General Motors 2010 Annual Report Download - page 80

GENERAL MOTORS COMPANY AND SUBSIDIARIES
The following table summarizes the effect of the 363 Sale on the amounts owed to the UST and the EDC under the UST Loan
Agreement, the DIP Facility and the EDC Loan Facility (dollars in millions):
363 Sale
Total
Obligation
Effect of
363 Sale
GM Obligation
Subsequent to
363 Sale
Description of Funding Commitment
Total UST Funding ............................................................. $53,041 $(45,968) $7,073
Total EDC Funding ............................................................. 9,868 (8,576) 1,292
Total UST and EDC Funding ..................................................... $62,909 $(54,544) $8,365
Secured Revolving Credit Facility
In October 2010 we entered into a five year, $5.0 billion secured revolving credit facility, which includes a letter of credit
sub-facility of up to $500 million. While we do not believe that we will draw on the secured revolving credit facility to fund operating
activities, the facility is expected to provide additional liquidity and financing flexibility. Availability under the secured revolving
credit facility is subject to borrowing base restrictions.
Our obligations under the secured revolving credit facility are guaranteed by certain of our domestic subsidiaries and by
substantially all of our domestic assets, including accounts receivable, inventory, property, plants, and equipment, real estate,
intercompany loans, intellectual property, trademarks and direct investments in Ally Financial. Obligations are also secured by the
equity interests in certain of our direct domestic subsidiaries, as well as up to 65% of the voting equity interests in certain of our direct
foreign subsidiaries, in each case, subject to certain exceptions. The collateral securing the secured revolving credit facility does not
include, among other assets, cash, cash equivalents, marketable securities, as well as our investment in GM Financial, our investment
in New Delphi and our equity interests in our China JVs and in GM Daewoo. If the secured revolving credit facility is rated
investment grade by two or more of the credit rating agencies (S&P, Moody’s and Fitch) the requirement to provide collateral is
eliminated.
Depending on certain terms and conditions in the secured revolving credit facility, including compliance with the borrowing base
requirements and certain other covenants, we will be able to add one or more pari passu first lien loan facilities. We will also have the
ability to secure up to $2.0 billion of certain non-loan obligations that we may designate from time to time as additional pari passu
first lien obligations. Second-lien debt is generally allowed but second lien debt maturing prior to the final maturity date of the
secured revolving credit facility is limited to $3.0 billion in outstanding obligations.
Interest rates on obligations under the secured revolving credit facility are based on prevailing per annum interest rates for
Eurodollar loans or an alternative base rate plus an applicable margin, in each case, based upon the credit rating assigned to the debt
evidenced by the secured revolving credit facility.
The secured revolving credit facility contains representations, warranties and covenants customary for facilities of this nature,
including negative covenants restricting us and our subsidiary guarantors from incurring liens, consummating mergers or sales of
assets and incurring secured indebtedness, and restricting us from making restricted payments, in each case, subject to exceptions and
limitations. The secured revolving credit facility contains minimum liquidity covenants, which require us to maintain at least $4.0
billion in consolidated global liquidity and at least $2.0 billion in consolidated U.S. liquidity.
Events of default under the secured revolving credit facility include events of default customary for facilities of this nature
(including customary notice and/or grace periods, as applicable) such as:
• The failure to pay principal at the stated maturity, interest or any other amounts owed under the secured revolving credit
agreement or related documents;
78 General Motors Company 2010 Annual Report