SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLC Dated as of December 31, 2008Limited Liability Company Operating Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • Delaware
This SECOND 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 December 31, 2008 (the “Effective Date”) by and among 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 (“Management Company”) and GM Preferred Finance Co. Holdings LLC, a Delaware limited liability company (“GM Preferred Holdco”), 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.
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.
REGISTRATION RIGHTS AGREEMENT by GMAC LLC and Banc of America Securities LLC Citigroup Global Markets Inc. Goldman, Sachs & Co. Barclays Capital Inc. Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated...Registration Rights Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2008, by and among GMAC LLC, a Delaware limited liability company (the “Company”) and the Dealer Managers (as defined in the Dealer Managers Agreement (as defined below)), relating to the Company’s plans to exchange certain of the outstanding notes of Residential Capital, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“ResCap”) for a combination of cash, newly issued subordinated notes due 2018 of the Company and newly issued 7.50% Senior Notes due 2013 (the “New Notes” or the “Securities”), to be issued pursuant to the terms of the indenture, dated as of July 1, 1982 (as supplemented, the “Indenture”) by and between the Company and The Bank of New York (Successor Trustee to Morgan Guaranty Trust Company of New York), as trustee (in such capacity, the “Trustee”). In connection with the Offers (as defined in the Dealer Managers Agreement (as defined be
REGISTRATION RIGHTS AGREEMENT by GMAC LLC, The Guarantors Party Hereto and Banc of America Securities LLC Citigroup Global Markets Inc. Goldman, Sachs & Co. Barclays Capital Inc. Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Morgan...Registration Rights Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2008, by and among GMAC LLC, a Delaware limited liability company (the “Company”), the subsidiaries of the Company party hereto (the “Guarantors”) and the Dealer Managers (as defined in the Dealer Managers Agreement (as defined below)), relating to the Company’s plans to exchange certain of the Company’s and certain of its subsidiaries’ outstanding notes (the “Old Notes”) for a combination of cash, newly issued cumulative perpetual preferred stock issued by Preferred Blocker Inc., a wholly owned subsidiary of the Company, and newly issued senior notes of the Company having substantially the same terms as the applicable Old Notes exchanged therefor (such newly issued notes, the “New Notes”), to be issued pursuant to the terms of the indenture, dated as of July 1, 1982, as amended (the “Indenture”), between the Company and The Bank of New York Mellon (successor trustee to Morgan Guaranty Tru
GMAC LLCGmac LLC • January 2nd, 2009 • Finance lessors • Delaware
Reference is made to the following: (i) that certain Second Amended and Restated Limited Liability Company Agreement, dated as of the date hereof (as amended from time to time, the “GMAC LLC Agreement”), of GMAC LLC, a Delaware limited liability company (“GMAC”), pursuant to which GMAC has issued to Preferred Blocker Inc., a Delaware corporation and a wholly-owned subsidiary of GMAC (“Blocker Sub”), 2,576,601 units of Class E Preferred Membership Units of GMAC (the “Class D Preferred Membership Interests”), and (ii) that certain certificate of designations (“Certificate of Designations”) of the 9% perpetual preferred stock (“Blocker Preferred Stock”) of Blocker Sub, dated as of the date hereof. Capitalized terms used but not defined in this agreement have the meanings set forth in the Certificate of Designations.
FIM Holdings LLC c/o Cerberus Capital Management, L.P New York, NY 10171Letter Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • Delaware
This letter agreement (this “Agreement”) sets forth the mutual understanding amongst the parties hereto and with the United States Department of Treasury (the “Treasury”) with respect to the composition of the board of managers of GMAC LLC (the “Company”) relating to the Company’s application to participate in the Treasury’s Troubled Asset Relief Program established under the Emergency Economic Stabilization Act of 2008 and the Company’s application to become a bank holding company under the Bank Holding Company Act of 1956.
Termination of Participation AgreementTermination of Participation Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • Delaware
This Termination Agreement, dated as of December 29, 2008, is between GMAC LLC, a Delaware limited liability company (the “Seller”), General Motors Corporation, a Delaware corporation (“General Motors”), and FIM Holdings LLC, a Delaware limited liability company (“FIM”, and together with General Motors, each a “Participant” and collectively, the “Participants”). Reference is made to that certain Participation Agreement, dated as of June 4, 2008 (the “Participation Agreement”), among the Seller, General Motors and Cerberus Rescap Financing LLC (“Cerberus Fund”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Participation Agreement.
ContractExchange Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of December 29, 2008, by and among GMAC LLC, a Delaware limited liability company (“GMAC”), General Motors Corporation (“GM”) and FIM Holdings LLC (“FIM”) (GM and FIM, each a “Holder” and collectively the “Holders”).
ContractMembership Interest Subscription Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • Delaware
MEMBERSHIP INTEREST SUBSCRIPTION AGREEMENT dated as of December 29, 2008 (this “Agreement”) between GMAC LLC, a Delaware limited liability company (the “Company”), GENERAL MOTORS CORPORATION (“GM”) and FIM MOLDINGS LLC (“FIM”).
REGISTRATION RIGHTS AGREEMENT by GMAC LLC and Banc of America Securities LLC Citigroup Global Markets Inc. Goldman, Sachs & Co. Barclays Capital Inc. Deutsche Bank Securities Inc. Credit Suisse Securities (USA) LLC Morgan Stanley & Co. Incorporated...Registration Rights Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 31, 2008, by and among GMAC LLC, a Delaware limited liability company (the “Company”) and the Dealer Managers (as defined in the Dealer Managers Agreement (as defined below)), relating to the Company’s plans to exchange certain of the Company’s and certain of its subsidiaries’ outstanding notes (the “Old Notes”), for a combination of cash, newly issued senior guaranteed notes of the Company (the “New Guaranteed Notes”) and newly issued cumulative perpetual preferred stock (the “New Preferred Stock” or the “Securities”) of Preferred Blocker Inc., a Delaware corporation and subsidiary of the Company (“Blocker Sub”), to be issued pursuant to the terms of the certificate of designations, dated as of December 31, 2008 (the “Certificate of Designations”). In connection with the Offers (as defined in the Dealer Managers Agreement (as defined below)) and the issuance of the New Preferred Stock, the Co
AMENDMENT NO. 5 TO AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLCLimited Liability Company Operating Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • Delaware
This AMENDMENT NO. 5, dated as of December 28, 2008 (this “Amendment”), to the Amended and Restated Limited Liability Company Operating Agreement of GMAC LLC, dated November 30, 2006 (as amended, the “Operating Agreement”), by and among GMAC LLC, a Delaware limited liability company (“GMAC”), 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 limited liability company, as members of GMAC, and each other Person who at any time becomes a member of GMAC 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 Operating Agreement.
GUARANTEE AGREEMENTGuarantee Agreement • January 2nd, 2009 • Gmac LLC • Finance lessors • New York
GUARANTEE AGREEMENT, dated as of December 31, 2008, made by GMAC LLC, a Delaware limited liability company (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 The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”).
