0001193125-09-148748 Sample Contracts

EQUITY REGISTRATION RIGHTS AGREEMENT
Equity Registration Rights Agreement • July 14th, 2009 • Motors Liquidation Co • Motor vehicles & passenger car bodies • New York

This EQUITY REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of July 10, 2009 by and among GENERAL MOTORS COMPANY (formerly known as NGMCO, Inc.), a Delaware corporation and successor-in-interest to Vehicle Acquisition Holdings LLC (the “Corporation”), THE UNITED STATES DEPARTMENT OF THE TREASURY (the “UST”), 7176384 CANADA INC., a corporation organized under the laws of Canada (“Canada”), the UAW RETIREE MEDICAL BENEFITS TRUST, a voluntary employees’ beneficiary association (the “VEBA”), and MOTORS LIQUIDATION COMPANY (formerly known as General Motors Corporation), a Delaware corporation (the “Debtor”).

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RETIREMENT AGREEMENT
Retirement Agreement • July 14th, 2009 • Motors Liquidation Co • Motor vehicles & passenger car bodies • Michigan
AMENDED AND RESTATED SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT among MOTORS LIQUIDATION COMPANY (f/k/a GENERAL MOTORS CORPORATION) a Debtor and Debtor-in-Possession under Chapter 11 of the Bankruptcy Code, as the Borrower, THE...
Secured Debtor-in-Possession Credit Agreement • July 14th, 2009 • Motors Liquidation Co • Motor vehicles & passenger car bodies • New York

AMENDED AND RESTATED SECURED SUPERPRIORITY DEBTOR-IN-POSSESSION CREDIT AGREEMENT (this “Agreement”), dated as of July 10, 2009, by and among MOTORS LIQUIDATION COMPANY (f/k/a General Motors Corporation), a Delaware corporation and a debtor and debtor-in-possession in a case pending under Chapter 11 of the Bankruptcy Code (as defined below) (the “Borrower”), the Guarantors (as defined below), and the several lenders from time to time parties to this Agreement (the “Lenders”).

TRANSITION SERVICES AGREEMENT
Transition Services Agreement • July 14th, 2009 • Motors Liquidation Co • Motor vehicles & passenger car bodies

This TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 10, 2009 (the “Effective Date”), is made by and among Motors Liquidation Company (formerly known as General Motors Corporation), a Delaware corporation (“Parent”), Saturn LLC, a Delaware limited liability company (“S LLC”), Saturn Distribution Corporation, a Delaware corporation (“S Distribution”), Chevrolet-Saturn of Harlem, Inc., a Delaware corporation (“Harlem”, and collectively with Parent, S LLC and S Distribution, “Sellers”, and each a “Seller”), and General Motors Company (formerly known as NGMCO, Inc.), a Delaware corporation and successor-in-interest to Vehicle Acquisition Holdings, LLC (“Purchaser”).

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