GUARANTEE AGREEMENTGuarantee Agreement • January 3rd, 2011 • Gmac International Holdings B.V. • 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 The Bank of New York Mellon, as trustee (in such capacity, the “Trustee”).
New York Menlo Park Washington DC London Paris Madrid Tokyo Beijing Hong Kong Davis Polk & Wardwell LLP 450 Lexington Avenue New York, NY 10017 212 450 4000 tel 212 701 5800 faxGuaranty Agreement • January 3rd, 2011 • Gmac International Holdings B.V. • Finance lessors
