Assignment and Assumption Agreement and Third Amendment to Amended and Restated Secured Note Agreement Sample Contracts

ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURED NOTE AGREEMENT
Assignment and Assumption Agreement and Third Amendment to Amended and Restated 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”).

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ASSIGNMENT AND ASSUMPTION AGREEMENT AND THIRD AMENDMENT TO AMENDED AND RESTATED SECURED NOTE AGREEMENT
Assignment and Assumption Agreement and Third Amendment to Amended and Restated Secured Note Agreement • November 16th, 2009 • 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”).

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