[Congressional Record Volume 154, Number 186 (Thursday, December 11, 2008)]
[Senate]
[Pages S10951-S10957]
From the Congressional Record Online through the Government Publishing Office [www.gpo.gov]




                           TEXT OF AMENDMENTS

  SA 5699. Mr. SESSIONS submitted an amendment which was ordered to lie 
on the table; as follows:

       At the end of the bill, add the following:

     SEC. 22. REQUIREMENT FOR USE OF EMPLOYMENT ELIGIBILITY 
                   VERIFICATION.

       (a) In General.--Each employer, contractor, interested 
     party, or other entity that hires any individual for 
     employment in the United States and receives any type of 
     Federal financial assistance under section 4 of this Act or 
     under section 101(a) of the Emergency Economic Stabilization 
     Act of 2008 (Public Law 110-343), shall participate in the 
     basic pilot program described in section 403(a) of the 
     Illegal Immigration Reform and Immigrant Responsibility Act 
     of 1996 (division C of Public Law 104-208; 8 U.S.C. 1324a 
     note).
       (b) Conforming Amendment.--Section 402(e) of the Illegal 
     Immigration Reform and Immigrant Responsibility Act of 1996 
     (8 U.S.C. 1324a note) is amended--
       (1) by redesignating paragraphs (2) and (3) as paragraphs 
     (3) and (4), respectively; and
       (2) by inserting after paragraph (1) the following:
       ``(2) Certain recipients of federal financial assistance.--
     Each employer, contractor, interested party, or other entity 
     that receives any type of Federal financial assistance under 
     section 4 of the Auto Industry Financing and Restructuring 
     Act or under section 101(a) of the Emergency Economic 
     Stabilization Act of 2008 (Public Law 110-343), shall elect 
     to participate in the basic pilot program described in 
     section 403(a).''.
                                 ______
                                 
  SA 5700. Mr. BAUCUS submitted an amendment intended to be proposed by 
him to the bill H.R. 7005, to amend the Internal Revenue Code of 1986 
to provide alternative minimum tax relief for individuals for 2008; 
which was ordered to lie on the table; as follows:

       Strike section 18.
                                 ______
                                 
  SA 5701. Mr. ENSIGN (for himself and Mr. Shelby) submitted an 
amendment intended to be proposed by him to the bill H.R. 7005, to 
amend the Internal Revenue Code of 1986 to provide alternative minimum 
tax relief for individuals for 2008; which was ordered to lie on the 
table; as follows:

       Strike all after the first word and insert the following:

     SECTION 1. BANKRUPTCY FILING REQUIRED.

       The Secretary of the Treasury, in accordance with sections 
     2, 3, and 4, shall provide financial assistance to any 
     eligible automobile manufacturer that has filed for 
     bankruptcy protection under chapter 11 of title 11, United 
     States Code, during the 12-month period following the date of 
     enactment of this Act.

     SEC. 2. DEBTOR IN POSSESSION FINANCING PROVIDED.

       (a) Authority.--The Secretary of the Treasury shall provide 
     debtor-in-possession financing, on a direct or guaranteed 
     basis, to any eligible automobile manufacturer that has filed 
     for bankruptcy protection under chapter 11 of title 11, 
     United States Code, during the 12-month period following the 
     date of enactment of this Act, in accordance with subsection 
     (b). Such financing shall be subject to such terms and 
     conditions as the Secretary of the Treasury determines 
     appropriate for purposes of this Act.
       (b) Funding.--
       (1) Financial assistance.--
       (A) In general.--Such sums are appropriated to the 
     Secretary of the Treasury as are necessary for the purpose of 
     providing not more than $25,000,000,000 in financial 
     assistance under this Act. The Secretary of Energy shall make 
     available to the Secretary of the Treasury $7,510,000,000 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.
       (B) Continuing application process.--No provision of this 
     section shall be construed as prohibiting or limiting the 
     Secretary of Energy from processing applications for

[[Page S10952]]

     loans under section 136 of the Energy Independence and 
     Security Act of 2007.
       (2) 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 
     Secretary of the Treasury under subsection (a).

     SEC. 3. FEDERAL GUARANTEE OF WARRANTIES.

       During the period in which any eligible automobile 
     manufacturer is subject to the jurisdiction of the bankruptcy 
     court pursuant to a filing for bankruptcy protection under 
     title 11, United States Code, the Federal Government shall 
     provide a guarantee, backed by the full faith and credit of 
     the United States, of any warranty on any new vehicle offered 
     by the eligible automobile manufacturer, on terms and 
     conditions that are substantially similar to those offered by 
     the eligible automobile manufacturer prior to filing for 
     bankruptcy protection, and in accordance with such procedures 
     as the Secretary of the Treasury determines are appropriate 
     for purposes of this Act.

