REGISTRATION RIGHTS AGREEMENT by GMAC LLC and GM Preferred Finance Co. Holdings LLC Dated as of June 30, 2009Registration Rights Agreement • July 1st, 2009 • Gmac Inc. • Finance lessors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 30, 2009, by and between GMAC LLC, a Delaware limited liability company (the “Company”), and GM Preferred Finance Co. Holdings LLC, a Delaware limited liability company (“GM HoldCo”) and wholly-owned subsidiary of General Motors Corporation. GM HoldCo currently holds GM Preferred Membership Interests (the “GM Preferred Interests”), which were originally issued by the Company on November 30, 2006 pursuant to the Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of November 30, 2006. Execution of this Agreement is required prior to a GMAC Conversion (as defined below) in accordance with Section 12.11 of the Sixth Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of May 22, 2009 (the “Operating Agreement”). Following such GMAC Conversion, Section 2.8 of the Operating Agreement provides that the GM Preferred Interests
