[Congressional Bills 110th Congress]
[From the U.S. Government Publishing Office]
[H.R. 7321 Engrossed in House (EH)]

  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
110th CONGRESS
  2d Session
                                H. R. 7321

_______________________________________________________________________

                                 AN ACT


 
To authorize financial assistance to eligible automobile manufacturers, 
                        and for other purposes.

    Be it enacted by the Senate and House of Representatives of the 
United States of America in Congress assembled,

SECTION 1. SHORT TITLE; TABLE OF CONTENTS.

    (a) Short Title.--This Act may be cited as the ``Auto Industry 
Financing and Restructuring Act''.
    (b) Table of Contents.--The table of contents for this Act is as 
follows:

Sec. 1. Short title; table of contents.
Sec. 2. Findings and purposes.
Sec. 3. Presidential designation.
Sec. 4. Bridge financing.
Sec. 5. Restructuring progress assessment.
Sec. 6. Submission of plans.
Sec. 7. Financing for restructuring.
Sec. 8. Disapproval and call of loan.
Sec. 9. Allocation.
Sec. 10. Funding.
Sec. 11. Terms and conditions.
Sec. 12. Taxpayer protection.
Sec. 13. Oversight and audits.
Sec. 14. Automobile manufacturers' study on potential manufacturing of 
                            transit vehicles.
Sec. 15. Reporting and monitoring.
Sec. 16. Report to Congress on lack of progress toward achieving an 
                            acceptable negotiated plan.
Sec. 17. Submission of plan to Congress by the President's designee.
Sec. 18. Guarantee of leases of qualified transportation property.
Sec. 19. Coordination with other laws.
Sec. 20. Treatment of restructuring for purposes of applying 
                            limitations on net operating loss 
                            carryforwards and certain built-in losses.
Sec. 21. Emergency designation.

SEC. 2. FINDINGS AND PURPOSES.

    (a) Findings.--The Congress finds the following:
            (1) A combination of factors, including errors in the 
        business model of domestic automobile manufacturers, and 
        emergency economic circumstances, has prevented the domestic 
        automobile industry from securing credit from other sources, 
        and has led to the possibility of the failure of the domestic 
        automobile industry, which failure would have a systemic 
        adverse effect on the economy.
            (2) Therefore, action in the form of financial aid to the 
        domestic automobile industry is necessary to stabilize the 
        economy.
    (b) Purposes.--The purposes of this Act are--
            (1) to immediately provide authority and facilities to 
        restore liquidity and stability to the domestic automobile 
        industry in the United States; and
            (2) to ensure that such authority and such facilities are 
        used in a manner that--
                    (A) results in a viable and competitive domestic 
                automobile industry that minimizes adverse effects on 
                the environment;
                    (B) enhances the ability and the capacity of the 
                domestic automobile industry to pursue the timely and 
                aggressive production of energy-efficient advanced 
                technology vehicles;
                    (C) preserves and promotes the jobs of American 
                workers employed directly by the domestic automobile 
                industry and in related industries;
                    (D) safeguards the ability of the domestic 
                automobile industry to provide retirement and health 
                care benefits for the industry's retirees and their 
                dependents; and
                    (E) stimulates manufacturing and sales of 
                automobiles produced by automobile manufacturers in the 
                United States.

SEC. 3. PRESIDENTIAL DESIGNATION.

    (a) Designation.--The President shall designate 1 or more officers 
from the Executive Branch having appropriate expertise in such areas as 
economic stabilization, financial aid to commerce and industry, 
financial restructuring, energy efficiency, and environmental 
protection (who shall hereinafter in this Act be collectively referred 
to as the ``President's designee'') to carry out the purposes of this 
Act, including the facilitation of restructuring necessary to achieve 
the long-term financial viability of domestic automobile manufacturers, 
who shall serve at the pleasure of the President.
    (b) Additional Persons.--The President or the President's designee 
may also employ, appoint, or contract with additional persons having 
such expertise as the President or the President's designee believes 
will assist the Government in carrying out the purposes of this Act.
    (c) Participation by Other Agency Personnel.--Other Federal 
agencies may provide, at the request of the President's designee, staff 
on detail from such agencies for purposes of carrying out this Act.

SEC. 4. BRIDGE FINANCING.

