Exhibit 10.2
EXECUTION COPY
AMENDMENT
to
LOAN AND SECURITY AGREEMENT
dated as of January 16, 2009
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
January 16, 2009 as amended and modified by that certain
Consent No. 1 Under Loan and Security Agreement, between the
Borrower and the Lender, dated as of January 29, 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, 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.
2. MODIFICATION OF LOAN
AGREEMENT
2.1 This Amendment is limited
precisely as written and shall not be deemed to be a consent to a
waiver, amendment or modification of any other term or condition of
the Loan Agreement, the other Loan Documents, or any of the
documents referred to therein or executed in connection therewith
except as provided in Section 1 hereof, and this Amendment
shall not be considered a novation.
2.2 This Amendment shall not
prejudice any right or rights the Lender may now have or may have
in the future under or in connection with the Loan Agreement, the
other Loan Documents or any documents referred to therein or
executed in connection therewith.
3. REPRESENTATIONS AND
WARRANTIES OF THE BORROWER
After giving effect to this
Amendment, the representations and warranties of the Borrower set
forth in the Loan Agreement are true and correct in all material
respects, and no Default or Event of Default has occurred and is
continuing on and as of the date of this Amendment.
4. FEES AND
EXPENSES
The Borrower agrees to pay or
reimburse the Lender for all fees and out of pocket expenses
incurred b