     SEC. 4. OTHER INTERESTS SUBORDINATED.

       Any other obligation of an eligible automobile manufacturer 
     that receives a loan or other financial assistance under this 
     Act shall be subordinate to such loan or assistance, and such 
     loan or assistance shall be senior and prior to all other 
     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.

     SEC. 5. REGULATIONS REQUIRED.

       The Secretary of the Treasury shall issue such rules, 
     standards, and guidelines as may be necessary to carry out 
     this Act, and may utilize the services of or contract with 
     private entities, as necessary to provide the guarantee under 
     section 3.

     SEC. 6. AUTHORIZATION OF APPROPRIATIONS.

       There are authorized to be appropriated to the Secretary of 
     the Treasury, such amounts as are necessary to carry out 
     section 3 of this Act, including administrative costs to the 
     Secretary of the Treasury.

     SEC. 7. DEFINITIONS.

       As used in this Act, the term ``eligible automobile 
     manufacturer'' means an automobile manufacturer that 
     submitted a plan to the Congress on December 2, 2008.

     SEC. 8. 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.
                                 ______
                                 
  SA 5702. Mr. ENSIGN (for himself and Mr. Shelby) submitted an 
amendment intended to be proposed by him to the bill H.R. 7321, to 
authorize financial assistance to eligible automobile manufacturers, 
and for other purposes; which was ordered to lie on the table; as 
follows:

       Strike all after the first word and insert the following:

     SECTION 1. BANKRUPTCY FILING REQUIRED.

       The Secretary of the Treasury, in accordance with sections 
     2, 3, and 4, shall provide financial assistance to any 
     eligible automobile manufacturer that has filed for 
     bankruptcy protection under chapter 11 of title 11, United 
     States Code, during the 12-month period following the date of 
     enactment of this Act.

     SEC. 2. DEBTOR IN POSSESSION FINANCING PROVIDED.

       (a) Authority.--The Secretary of the Treasury shall provide 
     debtor-in-possession financing, on a direct or guaranteed 
     basis, to any eligible automobile manufacturer that has filed 
     for bankruptcy protection under chapter 11 of title 11, 
     United States Code, during the 12-month period following the 
     date of enactment of this Act, in accordance with subsection 
     (b). Such financing shall be subject to such terms and 
     conditions as the Secretary of the Treasury determines 
     appropriate for purposes of this Act.
       (b) Funding.--
       (1) Financial assistance.--
       (A) In general.--Such sums are appropriated to the 
     Secretary of the Treasury as are necessary for the purpose of 
     providing not more than $25,000,000,000 in financial 
     assistance under this Act. The Secretary of Energy shall make 
     available to the Secretary of the Treasury $7,510,000,000 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.
       (B) 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.
       (2) 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 
     Secretary of the Treasury under subsection (a).

     SEC. 3. FEDERAL GUARANTEE OF WARRANTIES.

       During the period in which any eligible automobile 
     manufacturer is subject to the jurisdiction of the bankruptcy 
     court pursuant to a filing for bankruptcy protection under 
     title 11, United States Code, the Federal Government shall 
     provide a guarantee, backed by the full faith and credit of 
     the United States, of any warranty on any new vehicle offered 
     by the eligible automobile manufacturer, on terms and 
     conditions that are substantially similar to those offered by 
     the eligible automobile manufacturer prior to filing for 
     bankruptcy protection, and in accordance with such procedures 
     as the Secretary of the Treasury determines are appropriate 
     for purposes of this Act.

     SEC. 4. OTHER INTERESTS SUBORDINATED.

       Any other obligation of an eligible automobile manufacturer 
     that receives a loan or other financial assistance under this 
     Act shall be subordinate to such loan or assistance, and such 
     loan or assistance shall be senior and prior to all other 
     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.

     SEC. 5. REGULATIONS REQUIRED.

       The Secretary of the Treasury shall issue such rules, 
     standards, and guidelines as may be necessary to carry out 
     this Act, and may utilize the services of or contract with 
     private entities, as necessary to provide the guarantee under 
     section 3.

     SEC. 6. AUTHORIZATION OF APPROPRIATIONS.

       There are authorized to be appropriated to the Secretary of 
     the Treasury, such amounts as are necessary to carry out 
     section 3 of this Act, including administrative costs to the 
     Secretary of the Treasury.

     SEC. 7. DEFINITIONS.

       As used in this Act, the term ``eligible automobile 
     manufacturer'' means an automobile manufacturer that 
     submitted a plan to the Congress on December 2, 2008.

