Short title

This Act may be cited as the

Auto Industry Emergency Bridge Loan Act

Definitions

In this Act: (1)

Automobile manufacturer or component supplier

The term automobile manufacturer or component supplier means an automobile manufacturer or component supplier or any successor thereto. (2)

Golden parachute payment

The term golden parachute payment means any payment to a senior executive officer for departure from a company for any reason. (3)

Financial viability

The term financial viability means, using generally acceptable accounting principles, that there is a reasonable prospect that the applicant will be able to make payments of principal and interest on the loan as and when such payments become due under the terms of the loan documents, and that the applicant has a net present value that is positive. (4)

Secretary

The term Secretary means the Secretary of Commerce. (5)

Senior executive officer

The term senior executive officer means an individual who is one of the top five 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 nonpublic company counterparts.

Auto industry emergency bridge loan program

On or before March 31, 2009, the Secretary shall make loans from funds provided under this section to automobile manufacturers or component suppliers that have— (1)operations in the United States, the failure of which would have a systemic adverse effect on the overall United States economy or a significant loss of United States jobs, as determined by the Secretary; (2)operated a manufacturing facility for the purposes of producing automobiles or automobile components in the United States throughout the 20-year period ending on the date of the enactment of this Act; and (3)submitted a complete application for a loan under this section pursuant to section 4(a), which has been determined eligible under section 4(b).

Plan to ensure financial viability of borrower

(a)

In general

At the time of application for a loan under this Act, an automobile manufacturer or component supplier shall submit to the Secretary a detailed plan that describes how the requested Government funds— (1)would be utilized to ensure the financial viability of the manufacturer or supplier; (2)would stimulate automobile production in the United States; and (3)would improve the capacity of the manufacturer or supplier to pursue the timely and aggressive production of energy-efficient advanced technology vehicles. (b)

Plan contents

A plan submitted under this section shall detail cost control measures and performance goals and milestones.

Applications, eligibility and disbursements

(a)

Applications

On and after the date that is 3 days after the date of the enactment of this Act, the Secretary shall accept applications for loans under this Act. (b)

Determination of eligibility

Not later than 15 days after the date on which the Secretary receives a complete application for a loan under subsection (a), the Secretary shall, after consultation with other Executive Branch officials, determine whether— (1)the applicant meets the requirements described in sections 3 and 4; (2)the disbursement of funds and the successful implementation of the required plan would ensure the financial viability of the applicant; and (3)the applicant is therefore eligible to receive a loan under this Act. (c)

Disbursement

The Secretary shall begin disbursement of the proceeds of a loan under this Act to an eligible applicant not later than 7 days after the date on which the Secretary receives a disbursal request from the applicant. (d)

Warrants and debt instruments

The Secretary may not make a loan under this Act unless the Secretary receives from the automobile manufacturer or component supplier a warrant or senior debt instrument from the manufacturer made in accordance with the requirements for a warrant or senior debt instrument by a financial institution under section 113(d) of the Emergency Economic Stabilization Act of 2008 (division A of Public Law 110–343).

Replenishment of advanced technology vehicle manufacturing incentive program

(a)

Equity sales

(1)

Sales authorized

The Secretary may sell, exercise, or surrender any equity instrument received under this Act. (2)

Turnaround profits to restore advanced vehicles manufacturing incentive program

Proceeds received from a sale, exercise, or surrender under paragraph (1) may be credited to the appropriate Government financing account made available to fulfill the advanced technology vehicle manufacturing incentive purpose under section 136 of the Energy Independence and Security Act of 2007 (Public Law 110–140; 42 U.S.C. 17013) until the amount loaned under this Act has been repaid. (3)

Reduction of public debt

Proceeds received from a sale, exercise, or surrender under paragraph (1) that takes place after the amount loaned under this Act has been repaid in accordance with paragraph (2) may be used to reduce the public debt. (b)

Repaid loan funds

(1)

In general

Loan amounts repaid under this Act may be credited to the appropriate Government financing account made available to fulfill the advanced technology vehicle manufacturing incentive purpose of section 136 of the Energy Independence and Security Act of 2007 until the amount loaned under this Act is repaid. (2)

Reduction of public debt

Loan amounts repaid under this Act after the amount loaned under this Act has been repaid may be used to reduce the public debt.

