Sample Business Contracts

Agreement - General Motors Corp. and General Motors Acceptance Corp.

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This Agreement is dated as of October 22, 2001 between General Motors
Corporation, a Delaware corporation ("GM"), and General Motors Acceptance
Corporation, a Delaware corporation ("GMAC").


   A. GMAC is a diversified financial services company that supports the sale of
      GM's products by providing, among other things, wholesale, retail, and
      lease financing for the purchase and lease of those products.

   B. GMAC is highly dependent on the public debt markets to raise funds for its

   C. GMAC's ability to raise funds in the public debt markets is highly
      dependent on its credit ratings, which, in turn, are dependent on the
      level of GMAC's equity capital, profitability, the quality of its assets,
      and its liquidity.

   D. It is important to the success of GM that GMAC remains a viable finance
      company that can fund itself in the public debt markets and continue
      supporting the sale of GM's products.

   E. Towards maintaining the viability of GMAC, the parties desire to provide
      for certain agreements regarding transactions between them and the
      creditworthiness of GMAC.

NOW, THEREFORE, for good and valuable consideration and the mutual agreements
herein provided, the parties agree as follows:

   1. The parties agree that all Affiliate Receivables shall be on arm's-length
      terms. For purposes hereof, "Affiliate Receivables" means any advance,
      loan, extension of credit, or other financing to GM or any affiliate of GM
      whose assets and liabilities are classified on GM's consolidated balance
      sheet as Automotive ("Automotive Affiliate"). GMAC shall enforce, and
      cause its subsidiaries to enforce, all Affiliate Receivables in a
      commercially reasonable manner, and GM shall pay, and cause its Automotive
      Affiliates to pay, Affiliate Receivables in accordance with their terms.

   2. GMAC shall not, nor shall it permit any of its subsidiaries to, guarantee
      any indebtedness of, or purchase any equity securities issued by, or make
      any other investment in, GM (parent company only) or any Automotive
      Affiliate. In addition, GMAC shall not, nor shall it permit any of its
      subsidiaries to, purchase or finance any real property or manufacturing
      equipment (including tooling) from or of GM or any Automotive Affiliate
      that is classified as an Automotive asset on GM's consolidated balance
      sheet, except in conformance with prudent and commercially reasonable
      standards established on an arms-length basis. GM shall not, nor shall it
      permit any Automotive Affiliate to, request or require GMAC, or GMAC's
      subsidiaries, to do any of the transactions prohibited by this Section 2.

   3. GM and GMAC agree that GMAC's total stockholder's equity as stated on or
      reflected in its consolidated financial statements shall, at the end of
      any calendar quarter during which this Agreement is in effect, be
      maintained at a commercially reasonable level appropriate to support the
      amount, quality, and mix (i.e., retail finance receivables, wholesale
      finance receivables, lease receivables and non-automotive assets held on
      balance sheet) of GMAC's assets as stated on or reflected in its
      consolidated financial statements for the same calendar quarter, taking
      into account general business conditions affecting GMAC.


   4. GMAC shall, and shall cause each of its subsidiaries to, conduct its
      business, including its finance and lease business, in a prudent and
      commercially reasonable manner, including maintaining and adhering to
      credit risk underwriting standards for finance and lease receivables and
      residual assumptions for lease receivables it acquires or originates that
      are consistent with industry standards. GM shall not, nor shall it permit
      any Automotive Affiliate to, require GMAC or any of its subsidiaries to
      accept credit or residual risk beyond what it would be willing to accept
      acting in a prudent and commercially reasonable manner. For avoidance of
      doubt, acquisition, or origination of finance or lease receivables having
      terms that are not market-based shall be considered to be prudent and
      commercially reasonable if subsidies (in the form of interest rate
      subvention payments, guarantees, residual risk sharing arrangements, or
      otherwise) are provided by GM or an Automotive Affiliate in an amount
      sufficient to assure that GMAC or a finance subsidiary of GMAC, as the
      case may be, will receive the economic benefits of such receivables as if
      they had been acquired or originated on market-based terms.
      Notwithstanding the oregoing, in recognition of the fact that GM uses GMAC
      as the predominant provider of financial services for special retail and
      lease programs to support the sale of products manufactured by GM and
      other Automotive Affiliates, it is understood that it would be
      commercially reasonable and prudent for GMAC to accept higher
      concentrations of automotive credit risk than it might otherwise accept in
      order to continue as the predominant provider of financial services to GM
      and the other Automotive Affiliates with respect to such programs.

