0001193125-10-001221 Sample Contracts

SECURITIES PURCHASE AND EXCHANGE AGREEMENT by and among GMAC INC., GMAC CAPITAL TRUST I and UNITED STATES DEPARTMENT OF THE TREASURY December 30, 2009
Securities Purchase and Exchange Agreement • January 5th, 2010 • Gmac Inc. • Finance lessors • New York

WHEREAS, the United States Department of the Treasury (the “Investor”) may from time to time agree to purchase securities and warrants from eligible companies pursuant to the Automotive Industry Financing Program (“Auto Program”) created under the Troubled Asset Relief Program;

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TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT GMAC Inc. Dated as of December 30, 2009
Trust Preferred Securities Guarantee Agreement • January 5th, 2010 • Gmac Inc. • Finance lessors • New York

This GUARANTEE AGREEMENT (the “Guarantee Agreement”), dated as of December 30, 2009, is executed and delivered by GMAC 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 “Issuer”).

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