SECOND POST-CLOSING MATTERS LETTER

Exhibit 10.1

EXECUTION COPY

SECOND POST-CLOSING MATTERS LETTER

February 19, 2009

United States Department of the Treasury

0000 Xxxxxxxxxxxx Xxxxxx, XX

Washington, D.C. 20220

Attention: Chief Counsel Office of Financial Stability

Facsimile (000) 000-0000

Re: Second Post-Closing Matters Letter (this “Letter”) to the Loan and Security Agreement:

Reference is made to the Loan and Security Agreement, dated as of December 31, 2008, by and among General Motors Corporation, as borrower (the “Borrower”), certain Subsidiaries of the Borrower and the United States Department of the Treasury as lender (the “Lender”), 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 and (iv) that certain Waiver, between the Borrower and the Lender, dated as of February 17, 2009 (as may further be amended, supplemented or otherwise modified, the “Loan Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given them in the Loan Agreement.

1. MODIFICATIONS

The Borrower and the Lender hereby agree:

1.1 Effective as of February 17, to amend Section 7 of the Loan Agreement by deleting Section 7.21 thereof in its entirety and substituting the following therefor:

7.21 [RESERVED].

1.2 Effective as of the Effective Date, to amend Section 8.07 of the Loan Agreement by deleting the words “Senior Loans” therein and substituting the words “Senior Lien Loans” therefor.

1.3 Effective as of February 18, 2009, to postpone the requirements of Section II 3. of the Post-Closing Letter Agreement with respect to each property listed on Schedule A hereto (the “Designated Real Property”) to not later than March 1, 2009; provided in each case that required consents to the applicable mortgage have been obtained by Xxxxxxxx, as indicated on Schedule A.

1.4 Effective as of February 18, 2009, to release each property listed on Schedule B hereto from the requirements of Section II 3. of the Post-Closing Letter Agreement and to delete each such property from Schedule 5(b) of the Post-Closing Letter Agreement.

1.5 Effective as of February 18, 2009, to subject each property listed on Schedule C hereto to the requirements of Section II 3. of the Post-Closing Letter Agreement; provided that the date for satisfaction of such requirements with respect to each such property shall be by March 27, 2009.

1.6 Effective as of the Effective Date, to include in the definition of Excluded Collateral each property listed on Schedule B hereto, including all Property or other assets (other than inventory) located at such property.

1.7 Effective as of February 18, 2009, to postpone the requirements of Section II 3. of the Post-Closing Letter Agreement with respect to the property known as One General Motors Circle Building, located in Onondaga County, Michigan, to not later than March 16, 2009.

1.8 Effective as of February 18, 2009, to release the property known as Delphi Site Vacant Land, located in Genessee County, Michigan, from the requirements of Section II 3. of the Post-Closing Letter Agreement and to remove such property from Schedule 5(b) of the Post-Closing Letter Agreement; provided that the Borrower shall satisfy or cause to be satisfied all of the requirements of Section II 3. with respect to such property within five (5) Business Days after receipt of a written request from the Lender do so.

2. LIMITATION OF MODIFICATIONS

2.1 This Letter 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 Letter shall not be considered a novation.

2.2 This Letter 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.

2.3 This Letter shall be deemed to be a Loan Document for all purposes of the Loan Agreement.

3. REPRESENTATIONS AND WARRANTIES

After giving effect to this Letter, 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 Letter.

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all reasonable fees and out of pocket expenses incurred by the Lender in connection with the documentation of this Letter (including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in connection with this Letter), in accordance with Section 11.03(b) of the Loan Agreement.

5. CONDITIONS PRECEDENT

This Letter shall become effective as of the date hereof upon the receipt by the Lender of a duly executed copy of this Letter.

6. MISCELLANEOUS

6.1 Construction. This Letter is executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or applied in accordance with the terms and provisions thereof. No provision of this Letter shall be construed against or interpreted to the disadvantage of the Lender or the Borrower by reason of the Lender or the Borrower having or being deemed to have structured or drafted such provision of this Letter . Whenever either the Loan Agreement or the Post-Closing Letter Agreement is referred to in the Loan Agreement, any other Loan Documents or any of the instruments, agreements or other documents or papers executed and delivered in connection therewith, it shall be deemed to mean the Loan Agreement or the Post-Closing Letter Agreement, as applicable, as amended and modified hereby.

6.2 Counterparts. This Letter may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties agree that this Letter may be transmitted between them by email and/or by facsimile. The parties intend that faxed signatures and electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

6.3 Governing Law. This Letter shall be governed by and construed in accordance with the applicable terms and provisions of Section 11.10 (Governing Law) of the Loan Agreement, which terms and provisions are incorporated herein by reference.

