eligible auto-
mobile manufacturer which received any 
loan under this Act; or 
(ii) in the case of an eligible auto-
mobile manufacturer, the securities of 
which are not traded on a national securi-
ties exchange, the economic equivalent of 
the market price described in clause (i), as 
determined by the President’s designee. 
(C) TERMS OF PREFERRED STOCK WAR-
RANT.— 
(i) IN GENERAL.—The initial exercise 
price for the preferred stock warrant shall 
be $0.01 per share or such greater amount 
as the corporate charter may require as 
the par value per share of the warrant pre-
ferred. The Government shall have the 
right to immediately exercise the warrants. 
(ii) REDEMPTION.—The warrant pre-
ferred may be redeemed at any time after 
exercise of the preferred stock warrant at 
100 percent of its issue price, plus any ac-
crued and unpaid dividends. 
(iii) OTHER
TERMS
AND
CONDI-
TIONS.—Other terms and conditions of the 
warrant preferred shall be determined by
the President’s designee to protect the in-
terests of taxpayers. 
(3) APPLICATION
OF
OTHER
PROVISIONS
OF 
LAW.—Except as otherwise provided in this section, 
the requirements for the purchase of warrants under 
section 113(d)(2) of the Emergency Economic Sta-
bilization Act of 2008 (division A of Public Law 
110–343) shall apply to any warrant or instrument 
described 
in 
paragraph 
(1), 
including 
the 
antidilution protection provisions therein. 
(b) EXECUTIVE COMPENSATION
AND CORPORATE 
GOVERNANCE.— 
(1) IN GENERAL.—During the period in which 
any financial assistance under this Act remains out-
standing, the eligible automobile manufacturer which 
received such assistance shall be subject to— 
(A) the standards established by the Presi-
dent’s designee under paragraph (2); and 
(B) the provisions of section 162(m)(5) of 
the Internal Revenue Code of 1986, as applica-
ble. 
(2) STANDARDS
REQUIRED.—The President’s 
designee shall require any eligible automobile manu-
facturer which received any financial assistance
under this Act to meet appropriate standards for ex-
ecutive compensation and corporate governance. 
(3) SPECIFIC REQUIREMENTS.—The standards 
established under paragraph (2) shall include— 
(A) limits on compensation that exclude in-
centives for senior executive officers of an eligi-
ble automobile manufacturer which received as-
sistance under this Act to take unnecessary and 
excessive risks that threaten the value of such 
manufacturer during the period that the loan is 
outstanding; 
(B) a provision for the recovery by such 
automobile manufacturer of any bonus or incen-
tive compensation paid to a senior executive of-
ficer based on statements of earnings, gains, or 
other criteria that are later found to be materi-
ally inaccurate; 
(C) a prohibition on such automobile man-
ufacturer making any golden parachute pay-
ment to a senior executive officer during the pe-
riod that the loan is outstanding; 
(D) a prohibition on such automobile man-
ufacturer paying or accruing any bonus or in-
centive compensation during the period that the
loan is outstanding to the 25 most highly-com-
pensated employees; and 
(E) a prohibition on any compensation 
plan that would encourage manipulation of such 
automobile manufacturer’s reported earnings to 
enhance the compensation of any of its employ-
ees. 
(4) DIVESTITURE.—During the period in which 
any financial assistance provided under this Act to 
any eligible automobile manufacturer is outstanding, 
the eligible automobile manufacturer may not own or 
lease any private passenger aircraft, or have any in-
terest in such aircraft, except that such eligible auto-
mobile manufacturer shall not be treated as being in 
violation of this provision with respect to any air-
craft or interest in any aircraft that was owned or 
held by the manufacturer immediately before receiv-
ing such assistance, as long as the recipient dem-
onstrates to the satisfaction of the President’s des-
ignee that all reasonable steps are being taken to 
sell or divest such aircraft or interest. 
(5) DEFINITIONS.—For purposes of this sub-
section, the following definitions shall apply: 
(A) SENIOR
EXECUTIVE
OFFICER.—The 
term ‘‘senior executive officer’’ means an indi-
vidual who is 1 of the top 5 most highly paid 
executives of a public company, whose com-
pensation is required to be disclosed pursuant 
to the Securities Exchange Act of 1934, and 
any regulations issued thereunder, and non- 
public company counterparts. 
