8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549-1004

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) March 29, 2009

GENERAL MOTORS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

DELAWARE	38-0572515
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

300 Renaissance Center, Detroit, Michigan	48265-3000
(Address of Principal Executive Offices)	(Zip Code)

(313) 556-5000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

ITEM 1.01 Entry into a Material Definitive Agreement

On March 31, 2009, General Motors Corporation (“GM”) entered into amendments to the Loan and Security Agreement dated as of December 31, 2009 (the “First Treasury Loan Agreement”) between GM and the United States Department of the Treasury (the “U.S. Treasury”), and to the Loan and Security Agreement dated as of January 16, 2009 (the “Second Treasury Loan Agreement” and, together with the First Treasury Loan Agreement, collectively, the “Treasury Loan Agreements”) between GM and the U.S. Treasury. All capitalized terms used in this Item 1.01 that are not defined herein have the meanings given to them in the Treasury Loan Agreements.

Prior to entry into the amendments, GM was required under the First Treasury Loan Agreement to submit to the President’s Designee, by March 31, 2009, a certification and report (the “Restructuring Plan Report”) detailing, among other things, the progress made by GM and its subsidiaries in implementing the Restructuring Plan, including evidence satisfactory to the Presidents Designee that the following have occurred: (a) the Labor Modifications have been approved by the members of the Unions, (b ) all necessary approvals of the VEBA Modifications, other than regulatory and judicial approvals, have been received, and (c) an exchange offer to implement a Bond Exchange has been commenced (the “Specified Events”). In addition, each of the Treasury Loan Agreements provided that if, by March 31, 2009 or a later date (not to exceed 30 days after March 31, 2009) as determined by the President’s Designee (the “Certification Deadline”), the President’s Designee has not issued a certification that GM and its subsidiaries have taken all steps necessary to achieve and sustain long-term viability, international competitiveness and energy efficiency in accordance with the Restructuring Plan, then the advances and other obligations under the U.S. Treasury Loan Agreements would become due and payable on the 30th day after the Certification Deadline.

Under the amendment to the First Treasury Loan Agreement, the requirement with respect to the certification of the occurrence the Specified Events has been modified to require that (a) the Restructuring Plan Report will include evidence that on or before March 31, 2009 the Specified Events have occurred, or, if such events have not occurred, the status of GM’s efforts with respect thereto, and (b) on or before June 1, 2009, GM will deliver evidence satisfactory to the President’s Designee that the Specified Events have occurred. Under the amendment to each of the Treasury Loan Agreements, the Certification Deadline has been changed to June 1, 2009.

The amendments to the Treasury Loan Agreements are included as exhibits to this Report on Form 8-K.

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

(b) On March 29, 2009, G. Richard Wagoner, Jr. resigned as a director and stepped down from his positions as Chairman of the Board and Chief Executive Officer of GM.

(c) On March 29, 2009, Frederick A. Henderson was appointed President and Chief Executive Officer of GM. Mr. Henderson, age 50, had been President and Chief Operating Officer of GM since March 3, 2008. Prior to that, he was Vice Chairman and Chief Financial Officer of GM since January 1, 2006, Group Vice President and Chairman of General Motors Europe from June 1, 2004 though the end of 2005, and Group Vice President and President of General Motors Asia Pacific from January 1, 2002 to May 30, 2004. He has been employed by GM since 1984.

Mr. Henderson is a director of GMAC LLC.

Mr. Henderson’s brother, Douglas L. Henderson, is employed by GM, as described in GM’s Annual Report on Form 10-K for the year ended December 31, 2008, Item 13 “Certain Relationships and Related Transactions, and Director Independence—Certain Relationships,” which is incorporated herein by reference.

(d) On March 29, 2009, Mr. Henderson was elected a director of GM. He is expected to be named to the Board’s Administrative Committee. He will not receive any extra compensation specifically for his service on the Board.

