Exhibit 4.7
GENERAL MOTORS
CORPORATION
and
WILMINGTON TRUST COMPANY
as
Trustee
SUPPLEMENTAL
INDENTURE
Dated as of August 13,
2007
SUPPLEMENTAL INDENTURE, dated as of
August 13, 2007, between GENERAL MOTORS CORPORATION, a
corporation duly organized and existing under the laws of the State
of Delaware (the “Company”), and WILMINGTON TRUST
COMPANY, a banking corporation duly organized and existing under
the laws of the State of Delaware (the “Trustee”). The
term “Trustee” shall include any successor trustee
appointed pursuant to Article Seven of the Indenture (as defined
below).
WITNESSETH:
WHEREAS, the Company and the
Citibank, N.A., as predecessor to the Trustee, have heretofore
executed and delivered the Indenture, dated as of December 7,
1995 (the “Indenture”), providing for the issuance from
time to time of one or more series of debt securities evidencing
unsecured indebtedness of the Company, the First Supplemental
Indenture, dated as of March 4, 2002, the Second Supplemental
Indenture, dated as of November 5, 2004, the Third
Supplemental Indenture, dated as of November 5, 2004 and the
Fourth Supplemental Indenture, dated as November 5, 2004.
Terms used in this Supplemental Indenture that are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
WHEREAS, Appendix A hereto
identifies approximately $12.46 billion in U.S. dollar denominated
non-convertible debt Securities, represented by 13 series of
Securities, issued and outstanding under the Indenture.
WHEREAS, each series of Securities
identified on Appendix A hereto was issued in the form of Global
Securities (collectively, the “Global
Notes”).
WHEREAS, each of the Global Notes is
subject to the Indenture and all indentures supplemental thereto,
each Global Note containing a paragraph as follows:
“This Global Bond is one of a
duly authorized issue of debentures, notes, bonds or other
evidences of indebtedness of the Company (hereinafter called the
“Securities”) of the series hereinafter specified, all
issued or to be issued under and pursuant to an indenture dated as
of December 7, 1995 (herein called the
“Indenture”), duly executed and delivered by the
Company to Citibank, N.A. (herein called the “Trustee”)
to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities
thereunder of the Trustee, the Company and the holders of the
Securities;”
WHEREAS, certain provisions of the
Indenture are described in each of the Global Notes.
WHEREAS, the first sentence of the
fourth paragraph of each of the Global Notes contains a description
of the vote of Holders required by Section 10.02 of the
Indenture to enter into certain supplemental indentures, the text
of which, up to the first semi-colon, is as follows:
“The Indenture
contains provisions permitting the Company and the Trustee, with
the consent of the Holders of not less than 66
2
/
3 % in aggregate principal amount
of the Securities at the time Outstanding (as defined in the
Indenture) of all series to be affected (voting as one class),
evidenced as in the Indenture provided, to execute supplemental
indentures adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any
supplemental indenture or modifying any manner the rights of the
Holders of the Securities of each such series;”
WHEREAS, the Global
Notes incorrectly summarize Section 10.02 of the Indenture with
respect to the percentage in aggregate principal amount of
Securities outstanding required to execute such supplemental
indentures, the Indenture expressly providing for approval by a
majority rather than 66 2 / 3 % in aggregate principal mount
of Securities outstanding, the text of the first paragraph of
Section 10.02, up to the first semi-colon, being as
follows:
“With the consent (evidenced
as provided in Section 8.01) of the Holders of n