(B) GOLDEN PARACHUTE PAYMENT.—The 
term ‘‘golden parachute payment’’ means any 
payment to a senior executive officer for depar-
ture from a company for any reason, except for 
payments for services performed or benefits ac-
crued. 
(c) PROHIBITION ON PAYMENT OF DIVIDENDS.—Ex-
cept with respect to obligations owed pursuant to law to 
any nonaffiliated party or any existing contract with any 
nonaffiliated party in effect as of December 2, 2008, no 
dividends or distributions of any kind, or the economic 
equivalent thereof (as determined by the President’s des-
ignee), may be paid by any eligible automobile manufac-
turer which receives financial assistance under this Act, 
or any holding company or company that controls a major-
ity stake in the eligible automobile manufacturer, while 
such financial assistance is outstanding. 
(d) OTHER INTERESTS SUBORDINATED.—
(1) IN GENERAL.—In the case of an eligible 
automobile manufacturer which received a loan 
under this Act, to the extent permitted by the terms 
of any obligation, liability, or debt of the eligible 
automobile manufacturer in effect as of December 2, 
2008, any other obligation of such eligible auto-
mobile manufacturer shall be subordinate to such 
loan, and such loan shall be senior and prior to all 
obligations, liabilities, and debts of the eligible auto-
mobile manufacturer, and such eligible automobile 
manufacturer shall provide to the Government, all 
available security and collateral against which the 
loans under this Act shall be secured. 
(2) APPLICABILITY IN CERTAIN CASES.—In the 
case of an eligible automobile manufacturer referred 
to in paragraph (1), the securities of which are not 
traded on a national securities exchange, a loan 
under this Act to the eligible automobile manufac-
turer shall— 
(A) be treated as a loan to any holding 
company of, or company that controls a major-
ity stake in, the eligible automobile manufac-
turer; and 
(B) be senior and prior to all obligations, 
liabilities, and debts of any such holding com-
pany or company that controls a majority stake 
in the eligible automobile manufacturer. 
(e) ADDITIONAL TAXPAYER PROTECTIONS.— 
(1) DISCHARGE.—A discharge under title 11, 
United States Code, shall not discharge an eligible 
automobile manufacturer, or any successor in inter-
est thereto, from any debt for financial assistance 
received pursuant to this Act. 
(2) EXEMPTION.—Any financial assistance pro-
vided to an eligible automobile manufacturer under 
this Act shall be exempt from the automatic stay es-
tablished by section 362 of title 11, United States 
Code. 
(3) INTERESTED
PARTIES.—Notwithstanding 
any provision of title 11, United States Code, any 
interest in property or equity rights of the United 
States arising from financial assistance provided to 
an eligible automobile manufacturer under this Act 
shall remain unaffected by any plan of reorganiza-
tion, except as the United States may agree to in 
writing. 
SEC. 13. OVERSIGHT AND AUDITS. 
(a) COMPTROLLER GENERAL OVERSIGHT.— 
(1) SCOPE
OF
OVERSIGHT.—The Comptroller 
General of the United States shall conduct ongoing
oversight of the activities and performance of the 
President’s designee. 
(2) CONDUCT AND ADMINISTRATION OF OVER-
SIGHT.— 
(A) GAO 
PRESENCE.—The President’s 
designee shall provide to the Comptroller Gen-
eral appropriate space and facilities for pur-
poses of this subsection. 
(B) ACCESS TO RECORDS.—To the extent 
otherwise consistent with law, the Comptroller 
General shall have access, upon request, to any 
information, data, schedules, books, accounts, 
financial records, reports, files, electronic com-
munications, or other papers, things, or prop-
erty belonging to or in use by the President’s 
designee, at such reasonable time as the Comp-
troller General may request. The Comptroller 
General shall be afforded full facilities for 
verifying transactions with the balances or secu-
rities held by depositaries, fiscal agents, and 
custodians. The Comptroller General may make 
and retain copies of such books, accounts, and 
other records as the Comptroller General deems 
appropriate.
(3) REPORTING.—The Comptroller General 
shall submit reports of findings under this section to 
Congress, regularly and not less frequently than 
once every 60 days. The Comptroller General may 
also submit special reports under this subsection, as 
warranted by the findings of its oversight activities. 
