General Motors Corp's chief executive told a U.S. bankruptcy court on Tuesday that the sale of GM's main assets to government-backed New GM must win court approval in order for the automaker to survive.

Fritz Henderson told the court that if the sale is not approved by July 10 and GM loses access to government funding, the company would be forced to liquidate. He testified on the first day of a hearing at which the automaker is seeking court approval for the sale just 30 days after filing for Chapter 11.

Business is doing better at GM, Henderson said, as customers, suppliers, workers and others anticipate the completion of a successful deal. He added that the automaker had originally hoped to repay its loans to the government and restructure outside of bankruptcy.

Henderson said during questioning that while sales in June were not as bad as expected, they were still down. We do not expect to make money in June of 2009, he said.

Part of the reason business is better is the success of Chrysler's asset sale out of bankruptcy, Henderson said.

The 363 transaction with Chrysler did go relatively quickly. It provided some buyers assurance that this can go relatively quickly, he said.

GM competitor Chrysler filed for bankruptcy on April 30 and completed a sale of its main assets a few weeks ago.

Henderson also discussed the departure of former GM CEO Rick Wagoner, saying that Wagoner told him that he had been asked to step down by Steve Rattner, head of the Obama administration's autos task force.

The GM sale hearing, before Judge Robert Gerber, is expected to continue for at least two days, as the company faces objections and questions from its creditors committee, a group of dissenting bondholders, those with liability and asbestos claims against the company, as well as unions and dealerships.

If the deal is approved, GM will be able to sell its best assets, including Chevrolet and Cadillac, under Section 363 of the bankruptcy code to a New GM while the U.S. Treasury would provide billions of dollars in financing.

Evercore managing director J. Stephen Worth said during testimony that his firm valued New GM at $38 billion to $48 billion in an analysis the financial firm prepared for the GM board of directors. That is substantially larger than the market capitalization of Ford which is near $18.3 billion. Ford is the only U.S. automaker to have avoided bankruptcy,

GM's old assets would remain behind in bankruptcy court to be liquidated. Testimony also addressed whether Old GM will have enough cash to cover the liabilities it will retain, such as the $530 million in environmental claims.

During the hearing, Albert Koch, an AlixPartners executive who will be CEO of Old GM, said he estimates the company needs $1.25 billion to wind down. He does not expect to present a liquidation plan until early 2010.

LIKELY WIN FOR U.S. AUTOS TASK FORCE

A successful sale would mark the second big victory for the Obama administration's autos task force, which earlier this month also helped broker the sale of Chrysler LLC to a group led by Italy's Fiat SpA. The U.S. Supreme Court cleared the way for that deal to go through on June 9.

Outside the Manhattan courthouse, about 75 IEU-CWA union-affiliated protesters carried placards and chanted Save our benefits.

Henderson said during questioning by GM's lawyer that the company spends $26 million per month to pay benefits to members of the IEU and other so-called splinter unions. He said there are about 150 active employees with these union groups.

The IUE-CWA, the Industrial Division of the Communications Workers of America, has objected to the proposed Section 363 sale saying it would strip GM of the resources needed to pay the health care and other benefits promised IUE-CWA retirees. The union has estimated that its claims against GM will top $5 billion, the vast majority of which are the benefits owed to retirees.

No competing bidders have emerged as an alternative to the U.S. government's $60 billion financing for GM, including a proposed equity investment of $50 billion that would give the U.S. Treasury a 60 percent ownership stake.

Under the plan, the United Auto Workers union would gain a 17.5 percent stake in New GM, the Canadian government would own about 12 percent, and GM bondholders are expected to get about 10 percent.

GM has said more than 50 percent of its bondholders support the deal, but a group of small bondholders mounted a challenge to the sale in court on Tuesday. The dissenting bondholders have suggested that rather than complete the sale, GM should pursue a speedy traditional reorganization plan where creditors would be able to vote on the outcome.

Several other individual bondholders have filed objections to the sale, along with the state of Texas which contends the sale illegally challenges state laws on dealerships, and a group representing about 300 Americans with lawsuits against GM for alleged product defects.

GM, however, resolved a key objection from nine state attorneys general over the weekend, saying New GM would accept liability for future product defects. The company also said it would address objections raised by more than 20 of its parts suppliers.

The case is In re: General Motors Corp, U.S. Bankruptcy Court, Southern District of New York, No. 09-50026.

(Reporting by Emily Chasan and Caroline Humer, editing by Matthew Lewis and Carol Bishopric)

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