Exhibit 10.1
EXECUTION COPY
AMENDMENT
to
LOAN AND SECURITY AGREEMENT
dated as of December 31, 2008
between
GENERAL MOTORS CORPORATION
and
THE UNITED STATES DEPARTMENT OF THE
TREASURY
This AMENDMENT (this “
Amendment ”) to the Loan and Security Agreement
referenced below is entered into as of March 31, 2009, between
GENERAL MOTORS CORPORATION, a Delaware corporation (the “
Borrower ”), and the UNITED STATES DEPARTMENT OF THE
TREASURY (the “ Lender ”).
R E C I T A L S:
WHEREAS, the parties hereto have
entered into that certain Loan and Security Agreement, dated as of
December 31, 2008 as amended and modified by (i) that
certain Post-Closing Letter Agreement, by and among the Borrower,
certain Subsidiaries of the Borrower and the Lender, dated as of
December 31, 2008 (the “Post-Closing Letter
Agreement”), (ii) that certain Notice of Borrowing and
Post-Closing Matters Letter, from the Borrower to the Lender, dated
as of January 21, 2009, (iii) that certain Consent and
Waiver Number One, between the Borrower and the Lender, dated as of
January 29, 2009, (iv) that certain Waiver, between the
Borrower and the Lender, dated as of February 17, 2009,
(v) that certain Second Post-Closing Matters Letter, between
the Borrower and the Lender, dated as of February 19, 2009,
(vi) that certain Third Post-Closing Matters Letter, between
the Borrower and the Lender, dated as of March 13, 2009,
(vii) that certain Omnibus Joinder Number One, by and among
the Borrower, certain Subsidiaries of the Borrower and the Lender,
dated as of March 13, 2009, (viii) that certain Fourth
Post-Closing Matters Letter, between the Borrower and the Lender,
dated as of March 27, 2009 and (ix) that certain Consent
and Waiver Number Two, between the Borrower and the Lender, dated
as of March 30, 2009 (collectively, the “ Loan
Agreement ”). Capitalized terms used but not defined
herein have the meanings assigned to them in the Loan Agreement;
and
WHEREAS, the Borrower and the Lender
desire to amend certain terms and provisions of the Loan Agreement
so as to extend the Certification Deadline and to modify the
restructuring plan report submission requirement under
Section 7.22 of the Loan Agreement, as provided
herein;
NOW, THEREFORE, in consideration of
the mutual covenants and undertakings herein contained, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to
be legally bound, hereby agree as follows:
1.
AMENDMENTS
1.1 The definition of
“Certification Deadline” in Section 1.01 of the
Loan Agreement is hereby amended and restated in its entirety to
read as follows:
“ Certification
Deadline ” shall mean June 1, 2009.
1.2 The definition of
“Maturity Date” in Section 1.01 of the Loan
Agreement is hereby amended and restated in its entirety to read as
follows:
“ Maturity Date ”
shall mean the earlier of (i) the Expiration Date,
(ii) the date specified in the proviso in Section 2.05(a)
or (iii) the occurrence of an Event of Default, at the option
of the Lender.
1.3 Section 7.22 of the Loan
Agreement is hereby amended and restated in its entirety to read as
follows:
7.22 Restructuring Plan
Reports . On or before March 31, 2009, the Borrower shall
submit to the President’s Designee a written certification
and report detailing the progress made by the Borrower and its
Subsidiaries in implementing the Restructuring Plan. The report
shall identify any deviations from the restructuring targets set
forth in Section 7.20(b), and explain the rationale for these
deviations, including an explanation of why such deviations do not
jeopardize the Borrower’s long-term viability. The report
shall also include evidence satisfactory to the President’s
Designee that the following events have occurred (or, if such
events have not occurr