6.4 Successors and Assigns. This Letter shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and assigns.

6.5 Entire Agreement; Modification. Except as expressly provided in this Letter , the Loan Agreement is, and shall continue to be, in full force and effect in accordance with its terms, without amendment thereto, and is, in all respects, ratified and confirmed. This Letter is intended by the parties hereto to be the final expression of their agreement with respect to the subject matter hereof and is the complete and exclusive statements of the terms thereof, notwithstanding any representations, statements or agreements to the contrary heretofore made. This Letter may be modified only by a written instrument signed by each of the parties hereto.

6.6 Headings. The headings, captions and arrangements used in this Letter are for reference purposes only and shall not affect the meaning or interpretation of this Letter.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Second Post Closing Matters Letter to the Loan and Security Agreement to be duly executed by their respective authorized officers as of the 19^th day of February, 2009.

Very truly yours,
GENERAL MOTORS CORPORATION, as Borrower
By:		/s/ Xxxx Xxxxxx
Name:		Xxxx Xxxxxx
Title:		Assistant Treasurer

ACKNOWLEDGED AND AGREED:

THE UNITED STATES DEPARTMENT OF THE TREASURY,
as Lender
By:		/s/ Xxxx Xxxxxxxx
Name:		Xxxx Xxxxxxxx
Title:		Interim Assistant Secretary for Financial Stability

SCHEDULE A:

Designated Real Property

Property State		Property City		Property Designation
California		Fremont		Fremont Dealership
California		Menlo Park		Tyco Dealership
Illinois		Hodgkins		Hodgkins Dealership

SCHEDULE B:

Excluded Property

Property State		Property County		Property Designation
Kansas		Wyandotte		Fairfax Vacant Land
Massachusetts		Worcester		Westborough Dealership
Michigan		Saginaw		Saginaw Administration Site
Ohio		Cuyahoga		Parma Vacant Land
Tennessee		Xxxxxxxxxx		Office Building (located on Spring Hill Campus)
Georgia		DeKalb		Doraville Building

SCHEDULE C:

Additional Property to be Mortgaged*

Property State		Property City		Property Designation		Property Street Address
California		Northridge		Competition Chevrolet Dealership		18600 Devonshire
California		San Xxxx		Courtesy Chevrolet Dealership		0000 Xxxxxxx Xxxxx Xxxxxxxxx
Colorado		Aurora		GM High Altitude Vehicle Emission lab		2022 Helena Street, Unit A
Michigan		Xxxxxx		Xxxxxxx Road land		TBD
Michigan		Delta		SOD Farm Lease Agreement		80 Acres, NW corner of Xxxxx Road and Milet
Michigan		Detroit		RenCen Land – West		Land located west of Xxxxxxxx Road
Michigan		Lansing		Former Plant 0		0000 Xxxxx Xxxxx Xxxx
Michigan		Lansing		Friendship Baptist Church (Land)		000 Xxxx Xxxx Xxxxxx, with adjacent parking lot
Michigan		Livonia		Former Delco Chassis Plant (Land)		00000 Xxxxxx Xxxx
Michigan		Mt. Xxxxxx		Xxxxxxx Road Land		Xxxxxxx Road
Michigan		Pontiac		Land		000 Xxxxxx Xxxxx
Michigan		Pontiac		Land		Baseball Park North of Columbia
Michigan		Pontiac		Land		000 Xxxxxx Xxxxx
Michigan		Pontiac		Land		000 Xxxxxx Xxxxx
Michigan		Pontiac		Land		000 Xxxxxx Xxxxx
Michigan		Pontiac		ACG – Penske Site Land		000 Xxxxxxx Xxxxxx
Michigan		Saginaw		Land		000 Xxxxx Xxxxxx
Michigan		Ypsilanti		Land		Textile Road
Missouri		Kansas City		Leed’s Assembly Plant Land		0000 Xxxxxxx Xxxxx
Ohio		Lordstown		RFO – Lordstown (Office)		1829 Xxxxxxx Xxxxx Road
Tennessee		Spring Hill		Land (less 98 acres Rippavilla Mansion donation property/civil war historical site)		TBD
Texas		Nederland		JK Chevrolet Dealership		0000 Xxxxxxx 00 Xxxxx
Washington		Issaquah		Issaquah Motors, Inc. Dealership		0000 00xx Xxxxxx XX

* Properties remain subject to title review to confirm whether mortgageable. If the title review reveals that a property is not mortgageable, and such property is not Excluded Collateral, Borrower shall use its best effrots to take such actions necessary to make such property mortgageable.