II 
110TH CONGRESS 
2D SESSION 
H. R. 7321 
IN THE SENATE OF THE UNITED STATES 
DECEMBER 11 (legislative day, DECEMBER 10), 2008 
Received 
AN ACT 
To authorize financial assistance to eligible automobile 
manufacturers, and for other purposes. 
Be it enacted by the Senate and House of Representa-
tives of the United States of America in Congress assembled, 
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SECTION 1. SHORT TITLE; TABLE OF CONTENTS. 
(a) SHORT TITLE.—This Act may be cited as the 
‘‘Auto Industry Financing and Restructuring Act’’. 
(b) TABLE OF CONTENTS.—The table of contents for 
this Act is as follows: 
Sec. 1. Short title; table of contents. 
Sec. 2. Findings and purposes. 
Sec. 3. Presidential designation. 
Sec. 4. Bridge financing. 
Sec. 5. Restructuring progress assessment. 
Sec. 6. Submission of plans. 
Sec. 7. Financing for restructuring. 
Sec. 8. Disapproval and call of loan. 
Sec. 9. Allocation. 
Sec. 10. Funding. 
Sec. 11. Terms and conditions. 
Sec. 12. Taxpayer protection. 
Sec. 13. Oversight and audits. 
Sec. 14. Automobile manufacturers’ study on potential manufacturing of transit 
vehicles. 
Sec. 15. Reporting and monitoring. 
Sec. 16. Report to Congress on lack of progress toward achieving an acceptable 
negotiated plan. 
Sec. 17. Submission of plan to Congress by the President’s designee. 
Sec. 18. Guarantee of leases of qualified transportation property. 
Sec. 19. Coordination with other laws. 
Sec. 20. Treatment of restructuring for purposes of applying limitations on net 
operating loss carryforwards and certain built-in losses. 
Sec. 21. Emergency designation. 
SEC. 2. FINDINGS AND PURPOSES. 
(a) FINDINGS.—The Congress finds the following: 
(1) A combination of factors, including errors 
in the business model of domestic automobile manu-
facturers, and emergency economic circumstances, 
has prevented the domestic automobile industry from 
securing credit from other sources, and has led to 
the possibility of the failure of the domestic auto-
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mobile industry, which failure would have a systemic 
adverse effect on the economy. 
(2) Therefore, action in the form of financial 
aid to the domestic automobile industry is necessary 
to stabilize the economy. 
(b) PURPOSES.—The purposes of this Act are— 
(1) to immediately provide authority and facili-
ties to restore liquidity and stability to the domestic 
automobile industry in the United States; and 
(2) to ensure that such authority and such fa-
cilities are used in a manner that— 
(A) results in a viable and competitive do-
mestic automobile industry that minimizes ad-
verse effects on the environment; 
(B) enhances the ability and the capacity 
of the domestic automobile industry to pursue 
the timely and aggressive production of energy- 
efficient advanced technology vehicles; 
(C) preserves and promotes the jobs of 
American workers employed directly by the do-
mestic automobile industry and in related in-
dustries; 
(D) safeguards the ability of the domestic 
automobile industry to provide retirement and 
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health care benefits for the industry’s retirees 
and their dependents; and 
(E) stimulates manufacturing and sales of 
automobiles produced by automobile manufac-
turers in the United States. 
SEC. 3. PRESIDENTIAL DESIGNATION. 
(a) DESIGNATION.—The President shall designate 1 
or more officers from the Executive Branch having appro-
priate expertise in such areas as economic stabilization, 
financial aid to commerce and industry, financial restruc-
turing, energy efficiency, and environmental protection 
(who shall hereinafter in this Act be collectively referred 
to as the ‘‘President’s designee’’) to carry out the purposes 
of this Act, including the facilitation of restructuring nec-
essary to achieve the long-term financial viability of do-
mestic automobile manufacturers, who shall serve at the 
pleasure of the President. 
(b) ADDITIONAL PERSONS.—The President or the 
President’s designee may also employ, appoint, or contract 
with additional persons having such expertise as the Presi-
dent or the President’s designee believes will assist the 
Government in carrying out the purposes of this Act. 
(c) PARTICIPATION
BY
OTHER
AGENCY
PER-
SONNEL.—Other Federal agencies may provide, at the re-
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quest of the President’s designee, staff on detail from such 
agencies for purposes of carrying out this Act. 
SEC. 4. BRIDGE FINANCING. 
(a) IN GENERAL.—The President’s designee shall au-
thorize and direct the disbursement of bridge loans or 
enter into commitments for lines of credit to each auto-
mobile manufacturer that submitted a plan to the Con-
gress on December 2, 2008 (hereafter in this Act referred 
to as an ‘‘eligible automobile manufacturer’’), and has 
submitted a request for such loan or commitment. 
(b) AVAILABILITY OF FUNDS.—All funds that are 
available pursuant to section 10 to provide bridge financ-
ing or commitments for lines of credit to eligible auto-
mobile manufacturers, after taking into account the res-
ervation of funds under section 10(a)(2), shall be used for 
the purposes described in section 10(a). No new funds 
shall be available to any eligible automobile manufacturer 
for the purposes of this section after the date on which 
the President’s designee has approved restructuring plan 
under section 6 for such eligible automobile manufacturer. 
