Exhibit 1 GENERAL MOTORS ACCEPTANCE CORPORATION SMARTNOTES(SM) DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENTGeneral Motors Acceptance Corp • September 16th, 2005 • Finance lessors • New York
EXHIBIT 2.1 PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • April 3rd, 2006 • General Motors Acceptance Corp • Finance lessors • New York
EXHIBIT 1 GENERAL MOTORS ACCEPTANCE CORPORATION MEDIUM-TERM NOTES DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENTGeneral Motors Acceptance Corp • September 30th, 2003 • Finance lessors • New York
GENERAL MOTORS ACCEPTANCE CORPORATION SMARTNOTESSM DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENTGeneral Motors Acceptance Corp • May 23rd, 2001 • Finance lessors • New York
SMARTNOTES (SM)General Motors Acceptance Corp • November 8th, 2002 • Finance lessors • New York
EXHIBIT 4 (a)(1) FIRST SUPPLEMENTAL INDENTURE, dated as of January 1, 1998, between General Motors Acceptance Corporation, a corporation duly organized and existing under the laws of the State of New York (hereafter called the "Company"), General...Indenture • July 22nd, 1998 • General Motors Acceptance Corp • Personal credit institutions
Exhibit 1 GENERAL MOTORS ACCEPTANCE CORPORATION MEDIUM-TERM NOTES DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENTGeneral Motors Acceptance Corp • October 17th, 1995 • Personal credit institutions • New York
EXHIBIT 4(j) FOURTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1998, between General Motors Acceptance Corporation, a corporation duly organized and existing under the laws of the State of New York (hereafter called the "Company"), General Motors...Fourth Supplemental Indenture • March 26th, 1998 • General Motors Acceptance Corp • Personal credit institutions
FOURTH SUPPLEMENTAL INDENTURE, dated as of January 1, 1998, between General Motors Acceptance Corporation, a corporation duly organized and existing under the laws of the State of New York (hereafter called the "Company"), General Motors Acceptance Corporation, a corporation duly organized and existing under the laws of the State of Delaware, and The Bank of New York, a corporation duly organized and existing under the laws of the State of New York, as Successor Trustee (hereafter called the "Trustee," which term shall include any successor trustee appointed pursuant to Article Seven of the Indenture hereafter referred to).
EXHIBIT 4(k) FIFTH SUPPLEMENTAL INDENTURE, dated as of September 30, 1998, between GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), and THE...Supplemental Indenture • April 1st, 1999 • General Motors Acceptance Corp • Personal credit institutions
FIFTH SUPPLEMENTAL INDENTURE, dated as of September 30, 1998, between GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the "Company"), and THE BANK OF NEW YORK, a corporation duly organized and existing under the laws of the State of New York (hereinafter called the "Trustee", which term shall include any successor trustee appointed pursuant to Article Seven of the Indenture hereinafter referred to), as successor trustee to Morgan Guaranty Trust Company of New York.
ALLY FINANCIAL INC. Underwriting Agreement Standard Provisions (Debt Securities) Dated December 11, 2023Underwriting Agreement • December 14th, 2023 • Ally Financial Inc. • State commercial banks
This Agreement may be signed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
ALLY FINANCIAL INC., THE BANK OF NEW YORK MELLON, as Purchase Contract Agent and THE BANK OF NEW YORK MELLON, as Trustee under the Indenture referred to herein PURCHASE CONTRACT AGREEMENT Dated as of June [ ], 2011Purchase Contract Agreement • June 3rd, 2011 • Ally Financial Inc. • Finance lessors • New York
PURCHASE CONTRACT AGREEMENT, dated as of June [ ], 2011 among ALLY FINANCIAL INC., a Delaware corporation (the “Company”), THE BANK OF NEW YORK MELLON, acting as purchase contract agent and attorney-in-fact for the Holders of Purchase Contracts (as defined herein) from time to time (the “Purchase Contract Agent”) and THE BANK OF NEW YORK MELLON, acting as Trustee under the Indenture (as defined herein).
GUARANTEE AGREEMENTGuarantee Agreement • February 25th, 2011 • Ally Financial Inc. • Finance lessors • New York
GUARANTEE AGREEMENT, dated as of , made by Ally Financial Inc., a Delaware corporation (the “Company”, which term includes any successor under the Indenture hereinafter referred to) and each of the parties hereto designated on the signature pages hereof as a Guarantor (including each Person that becomes a party hereto pursuant to Section 3.12, each a “Guarantor”), in favor of the Trustee (as defined below), for its benefit and for the benefit of the holders from time to time (the “Holders”) of the notes listed on Schedule 1 hereto (the “Guaranteed Notes”, which term shall include any “Additional Notes” as set forth below) of the Company, issued under that certain indenture dated as of July 1, 1982 (as supplemented or otherwise modified from time to time, the “Indenture”), by and between the Company and , as trustee (in such capacity, the “Trustee”).