ITEM 9.01. Financial Statements and Exhibits

Exhibit No.	Description
10.1	Amendment to Loan and Security Agreement dated as of December 31, 2008 between General Motors Corporation and the United States Department of the Treasury
10.2	Amendment to Loan and Security Agreement dated as of January 16, 2009 between General Motors Corporation and the United States Department of the Treasury

# # #

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GENERAL MOTORS CORPORATION (Registrant)
Date: April 2, 2009	By:	/s/ Nick S. Cyprus (Nick S. Cyprus, Controller and Chief Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment to Loan and Security Agreement dated as of December 31, 2008 between General Motors Corporation and the United States Department of the Treasury
10.2	Amendment to Loan and Security Agreement dated as of January 16, 2009 between General Motors Corporation and the United States Department of the Treasury

EX-10.1

Exhibit 10.1

EXECUTION COPY

AMENDMENT

to

LOAN AND SECURITY AGREEMENT

dated as of December 31, 2008

between

GENERAL MOTORS CORPORATION

and

THE UNITED STATES DEPARTMENT OF THE TREASURY

This AMENDMENT (this “Amendment”) to the Loan and Security Agreement referenced below is entered into as of March 31, 2009, between GENERAL MOTORS CORPORATION, a Delaware corporation (the “Borrower”), and the UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”).

R E C I T A L S:

WHEREAS, the parties hereto have entered into that certain Loan and Security Agreement, dated as of December 31, 2008 as amended and modified by (i) that certain Post-Closing Letter Agreement, by and among the Borrower, certain Subsidiaries of the Borrower and the Lender, dated as of December 31, 2008 (the “Post-Closing Letter Agreement”), (ii) that certain Notice of Borrowing and Post-Closing Matters Letter, from the Borrower to the Lender, dated as of January 21, 2009, (iii) that certain Consent and Waiver Number One, between the Borrower and the Lender, dated as of January 29, 2009, (iv) that certain Waiver, between the Borrower and the Lender, dated as of February 17, 2009, (v) that certain Second Post-Closing Matters Letter, between the Borrower and the Lender, dated as of February 19, 2009, (vi) that certain Third Post-Closing Matters Letter, between the Borrower and the Lender, dated as of March 13, 2009, (vii) that certain Omnibus Joinder Number One, by and among the Borrower, certain Subsidiaries of the Borrower and the Lender, dated as of March 13, 2009, (viii) that certain Fourth Post-Closing Matters Letter, between the Borrower and the Lender, dated as of March 27, 2009 and (ix) that certain Consent and Waiver Number Two, between the Borrower and the Lender, dated as of March 30, 2009 (collectively, the “Loan Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement; and

WHEREAS, the Borrower and the Lender desire to amend certain terms and provisions of the Loan Agreement so as to extend the Certification Deadline and to modify the restructuring plan report submission requirement under Section 7.22 of the Loan Agreement, as provided herein;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. AMENDMENTS

1.1 The definition of “Certification Deadline” in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Certification Deadline” shall mean June 1, 2009.

1.2 The definition of “Maturity Date” in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Maturity Date” shall mean the earlier of (i) the Expiration Date, (ii) the date specified in the proviso in Section 2.05(a) or (iii) the occurrence of an Event of Default, at the option of the Lender.

1.3 Section 7.22 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

7.22 Restructuring Plan Reports. On or before March 31, 2009, the Borrower shall submit to the President’s Designee a written certification and report detailing the progress made by the Borrower and its Subsidiaries in implementing the Restructuring Plan. The report shall identify any deviations from the restructuring targets set forth in Section 7.20(b), and explain the rationale for these deviations, including an explanation of why such deviations do not jeopardize the Borrower’s long-term viability. The report shall also include evidence satisfactory to the President’s Designee that the following events have occurred (or, if such events have not occurred, the status of the Borrower’s efforts with respect thereto):

(a) Approval of the Labor Modifications by the members of the Unions;

(b) Receipt of all necessary approvals of the VEBA Modifications other than regulatory and judicial approvals; provided, that the Borrower must have filed and be diligently prosecuting applications for any necessary regulatory and judicial approvals; and

(c) The commencement of an exchange offer to implement a Bond Exchange.