(c) AMOUNT OF ASSISTANCE.—The President’s des-
ignee shall authorize bridge loans or commitments for 
lines of credit to each eligible automobile manufacturer in 
an amount that is intended to facilitate the continued op-
erations of the eligible automobile manufacturer and to 
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prevent the failure of the eligible automobile manufac-
turer, consistent with the plan submitted on December 2, 
2008, and subject to available funds. 
(d) ALLOCATION.—The President’s designee shall au-
thorize the disbursements or commitments under this sec-
tion in accordance with the allocation priorities set forth 
in subsections (a) and (b) of section 9. 
SEC. 5. RESTRUCTURING PROGRESS ASSESSMENT. 
(a) ESTABLISHMENT OF MEASURES FOR ASSESSING 
PROGRESS.—Not later than January 1, 2009, the Presi-
dent’s designee shall determine appropriate measures for 
assessing the progress of each eligible automobile manu-
facturer toward transforming the plan submitted by such 
manufacturer to the Congress on December 2, 2008, into 
the restructuring plan to be submitted under section 6(b). 
(b) EVALUATION OF PROGRESS ON BASIS OF RE-
STRUCTURING PROGRESS ASSESSMENT MEASURES.— 
(1) IN
GENERAL.—The President’s designee 
shall evaluate the progress of each eligible auto-
mobile manufacturer toward the development of a 
restructuring plan, on the basis of the restructuring 
progress assessment measures established under this 
section for such manufacturer. 
(2) TIMING.—Each evaluation required under 
paragraph (1) for any eligible automobile manufac-
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turer shall be conducted at the end of the 45-day pe-
riod beginning on the date on which the restruc-
turing progress assessment measures were estab-
lished by the President’s designee for such eligible 
automobile manufacturer. 
SEC. 6. SUBMISSION OF PLANS. 
(a) NEGOTIATED PLANS.— 
(1) FACILITATION.— 
(A) IN GENERAL.—Beginning on the date 
of the enactment of this Act, the President’s 
designee shall seek to facilitate agreement on 
any restructuring plan to achieve and sustain 
the long-term viability, international competi-
tiveness, and energy efficiency of an eligible 
automobile 
manufacturer, 
negotiated 
and 
agreed to by representatives of interested par-
ties (in this Act referred to as a ‘‘negotiated 
plan’’) with respect to any eligible automobile 
manufacturer. 
(B) INTERESTED PARTIES.—For purposes 
of this section, the term ‘‘interested party’’ 
shall be construed broadly so as to include all 
persons who have a direct financial interest in 
a particular automobile manufacturer, includ-
ing— 
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(i) employees and retirees of the eligi-
ble automobile manufacturer; 
(ii) trade unions; 
(iii) creditors; 
(iv) suppliers; 
(v) automobile dealers; and 
(vi) shareholders. 
(2) ACTIONS
OF
THE
PRESIDENT’S
DES-
IGNEE.— 
(A) IN
GENERAL.—For the purpose of 
achieving a negotiated plan, the President’s 
designee may convene, chair, and conduct for-
mal and informal meetings, discussions, and 
consultations, as appropriate, with interested 
parties of an eligible automobile manufacturer. 
(B) CLARIFICATION.—The Federal Advi-
sory Committee Act shall not apply with respect 
to any of the activities conducted or taken by 
the President’s designee pursuant to this Act. 
(b) RESTRUCTURING PLAN.—Not later than March 
31, 2009, each eligible automobile manufacturer shall sub-
mit to the President’s designee a restructuring plan to 
achieve and sustain the long-term viability, international 
competitiveness, and energy efficiency of the eligible auto-
mobile manufacturer (in this Act referred to as the ‘‘re-
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structuring plan’’) in accordance with this section. The 
President’s designee shall approve the restructuring plan 
if the President’s designee determines that the plan will 
result in— 
(1) the repayment of all Government-provided 
financing, consistent with the terms specified in sec-
tion 11, or otherwise agreed to; 
(2) the ability— 
(A) to comply with applicable fuel effi-
ciency and emissions requirements; 
(B) to commence domestic manufacturing 
of advanced technology vehicles, as described in 
section 136 of the Energy Independence and 
Security Act of 2007 (Public Law 110–140; 42 
U.S.C. 17013); and 
(C) to produce new and existing products 
and capacity, as described in section 14; 
(3) the achievement of a positive net present 
value, using reasonable assumptions and taking into 
account all existing and projected future costs, in-
cluding repayment of any financial assistance pro-
vided pursuant to this Act; 
(4) efforts to rationalize costs, capitalization, 
and capacity with respect to the manufacturing 
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workforce, suppliers, and dealerships of the eligible 
automobile manufacturer; 
(5) proposals to restructure existing debt, in-
cluding, where appropriate, the conversion of debt to 
equity, to improve the ability of the eligible auto-
mobile manufacturer to raise private capital; and 
(6) a product mix and cost structure that is 
competitive in the United States marketplace. 
