GMAC LLCKeepwell Commitment • January 2nd, 2009 • Gmac LLC • 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.