On or before June 1, 2009, the Borrower shall also deliver evidence satisfactory to the President’s Designee that the events described in Sections 7.22(a), (b) and (c) have occurred.

2. MODIFICATION OF LOAN AGREEMENT

2.1 This Amendment is limited precisely as written and shall not be deemed to be a consent to a waiver, amendment or modification of any other term or condition of the Loan Agreement, the other Loan Documents, or any of the documents referred to therein or executed in connection therewith except as provided in Section 1 hereof, and this Amendment shall not be considered a novation.

2.2 This Amendment shall not prejudice any right or rights the Lender may now have or may have in the future under or in connection with the Loan Agreement, the other Loan Documents or any documents referred to therein or executed in connection therewith.

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3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

After giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all material respects, and no Default or Event of Default has occurred and is continuing on and as of the date of this Amendment.

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket expenses incurred by the Lender in connection with the documentation of this Amendment (including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in connection with this Amendment), pursuant to Section 11.03(b) of the Loan Agreement.

5. CONDITIONS PRECEDENT

This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:

5.1 The Lender shall have received a duly executed copy of this Amendment.

6. MISCELLANEOUS

6.1 Construction. This Amendment is executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or applied in accordance with the terms and provisions thereof. No provision of this Amendment shall be construed against or interpreted to the disadvantage of the Lender or the Borrower by reason of the Lender or the Borrower having or being deemed to have structured or drafted such provision of this Amendment. Whenever the Loan Agreement is referred to in the Loan Documents or any of the instruments, agreements or other documents or papers executed and delivered in connection therewith, it shall be deemed to mean the Loan Agreement, as amended hereby.

6.2 Counterparts. This Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties agree that this Amendment may be transmitted between them by email or facsimile. The parties intend that faxed signatures and electronically imaged signatures (such as .pdf files) shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

6.3 Governing Law. This Amendment shall be governed by and construed in accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement.

6.4 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assigns.

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6.5 Entire Agreement; Modification. Except as expressly provided in this Amendment, the Loan Agreement is, and shall continue to be, in full force and effect in accordance with its terms, without amendment thereto, and is, in all respects, ratified and confirmed. This Amendment is intended by the parties hereto to be the final expression of their agreement with respect to the subject matter hereof, and is the complete and exclusive statement of the terms thereof, notwithstanding any representations, statements or agreements to the contrary heretofore made. The Loan Agreement, as amended and modified hereby, may only be further amended, restated, supplemented, or otherwise modified in accordance with the provisions thereof.

6.6 Headings. The headings, captions and arrangements used in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Loan Agreement to be duly executed by their respective authorized officers as of the 31st day of March, 2009.

GENERAL MOTORS CORPORATION,
as Borrower
By	/s/ Adil Mistry
Name:	Adil Mistry
Title:	Assistant Treasurer
THE UNITED STATES DEPARTMENT OF THE TREASURY, as Lender
By	/s/ Neel Kashkari
Name:	Neel Kashkari
Title:	Interim Assistant Secretary of the Treasury for Financial Stability

Amendment to Loan and Security Agreement

EX-10.2

Exhibit 10.2

EXECUTION COPY

AMENDMENT

to

LOAN AND SECURITY AGREEMENT

dated as of January 16, 2009

between

GENERAL MOTORS CORPORATION

and

THE UNITED STATES DEPARTMENT OF THE TREASURY

This AMENDMENT (this “Amendment”) to the Loan and Security Agreement referenced below is entered into as of March 31, 2009, between GENERAL MOTORS CORPORATION, a Delaware corporation (the “Borrower”), and the UNITED STATES DEPARTMENT OF THE TREASURY (the “Lender”).

