SERIES 1 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT Ally Financial Inc. Dated as of [ ], 2011Preferred Securities Guarantee Agreement • March 1st, 2011 • Ally Financial Inc. • Finance lessors • New York
This SERIES 1 TRUST PREFERRED SECURITIES GUARANTEE AGREEMENT (the “Guarantee Agreement”), dated as of [ ], 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 1 thereof (the “Issuer”). This Guarantee Agreement, together with the guarantee agreement for the benefit of holders of trust preferred securities of Series 2 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”).