(b) SPECIAL INSPECTOR GENERAL.—It shall be the 
duty of the Special Inspector General established under 
section 121 of Public Law 110-343 to conduct, supervise, 
and coordinate audits and investigations of the President’s 
designee in addition to the duties of the Special Inspector 
General under such section and for such purposes. The 
Special Inspector General shall also have the duties, re-
sponsibilities, and authorities of inspectors general under 
the Inspector General Act of 1978, including section 6 of 
such Act. In the event that the Office of the Special In-
spector General is terminated, the Inspector General of 
the Department of the Treasury shall assume the respon-
sibilities of the Special Inspector General under this sub-
section. 
(c) ACCESS TO RECORDS OF BORROWERS BY GAO.— 
Notwithstanding any other provision of law, during the pe-
riod in which any financial assistance provided under this 
Act is outstanding, the Comptroller General of the United 
States shall have access, upon request, to any information,
data, schedules, books, accounts, financial records, re-
ports, files, electronic communications, or other papers, 
things, or property belonging to or in use by the eligible 
automobile manufacturer, and any subsidiary, affiliate, or 
entity holding an ownership interest of 50 percent or more 
of such eligible automobile manufacturer (collectively re-
ferred to in this section as ‘‘related entities’’), and to any 
officer, director, or other agent or representative of the 
eligible automobile manufacturer and its related entities, 
at such reasonable times as the Comptroller General may 
request. The Comptroller General may make and retain 
copies of such books, accounts, and other records as the 
Comptroller General deems appropriate. 
SEC. 14. AUTOMOBILE MANUFACTURERS’ STUDY ON PO-
TENTIAL MANUFACTURING OF TRANSIT VE-
HICLES. 
(a) IN GENERAL.—Each eligible automobile manu-
facturer which receives financial assistance under this Act 
shall conduct an analysis of potential uses of any excess 
production capacity (especially those of former sport util-
ity vehicle producers) to make vehicles for sale to public 
transit agencies, including— 
(1) the current and projected demand for bus 
and rail cars by American public transit agencies;
(2) the potential growth for both sales and sup-
plies to such agencies in the short, medium, and 
long term; 
(3) a description of existing ‘‘Buy America’’ 
provisions, and data provided by the Federal Transit 
Administration regarding the use or request of waiv-
ers from such provisions; and 
(4) any recommendations as to whether such 
actions would result in a business line that makes 
sense for the automobile manufacturer. 
(b) GAO REVIEW AND REPORT.—The Comptroller 
General of the United States shall review the analyses con-
ducted under this section, and shall provide reports there-
on to the Congress and the President’s designee. 
SEC. 15. REPORTING AND MONITORING. 
(a) REPORTING ON CONSUMMATION OF LOANS.— 
The President’s designee shall submit a report to the Con-
gress on each bridge loan made under section 4 not later 
than 5 days after the date of the consummation of such 
loan. 
(b) REPORTING ON RESTRUCTURING PROGRESS AS-
SESSMENT MEASURES.—The President’s designee shall 
submit a report to the Congress on the restructuring 
progress assessment measures established for each manu-
facturer under section 5(a) not later than 10 days after
establishing the restructuring progress assessment meas-
ures. 
(c) REPORTING ON EVALUATIONS.—The President’s 
designee shall submit a report to the Congress containing 
the detailed findings and conclusions of the President’s 
designee in connection with the evaluation of an eligible 
automobile manufacturer under section 5(b). 
(d) REPORTING ON CONSEQUENCES FOR FAILURE 
TO COMPLY.—The President’s designee shall submit a re-
port to the Congress on the exercise of a right under sec-
tion 11(f) to accelerate indebtedness of an eligible auto-
mobile manufacturer under this Act or to cancel any other 
financial assistance provided to such eligible automobile 
manufacturer, and the facts and circumstances on which 
such exercise was based, before the end of the 10-day pe-
riod beginning on the date of the exercise of the right. 
(e) MONITORING.—The President’s designee shall 
monitor the use of loan funds received by eligible auto-
mobile manufacturers under this Act, and shall report to 
Congress once every 90 days (beginning 30 days after the 
date of enactment of this Act) on the progress of the abil-
ity of the recipient of the loan to continue operations and 
proceed with restructuring processes that restore the fi-
nancial viability of the recipient and promote environ-
mental sustainability.