R E C I T A L S:

WHEREAS, the parties hereto have entered into that certain Loan and Security Agreement, dated as of January 16, 2009 as amended and modified by that certain Consent No. 1 Under Loan and Security Agreement, between the Borrower and the Lender, dated as of January 29, 2009 (collectively, the “Loan Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Loan Agreement; and

WHEREAS, the Borrower and the Lender desire to amend certain terms and provisions of the Loan Agreement so as to extend the Certification Deadline, as provided herein;

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. AMENDMENTS

1.1 The definition of “Certification Deadline” in Section 1.01 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Certification Deadline” shall mean June 1, 2009.

2. MODIFICATION OF LOAN AGREEMENT

2.1 This Amendment is limited precisely as written and shall not be deemed to be a consent to a waiver, amendment or modification of any other term or condition of the Loan Agreement, the other Loan Documents, or any of the documents referred to therein or executed in connection therewith except as provided in Section 1 hereof, and this Amendment shall not be considered a novation.

2.2 This Amendment shall not prejudice any right or rights the Lender may now have or may have in the future under or in connection with the Loan Agreement, the other Loan Documents or any documents referred to therein or executed in connection therewith.

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWER

After giving effect to this Amendment, the representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all material respects, and no Default or Event of Default has occurred and is continuing on and as of the date of this Amendment.

4. FEES AND EXPENSES

The Borrower agrees to pay or reimburse the Lender for all fees and out of pocket expenses incurred by the Lender in connection with the documentation of this Amendment (including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel incurred in connection with this Amendment), pursuant to Section 11.03(b) of the Loan Agreement.

5. CONDITIONS PRECEDENT

This Amendment shall become effective as of the date hereof upon the satisfaction of the following conditions precedent:

5.1 The Lender shall have received a duly executed copy of this Amendment.

6. MISCELLANEOUS

6.1 Construction. This Amendment is executed pursuant to the Loan Agreement and shall (unless otherwise expressly indicated therein) be construed, administered or applied in accordance with the terms and provisions thereof. No provision of this Amendment shall be construed against or interpreted to the disadvantage of the Lender or the Borrower by reason of the Lender or the Borrower having or being deemed to have structured or drafted such provision of this Amendment. Whenever the Loan Agreement is referred to in the Loan Documents or any of the instruments, agreements or other documents or papers executed and delivered in connection therewith, it shall be deemed to mean the Loan Agreement, as amended hereby.

6.2 Counterparts. This Amendment may be executed simultaneously in any number of counterparts. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties agree that this Amendment may be transmitted between them by email or facsimile. The parties intend that faxed signatures and electronically imaged signatures (such as .pdf files) shall constitute original signatures and are binding on all parties. The original documents shall be promptly delivered, if requested.

6.3 Governing Law. This Amendment shall be governed by and construed in accordance with the applicable terms and provisions of Section 11.10 of the Loan Agreement.

6.4 Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and to their respective successors and permitted assigns.

6.5 Entire Agreement; Modification. Except as expressly provided in this Amendment, the Loan Agreement is, and shall continue to be, in full force and effect in accordance with its terms, without amendment thereto, and is, in all respects, ratified and

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confirmed. This Amendment is intended by the parties hereto to be the final expression of their agreement with respect to the subject matter hereof, and is the complete and exclusive statement of the terms thereof, notwithstanding any representations, statements or agreements to the contrary heretofore made. The Loan Agreement, as amended and modified hereby, may only be further amended, restated, supplemented, or otherwise modified in accordance with the provisions thereof.

6.6 Headings. The headings, captions and arrangements used in this Amendment are for reference purposes only and shall not affect the meaning or interpretation of this Amendment.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to the Loan Agreement to be duly executed by their respective authorized officers as of the 31st day of March, 2009.

GENERAL MOTORS CORPORATION, as Borrower
By	/s/ Adil Mistry
Name:	Adil Mistry
Title:	Assistant Treasurer
THE UNITED STATES DEPARTMENT OF THE TREASURY, as Lender
By	/s/ Neel Kashkari
Name:	Neel Kashkari
Title:	Interim Assistant Secretary of the Treasury for Financial Stability

Amendment to Loan and Security Agreement