61
7.25
Internal Controls; Recordkeeping; Additional Reporting
61
7.26
Post-Closing Perfection of Liens
62
7.27
Survival of Certain Covenants
62 SECTION 8.
NEGATIVE COVENANTS OF BORROWER AND SUBSIDIARY GUARANTORS
63
8.01
Prohibition of Fundamental Changes
63
8.02
[Reserved]
63
8.03
[Reserved]
63
8.04
Limitation on Liens
63
8.05
Limitation on Distributions
64
8.06
[Reserved]
64
8.07
[Reserved]
64
8.08
Limitations on Indebtedness
64
8.09
[Reserved]
64
8.10
Plans
64
8.11
[Reserved]
64
8.12
Limitation on Sale of Assets
64
8.13
Restrictions on Pension Plans
64
8.14
[Reserved]
65
8.15
[Reserved]
65
8.16
Canadian Unrestricted Cash
65
8.17
Amendments to Transaction Documents
65
8.18
Negative Pledge
65
8.19
Clauses Restricting Subsidiary Distributions
65
8.20
Executive Compensation Restrictions
66 SECTION 9.
[RESERVED]
66 SECTION 10.
EVENTS OF DEFAULT
66
10.01
Events of Default
66 SECTION 11.
REMEDIES
71
11.01
Remedies
71 SECTION 12.
MISCELLANEOUS
72
12.01
Waiver
72
12.02
Notices
72
12.03
Indemnification and Expenses
74
12.04
Amendments and Effect of this Loan Agreement
76
12.05
Confirmation of Existing Security
76
SECOND AMENDED AND RESTATED LOAN AGREEMENT
iv
TABLE OF CONTENTS
(continued)
12.06
[Reserved]
77
12.07
Survival
77
12.08
Captions
77
12.09
Counterparts and Facsimile
77
12.10
Governing Law
77
12.11
Waiver of Jury Trial: Consent to Jurisdiction and Venue; Service of
Process; Waiver
77
12.12
Saving Clause
78
12.13
Acknowledgments
78
12.14
Hypothecation or Pledge of Collateral
79
12.15
Successors and Assigns; Participations and Assignments
79
12.16
Periodic Due Diligence Review
80
12.17
Set-Off
83
12.18
[Reserved]
83
12.19
Reimbursement
83
12.20
Waiver Of Redemption And Deficiency Rights
84
12.21
[Reserved]
84
12.22
Severability
84
12.23
Entire Agreement
84
12.24
Governments of Canada and Ontario
84
12.25
Administrative Loan Party
84
12.26
Anti-Money Laundering Legislation
85
SECOND AMENDED AND RESTATED LOAN AGREEMENT
v
TABLE OF CONTENTS
(continued)
SCHEDULES
SCHEDULE 1.01(a)
EXCLUDED COLLATERAL SCHEDULE 6.03
LITIGATION
SCHEDULE 6.09
CHIEF EXECUTIVE OFFICE, CHIEF OPERATING OFFICE SCHEDULE 6.10
LOCATION OF BOOKS AND RECORDS SCHEDULE 6.15
SUBSIDIARIES SCHEDULE 6.21
FILING JURISDICTIONS AND OFFICES SCHEDULE 6.22
INTELLECTUAL PROPERTY SCHEDULE
6.23
JV AGREEMENTS SCHEDULE 6.25
MORTGAGED REAL PROPERTY SCHEDULE 10.01(j)
CANADIAN BENEFIT AND PENSION PLAN EXHIBITS
EXHIBIT A
FORM OF NOTE EXHIBIT B
ACKNOWLEDGMENT AND CONSENT EXHIBIT C
FORM OF CONFIDENTIALITY AGREEMENT
EXHIBIT D
FORM OF COMPLIANCE CERTIFICATE EXHIBIT E
FORM OF LETTER AGREEMENT
REGARDING
INTERCREDITOR AGREEMENT
SECOND AMENDED AND RESTATED LOAN AGREEMENT
vi
SECOND AMENDED AND RESTATED LOAN AGREEMENT
SECOND AMENDED AND RESTATED LOAN AGREEMENT, dated as of July 10, 2009, among
GENERAL MOTORS OF CANADA LIMITED, a corporation established pursuant to the laws
of Canada (the "Borrower"), the other Loan Parties (as hereinafter defined) and
EXPORT DEVELOPMENT CANADA, a corporation established pursuant to the laws of
Canada (the "Lender").
RECITALS
A. The Borrower and the Lender entered into a Loan Agreement dated as of
April 29th, 2009 which was amended and restated pursuant to an Amended and
Restated Loan Agreement dated June 1, 2009 (collectively the "Existing Loan
Agreement").
B. Pursuant to the Existing Loan Agreement, the Lender made advances to the