0001193125-10-261757 Sample Contracts

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT among GENERAL MOTORS COMPANY, as the Initial Borrower, THE GUARANTORS and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the Lender Dated as of August 12, 2009
Secured Credit Agreement • November 16th, 2010 • General Motors Co • Motor vehicles & passenger car bodies • New York

SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Agreement”), dated as of August 12, 2009 (the “Effective Date”) by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Initial Borrower”), the Guarantors (as defined below), and THE UNITED STATES DEPARTMENT OF THE TREASURY, as the lender hereunder (the “Lender” or the “Treasury”).

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AMENDED AND RESTATED SECURED NOTE AGREEMENT among GENERAL MOTORS COMPANY, as the Initial Issuer, THE GUARANTORS and UAW RETIREE MEDICAL BENEFITS TRUST, as the Noteholder Dated as of August 14, 2009
Guaranty and Security Agreement • November 16th, 2010 • General Motors Co • Motor vehicles & passenger car bodies • New York

AMENDED AND RESTATED SECURED NOTE AGREEMENT (this “Agreement”), dated as of August 14, 2009 (the “Effective Date”), by and among GENERAL MOTORS COMPANY, a Delaware corporation (the “Initial Issuer”), the Guarantors (as defined below), and UAW RETIREE MEDICAL BENEFITS TRUST, as the noteholder hereunder (the “Initial Noteholder” and, together with its permitted assigns, the “Noteholder”).

ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURED NOTE AGREEMENT
Secured Note Agreement • November 16th, 2010 • General Motors Co • Motor vehicles & passenger car bodies • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURED NOTE AGREEMENT (this “Agreement”), dated as of October 19, 2009, is made by and among GENERAL MOTORS LLC, a Delaware limited liability company (successor-by-conversion to, and formerly known as, General Motors Company, a Delaware corporation), as the assignor (the “Assignor”), GENERAL MOTORS HOLDINGS LLC, a Delaware limited liability company, as the assignee (collectively with any Replacement Issuer, the “Assignee”), the Guarantors signatory hereto (the “Guarantors”), GENERAL MOTORS COMPANY, a Delaware corporation (formerly known as General Motors Holding Company (collectively with any Replacement Holdco, “Holdco”)), and UAW RETIREE MEDICAL BENEFITS TRUST, as the noteholder hereunder (the “Initial Noteholder” and, together with its permitted assigns, the “Noteholder”).

ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT
Assignment and Assumption Agreement • November 16th, 2010 • General Motors Co • Motor vehicles & passenger car bodies • New York

This ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO SECOND AMENDED AND RESTATED SECURED CREDIT AGREEMENT (this “Agreement”), dated as of October 19, 2009, is made by and among GENERAL MOTORS LLC, a Delaware limited liability company (successor-by-conversion to, and formerly known as, General Motors Company, a Delaware corporation), as the assignor (the “Assignor”), GENERAL MOTORS HOLDINGS LLC, a Delaware limited liability company, as the assignee (collectively with any Replacement Borrower, the “Assignee”), the Guarantors signatory hereto (the “Guarantors”), GENERAL MOTORS COMPANY, a Delaware corporation (formerly known as General Motors Holding Company (collectively with any Replacement Holdco, “Holdco”)), and THE UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”).

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