    (a) In General.--The President's designee shall authorize and 
direct the disbursement of bridge loans or enter into commitments for 
lines of credit to each automobile manufacturer that submitted a plan 
to the Congress on December 2, 2008 (hereafter in this Act referred to 
as an ``eligible automobile manufacturer''), and has submitted a 
request for such loan or commitment.
    (b) Availability of Funds.--All funds that are available pursuant 
to section 10 to provide bridge financing or commitments for lines of 
credit to eligible automobile manufacturers, after taking into account 
the reservation of funds under section 10(a)(2), shall be used for the 
purposes described in section 10(a). No new funds shall be available to 
any eligible automobile manufacturer for the purposes of this section 
after the date on which the President's designee has approved 
restructuring plan under section 6 for such eligible automobile 
manufacturer.
    (c) Amount of Assistance.--The President's designee shall authorize 
bridge loans or commitments for lines of credit to each eligible 
automobile manufacturer in an amount that is intended to facilitate the 
continued operations of the eligible automobile manufacturer and to 
prevent the failure of the eligible automobile manufacturer, consistent 
with the plan submitted on December 2, 2008, and subject to available 
funds.
    (d) Allocation.--The President's designee shall authorize the 
disbursements or commitments under this section in accordance with the 
allocation priorities set forth in subsections (a) and (b) of section 
9.

SEC. 5. RESTRUCTURING PROGRESS ASSESSMENT.

    (a) Establishment of Measures for Assessing Progress.--Not later 
than January 1, 2009, the President's designee shall determine 
appropriate measures for assessing the progress of each eligible 
automobile manufacturer toward transforming the plan submitted by such 
manufacturer to the Congress on December 2, 2008, into the 
restructuring plan to be submitted under section 6(b).
    (b) Evaluation of Progress on Basis of Restructuring Progress 
Assessment Measures.--
            (1) In general.--The President's designee shall evaluate 
        the progress of each eligible automobile manufacturer toward 
        the development of a restructuring plan, on the basis of the 
        restructuring progress assessment measures established under 
        this section for such manufacturer.
            (2) Timing.--Each evaluation required under paragraph (1) 
        for any eligible automobile manufacturer shall be conducted at 
        the end of the 45-day period beginning on the date on which the 
        restructuring progress assessment measures were established by 
        the President's designee for such eligible automobile 
        manufacturer.

SEC. 6. SUBMISSION OF PLANS.

    (a) Negotiated Plans.--
            (1) Facilitation.--
                    (A) In general.--Beginning on the date of the 
                enactment of this Act, the President's designee shall 
                seek to facilitate agreement on any restructuring plan 
                to achieve and sustain the long-term viability, 
                international competitiveness, and energy efficiency of 
                an eligible automobile manufacturer, negotiated and 
                agreed to by representatives of interested parties (in 
                this Act referred to as a ``negotiated plan'') with 
                respect to any eligible automobile manufacturer.
                    (B) Interested parties.--For purposes of this 
                section, the term ``interested party'' shall be 
                construed broadly so as to include all persons who have 
                a direct financial interest in a particular automobile 
                manufacturer, including--
                            (i) employees and retirees of the eligible 
                        automobile manufacturer;
                            (ii) trade unions;
                            (iii) creditors;
                            (iv) suppliers;
                            (v) automobile dealers; and
                            (vi) shareholders.
            (2) Actions of the president's designee.--
                    (A) In general.--For the purpose of achieving a 
                negotiated plan, the President's designee may convene, 
                chair, and conduct formal and informal meetings, 
                discussions, and consultations, as appropriate, with 
                interested parties of an eligible automobile 
                manufacturer.
                    (B) Clarification.--The Federal Advisory Committee 
                Act shall not apply with respect to any of the 
                activities conducted or taken by the President's 
                designee pursuant to this Act.
    (b) Restructuring Plan.--Not later than March 31, 2009, each 
eligible automobile manufacturer shall submit to the President's 
designee a restructuring plan to achieve and sustain the long-term 
viability, international competitiveness, and energy efficiency of the 
eligible automobile manufacturer (in this Act referred to as the 
``restructuring plan'') in accordance with this section. The 
President's designee shall approve the restructuring plan if the 
President's designee determines that the plan will result in--
            (1) the repayment of all Government-provided financing, 
        consistent with the terms specified in section 11, or otherwise 
        agreed to;
            (2) the ability--
                    (A) to comply with applicable fuel efficiency and 
                emissions requirements;
                    (B) to commence domestic manufacturing of advanced 
                technology vehicles, as described in section 136 of the 
                Energy Independence and Security Act of 2007 (Public 
                Law 110-140; 42 U.S.C. 17013); and
                    (C) to produce new and existing products and 
                capacity, as described in section 14;
            (3) the achievement of a positive net present value, using 
        reasonable assumptions and taking into account all existing and 
        projected future costs, including repayment of any financial 
        assistance provided pursuant to this Act;
            (4) efforts to rationalize costs, capitalization, and 
        capacity with respect to the manufacturing workforce, 
        suppliers, and dealerships of the eligible automobile 
        manufacturer;
            (5) proposals to restructure existing debt, including, 
        where appropriate, the conversion of debt to equity, to improve 
        the ability of the eligible automobile manufacturer to raise 
        private capital; and
            (6) a product mix and cost structure that is competitive in 
        the United States marketplace.
    (c) Extension of Negotiations and Plan Deadline.--Notwithstanding 
the time limitations in subsection (b), the President's designee, upon 
making a determination that the interested parties are negotiating in 
good faith, are making significant progress, and that an additional 
period of time would likely facilitate agreement on a negotiated plan, 
and upon notification of the Congress, may extend for not longer than 
30 additional days the negotiation period under subsection (b).