(c) EXTENSION OF NEGOTIATIONS AND PLAN DEAD-
LINE.—Notwithstanding the time limitations in subsection 
(b), the President’s designee, upon making a determina-
tion that the interested parties are negotiating in good 
faith, are making significant progress, and that an addi-
tional period of time would likely facilitate agreement on 
a negotiated plan, and upon notification of the Congress, 
may extend for not longer than 30 additional days the ne-
gotiation period under subsection (b). 
SEC. 7. FINANCING FOR RESTRUCTURING. 
Upon approval by the President’s designee of a re-
structuring plan, the President’s designee may provide fi-
nancial assistance to an eligible automobile manufacturer 
to implement the restructuring plan. 
SEC. 8. DISAPPROVAL AND CALL OF LOAN. 
If the President’s designee has not approved the re-
structuring plan at the expiration of the period provided 
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in section 6 for submission and approval of the restruc-
turing plan, the President’s designee shall call the loan 
or cancel the commitment within 30 days, unless a re-
structuring plan is approved within that period. 
SEC. 9. ALLOCATION. 
(a) PRIORITIZING ALLOCATION.—The President’s 
designee shall prioritize allocation of the provision of fi-
nancial assistance under this Act to any eligible auto-
mobile manufacturer, based on— 
(1) the necessity of the financial assistance for 
the continued operation of the eligible automobile 
manufacturer; 
(2) the potential impact of the failure of the eli-
gible automobile manufacturer on the United States 
economy; and 
(3) the ability to utilize the financial assistance 
optimally to satisfy the operational and long-term re-
structuring requirements of the eligible automobile 
manufacturer. 
(b) ORDER OF PRIORITY; SECTION 4.—For purposes 
of allocating bridge loans or commitments pursuant to sec-
tion 4, the President’s designee shall prioritize the consid-
erations set forth in subsection (a) in the following order: 
paragraph (1), paragraph (2), and paragraph (3). 
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(c) ORDER OF PRIORITY; SECTION 7.—For purposes 
of allocating financial assistance for restructuring pursu-
ant to section 7, the President’s designee shall prioritize 
the considerations set forth in subsection (a) in the fol-
lowing order: paragraph (3), paragraph (2), and para-
graph (1). 
SEC. 10. FUNDING. 
(a) FINANCIAL ASSISTANCE.— 
(1) IN GENERAL.—Such sums are appropriated 
as are necessary for the purpose of providing funds 
to support up to $14,000,000,000 in loans under 
this Act. The Secretary of Energy shall make avail-
able to the President’s designee $7,010,000,000 of 
funds made available under 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, which shall reduce the appropriation 
under this paragraph. 
(2) RESERVATION FOR CERTAIN PURPOSES.— 
The Secretary of Energy shall reserve $500,000,000 
of the amounts made available under paragraph (1) 
for purposes of section 136 of the Energy Independ-
ence and Security Act of 2007 (Public Law 110-140; 
42 U.S.C. 17013). 
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(3) CONTINUING
APPLICATION
PROCESS.—No 
provision of this section shall be construed as pro-
hibiting or limiting the Secretary of Energy from 
processing applications for loans under section 136 
of the Energy Independence and Security Act of 
2007. 
(b) AUTHORIZATION.—There are authorized to be ap-
propriated to the Secretary of Energy, sums as may be 
necessary for the purpose of replenishing the funds made 
available to the President’s designee under subsection 
(a)(1). 
SEC. 11. TERMS AND CONDITIONS. 
(a) DURATION.—The duration of any loan made 
under this Act shall be 7 years, or such longer period as 
the President’s designee may determine with respect to 
such loan. 
(b) RATE OF INTEREST; TIMING OF PAYMENTS.— 
(1) RATE OF INTEREST.—The annual rate of 
interest for a loan under this Act shall be— 
(A) 5 percent during the 5-year period be-
ginning on the date on which the President’s 
designee disburses the loan; and 
(B) 9 percent after the end of the period 
described in subparagraph (A). 
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(2) TIMING OF PAYMENTS.—Payments of inter-
est on loans under this Act shall be made semiannu-
ally. 
(c) NO PREPAYMENT PENALTY.—A loan made under 
this Act shall be prepayable without penalty at any time. 
(d) INFORMATION ACCESS.—As a condition for the 
receipt of any financial assistance made under this Act, 
an eligible automobile manufacturer shall agree— 
(1) to allow the President’s designee to examine 
any books, papers, records, or other data of the eli-
gible automobile manufacturer, and those of any 
subsidiary, affiliate, or entity holding an ownership 
interest of 50 percent or more of such automobile 
manufacturer, that may be relevant to the financial 
assistance, including compliance with the terms of a 
loan or any conditions imposed under this Act; and 
(2) to provide in a timely manner any informa-
tion requested by the President’s designee, including 
requiring any officer or employee of the eligible 
automobile manufacturer, any subsidiary, affiliate, 
or entity referred to in paragraph (1) with respect 
to such manufacturer, or any person having posses-
sion, custody, or care of the reports and records re-
quired under paragraph (1), to appear before the 
President’s designee at a time and place requested 
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