   5. GM and GMAC agree that (a) GMAC shall at all times maintain its books,
      records, financial statements, and bank accounts separate from those of GM
      and any Automotive Affiliate; (b) GMAC shall maintain its assets in such a
      manner that it will not be costly or difficult to segregate, ascertain, or
      identify its assets from those of GM and any Automotive Affiliate; (c) the
      funds and other assets of GMAC shall not be commingled with those of GM or
      any Automotive Affiliate; (d) GMAC shall at all times hold itself out as a
      legal entity separate and distinct from GM and any Automotive Affiliate;
      and (e) they otherwise will take such reasonable and customary action so
      that GMAC will not be consolidated with GM or any Automotive Affiliate in
      any case or other proceeding seeking liquidation, reorganization, or other
      relief with respect to GM or any Automotive Affiliate or its debts under
      any bankruptcy, insolvency, or other similar law.

   6. In the event that GM or any of its subsidiaries engages in a corporate
      transaction that causes the Pension Benefit Guaranty Corporation ("PBGC")
      to threaten to terminate the pension plans sponsored by GM or any of its
      subsidiaries, GM shall, or shall cause any of its subsidiaries to, seek to
      negotiate a settlement with the PBGC to avoid an involuntary plan
      termination. In connection with such negotiated settlement, GM shall
      endeavor not to grant to the PBGC a security interest in the assets of
      GMAC that has priority over the claims of unsecured creditors of GMAC.

   7. All determinations to be made under this Agreement shall be made in
      accordance with, or with reference to financial statements prepared in
      accordance with, United States generally accepted accounting principles.
      For purposes of this Agreement, the term "lease receivables" shall mean
      "net investment in operating leases" as stated on or reflected in GMAC's
      consolidated financial statements.

   8. During the term of this Agreement, GMAC shall continue to make inventory
      and capital financing generally available to dealers of vehicles
      manufactured or sold by GM or its Automotive Affiliates and shall continue
      to make retail and lease financing generally available to such dealers'
      customers to substantially the same extent that GMAC has historically made
      such services available, so long as providing such services to such an
      extent would not result in a breach of any of the foregoing provisions.
      Nothing herein precludes GMAC from providing or continuing to provide
      financial services to automotive manufacturers other than GM or from
      providing or continuing to provide mortgage, insurance or other
      non-automotive financial services in the ordinary course of business.

   9. This Agreement shall be construed and interpreted in accordance with, and
      governed by, the internal laws of the State of New York, excluding any
      choice of law rules that may direct the application of the laws of another


   10. This Agreement shall terminate on the Termination Date, which shall
      initially be October 22, 2006. On October 22, 2002, and on each October 22
      thereafter during the term of this Agreement, the Termination Date shall
      be extended automatically for an additional one-year period (ending on the
      October 22 next following the then-current Termination Date) unless either
      party shall have given the other party written notice during the period
      beginning on July 1 and ending on October 1 immediately preceding such
      October 22, specifying its election not to extend the Termination Date
      beyond the then-current Termination Date and that the term of this
      Agreement shall, therefore, expire on such then-current Termination Date.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.


By: /s/ ERIC A. FELDSTEIN                 By: /s/  WILLIAM F. MUIR
-------------------------                 ------------------------
Eric A. Feldstein                         William F. Muir
Its: Vice President Finance and           Its:  Executive Vice President and
     Treasurer                                  Chief Financial Officer