SEC. 7. FINANCING FOR RESTRUCTURING.

    Upon approval by the President's designee of a restructuring plan, 
the President's designee may provide financial assistance to an 
eligible automobile manufacturer to implement the restructuring plan.

SEC. 8. DISAPPROVAL AND CALL OF LOAN.

    If the President's designee has not approved the restructuring plan 
at the expiration of the period provided in section 6 for submission 
and approval of the restructuring plan, the President's designee shall 
call the loan or cancel the commitment within 30 days, unless a 
restructuring plan is approved within that period.

SEC. 9. ALLOCATION.

    (a) Prioritizing Allocation.--The President's designee shall 
prioritize allocation of the provision of financial assistance under 
this Act to any eligible automobile manufacturer, based on--
            (1) the necessity of the financial assistance for the 
        continued operation of the eligible automobile manufacturer;
            (2) the potential impact of the failure of the eligible 
        automobile manufacturer on the United States economy; and
            (3) the ability to utilize the financial assistance 
        optimally to satisfy the operational and long-term 
        restructuring requirements of the eligible automobile 
        manufacturer.
    (b) Order of Priority; Section 4.--For purposes of allocating 
bridge loans or commitments pursuant to section 4, the President's 
designee shall prioritize the considerations set forth in subsection 
(a) in the following order: paragraph (1), paragraph (2), and paragraph 
(3).
    (c) Order of Priority; Section 7.--For purposes of allocating 
financial assistance for restructuring pursuant to section 7, the 
President's designee shall prioritize the considerations set forth in 
subsection (a) in the following order: paragraph (3), paragraph (2), 
and paragraph (1).

SEC. 10. FUNDING.

    (a) Financial Assistance.--
            (1) In general.--Such sums are appropriated as are 
        necessary for the purpose of providing funds to support up to 
        $14,000,000,000 in loans under this Act. The Secretary of 
        Energy shall make available to the President's designee 
        $7,010,000,000 of funds made available under section 129 of 
        division A of the Consolidated Security, Disaster Assistance, 
        and Continuing Appropriations Act, 2009, relating to funding 
        for the manufacture of advanced technology vehicles, which 
        shall reduce the appropriation under this paragraph.
            (2) Reservation for certain purposes.--The Secretary of 
        Energy shall reserve $500,000,000 of the amounts made available 
        under paragraph (1) for purposes of section 136 of the Energy 
        Independence and Security Act of 2007 (Public Law 110-140; 42 
        U.S.C. 17013).
            (3) Continuing application process.--No provision of this 
        section shall be construed as prohibiting or limiting the 
        Secretary of Energy from processing applications for loans 
        under section 136 of the Energy Independence and Security Act 
        of 2007.
    (b) Authorization.--There are authorized to be appropriated to the 
Secretary of Energy, sums as may be necessary for the purpose of 
replenishing the funds made available to the President's designee under 
subsection (a)(1).

SEC. 11. TERMS AND CONDITIONS.

