FIFTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLC Dated as of May 21, 2009Limited Liability Company Operating Agreement • May 22nd, 2009 • Gmac LLC • Finance lessors • Delaware
This FIFTH 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 May 21, 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.
AMENDED AND RESTATED GOVERNANCE AGREEMENTGovernance Agreement • May 22nd, 2009 • Gmac LLC • Finance lessors • Delaware
This AMENDED AND RESTATED GOVERNANCE AGREEMENT (this “Agreement”), dated as of May 21, 2009, is made by and among GMAC LLC, a Delaware limited liability company (the “Company”), FIM Holdings LLC, a Delaware limited liability company (“FIM”), GM Finance Co. Holdings LLC, a Delaware limited liability company (“GM”), the United States Department of the Treasury (the “Treasury”) and any person who after the date hereof executes a joinder to this Agreement substantially in the form attached hereto as Exhibit A.
AMENDMENT NO. 1 TO FOURTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF GMAC LLCLimited Liability Company Operating Agreement • May 22nd, 2009 • Gmac LLC • Finance lessors
This AMENDMENT NO. 1, dated as of May 21, 2009 (this “Amendment”), to the Fourth Amended and Restated Limited Liability Company Operating Agreement of GMAC LLC, dated April 15, 2009 (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”), GMAC Preferred Finance Co. Holdings LLC, a Delaware limited liability company, FIM Holdings LLC, a Delaware limited liability company (“FIM”), GMAC Management LLC, a Delaware limited liability company, Preferred Blocker Inc., a Delaware corporation (“Blocker Sub”), and the United States Department of the Treasury, 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 holders of all of the issued and outstanding Common Interests. Capitalized terms used but not def
