FREEDOM OF INFORMATION ACT CONFIDENTIALITY REQUESTED MASTER DISPOSITION AGREEMENT AMONG DELPHI CORPORATION, GM COMPONENTS HOLDINGS, LLC, GENERAL MOTORS COMPANY (SOLELY WITH RESPECT TO ARTICLE 6 AND SECTIONS 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43,...Master Disposition Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
THIS MASTER DISPOSITION AGREEMENT (this “Agreement”), dated as of July 26, 2009, is among DELPHI CORPORATION, a Delaware corporation (“Delphi”) on behalf of itself and the other entities set forth on Schedule 1 and Schedule 2; GM COMPONENTS HOLDINGS, LLC, a Delaware limited liability company (“Parent”), on behalf of itself and the other buyers set forth on Schedule 1, which is to be provided by Parent to Delphi as provided in this Agreement (each a “GM Buyer,” and, collectively with Parent and the Australian Buyer (as defined below), the “GM Buyers”); GENERAL MOTORS COMPANY, a Delaware corporation (“GM”) (solely with respect to ARTICLE 6 and Sections 3.1.1.C, 9.11, 9.19, 9.37.1, 9.37.2, 9.43, 11.5.1.A and 12.2.6), MOTORS LIQUIDATION COMPANY (fka GENERAL MOTORS CORPORATION), a Delaware corporation (solely with respect to Sections 3.1.1.C, 8.1, 9.19 and 11.5.1.A) (“Old GM”); DIP HOLDCO 3, LLC, a Delaware limited liability company, on behalf of itself and the other buyers that may later b
ContractMaster Services Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission
SECURED CREDIT AGREEMENT among GENERAL MOTORS COMPANY, as the Borrower, THE GUARANTORS and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the Lender Dated as of July 10, 2009Secured Credit Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
SECURED CREDIT AGREEMENT (this “Agreement”), dated as of July 10, 2009 by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Borrower”), the Guarantors (as defined below), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender” or the “Treasury”).
SECURED NOTE AGREEMENT among GENERAL MOTORS COMPANY, as the Issuer, THE GUARANTORS and UAW RETIREE MEDICAL BENEFITS TRUST, as the Noteholder Dated as of July 10, 2009Guaranty and Security Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
SECURED NOTE AGREEMENT (this “Agreement”), dated as of July 10, 2009 by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Issuer”), the Guarantors (as defined below), and UAW RETIREE MEDICAL BENEFITS TRUST, as the noteholder hereunder (the “Initial Noteholder” and, together with its permitted assigns, the “Noteholder”).
LOCK UP AGREEMENTLock Up Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
This Lock Up Agreement (this “Agreement”), dated as of June 1, 2009, is entered into by and among General Motors Nova Scotia Finance Company, a Nova Scotia unlimited company (the “Company”), General Motors of Canada Limited, a Canadian federal corporation (“GM Canada” or “GMCL”), GM Nova Scotia Investments Ltd., a Nova Scotia company (“GM Investments” and, collectively with the Company and GM Canada, the “Canadian Entities”), General Motors Corporation, a Delaware corporation (the “Guarantor”), and each of the undersigned beneficial owners (each a “Holder” and collectively, the “Holders”) of the Company’s 8.375% Guaranteed Notes due December 7, 2015 (the “2015 Notes”) or the Company’s 8.875% Guaranteed Notes due July 10, 2023 (the “2023 Notes” and together with the 2015 Notes, the “Notes”). The Holders, the Canadian Entities, the Guarantor and any subsequent person that becomes a party hereto in accordance with the terms hereof are referred to herein as the “Parties.” Each of the terms
AMENDED AND RESTATED UNITED STATES CONSUMER FINANCING SERVICES AGREEMENT between GMAC LLC and GENERAL MOTORS CORPORATION Dated as of May 22, 2009Financing Services Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
This Amended and Restated United States Consumer Financing Services Agreement (this “Agreement”) is dated as of May 22, 2009, and is made effective as of December 29, 2008, by and between General Motors Corporation, a Delaware corporation (“GM”), and GMAC LLC, a Delaware limited liability company (“GMAC”).
INVESTMENT COMMITMENT AGREEMENTInvestment Commitment Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
This INVESTMENT COMMITMENT AGREEMENT (this “Agreement”) is made as of July 26, 2009 by and among Silver Point Capital Fund, L.P., a Delaware limited partnership, Silver Point Capital Offshore Fund, Ltd., a Cayman Islands exempt company (together, “Silver Point”), Elliott Associates, L.P., a Delaware limited partnership (“Elliott” and along with Silver Point, the “Investors”), DIP Holdco 3, LLC, a Delaware limited liability company (the “Company”), and General Motors Company, a Delaware corporation (“GM” or the “Purchaser”). Each of the Investors, the Company and the Purchaser is a “Party” and collectively they are the “Parties” to this Agreement. Capitalized terms used herein but not otherwise defined have the meaning set forth in Section 1.
AMENDMENT NUMBER THREE to LOAN AND SECURITY AGREEMENT dated as of December 31, 2008 between GENERAL MOTORS CORPORATION and THE UNITED STATES DEPARTMENT OF THE TREASURYLoan and Security Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies
This AMENDMENT NUMBER THREE (this “Amendment Number Three”) to the Loan and Security Agreement referenced below is entered into as of May 20, 2009, between GENERAL MOTORS CORPORATION, a Delaware corporation (the “Borrower”), and THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”).
AMENDMENT NUMBER FOUR to LOAN AND SECURITY AGREEMENT dated as of December 31, 2008 between GENERAL MOTORS CORPORATION and THE UNITED STATES DEPARTMENT OF THE TREASURYLoan and Security Agreement • August 7th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
This AMENDMENT NUMBER FOUR (this “Amendment Number Four”) to the Loan and Security Agreement referenced below is entered into as of May 27, 2009, between GENERAL MOTORS CORPORATION, a Delaware corporation (the “Borrower”), and THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”).