Limits on executive compensation

(a)

Standards required

The Secretary shall require any recipient of a loan under this Act to meet appropriate standards for executive compensation and corporate governance. (b)

Specific requirements

The standards established under subsection (a) shall include the following: (1)Limits on compensation that exclude incentives for senior executive officers of a recipient of a loan under this Act to take unnecessary and excessive risks that threaten the value of such recipient during the period that the loan is outstanding. (2)A provision for the recovery by such recipient 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. (3)A prohibition on such recipient making any golden parachute payment to a senior executive officer during the period that the loan under this Act is outstanding. (4)A prohibition on such recipient paying or accruing any bonus or incentive compensation during the period that the loan under this Act is outstanding to any executive whose annual base compensation exceeds $250,000 (which amount shall be adjusted by the Secretary for inflation). (5)A prohibition on any compensation plan that could encourage manipulation of the reported earnings of the recipient to enhance compensation of any of its employees.

Prohibition on the use of loan proceeds for lobbying activities

(a)

In general

A recipient of a loan under this Act may not use such funds for any lobbying expenditures or political contributions. (b)

Definitions

In this section: (1)

Lobbying expenditures

The term lobbying expenditures has the meaning given the term in section 4911(c)(1) of the Internal Revenue Code of 1986. (2)

Political contributions

The term political contribution means any contribution on behalf of a political candidate or to a separate segregated fund described in section 316(b)(2)(C) of the Federal Election Campaign Act of 1971 (2 U.S.C. 441b(b)(2)(C)).

Prohibition on payment of dividends

No common stock dividends may be paid by any recipient of a loan under this Act for the duration of the loan.

10.

Auto industry emergency bridge loan oversight board

(a)

Establishment

There is established the Auto Industry Emergency Bridge Loan Oversight Board (in this section referred to as the Board), which shall be responsible for reviewing and providing advice concerning the exercise of authority under this Act, including— (1)the progress of the applicant in meeting the performance goals and milestones under its financial viability plan required under section 4; (2)recommending changes, as necessary and appropriate, to the Secretary in meeting the goals and milestones under the financial viability plan, and senior management and board of directors to the automobile manufacturers and component suppliers assisted under this Act; and (3)reporting any suspected fraud, misrepresentation, or malfeasance to the Inspector General of the Department of Commerce or the Attorney General of the United States, consistent with section 535(b) of title 28, United States Code. (b)

Membership

The Board shall be comprised of— (1)the Secretary of Commerce; (2)the Secretary of Energy; (3)the Secretary of Transportation; (4)the Secretary of the Treasury; (5)the Secretary of Labor; and (6)the Administrator of the Environmental Protection Agency. (c)

Chairperson

The chairperson of the Board shall be the Secretary of Commerce. (d)

Meetings

The Board shall meet— (1)not later than 14 days after the first disbursement of funds provided under this Act; and (2)not less frequently than monthly thereafter. (e)

Reports

The Board shall report to the appropriate committees of Congress, not less frequently than quarterly, on the matters described under this section. (f)

Oversight of transactions and financial condition

(1)

Duty to inform

During the period in which any loan extended under this Act remains outstanding, the recipient of such loan shall promptly inform the Secretary and the Board of— (A)any asset sale, investment, or commitment for any asset sale or investment proposed to be entered into by such recipient that has a value in excess of $25,000,000; and (B)any other material change in the financial condition of such recipient. (2)

Authority of the secretary

During the period in which any loan extended under this Act remains outstanding, the Secretary, in consultation with the Board, may— (A)promptly review any asset sale or investment described in paragraph (1) or any commitment for such asset sale or investment; and (B)direct the recipient of the loan that it should not consummate such proposed sale or investment or commitment for such sale or investment. (3)

Regulations

The Board may establish, by regulation, procedures for conducting any review under this subsection. (g)

Termination

The Board, and its authority under this section, shall terminate not later than 6 months after the date on which the last loan amounts under this section are repaid.

11.

Prioritization of loan allocations

In allocating loan amounts under this Act, the Secretary shall consider the magnitude of the impact of the manufacturing operations of the applicant in the United States on the overall economy of the United States and other segments of the automobile industry, including the impact on levels of employment, domestic manufacturing of automobiles and automobile components, and automobile dealerships.

12.

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 Secretary disburses the loan; and (b)9 percent after the end of the period described in paragraph (1).

13.

No prepayment penalty

A loan made under this Act shall be prepayable without penalty at any time.

14.

Discharge

A discharge under title 11, United States Code, shall not discharge the borrower from any debt for funds authorized to be disbursed under this Act.