SEC. 16. REPORT TO CONGRESS ON LACK OF PROGRESS 
TOWARD ACHIEVING AN ACCEPTABLE NEGO-
TIATED PLAN. 
(a) AUTHORITY TO FACILITATE
A NEGOTIATED 
PLAN.—At any such time as the President’s designee de-
termines that action is necessary to avoid disruption to 
the economy or to achieve a negotiated plan, the Presi-
dent’s designee shall submit to Congress a report outlining 
any additional powers and authorities necessary to facili-
tate the completion of a negotiated plan required under 
section 6. 
(b) IMPEDIMENTS
TO
ACHIEVING
NEGOTIATED 
PLANS.—If the President’s designee determines, on the 
basis of an evaluation by the President’s designee of the 
progress being made by an eligible automobile manufac-
turer toward meeting the restructuring progress assess-
ment measures established under section 5, that adequate 
progress is not being made toward achieving a negotiated 
plan by March 31, 2009, the President’s designee shall 
submit to Congress a report detailing the impediments to 
achievement of a negotiated plan by the eligible automobile 
manufacturer. 
SEC. 17. SUBMISSION OF PLAN TO CONGRESS BY THE 
PRESIDENT’S DESIGNEE. 
Upon submission of a report pursuant to section 
16(b), the President’s designee shall provide to Congress
a plan that represents the judgement of the President’s 
designee as to the steps necessary to achieve the long-term 
viability, international competitiveness, and energy effi-
ciency of the eligible automobile manufacturer, consistent 
with the factors set forth in section 6(b), including 
through a negotiated plan, a plan to be implemented by 
legislation, or a reorganization pursuant to chapter 11 of 
title 11, United States Code. 
SEC. 18. GUARANTEE OF LEASES OF QUALIFIED TRANS-
PORTATION PROPERTY. 
(a) GUARANTEE.—Upon the request of a lessee of 
qualified transportation property, the President’s designee 
shall serve as a guarantor with respect to all obligations 
of such lessee with respect to leases of such qualified 
transportation property. Such guarantee shall be on such 
terms and conditions as are determined by the President’s 
designee, not later than 14 days after the date of enact-
ment of this section. 
(b) RECOUPMENT OF PAYMENT OF CLAIMS.— 
(1) IN GENERAL.—Any claims under this sec-
tion in excess of collateral held for the benefit of the 
President’s designee shall be paid from the General 
Fund of the Treasury out of funds not otherwise ap-
propriated.
(2) RECOUPMENT
FEE.—Subsequent to any 
payment made under paragraph (1), the President’s 
designee shall recoup amounts paid under paragraph 
(1) by establishing a fee that is sufficient to recoup 
the amount of the claim payment not later than 3 
years after the date of such claim payment from any 
lessee or guarantor for whom the claim was paid or 
for whom a guarantee was issued. 
(c) DEFINITIONS.—For purposes of this section— 
(1) the term ‘‘qualified transportation prop-
erty’’ means domestic property subject to a lease 
that was approved by the Federal Transit Adminis-
tration prior to January 1, 2006; and 
(2) the term ‘‘guarantor’’ includes, without lim-
itation, any guarantor, surety, and payment under-
taker. 
SEC. 19. COORDINATION WITH OTHER LAWS. 
(a) IN GENERAL.—No provision of this Act may be 
construed as altering, affecting, or superseding— 
(1) the provisions of section 129 of division A 
of the Consolidated Security, Disaster Assistance, 
and Continuing Appropriations Act, 2009, relating 
to funding for the manufacture of advanced tech-
nology vehicles;
(2) any existing authority to provide financial 
assistance or liquidity for purposes of the day-to-day 
operations in the ordinary course of business or re-
search and development. 
(b) LIMITATION.—Except to provide bridge financing 
or to implement a restructuring plan pursuant to this Act, 
no funds from the United States Treasury may be used 
for the purpose of assisting an eligible automobile manu-
facturer to achieve financial viability or otherwise to avoid 
bankruptcy. 
(c) AUTHORIZATION OF FISCAL YEAR 2009 COST OF 
LIVING
SALARY
ADJUSTMENT
FOR
JUSTICES
AND 
JUDGES.—Pursuant to section 140 of Public Law 97–92, 
justices and judges of the United States are authorized 
during fiscal year 2009 to receive a salary adjustment in 
accordance with section 461 of title 28, United States 
Code. 