ALLY FINANCIAL INC. Underwriting Agreement Standard Provisions (Subordinated Debt Securities) Dated February 8, 2023Underwriting Agreement • February 13th, 2023 • Ally Financial Inc. • State commercial banks
This Agreement may be signed in any number of counterparts and by the parties hereto in separate counterparts, and signature pages may be delivered by facsimile, electronic mail (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transaction Act, the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301-309), as amended from time to time, or other applicable law) or other transmission method, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.
EXHIBIT 4(G) THIS SEVENTH SUPPLEMENTAL INDENTURE, dated as of the 1st day of June, 1998, between GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (hereinafter called the...Seventh Supplemental Indenture • June 9th, 1998 • General Motors Acceptance Corp • Personal credit institutions
TAX ASSET PROTECTION PLAN dated as of January 10, 2014 between ALLY FINANCIAL INC. and Computershare Trust Company, N.A., as Rights AgentTax Asset Protection Plan • January 13th, 2014 • Ally Financial Inc. • Finance lessors • Delaware
TAX ASSET PROTECTION PLAN (as amended from time to time, this “Plan”), dated as of January 10, 2014, between Ally Financial Inc., a Delaware corporation (including any successor hereunder, the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent,” which term shall include any successor Rights Agent hereunder).
SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Ally Financial Inc. Dated as of March 1, 2011Preferred Securities Guarantee Agreement • March 4th, 2011 • Ally Financial Inc. • Finance lessors • New York
This SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Guarantee Agreement”), dated as of March 1, 2011, is executed and delivered by Ally Financial Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GMAC Capital Trust I, a Delaware statutory trust (the “Trust”) with respect to Series 2 thereof (the “Issuer”). This Guarantee Agreement, together with the guarantee agreement for the benefit of holders of trust preferred securities of Series 1 of the Trust, amends and restates the guarantee agreement dated as of December 30, 2009 of the trust preferred securities of the Trust (the “Original Guarantee Agreement”).
PURCHASE AGREEMENT FREDDIE MAC STRIPPED INTEREST CERTIFICATES, SERIES 256Purchase Agreement • November 10th, 2008 • Gmac LLC • Finance lessors • New York
• As of July 1, 2008, each Mortgage represented in the related Mortgage Group has an Excess Yield Rate, interest rate, remaining term to maturity and loan age equal to the weighted average Excess Yield Rate, interest rate, remaining term to maturity and loan age for that Mortgage Group shown in the table on page S-7.
MASTER TRANSACTION AGREEMENTMaster Transaction Agreement • August 7th, 2009 • Gmac Inc. • Finance lessors • New York
MASTER TRANSACTION AGREEMENT (this “Agreement”) dated as of May 21, 2009, between THE UNITED STATES DEPARTMENT OF THE TREASURY (“UST”), GMAC LLC (“GMAC”), U.S. DEALER AUTOMOTIVE RECEIVABLES TRANSITION LLC (the “LLC”) and CHRYSLER LLC (“Chrysler”).
AGREEMENTAgreement • October 24th, 2001 • General Motors Acceptance Corp • Finance lessors • New York
Share Transfer Agreement by and between Ally Financial Inc. (as “Seller”) and General Motors Financial Company, Inc. (as “Purchaser”) in respect of a transfer of registered capital of GMAC-SAIC Automotive Finance Company LimitedShare Transfer Agreement • March 1st, 2013 • Ally Financial Inc. • Finance lessors
Ally Financial Inc. (formerly known as GMAC LLC), a corporation organized and existing under the laws of the State of Delaware, United States of America, with its principal executive offices located at 1209 Orange Street, Wilmington, Delaware 19801, USA; and
AMENDED AND RESTATED UNITED STATES CONSUMER FINANCING SERVICES AGREEMENT between GMAC LLC and GENERAL MOTORS CORPORATION Dated as of May 22, 2009Financing Services Agreement • November 15th, 2010 • Ally Financial Inc. • Finance lessors • New York
This Amended and Restated United States Consumer Financing Services Agreement (this “Agreement”) is dated as of May 22, 2009, and is made effective as of December 29, 2008, by and between General Motors Corporation, a Delaware corporation (“GM”), and GMAC LLC, a Delaware limited liability company (“GMAC”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 13th, 2007 • Gmac LLC • Finance lessors • New York
EMPLOYMENT AGREEMENT (“Agreement”) dated as of November 30, 2006 by and between GMAC LLC (the “Company”) and Eric Feldstein (the “Executive”) (each a “Party” and together, the “Parties”).
ContractMaster Services Agreement • August 7th, 2009 • Gmac Inc. • Finance lessors • New York
[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission
ContractMaster Services Agreement • November 15th, 2010 • Ally Financial Inc. • Finance lessors • New York
[***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT by and among ALLY FINANCIAL INC., as Parent GENERAL MOTORS FINANCIAL COMPANY, INC. as Purchaser and, solely for purposes of Section 5.3, Section 5.6, Section 5.14(b) and Article X, GENERAL MOTORS...Purchase and Sale Agreement • March 1st, 2013 • Ally Financial Inc. • Finance lessors • New York
AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT, dated as of November 21, 2012, and amended and restated as of February [•], 2013 (as amended and restated, the “Agreement”), by and among Ally Financial Inc., a corporation organized under the laws of the state of Delaware (“Parent”), and General Motors Financial Company, Inc., a corporation organized under the laws of the state of Texas (“Purchaser”) and, solely with respect to Section 5.3, Section 5.6, Section 5.14(b) and Article X, General Motors Company, a corporation organized under the laws of the state of Delaware (“Purchaser Topco”).
THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLC Dated as of March 24, 2009Limited Liability Company Operating Agreement • March 25th, 2009 • Gmac LLC • Finance lessors • Delaware
This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT of GMAC LLC, a Delaware limited liability company (the “Company”), is made and entered into as of March 24, 2009 (the “Effective Date”) by and among GM Finance Co. Holdings LLC, a Delaware limited liability company (“GM Holdco”) and FIM Holdings LLC, a Delaware limited liability company (“FIM”), each as Members, and each other Member named herein, and each other Person who at any time becomes a Member in accordance with the terms of this Agreement and the Act.
SETTLEMENT AGREEMENTSettlement Agreement • January 4th, 2012 • Ally Financial Inc. • Finance lessors • New York
This Agreement (the “Agreement”) is made and effective as of December 23, 2010 (the “Effective Date”), by and between Fannie Mae (“Fannie Mae”) and GMAC Mortgage, LLC (“GMACM”), Residential Capital, LLC, Residential Funding Securities, LLC (d/b/a GMAC RFC Securities and f/k/a Residential Funding Securities Corporation), Residential Asset Mortgage Products, Inc., Residential Funding Company LLC (f/k/a Residential Funding Corporation), Residential Funding Mortgage Securities I, Inc., Residential Accredit Loans, Inc. and Homecomings Financial LLC (collectively the “GMACM Parties” and, with Fannie Mae, the “Parties”).
GMAC LONG-TERM INCENTIVE PLAN LLC LONG-TERM PHANTOM INTEREST PLAN AWARD AGREEMENTAward Agreement • February 27th, 2008 • Gmac LLC • Finance lessors • New York
This agreement (the “Award Agreement”) is made and entered into as of February ___, 2008 (the “Award Date”), by and among GMAC Long-Term Incentive Plan LLC (the “Company”), and [ ] (the “Participant”).
GMAC LLC SMARTNOTESSM DUE FROM NINE MONTHS TO THIRTY YEARS FROM DATE OF ISSUE SELLING AGENT AGREEMENT July 25, 2006Terms Agreement • July 25th, 2006 • Gmac LLC • Finance lessors • New York
This Agreement may be executed by each of the parties hereto in any number of counterparts, and by each of the parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Ally Financial Inc.Ally Financial Inc. • November 3rd, 2020 • State commercial banks
INTELLECTUAL PROPERTY LICENSE AGREEMENT PARTIESIntellectual Property License Agreement • May 8th, 2007 • Gmac LLC • Finance lessors • New York
This Intellectual Property License Agreement (this “Agreement”) is made and entered into as of November 30, 2006 by and between General Motors Corporation, a Delaware corporation, and those of its Vauxhall Motors Ltd., Opel Eisenach GmbH, Saab Automobile AB, Saturn Corporation and OnStar Corporation Subsidiaries who choose to join General Motors Corporation as a party to this Agreement pursuant to execution of an Opt-in Letter in the form of exhibits attached hereto and incorporated herein by reference (referred to collectively as “GM”), and GMAC LLC, a Delaware limited liability company (“Licensee”).
Ally Financial Inc.Ally Financial Inc. • November 3rd, 2020 • State commercial banks
SERVICING AGREEMENT between RESIDENTIAL CAPITAL, LLC and MHPOOL HOLDINGS LLC dated as of September 30, 2008Servicing Agreement • November 10th, 2008 • Gmac LLC • Finance lessors • Delaware
THIS SERVICING AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2008, among Residential Capital, LLC, a Delaware limited liability company (“ResCap”), on behalf of itself and its controlled Affiliates (as defined in the Purchase Agreement (as defined below)) and MHPool Holdings LLC, a Delaware limited liability company (“Buyer”), on behalf of itself and Subsidiary.
AMENDMENT NO. 6 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLCLimited Liability Company Operating Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors
This AMENDMENT NO. 6, dated as of December 29, 2008 (this “Amendment”), to the Amended and Restated Limited Liability Company Operating Agreement of GMAC LLC, dated November 30, 2006 (as amended, the “LLC Agreement”), by and among GMAC LLC, a Delaware limited liability company, (the “Issuer”), GM Finance Co. Holdings LLC, a Delaware limited liability company (“GM Holdco”), FIM Holdings LLC, a Delaware limited liability company (“FIM”), GMAC Management LLC, a Delaware limited liability company, and GM Preferred Finance Co. Holdings LLC, a Delaware corporation, as members of the Issuer, and each other Person who at any time becomes a member of the Issuer in accordance with the terms of the LLC Agreement, is made by and between GM Holdco and FIM in their capacity as the Joint Majority Holders. Capitalized terms used but not defined in this Amendment shall have the meanings set forth in the LLC Agreement.
Ally Financial Inc.Ally Financial Inc. • February 25th, 2020 • State commercial banks