    (a) Duration.--The duration of any loan made under this Act shall 
be 7 years, or such longer period as the President's designee may 
determine with respect to such loan.
    (b) Rate of Interest; Timing of Payments.--
            (1) Rate of interest.--The annual rate of interest for a 
        loan under this Act shall be--
                    (A) 5 percent during the 5-year period beginning on 
                the date on which the President's designee disburses 
                the loan; and
                    (B) 9 percent after the end of the period described 
                in subparagraph (A).
            (2) Timing of payments.--Payments of interest on loans 
        under this Act shall be made semiannually.
    (c) No Prepayment Penalty.--A loan made under this Act shall be 
prepayable without penalty at any time.
    (d) Information Access.--As a condition for the receipt of any 
financial assistance made under this Act, an eligible automobile 
manufacturer shall agree--
            (1) to allow the President's designee to examine any books, 
        papers, records, or other data of the eligible automobile 
        manufacturer, and those of any subsidiary, affiliate, or entity 
        holding an ownership interest of 50 percent or more of such 
        automobile manufacturer, that may be relevant to the financial 
        assistance, including compliance with the terms of a loan or 
        any conditions imposed under this Act; and
            (2) to provide in a timely manner any information requested 
        by the President's designee, including requiring any officer or 
        employee of the eligible automobile manufacturer, any 
        subsidiary, affiliate, or entity referred to in paragraph (1) 
        with respect to such manufacturer, or any person having 
        possession, custody, or care of the reports and records 
        required under paragraph (1), to appear before the President's 
        designee at a time and place requested and to provide such 
        books, papers, records, or other data, as requested, as may be 
        relevant or material.
    (e) Oversight of Transactions and Financial Condition.--
            (1) Duty to inform.--During the period in which any loan 
        extended under this Act remains outstanding, the eligible 
        automobile manufacturer which received such loan shall promptly 
        inform the President's designee of--
                    (A) any asset sale, investment, contract, 
                commitment, or other transaction proposed to be entered 
                into by such eligible automobile manufacturer that has 
                a value in excess of $100,000,000; and
                    (B) any other material change in the financial 
                condition of such eligible automobile manufacturer.
            (2) Authority of the president's designee.--During the 
        period in which any loan extended under this Act remains 
        outstanding, the President's designee may--
                    (A) review any asset sale, investment, contract, 
                commitment, or other transaction described in paragraph 
                (1); and
                    (B) prohibit the eligible automobile manufacturer 
                which received the loan from consummating any such 
                proposed sale, investment, contract, commitment, or 
                other transaction, if the President's designee 
                determines that consummation of such transaction would 
                be inconsistent with or detrimental to the long-term 
                viability of the eligible automobile manufacturer.
            (3) Procedures.--The President's designee may establish 
        procedures for conducting any review under this subsection.
    (f) Consequences for Failure To Comply.--The terms of any financial 
assistance made under this Act shall provide that if--
            (1) an evaluation by the President's designee under section 
        5(b) demonstrates that the eligible automobile manufacturer 
        which received the financial assistance has failed to make 
        adequate progress towards meeting the restructuring progress 
        assessment measures established by the President's designee 
        under section 5(a) with respect to such recipient;
            (2) after March 31, 2009, the eligible automobile 
        manufacturer which received the financial assistance fails to 
        submit an acceptable restructuring plan under section 6(b), or 
        fails to comply with any conditions or requirement applicable 
        under this Act or applicable fuel efficiency and emissions 
        requirements; or
            (3) after a restructuring plan of an eligible automobile 
        manufacturer has been approved by the President's designee, the 
        auto manufacturer fails to make adequate progress in the 
        implementation of the plan, as determined by the President's 
        designee,
the repayment of any loan may be accelerated to such earlier date or 
dates as the President's designee may determine and any other financial 
assistance may be cancelled by the President's designee.

SEC. 12. TAXPAYER PROTECTION.