(d) ANTITRUST PROVISIONS.— 
(1) IN GENERAL.—Subject to paragraphs (2) 
and (4), the antitrust laws shall not apply to meet-
ings, discussions, or consultations among an eligible 
automobile manufacturer and its interested parties 
for the purpose of achieving a negotiated plan pur-
suant to section (6)(a)(2).
(2) EXCLUSIONS.—Paragraph (1) shall not 
apply with respect to price-fixing, allocating a mar-
ket between competitors, monopolizing (or attempt-
ing to monopolize) a market, or boycotting. 
(3) ANTITRUST AGENCY PARTICIPATION.—The 
Attorney General of the United States and the Fed-
eral Trade Commission shall, to the extent prac-
ticable, receive reasonable advance notice of, and be 
permitted to participate in, each meeting, discussion, 
or consultation described in paragraph (1). 
(4) PRESERVATION OF ENFORCEMENT AUTHOR-
ITY.—Paragraph (1) shall not be construed to pre-
clude the Attorney General of the United States or 
the Federal Trade Commission from bringing an en-
forcement action under the antitrust laws for injunc-
tive relief. 
(5) SUNSET.—Paragraph (1) shall apply only 
with respect to meetings, discussions, or consulta-
tions that occur within the 3-year period beginning 
on the date of the enactment of this Act. 
(6) DEFINITION.—For purposes of this sub-
section, the term ‘‘antitrust laws’’— 
(A) has the same meaning as in subsection 
(a) of the first section of the Clayton Act (15 
U.S.C. 12(a)), except that such term includes
section 5 of the Federal Trade Commission Act 
(15 U.S.C. 45), to the extent that such section 
5 applies to unfair methods of competition; and 
(B) includes any provision of State law 
that is similar to the laws referred to in sub-
paragraph (A). 
SEC. 20. TREATMENT OF RESTRUCTURING FOR PURPOSES 
OF APPLYING LIMITATIONS ON NET OPER-
ATING LOSS CARRYFORWARDS AND CERTAIN 
BUILT-IN LOSSES. 
Section 382 of the Internal Revenue Code of 1986 
shall not apply in the case of an ownership change result-
ing from this Act or pursuant to a restructuring plan ap-
proved under this Act. 
SEC. 21. EMERGENCY DESIGNATION. 
Amounts provided by this Act are designated as an 
emergency requirement and necessary to meet emergency 
needs pursuant to section 204(a) of S. Con. Res. 21 
(110th Congress), the concurrent resolution on the budget 
for fiscal year 2008. 
SEC. ll. NEW LENDING THAT IS ATTRIBUTABLE TO TARP 
INVESTMENTS AND ASSISTANCE. 
Section 7(a) of the Federal Deposit Insurance Act ( 
U.S.C. 1817(a)) is amended by adding at the end the fol-
lowing new paragraph:
‘‘(12) LENDING INCREASES ATTRIBUTABLE TO 
INVESTMENT
OR
OTHER
ASSISTANCE
UNDER
THE 
TROUBLED ASSETS RELIEF PROGRAM.— 
‘‘(A) IN GENERAL.—Each report of condi-
tion filed pursuant to this subsection by an in-
sured depository institution which received an 
investment or other assistance under the Trou-
bled Assets Relief Program established by the 
Emergency Economic Stabilization Act of 2008 
or section 136(d) of the Energy Independence 
and Security Act of 2007 shall report the 
amount of any increase in new lending in the 
period covered by such report (or the amount of 
any reduction in any decrease in new lending) 
that is attributable to such investment or as-
sistance, to the extent possible. 
‘‘(B) ALTERNATIVE MEASURE.—If an in-
sured depository institution that is subject to 
subparagraph (A) cannot accurately quantify 
the effect that an investment or other assist-
ance under such Troubled Assets Relief Pro-
gram has had on new lending by the institution, 
the insured depository institution shall report
the total amount of the increase in new lending, 
if any, in the period covered by such report.’’. 
Passed the House of Representatives December 10, 
2008. 
Attest: 
Clerk.
110TH CONGRESS 
2D SESSION 
H. R. 7321 
AN ACT 
To authorize financial assistance to eligible 
automobile manufacturers, and for other purposes.