SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Ally Financial Inc. Dated as of March 1, 2011Guarantee Agreement • March 4th, 2011 • Ally Financial Inc. • Finance lessors • New York
This SERIES 2 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Guarantee Agreement”), dated as of March 1, 2011, is executed and delivered by Ally Financial Inc., a Delaware corporation (the “Guarantor”), and The Bank of New York Mellon, as trustee (the “Guarantee Trustee”), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of GMAC Capital Trust I, a Delaware statutory trust (the “Trust”) with respect to Series 2 thereof (the “Issuer”). This Guarantee Agreement, together with the guarantee agreement for the benefit of holders of trust preferred securities of Series 1 of the Trust, amends and restates the guarantee agreement dated as of December 30, 2009 of the trust preferred securities of the Trust (the “Original Guarantee Agreement”).
GMAC Capital Trust I UNDERWRITING AGREEMENTUnderwriting Agreement • March 4th, 2011 • Ally Financial Inc. • Finance lessors • New York
The Series 2 Trust Preferred Securities were issued pursuant to the terms of the Second Amended and Restated Declaration of Trust, dated as of March 1, 2011 (the “Base Declaration”), as supplemented by the Series 2 Supplement to the Second Amended and Restated Declaration (the “Series 2 Supplement” and, together with the Base Declaration, the “Declaration”), among Ally Financial Inc. (f/k/a GMAC Inc.), a Delaware corporation (the “Company”), as sponsor, the Delaware Trustee (as defined below) and the trustees of each series named therein (the “GMAC Capital Trustees”) and the holders from time to time of undivided beneficial interests in the relevant series of the Trust. The Declaration is qualified as an indenture under the Trust Indenture Act. Pursuant to the Declaration, the number of GMAC Capital Trustees for Series 2 of the Trust is initially four. Two of the GMAC Capital Trustees (the “Administrative Trustees”) are persons who are employees or officers of, or are affiliated with,
