EX-1.1 2 dex11.htm DEALER MANAGERS AGREEMENT Execution Copy GENERAL MOTORS CORPORATION DEALER MANAGERS AGREEMENT April 26, 2009 Morgan Stanley & Co. Incorporated Banc of America Securities LLC Barclays Capital Inc. Deutsche Bank Securities Inc....Dealer Managers Agreement • May 5th, 2020 • New York
Contract Type FiledMay 5th, 2020 JurisdictionGeneral Motors Corporation, a Delaware corporation (the “Company”), plans, on the terms and subject to the conditions described in the Prospectus (as defined below), to make offers to exchange (the “Exchange Offers”) any and all of the outstanding (i) public unsecured notes denominated in U.S. Dollars (“USD”) of the Company of each series listed on Schedule 1 hereto (the “Old GM USD Notes”), (ii) public unsecured notes denominated in Euro of the Company of each series listed on Schedule 1 hereto (“Old GM Euro Notes” and, together with the Old GM USD Notes, the “Old GM Notes”) and (iii) public unsecured notes denominated in Pounds Sterling (“GBP”) of GM Nova Scotia Finance Company (“GM Nova Scotia”) of each series listed on Schedule 1 hereto (the “Old GM Nova Scotia Notes” and, together with the Old GM Euro Notes, the “Old Non-USD Notes” and the Old Non-USD Notes together with the Old GM Notes, the “Old Notes”), in each case validly tendered and not validly withdrawn in the Exchange Off
GENERAL MOTORS CORPORATION DEALER MANAGERS AGREEMENTDealer Managers Agreement • April 27th, 2009 • General Motors Corp • Motor vehicles & passenger car bodies • New York
Contract Type FiledApril 27th, 2009 Company Industry JurisdictionIn so acting, we have examined originals or copies (certified or otherwise identified to our satisfaction) of (i) the Agreement; (ii) the Supplemental Indentures; (iii) the Proposed Paying Agency Agreement Amendments; (iv) the Charter Amendment; (v) the Escrow Agreement; (vi) agreements in respect of the Labor Modifications and the VEBA Modifications; (vii) the registration statement on Form S-4 (File No. 333-[—]), filed on April 27, 2009 (the “Registration Statement”); (viii) the prospectus, dated [—], 2009 (the “Prospectus”) included in the Registration Statement; (ix) the Schedule TO filed on April 27, 2009 (the “Schedule TO”); (x) the Schedule 14C filed on [—], 2009 (the “Schedule 14C”); and (xi) such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, and have made such inquiries of such officers and representatives, as we have deemed relevant and neces