GUARANTEE AGREEMENTGuarantee Agreement • October 13th, 2010 • Gmac International Holdings B.V. • Finance lessors • New York
GUARANTEE AGREEMENT, dated as of [—], 2010, 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”).
REGISTRATION RIGHTS AGREEMENT by GMAC Inc., The Guarantors Party Hereto and Barclays Capital Inc. Citigroup Global Markets Inc. Goldman, Sachs & Co. as Representatives of the several Initial Purchasers Dated as of February 12, 2010Registration Rights Agreement • October 13th, 2010 • Gmac International Holdings B.V. • Finance lessors • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of February 12, 2010, by and among GMAC Inc., a Delaware corporation (the “Company”), the subsidiaries of the Company party hereto (the “Guarantors”) and Barclays Capital Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co. and J.P. Morgan Securities Inc. (collectively, the “Representatives”) as representatives of the several Initial Purchasers listed on Schedule A to the Purchase Agreement (as defined below) , relating to the Company’s issuance and sale to the Initial Purchasers of $2,000,000,000 aggregate principal amount of 8.300% senior guaranteed notes due 2015 of the Company (the “Notes”), to be issued pursuant to the terms of the indenture, dated as of July 1, 1982 (the “Indenture”), between the Company and The Bank of New York Mellon (Successor Trustee to Morgan Guaranty Trust Company of New York), as trustee (in such capacity, the “Trustee”). In connection with the offer and sale of the Note