    (a) Warrants.--
            (1) In general.--The President's designee may not provide 
        any loan under this Act, unless the President's designee, or 
        such department or agency as is designated for such purpose by 
        the President, receives from the eligible automobile 
        manufacturer--
                    (A) in the case of an eligible automobile 
                manufacturer, the securities of which are traded on a 
                national securities exchange, a warrant giving the 
                right to the President's designee to receive nonvoting 
                common stock or preferred stock in such eligible 
                automobile manufacturer, or voting stock, with respect 
                to which the President's designee agrees not to 
                exercise voting power, as the President's designee 
                determines appropriate; or
                    (B) in the case of an eligible automobile 
                manufacturer other than one described in subparagraph 
                (A), a warrant for common or preferred stock, or an 
                instrument that is the economic equivalent of such a 
                warrant in the holding company of the eligible 
                automobile manufacturer, or any company that controls a 
                majority stake in the eligible automobile manufacturer, 
                as determined by the President's designee.
            (2) Amount.--
                    (A) In general.--The warrants or instruments 
                described in paragraph (1) shall have a value equal to 
                20 percent of the aggregate amount of all loans 
                provided to the eligible automobile manufacturer under 
                this Act. Such warrants or instruments shall entitle 
                the Government to purchase--
                            (i) nonvoting common stock, up to a maximum 
                        amount of 20 percent of the issued and 
                        outstanding common stock of --
                                    (I) the eligible automobile 
                                manufacturer; or
                                    (II) in the case of an eligible 
                                automobile manufacturer, the securities 
                                of which are not traded on a national 
                                securities exchange, a holding company 
                                or company that controls a majority of 
                                the stock thereof (in this section 
                                referred to as the ``warrant common''); 
                                and
                            (ii) preferred stock having an aggregate 
                        liquidation preference equal to 20 percent of 
                        such aggregate loan amount, less the value of 
                        common stock available for purchase under the 
                        warrant common (in this section referred to as 
                        the ``warrant preferred'').
                    (B) Common stock warrant price.--The exercise price 
                on a warrant or instrument described in paragraph (1) 
                shall be--
                            (i) the 15-day moving average, as of 
                        December 2, 2008, of the market price of the 
                        common stock of the eligible automobile 
                        manufacturer which received any loan under this 
                        Act; or
                            (ii) in the case of an eligible automobile 
                        manufacturer, the securities of which are not 
                        traded on a national securities exchange, the 
                        economic equivalent of the market price 
                        described in clause (i), as determined by the 
                        President's designee.
                    (C) Terms of preferred stock warrant.--
                            (i) In general.--The initial exercise price 
                        for the preferred stock warrant shall be $0.01 
                        per share or such greater amount as the 
                        corporate charter may require as the par value 
                        per share of the warrant preferred. The 
                        Government shall have the right to immediately 
                        exercise the warrants.
                            (ii) Redemption.--The warrant preferred may 
                        be redeemed at any time after exercise of the 
                        preferred stock warrant at 100 percent of its 
                        issue price, plus any accrued and unpaid 
                        dividends.
                            (iii) Other terms and conditions.--Other 
                        terms and conditions of the warrant preferred 
                        shall be determined by the President's designee 
                        to protect the interests of taxpayers.
            (3) Application of other provisions of law.--Except as 
        otherwise provided in this section, the requirements for the 
        purchase of warrants under section 113(d)(2) of the Emergency 
        Economic Stabilization Act of 2008 (division A of Public Law 
        110-343) shall apply to any warrant or instrument described in 
        paragraph (1), including the antidilution protection provisions 
        therein.
    (b) Executive Compensation and Corporate Governance.--
            (1) In general.--During the period in which any financial 
        assistance under this Act remains outstanding, the eligible 
        automobile manufacturer which received such assistance shall be 
        subject to--
                    (A) the standards established by the President's 
                designee under paragraph (2); and
                    (B) the provisions of section 162(m)(5) of the 
                Internal Revenue Code of 1986, as applicable.
            (2) Standards required.--The President's designee shall 
        require any eligible automobile manufacturer which received any 
        financial assistance under this Act to meet appropriate 
        standards for executive compensation and corporate governance.
            (3) Specific requirements.--The standards established under 
        paragraph (2) shall include--
                    (A) limits on compensation that exclude incentives 
                for senior executive officers of an eligible automobile 
                manufacturer which received assistance under this Act 
                to take unnecessary and excessive risks that threaten 
                the value of such manufacturer during the period that 
                the loan is outstanding;
                    (B) a provision for the recovery by such automobile 
                manufacturer of any bonus or incentive compensation 
                paid to a senior executive officer based on statements 
                of earnings, gains, or other criteria that are later 
                found to be materially inaccurate;
                    (C) a prohibition on such automobile manufacturer 
                making any golden parachute payment to a senior 
                executive officer during the period that the loan is 
                outstanding;
                    (D) a prohibition on such automobile manufacturer 
                paying or accruing any bonus or incentive compensation 
                during the period that the loan is outstanding to the 
                25 most highly-compensated employees; and
                    (E) a prohibition on any compensation plan that 
                would encourage manipulation of such automobile 
                manufacturer's reported earnings to enhance the 
                compensation of any of its employees.
            (4) Divestiture.--During the period in which any financial 
        assistance provided under this Act to any eligible automobile 
        manufacturer is outstanding, the eligible automobile 
        manufacturer may not own or lease any private passenger 
        aircraft, or have any interest in such aircraft, except that 
        such eligible automobile manufacturer shall not be treated as 
        being in violation of this provision with respect to any 
        aircraft or interest in any aircraft that was owned or held by 
        the manufacturer immediately before receiving such assistance, 
        as long as the recipient demonstrates to the satisfaction of 
        the President's designee that all reasonable steps are being 
        taken to sell or divest such aircraft or interest.
            (5) Definitions.--For purposes of this subsection, the 
        following definitions shall apply:
                    (A) Senior executive officer.--The term ``senior 
                executive officer'' means an individual who is 1 of the 
                top 5 most highly paid executives of a public company, 
                whose compensation is required to be disclosed pursuant 
                to the Securities Exchange Act of 1934, and any 
                regulations issued thereunder, and non-public company 
                counterparts.
                    (B) Golden parachute payment.--The term ``golden 
                parachute payment'' means any payment to a senior 
                executive officer for departure from a company for any 
                reason, except for payments for services performed or 
                benefits accrued.
    (c) Prohibition on Payment of Dividends.--Except with respect to 
obligations owed pursuant to law to any nonaffiliated party or any 
existing contract with any nonaffiliated party in effect as of December 
2, 2008, no dividends or distributions of any kind, or the economic 
equivalent thereof (as determined by the President's designee), may be 
paid by any eligible automobile manufacturer which receives financial 
assistance under this Act, or any holding company or company that 
controls a majority stake in the eligible automobile manufacturer, 
while such financial assistance is outstanding.
    (d) Other Interests Subordinated.--
            (1) In general.--In the case of an eligible automobile 
        manufacturer which received a loan under this Act, to the 
        extent permitted by the terms of any obligation, liability, or 
        debt of the eligible automobile manufacturer in effect as of 
        December 2, 2008, any other obligation of such eligible 
        automobile manufacturer shall be subordinate to such loan, and 
        such loan shall be senior and prior to all obligations, 
        liabilities, and debts of the eligible automobile manufacturer, 
        and such eligible automobile manufacturer shall provide to the 
        Government, all available security and collateral against which 
        the loans under this Act shall be secured.
            (2) Applicability in certain cases.--In the case of an 
        eligible automobile manufacturer referred to in paragraph (1), 
        the securities of which are not traded on a national securities 
        exchange, a loan under this Act to the eligible automobile 
        manufacturer shall--
                    (A) be treated as a loan to any holding company of, 
                or company that controls a majority stake in, the 
                eligible automobile manufacturer; and
                    (B) be senior and prior to all obligations, 
                liabilities, and debts of any such holding company or 
                company that controls a majority stake in the eligible 
                automobile manufacturer.
    (e) Additional Taxpayer Protections.--
            (1) Discharge.--A discharge under title 11, United States 
        Code, shall not discharge an eligible automobile manufacturer, 
        or any successor in interest thereto, from any debt for 
        financial assistance received pursuant to this Act.
            (2) Exemption.--Any financial assistance provided to an 
        eligible automobile manufacturer under this Act shall be exempt 
        from the automatic stay established by section 362 of title 11, 
        United States Code.
            (3) Interested parties.--Notwithstanding any provision of 
        title 11, United States Code, any interest in property or 
        equity rights of the United States arising from financial 
        assistance provided to an eligible automobile manufacturer 
        under this Act shall remain unaffected by any plan of 
        reorganization, except as the United States may agree to in 
        writing.

