STOCKHOLDERS AGREEMENT by and among General Motors Holding Company (to be renamed General Motors Company), United States Department of the Treasury, 7176384 Canada Inc., UAW Retiree Medical Benefits Trust and solely for purposes of Section 6.20,...Stockholders Agreement • November 16th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into as of October 15, 2009 by and among General Motors Holding Company (to be renamed General Motors Company), a Delaware corporation (the “Corporation”), the United States Department of the Treasury (together with its Permitted Transferees, “UST”), 7176384 Canada Inc., a corporation organized under the laws of Canada (together with its Permitted Transferees, “Canada”), the UAW Retiree Medical Benefits Trust, a voluntary employees’ beneficiary association (together with its Permitted Transferees, the “VEBA”), and solely for purposes of Section 6.20, General Motors Company (formerly known as NGMCO, Inc.), a Delaware corporation and successor-in-interest to Vehicle Acquisition Holdings LLC (to be converted to General Motors LLC, the “Operating Company”).
SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT among GENERAL MOTORS COMPANY, as the Initial Borrower, THE GUARANTORS and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the Lender Dated as of August 12, 2009Secured Credit Agreement • November 16th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Agreement”), dated as of August 12, 2009 (the “Effective Date”) by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Initial Borrower”), the Guarantors (as defined below), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender” or the “Treasury”).
ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENTAssignment and Assumption Agreement • November 16th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Agreement”), dated as of October 19, 2009, is made by and among GENERAL MOTORS LLC, a Delaware limited liability company (successor-by-conversion to, and formerly known as, General Motors Company, a Delaware corporation), as the assignor (the “Assignor”), GENERAL MOTORS HOLDINGS LLC, a Delaware limited liability company, as the assignee (collectively with any Replacement Borrower, the “Assignee”), the Guarantors signatory hereto (the “Guarantors”), GENERAL MOTORS COMPANY, a Delaware corporation (formerly known as General Motors Holding Company (collectively with any Replacement Holdco, “Holdco”)), and THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”).
AMENDED AND RESTATED SECURED NOTE AGREEMENT among GENERAL MOTORS COMPANY, as the Initial Issuer, THE GUARANTORS and UAW RETIREE MEDICAL BENEFITS TRUST, as the Noteholder Dated as of August 14, 2009Guaranty and Security Agreement • November 16th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
AMENDED AND RESTATED SECURED NOTE AGREEMENT (this “Agreement”), dated as of August 14, 2009 (the “Effective Date”), by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Initial 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”).
GENERAL MOTORS COMPANYGeneral Motors Co • November 16th, 2009 • Motor vehicles & passenger car bodies
Reference is made to that certain Amended and Restated Master Sale and Purchase Agreement, dated as of June 26, 2009, by and among Motors Liquidation Company, formerly known as General Motors Corporation, a Delaware corporation, MLCS, LLC, formerly known as Saturn LLC, a Delaware limited liability, MLCS Distribution Corporation, formerly known as Saturn Distribution Corporation, a Delaware corporation, MLC of Harlem, Inc., formerly known as Chevrolet-Saturn of Harlem, Inc., a Delaware corporation, and General Motors Company, formerly known as NGMCO, Inc., a Delaware corporation and successor-in-interest to Vehicle Acquisition Holdings LLC (as amended, the “Purchase Agreement”). Capitalized terms used herein and not otherwise defined are defined in the Purchase Agreement.
ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURED NOTE AGREEMENTSecured Note Agreement • November 16th, 2009 • General Motors Co • Motor vehicles & passenger car bodies • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURED NOTE AGREEMENT (this “Agreement”), dated as of October 19, 2009, is made by and among GENERAL MOTORS LLC, a Delaware limited liability company (successor-by-conversion to, and formerly known as, General Motors Company, a Delaware corporation), as the assignor (the “Assignor”), GENERAL MOTORS HOLDINGS LLC, a Delaware limited liability company, as the assignee (collectively with any Replacement Issuer, the “Assignee”), the Guarantors signatory hereto (the “Guarantors”), GENERAL MOTORS COMPANY, a Delaware corporation (formerly known as General Motors Holding Company (collectively with any Replacement Holdco, “Holdco”)), and UAW RETIREE MEDICAL BENEFITS TRUST, as the noteholder hereunder (the “Initial Noteholder” and, together with its permitted assigns, the “Noteholder”).