     SEC. 8. 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.
                                 ______
                                 
  SA 5703. Mr. CORKER submitted an amendment which was ordered to lie 
on the table; as follows:

       At the appropriate place, insert the following:

     SEC. __. ADDITIONAL REQUIREMENTS.

       (a) Loan Conditions.--
       (1) In general.--As a condition of receiving financial 
     assistance under this Act, each eligible automobile 
     manufacturer shall comply with the following conditions, 
     including entering into new agreements or contracts or 
     modifying any agreement or contract, notwithstanding any 
     other provision of law (including the Employee Retirement 
     Income Security Act of 1974, and collective bargaining 
     agreements and contracts of employment), as required to meet 
     such conditions:
       (A) No eligible automobile manufacturer may receive a loan 
     or other assistance under this Act, unless such manufacturer 
     reduces its outstanding unsecured indebtedness (other than 
     with respect to pension and employee benefits obligations) by 
     not less than two thirds, through a debt for equity exchange.
       (B) Notwithstanding paragraph (2), for the period beginning 
     not later than March 31, 2009 and ending on the termination 
     date applicable under such paragraph, the eligible automobile 
     manufacturer shall--
       (i) reduce the total amount of compensation, including 
     wages and benefits, paid to employees of the manufacturer so 
     that the average of such total amount, per hour and per 
     person, is an amount that is equal to the average total 
     amount of such compensation, as certified by the Secretary of 
     Labor, paid per hour and per person to employees of Nissan 
     Motor Company, Toyota Motor Corporation, or American Honda 
     Motor Company whose site of employment is in the United 
     States; and
       (ii) ensure that the work rules that apply to the employees 
     of the manufacturer are on par with the work rules for the 
     employees of Nissan Motor Company, Toyota Motor Corporation, 
     or American Honda Motor Company whose site of employment is 
     in the United States.
       (C) Not less than one-half of the value of each payment or 
     contribution made by the eligible automobile manufacturer to 
     the account of the voluntary employees beneficiary 
     association (or similar account) of a labor organization 
     representing the employees of the manufacturer shall be made 
     in the form of the stock of the manufacturer, and the total 
     value of any such payment or contribution shall not exceed 
     the amount of any such payment or contribution that was 
     required for such time period under the collective bargaining 
     agreement that applied as of the day before the date of 
     enactment of this Act.
       (D) The eligible automobile manufacturer shall immediately 
     eliminate the payment of any compensation or benefits to 
     employees of the manufacturer who have been fired, laid off, 
     furloughed, or idled, other than customary severance pay.
       (E) The eligible automobile manufacturer shall agree to the 
     requirements of subsection (b).
       (2) Duration.--Each eligible automobile manufacturer that 
     has received a loan or other assistance under this Act shall 
     comply with the requirements of subparagraphs (A) through (E) 
     of paragraph (1) during the period beginning on the date on 
     which the loan

[[Page S10953]]

     or assistance is approved and ending on the date on which the 
     manufacturer has paid the full amount of the obligation under 
     the loan, including any applicable interest.
       (3) Applicability.--The requirements of paragraph (1) shall 
     apply to each eligible automobile manufacturer that receives 
     any financial assistance under this Act.
       (b) Penalty for Noncompliance.--
       (1) Repayment or bankruptcy.--The outstanding obligations 
     of a loan or other financial assistance made under this Act 
     shall become due, and the eligible automobile manufacturer 
     that received such loan or financial assistance shall 
     immediately repay the full amount of such obligations to the 
     Secretary or, if unable to make such full repayment, 
     immediately file for bankruptcy under chapter 11 of title 11, 
     United States Code, if--
       (A) by March 15, 2009, an eligible automobile manufacturer 
     that received a loan or other assistance under this Act has 
     not implemented and fully carried out the requirements of 
     subsection (a)(1)(A) in a long-term and sustainable manner, 
     as determined by the Secretary; or
       (B) by March 31, 2009, and during the period of 
     applicability described in subsection (a)(2), the 
     manufacturer fails to comply with the requirements of 
     subparagraphs (B) through (E) of subsection (a)(1).
       (2) Deposit of funds in treasury.--All funds from an 
     eligible automobile manufacturer received under paragraph (1) 
     shall be deposited in the Treasury of the United States.
                                 ______
                                 
  SA 5704. Mr. DODD submitted an amendment intended to be proposed by 
him to the bill H.R. 7005, to amend the Internal Revenue Code of 1986 
to provide alternative minimum tax relief for individuals for 2008; 
which was ordered to lie on the table; as follows:

       Strike all after the enacting clause and insert the 
     following:

     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 a 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

[[Page S10954]]

     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 Federal 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 
     (including 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 Federal 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

[[Page S10955]]

     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

[[Page S10956]]

     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; or
       (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''--

[[Page S10957]]

       (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.

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