Governance Terms Sample Contracts

FIM Holdings LLC c/o Cerberus Capital Management, L.P New York, NY 10171
Governance Terms • 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.

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