EX-10.43 6 dex1043.htm LETTER AGREEMENT REGARDING EQUITY REGISTRATION RIGHTS AGREEMENT General Motors Company
Exhibit 10.43
General Motors Company
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
October 21, 2010
The United States Department of the Treasury
0000 Xxxxxxxxxxxx Xxxxxx, XX
Xxxxxxxxxx, X.X. 00000
Attention: Chief Counsel Office of Financial Stability
Canada GEN Investment Corporation
0000 Xxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX M54 3K4
UAW Retiree Medical Benefits Trust
X.X. Xxx 00000
Xxxxxxx, Xxxxxxxx 00000
Motors Liquidation Company
0000 Xxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxx, XX 00000
Ladies and Gentlemen:
Reference is hereby made to that certain Equity Registration Rights Agreement, dated as of October 15, 2009 (the “ERRA”), by and among General Motors Company (f/k/a General Motors Holding Company) (the “Corporation”), The United States Department of the Treasury, Canada GEN Investment Corporation (f/k/a 7176384 Canada Inc.), the UAW Retiree Medical Benefits Trust, Motors Liquidation Company, and, for limited purposes, General Motors LLC. Capitalized terms used in this letter and not otherwise defined herein shall have the meanings attributed to such terms in the ERRA.
The Corporation intends to file in Canada one or more prospectuses relating to the Corporation’s IPO, and from time to time after the IPO, the Corporation may wish to make prospectus offerings and sales of Registrable Securities in Canada. The Corporation understands that the Holders may wish from time to time to make prospectus offerings and sales of Registrable Securities in Canada. In connection with the foregoing, each of us hereby: (i) agrees that references in Section 2.9 of the ERRA to any “untrue statement” or “untrue statement of a material fact” in any “prospectus” or “related prospectus” (or phrases to similar effect) shall be deemed to cover any “misrepresentation” in any “Canadian Prospectus” and (ii) acknowledges that each of us will be relying upon such agreement in connection with any prospectus offerings and sales of Registrable Securities in Canada. For the avoidance of doubt, (A) each of us shall be entitled to the applicable rights to, and shall be subject to the applicable obligations in respect of, indemnification and contribution set
forth in Section 2.9 of the ERRA in connection with sales of Registrable Securities pursuant to any Canadian Prospectus, and (B) the proviso in Section 2.9.1 of the ERRA that begins with the words “provided, however, that the foregoing indemnity agreement with respect to any preliminary prospectuses or Issuer Free Writing Prospectuses…” shall not apply with respect to a misrepresentation in a Canadian Prospectus.
As used in this letter agreement, the term “misrepresentation” has the meaning attributed to such term in the applicable securities legislation of each province and territory of Canada, and the term “Canadian Prospectus” means a prospectus filed by the Corporation under the applicable securities laws of any province or territory of Canada qualifying the distribution of Registrable Securities and includes a preliminary prospectus, a preliminary MJDS prospectus (as defined in National Instrument 71-101 – The Multijurisdictional Disclosure System (“NI 71-101”)), a final prospectus, an MJDS prospectus (as defined in NI 71-101), any amendment or supplement thereto and any related materials, as applicable.
Notwithstanding Section 4.9 of the ERRA, this letter is binding on the Corporation and each Holder of Registrable Securities and their respective successors and permitted assigns under the ERRA.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
| Very truly yours, | ||
| GENERAL MOTORS COMPANY | ||
| By: | /s/ Xxxxxx Xxxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Vice President Finance & Treasurer |
| Acknowledged and agreed: | ||
| THE UNITED STATES DEPARTMENT OF THE TREASURY | ||
| By: | /s/ Xxxxxxx X. Xxxxxx | |
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Acting Assistant Secretary for Financial Stability | |
| CANADA GEN INVESTMENT CORPORATION | ||
| By: | /s/ Xxxxxxx Xxxxxx | |
| Name: | Xxxxxxx Xxxxxx | |
| Title: | President | |
| By: | /s/ Xxxxxx Xxxxx | |
| Name: | Xxxxxx Xxxxx | |
| Title: | Vice President | |
| UAW RETIREE MEDICAL BENEFITS TRUST | ||
| By: | /s/ Xxxx Xxxxxxxx | |
| Name: | Xxxx Xxxxxxxx | |
| Title: | Chief Executive Officer, Fiduciary Counselors, Inc. | |
| MOTORS LIQUIDATION COMPANY | ||
| By: | /s/ X.X. Xxxx | |
| Name: | X.X. Xxxx | |
| Title: | President |
