Exhibit 10.5
GENERAL MOTORS CORPORATION
and
GENERAL MOTORS ACCEPTANCE CORPORATION
and
RESIDENTIAL CAPITAL CORPORATION
-----------------
SERVICES AND FACILITIES AGREEMENT
THIS AGREEMENT, dated as of the 24th day of June, 2005, among GENERAL
MOTORS CORPORATION, a corporation organized and existing under the laws of the
State of Delaware ("GM"), GENERAL MOTORS ACCEPTANCE CORPORATION, a corporation
organized and existing under the laws of the State of Delaware ("GMAC") and
RESIDENTIAL CAPITAL CORPORATION, a corporation organized and existing under the
laws of the State of Delaware ("ResCap").
WITNESSETH,
WHEREAS, GMAC is a wholly-owned subsidiary of GM;
WHEREAS, ResCap is a wholly-owned indirect subsidiary of GMAC;
WHEREAS, it is the mutual desire of the parties to formalize an agreement
with respect to the provision by GM and GMAC of certain services to ResCap on a
regular and systematic basis and to establish charges and fees that are
reasonable, fair and equitable to the respective parties hereto; and
WHEREAS, it is the mutual desire of the parties to formalize an agreement
with respect to the provision by ResCap of certain services to GM and GMAC on a
regular and systematic basis and to establish charges and fees that are
reasonable, fair and equitable to the respective parties hereto.
NOW, THEREFORE, in consideration of the mutual covenants and promises
expressed herein, the parties hereto agree as follows:
1. (a) GM and GMAC agree to maintain such qualified personnel,
supplies, equipment and facilities reasonably necessary to provide to
ResCap and its subsidiaries the services described in the Schedule hereto.
(b) ResCap agrees to maintain such qualified personnel, supplies,
equipment and facilities reasonably necessary to provide to GM and GMAC
and their subsidiaries the services described in the Schedule hereto.
2. (a) All services provided by GM and GMAC hereunder to ResCap shall
be performed in accordance at the direction of, and under the general
guidance of, ResCap management.
(b) All services provided by ResCap hereunder to GM or GMAC shall be
performed in accordance at the direction of, and under the general
guidance of, GM or GMAC management, as the case may be.
(c) This Agreement shall not cause any party hereto to be the agent
or legal representative of any other party hereto for any purpose
whatsoever, and none of the parties hererto is granted any express or
implied right or authority to assume or to create any obligation or
responsibility on behalf of or in the name of any other party hereto or to
bind any other party hereto in any manner or thing whatsoever without
prior written approval of a duly authorized representative of such party.
3. (a) The consideration to be paid by ResCap to GM or GMAC for the
services and facilities described in the Schedule hereto shall be
calculated as a sum equal to no more than GM's or GMAC's cost recovery
basis thereof, as the case may be.
(b) The consideration to be paid by GM or GMAC, as the case may be,
to ResCap for the services and facilities described in the Schedule hereto
shall be calculated as a sum equal to no more than ResCap's cost recovery
basis thereof.
4. (a) The books, records and accounts of GM and GMAC pertaining to
services provided by it hereunder shall be so maintained as to disclose
clearly and accurately the precise nature and details of transactions,
including but not limited to all expenses incurred and payments received
on ResCap's behalf. All books, records and accounts of GM and GMAC
pertaining to the services and facilities to be provided to ResCap
hereunder shall be subject to inspection at any reasonable time by an
authorized representative of ResCap.
(b) The books, records and accounts of ResCap pertaining to services
provided by it hereunder shall be so maintained as to disclose clearly and
accurately the precise nature and details of transactions, including but
not limited to all expenses incurred and payments received on GM's or
GMAC's behalf. All books, records and accounts of ResCap pertaining to the
services and facilities to be provided to GM or GMAC hereunder shall be
subject to inspection at any reasonable time by an authorized
representative of GM and GMAC.
5. (a) No guarantee or warranty of any nature is extended by GM or GMAC
with respect to the services and facilities to be furnished hereunder.
Neither GM nor GMAC shall not be responsible or liable to ResCap or any
other person or entity for direct or consequential damages arising out of
or resulting from the furnishing thereof (or any allegations of the
foregoing), except in the case of negligence on the part of GM or GMAC, as
the case may be.
(b) No guarantee or warranty of any nature is extended by ResCap
with respect to the services and facilities to be furnished hereunder.
Rescap shall not be
responsible or liable to GM or GMAC or any other person or entity for
direct or consequential damages arising out of or resulting from the
furnishing thereof (or any allegations of the foregoing), except in the
case of negligence on the part of ResCap.
6. This Agreement shall be governed by and construed according to the law
of the State of New York, United States of America. If, however, any provision
herein in any way contravenes the law of the state or other jurisdiction where
this Agreement is to be performed, such provision shall be deemed not to be a
part of the Agreement therein.
7. This Agreement may not be changed or terminated orally. Any change,
modification or waiver of its terms shall be binding only if in writing and
signed by duly authorized representatives of all parties hereto.
8. This Agreement shall be effective for a term of one year from the date
hereof, and shall be deemed renewed and extended for one year automatically on
each anniversary date hereof, unless a party hereto provides the other parties
hereto with written notice of its intention to terminate this Agreement or any
renewal hereof not less than sixty (60) days prior to the next anniversary date
hereof.
9. Any notice required or permitted to be given by a party hereto under or
in connection herewith shall be in writing and delivered either personally or by
nationally-reputable overnight courier or registered mail addressed to the party
concerned at its address as follows:
a) if to GM -
Treasurer
General Motors Corporation
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000;
b) if to GMAC -
Treasurer
General Motors Acceptance Corporation
000 Xxxxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000;
c) if to ResCap -
Treasurer
Residential Capital Corporation
0000 Xxxxxxxxxx Xxxx Xxxxxxxxx
Xxxxxxxxxxx, Xxxxxxxxx 00000.
* * * * * *
IN WITNESS WHEREOF, the parties have executed this Agreement in
counterparts by their duly authorized representatives the day first above
written.
GENERAL MOTORS CORPORATION
By /s/ Xxxxxx X. Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Treasurer
GENERAL MOTORS ACCEPTANCE CORPORATION
By /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Executive Vice President and Chief
Financial Officer
RESIDENTIAL CAPITAL CORPORATION
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Chief Financial Officer and Director
SCHEDULE
GM/GMAC/ResCap Services Agreement
1. Legal, regulatory and corporate secretary services
2. Employee benefits administration
3. Tax services
4 Real estate services, including office facilities and related support services
5. Strategic sourcing
6. Government relations
7. Accounting and internal audit services
8. Risk management, including insurance