SEC. 13. OVERSIGHT AND AUDITS.

    (a) Comptroller General Oversight.--
            (1) Scope of oversight.--The Comptroller General of the 
        United States shall conduct ongoing oversight of the activities 
        and performance of the President's designee.
            (2) Conduct and administration of oversight.--
                    (A) GAO presence.--The President's designee shall 
                provide to the Comptroller General appropriate space 
                and facilities for purposes of this subsection.
                    (B) Access to records.--To the extent otherwise 
                consistent with law, the Comptroller General shall have 
                access, upon request, to any information, data, 
                schedules, books, accounts, financial records, reports, 
                files, electronic communications, or other papers, 
                things, or property belonging to or in use by the 
                President's designee, at such reasonable time as the 
                Comptroller General may request. The Comptroller 
                General shall be afforded full facilities for verifying 
                transactions with the balances or securities held by 
                depositaries, fiscal agents, and custodians. The 
                Comptroller General may make and retain copies of such 
                books, accounts, and other records as the Comptroller 
                General deems appropriate.
            (3) Reporting.--The Comptroller General shall submit 
        reports of findings under this section to Congress, regularly 
        and not less frequently than once every 60 days. The 
        Comptroller General may also submit special reports under this 
        subsection, as warranted by the findings of its oversight 
        activities.
    (b) Special Inspector General.--It shall be the duty of the Special 
Inspector General established under section 121 of Public Law 110-343 
to conduct, supervise, and coordinate audits and investigations of the 
President's designee in addition to the duties of the Special Inspector 
General under such section and for such purposes. The Special Inspector 
General shall also have the duties, responsibilities, and authorities 
of inspectors general under the Inspector General Act of 1978, 
including section 6 of such Act. In the event that the Office of the 
Special Inspector General is terminated, the Inspector General of the 
Department of the Treasury shall assume the responsibilities of the 
Special Inspector General under this subsection.
    (c) Access to Records of Borrowers by GAO.--Notwithstanding any 
other provision of law, during the period in which any financial 
assistance provided under this Act is outstanding, the Comptroller 
General of the United States shall have access, upon request, to any 
information, data, schedules, books, accounts, financial records, 
reports, files, electronic communications, or other papers, things, or 
property belonging to or in use by the eligible automobile 
manufacturer, and any subsidiary, affiliate, or entity holding an 
ownership interest of 50 percent or more of such eligible automobile 
manufacturer (collectively referred to in this section as ``related 
entities''), and to any officer, director, or other agent or 
representative of the eligible automobile manufacturer and its related 
entities, at such reasonable times as the Comptroller General may 
request. The Comptroller General may make and retain copies of such 
books, accounts, and other records as the Comptroller General deems 
appropriate.

SEC. 14. AUTOMOBILE MANUFACTURERS' STUDY ON POTENTIAL MANUFACTURING OF 
              TRANSIT VEHICLES.

    (a) In General.--Each eligible automobile manufacturer which 
receives financial assistance under this Act shall conduct an analysis 
of potential uses of any excess production capacity (especially those 
of former sport utility vehicle producers) to make vehicles for sale to 
public transit agencies, including--
            (1) the current and projected demand for bus and rail cars 
        by American public transit agencies;
            (2) the potential growth for both sales and supplies to 
        such agencies in the short, medium, and long term;
            (3) a description of existing ``Buy America'' provisions, 
        and data provided by the Federal Transit Administration 
        regarding the use or request of waivers from such provisions; 
        and
            (4) any recommendations as to whether such actions would 
        result in a business line that makes sense for the automobile 
        manufacturer.
    (b) GAO Review and Report.--The Comptroller General of the United 
States shall review the analyses conducted under this section, and 
shall provide reports thereon to the Congress and the President's 
designee.