15.

Fees

(a)

In general

The Secretary may charge and collect fees for disbursements under this Act in amounts that the Secretary determines are sufficient to cover applicable administrative expenses. (b)

Availability

Fees collected under this section— (1)shall be deposited by the Secretary into the Treasury of the United States; (2)shall be used by the Secretary to pay administrative expenses of making awards and loans under this Act; and (3)shall remain available until expended, without further appropriation.

16.

Judicial review and related matters

(a)

Standards

Actions by the Secretary pursuant to the authority of this Act shall be subject to chapter 7 of title 5, United States Code, including that such final actions shall be held unlawful and set aside if found to be arbitrary, capricious, an abuse of discretion, or not in accordance with law. (b)

Limitations on equitable relief

(1)

Injunction

No injunction or other form of equitable relief shall be issued against the Secretary for actions pursuant to this Act, other than to remedy a violation of the Constitution. (2)

Temporary restraining order

Any request for a temporary restraining order against the Secretary for actions pursuant to this Act shall be considered and granted or denied by the court within 3 days of the date of the request. (3)

Preliminary injunction

Any request for a preliminary injunction against the Secretary for actions pursuant to this Act shall be considered and granted or denied by the court on an expedited basis consistent with the provisions of rule 65(b)(3) of the Federal Rules of Civil Procedure, or any successor to such rule. (4)

Permanent injunction

Any request for a permanent injunction against the Secretary for actions pursuant to this Act shall be considered and granted or denied by the court on an expedited basis. Whenever possible, the court shall consolidate trial on the merits with any hearing on a request for a preliminary injunction, consistent with the provisions of rule 65(a)(2) of the Federal Rules of Civil Procedure, or any successor to such rule. (5)

Limitation on actions by participating companies

No action or claims may be brought against the Secretary by any person that divests its assets with respect to its participation in a program under this Act, except as provided in paragraph (1), other than as expressly provided in a written contract with the Secretary. (6)

Stays

Any injunction or other form of equitable relief issued against the Secretary for actions pursuant to this Act shall be automatically stayed. The stay shall be lifted, unless the Secretary seeks a stay from a higher court within 3 calendar days after the date on which the relief is issued. (c)

Savings clause

Any exercise of the authority of the Secretary pursuant to this section shall not impair the claims or defenses that would otherwise apply with respect to persons other than the Secretary.

17.

Funding

(a)

In general

The $7,500,000,000 appropriated for fiscal year 2009 for direct loans under section 129 of the Consolidated Security, Disaster Assistance, and Continuing Appropriations Act, 2009 (division A of Public Law 110–329) is rescinded. (b)

Appropriations

There is appropriated to the Secretary of Commerce $7,500,000,000 to the Department of Commerce—Emergency Bridge Loan Program Account for the cost of direct loans authorized under this Act, which shall remain available until expended. Commitments for direct loans using such amount shall not exceed $25,000,000,000 in total loan principal. The cost of such direct loans, including the cost of modifying such loans, shall be calculated in accordance with section 502 of the Congressional Budget Act of 1974 (2 U.S.C. 661a). (c)

Transfers for direct loans

Following the receipt of a notice from the Secretary of Energy certifying the approval of a loan under the program authorized under section 136 of the Energy Independence and Security Act of 2007 (Public Law 110–140; 42 U.S.C. 17013), the Secretary may transfer amounts made available under this Act to the Secretary of Energy, in an amount sufficient for the cost of the direct loans if such transfer would not cause the Secretary to exceed the total appropriation and total commitment level authorized under subsection (b). Any amounts so transferred shall be available to the Secretary of Energy without fiscal year limitation and subject to the terms and conditions described in section 129 of the Consolidated Security, Disaster Assistance, and Continuing Appropriations Act, 2009. (d)

Use of remaining amounts

Amounts appropriated under subsection (b) which remain available after March 31, 2009, shall be transferred to the Secretary of Energy and shall be used to carry out section 136 of the Energy Independence and Security Act of 2007, subject to the terms and conditions described in section 129 of the Consolidated Security, Disaster Assistance, and Continuing Appropriations Act, 2009.

18.

Coordination with other laws regarding promotion of advanced technology vehicle manufacturing

Nothing in the Act may be construed as altering, affecting, or superseding the provisions of section 136 of the Energy Independence and Security Act of 2007, relating to the technology requirements for energy efficient vehicles.