SEC. 15. REPORTING AND MONITORING.

    (a) Reporting on Consummation of Loans.--The President's designee 
shall submit a report to the Congress on each bridge loan made under 
section 4 not later than 5 days after the date of the consummation of 
such loan.
    (b) Reporting on Restructuring Progress Assessment Measures.--The 
President's designee shall submit a report to the Congress on the 
restructuring progress assessment measures established for each 
manufacturer under section 5(a) not later than 10 days after 
establishing the restructuring progress assessment measures.
    (c) Reporting on Evaluations.--The President's designee shall 
submit a report to the Congress containing the detailed findings and 
conclusions of the President's designee in connection with the 
evaluation of an eligible automobile manufacturer under section 5(b).
    (d) Reporting on Consequences for Failure to Comply.--The 
President's designee shall submit a report to the Congress on the 
exercise of a right under section 11(f) to accelerate indebtedness of 
an eligible automobile manufacturer under this Act or to cancel any 
other financial assistance provided to such eligible automobile 
manufacturer, and the facts and circumstances on which such exercise 
was based, before the end of the 10-day period beginning on the date of 
the exercise of the right.
    (e) Monitoring.--The President's designee shall monitor the use of 
loan funds received by eligible automobile manufacturers under this 
Act, and shall report to Congress once every 90 days (beginning 30 days 
after the date of enactment of this Act) on the progress of the ability 
of the recipient of the loan to continue operations and proceed with 
restructuring processes that restore the financial viability of the 
recipient and promote environmental sustainability.

SEC. 16. REPORT TO CONGRESS ON LACK OF PROGRESS TOWARD ACHIEVING AN 
              ACCEPTABLE NEGOTIATED PLAN.

    (a) Authority To Facilitate a Negotiated Plan.--At any such time as 
the President's designee determines that action is necessary to avoid 
disruption to the economy or to achieve a negotiated plan, the 
President's designee shall submit to Congress a report outlining any 
additional powers and authorities necessary to facilitate the 
completion of a negotiated plan required under section 6.
    (b) Impediments to Achieving Negotiated Plans.--If the President's 
designee determines, on the basis of an evaluation by the President's 
designee of the progress being made by an eligible automobile 
manufacturer toward meeting the restructuring progress assessment 
measures established under section 5, that adequate progress is not 
being made toward achieving a negotiated plan by March 31, 2009, the 
President's designee shall submit to Congress a report detailing the 
impediments to achievement of a negotiated plan by the eligible 
automobile manufacturer.

SEC. 17. SUBMISSION OF PLAN TO CONGRESS BY THE PRESIDENT'S DESIGNEE.

    Upon submission of a report pursuant to section 16(b), the 
President's designee shall provide to Congress a plan that represents 
the judgement of the President's designee as to the steps necessary to 
achieve the long-term viability, international competitiveness, and 
energy efficiency of the eligible automobile manufacturer, consistent 
with the factors set forth in section 6(b), including through a 
negotiated plan, a plan to be implemented by legislation, or a 
reorganization pursuant to chapter 11 of title 11, United States Code.

SEC. 18. GUARANTEE OF LEASES OF QUALIFIED TRANSPORTATION PROPERTY.

    (a) Guarantee.--Upon the request of a lessee of qualified 
transportation property, the President's designee shall serve as a 
guarantor with respect to all obligations of such lessee with respect 
to leases of such qualified transportation property. Such guarantee 
shall be on such terms and conditions as are determined by the 
President's designee, not later than 14 days after the date of 
enactment of this section.
    (b) Recoupment of Payment of Claims.--
            (1) In general.--Any claims under this section in excess of 
        collateral held for the benefit of the President's designee 
        shall be paid from the General Fund of the Treasury out of 
        funds not otherwise appropriated.
            (2) Recoupment fee.--Subsequent to any payment made under 
        paragraph (1), the President's designee shall recoup amounts 
        paid under paragraph (1) by establishing a fee that is 
        sufficient to recoup the amount of the claim payment not later 
        than 3 years after the date of such claim payment from any 
        lessee or guarantor for whom the claim was paid or for whom a 
        guarantee was issued.
    (c) Definitions.--For purposes of this section--
            (1) the term ``qualified transportation property'' means 
        domestic property subject to a lease that was approved by the 
        Federal Transit Administration prior to January 1, 2006; and
            (2) the term ``guarantor'' includes, without limitation, 
        any guarantor, surety, and payment undertaker.

SEC. 19. COORDINATION WITH OTHER LAWS.

    (a) In General.--No provision of this Act may be construed as 
altering, affecting, or superseding--
            (1) the provisions of section 129 of division A of the 
        Consolidated Security, Disaster Assistance, and Continuing 
        Appropriations Act, 2009, relating to funding for the 
        manufacture of advanced technology vehicles;
            (2) any existing authority to provide financial assistance 
        or liquidity for purposes of the day-to-day operations in the 
        ordinary course of business or research and development.
    (b) Limitation.--Except to provide bridge financing or to implement 
a restructuring plan pursuant to this Act, no funds from the United 
States Treasury may be used for the purpose of assisting an eligible 
automobile manufacturer to achieve financial viability or otherwise to 
avoid bankruptcy.
    (c) Authorization of Fiscal Year 2009 Cost of Living Salary 
Adjustment for Justices and Judges.--Pursuant to section 140 of Public 
Law 97-92, justices and judges of the United States are authorized 
during fiscal year 2009 to receive a salary adjustment in accordance 
with section 461 of title 28, United States Code.
    (d) Antitrust Provisions.--
            (1) In general.--Subject to paragraphs (2) and (4), the 
        antitrust laws shall not apply to meetings, discussions, or 
        consultations among an eligible automobile manufacturer and its 
        interested parties for the purpose of achieving a negotiated 
        plan pursuant to section (6)(a)(2).
            (2) Exclusions.--Paragraph (1) shall not apply with respect 
        to price-fixing, allocating a market between competitors, 
        monopolizing (or attempting to monopolize) a market, or 
        boycotting.
            (3) Antitrust agency participation.--The Attorney General 
        of the United States and the Federal Trade Commission shall, to 
        the extent practicable, receive reasonable advance notice of, 
        and be permitted to participate in, each meeting, discussion, 
        or consultation described in paragraph (1).
            (4) Preservation of enforcement authority.--Paragraph (1) 
        shall not be construed to preclude the Attorney General of the 
        United States or the Federal Trade Commission from bringing an 
        enforcement action under the antitrust laws for injunctive 
        relief.
            (5) Sunset.--Paragraph (1) shall apply only with respect to 
        meetings, discussions, or consultations that occur within the 
        3-year period beginning on the date of the enactment of this 
        Act.
            (6) Definition.--For purposes of this subsection, the term 
        ``antitrust laws''--
                    (A) has the same meaning as in subsection (a) of 
                the first section of the Clayton Act (15 U.S.C. 12(a)), 
                except that such term includes section 5 of the Federal 
                Trade Commission Act (15 U.S.C. 45), to the extent that 
                such section 5 applies to unfair methods of 
                competition; and
                    (B) includes any provision of State law that is 
                similar to the laws referred to in subparagraph (A).

SEC. 20. TREATMENT OF RESTRUCTURING FOR PURPOSES OF APPLYING 
              LIMITATIONS ON NET OPERATING LOSS CARRYFORWARDS AND 
              CERTAIN BUILT-IN LOSSES.

    Section 382 of the Internal Revenue Code of 1986 shall not apply in 
the case of an ownership change resulting from this Act or pursuant to 
a restructuring plan approved under this Act.

SEC. 21. EMERGENCY DESIGNATION.

    Amounts provided by this Act are designated as an emergency 
requirement and necessary to meet emergency needs pursuant to section 
204(a) of S. Con. Res. 21 (110th Congress), the concurrent resolution 
on the budget for fiscal year 2008.

SEC. __. NEW LENDING THAT IS ATTRIBUTABLE TO TARP INVESTMENTS AND 
              ASSISTANCE.

    Section 7(a) of the Federal Deposit Insurance Act ( U.S.C. 1817(a)) 
is amended by adding at the end the following new paragraph:
            ``(12) Lending increases attributable to investment or 
        other assistance under the troubled assets relief program.--
                    ``(A) In general.--Each report of condition filed 
                pursuant to this subsection by an insured depository 
                institution which received an investment or other 
                assistance under the Troubled Assets Relief Program 
                established by the Emergency Economic Stabilization Act 
                of 2008 or section 136(d) of the Energy Independence 
                and Security Act of 2007 shall report the amount of any 
                increase in new lending in the period covered by such 
                report (or the amount of any reduction in any decrease 
                in new lending) that is attributable to such investment 
                or assistance, to the extent possible.
                    ``(B) Alternative measure.--If an insured 
                depository institution that is subject to subparagraph 
                (A) cannot accurately quantify the effect that an 
                investment or other assistance under such Troubled 
                Assets Relief Program has had on new lending by the 
                institution, the insured depository institution shall 
                report the total amount of the increase in new lending, 
                if any, in the period covered by such report.''.

            Passed the House of Representatives December 10, 2008.

            Attest:

                                                                 Clerk.
110th CONGRESS

  2d Session

                               H. R. 7321

_______________________________________________________________________

                                 AN ACT

To authorize financial assistance to eligible automobile manufacturers, 
                        and for other purposes.