exv4w2









Exhibit 4.2




EXECUTION VERSION




THIRD SUPPLEMENTAL INDENTURE




dated as of May 16, 2008




among




RESIDENTIAL CAPITAL, LLC,




THE GUARANTORS PARTY HERETO




and




DEUTSCHE BANK TRUST COMPANY AMERICAS,




as Trustee




 









 





RESIDENTIAL CAPITAL, LLC




THIRD SUPPLEMENTAL INDENTURE




          THIS THIRD SUPPLEMENTAL INDENTURE, dated as of May 16, 2008 (this “Supplemental Indenture”),
is by and among RESIDENTIAL CAPITAL, LLC, a Delaware limited liability company (the “Company”), the
guarantors a party hereto (the “Guarantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS, a banking
corporation duly incorporated and existing under the laws of the State of New York, as trustee (the
“Trustee”).




RECITALS




          WHEREAS, the Company, the Guarantors and the Trustee entered into the Indenture, dated as of
June 24, 2005, as supplemented by that certain First Supplemental Indenture, dated as of June 24,
2005, providing for the issuance originally of $2,500,000,000 aggregate principal amount of 8.375%
Notes due June 2010 and $500,000,000 aggregate principal amount of 8.875% Notes due June 2015, and
as supplemented by that certain Second Supplemental Indenture, dated as of November 21, 2005 (as
supplemented, the “Indenture”);




          WHEREAS, in accordance with the Indenture, the Company further issued (i) $750,000,000
aggregate principal amount of 8.125% Notes due November 2008 and $500,000,000 aggregate principal
amount of Floating Rate Notes due November 2008 pursuant to an Officers’ Certificate, dated
November 16, 2005, (ii) $1,500,000,000 aggregate principal amount of 8.000% Notes due February 2011
and $250,000,000 aggregate principal amount of 8.875% Notes due June 2015 pursuant to an Officers’
Certificate dated February 15, 2006, (iii) $750,000,000 aggregate principal amount of Floating Rate
Notes due April 2009 and $1,750,000,000 aggregate principal amount of 8.500% Notes due April 2013
pursuant to an Officers’ Certificate, dated April 11, 2006, (iv) €750,000,000 aggregate
principal amount of 7.125% Notes due May 2012 and £400,000,000 aggregate principal amount of 8.375%
Notes due May 2013 pursuant to an Officers’ Certificate, dated May 11, 2006, (v) $1,250,000,000
aggregate principal amount of Floating Rate Notes due June 2008 pursuant to an Officers’
Certificate, dated December 4, 2006, (vi) $1,000,000,000 aggregate principal amount of Floating
Rate Notes due May 2009 and $1,250,000,000 aggregate principal amount of 8.500% Notes due June 2012
pursuant to an Officers’ Certificate, dated May 22, 2007, and (vii) €600,000,000 aggregate
principal amount of Floating Rate Notes due September 2010 and £400,000,000 aggregate principal
amount of 9.875% Notes due July 2014 pursuant to an Officers’ Certificate, dated June 27, 2007;




          WHEREAS, Section 10.02 of the Indenture provides that the Indenture may be amended with the
consent of the Holders of not less than a majority in the aggregate principal amount of the
Securities of all series then outstanding, voting together as a single class (subject to certain
exceptions);




          WHEREAS, the Company has commenced offers to exchange and offers to purchase for cash relating
to any and all outstanding Securities and a consent solicitation with respect to the amendments to
the Indenture set forth herein (collectively, the “offers and consent solicitation”), each pursuant
to a Confidential Offering Memorandum and Consent Solicitation Statement, dated as of May 5, 2008;




          WHEREAS, the Company and the Guarantors desire and have requested the Trustee to join with
them in entering into this Supplemental Indenture for the purpose of amending the Indenture in
certain respects as permitted by Section 10.02 of the Indenture;




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          WHEREAS, the execution and delivery of this Supplemental Indenture has been authorized by the
Board of Directors of the Company and of each Guarantor; and




          WHEREAS, (1) the Company has received the consent of Holders of a majority in the aggregate
principal amount of the outstanding Securities of all series, voting together as a single class,
and has satisfied all other conditions precedent, if any, provided under the Indenture to enable
the Company, the Guarantors and the Trustee to enter into this Supplemental Indenture, all as
certified by an Officers’ Certificate and a Resolution of the Board of Directors of the Company,
delivered to the Trustee simultaneously with the execution and delivery of this Supplemental
Indenture as contemplated by Sections 7.02, 10.02 and 15.04 of the Indenture, and (2) the Company
has delivered to the Trustee simultaneously with the execution and delivery of this Supplemental
Indenture an Opinion of Counsel relating to this Supplemental Indenture as contemplated by Sections
7.02, 10.03 and 15.04 of the Indenture.




          NOW, THEREFORE, in consideration of the above premises, each party hereby agrees, for the
benefit of the others and for the equal and ratable benefit of the Holders of the Securities of all
series, as follows:




ARTICLE I

DEFINITIONS




          Section 1.1 Deletion of Definitions. Section 1.01 of the Indenture is hereby amended
to delete in their entirety all terms and their respective definitions for which all references are
eliminated in the Indenture as a result of the amendments set forth in Article II of this
Supplemental Indenture.




ARTICLE II

AMENDMENTS




          Section 2.1 Amendments to the Indenture.




          (a) The Indenture is hereby amended by deleting Section 4.07 of the Indenture and all
references thereto in the Indenture in their entirety;




          (b) The Indenture is hereby amended by deleting Section 4.08 of the Indenture and all
references thereto in the Indenture in their entirety;




          (c) The Indenture is hereby amended by deleting Article Fourteen of the Indenture and all
references thereto in the Indenture in their entirety, and by renumbering the subsequent Articles
accordingly; and




          (d) The Indenture is hereby amended by deleting clauses (c), (d), (e), (f) and (g) of Section
6.01 of the Indenture and all references thereto in the Indenture in their entirety.




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ARTICLE III

MISCELLANEOUS




          Section 3.1 Indenture. Except as amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full
force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Securities heretofore or hereafter authenticated and delivered under the
Indenture shall be bound by the Indenture as amended hereby. In the case of conflict between the
Indenture and this Supplemental Indenture, the provisions of this Supplemental Indenture shall
control.




          Section 3.2 Severability. In case any provision in this Supplemental Indenture shall
be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.




          Section 3.3 Capitalized Terms. Capitalized terms used herein by not defined shall
have the meanings assigned to them in the Indenture.




          Section 3.4 Effect of Headings. The Article and Section headings used herein are for
convenience only and shall not affect the construction of this Supplemental Indenture.




          Section 3.5 Trustee Makes No Representations. The Trustee makes no representation as
to the validity or sufficiency of this Supplemental Indenture.




          Section 3.6 Certain Duties and Responsibilities of the Trustee. In entering into this
Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the
Indenture relating to the rights, limitations of rights, obligations, duties and immunities of the
Trustee, whether or not elsewhere herein so provided.




          Section 3.7 Governing Law. THIS SUPPLEMENTAL INDENTURE AND EACH SECURITY SHALL BE
DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SAID STATE. ANY CLAIMS OR PROCEEDINGS IN
RESPECT OF THIS SUPPLEMENTAL INDENTURE SHALL BE HEARD IN A FEDERAL OR STATE COURT LOCATED IN THE
STATE OF NEW YORK.




          Section 3.8 Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
one and the same agreement.




          Section 3.9 Successors. All agreements of the Company, the Guarantors and the Trustee
in this Supplemental Indenture and the Securities shall bind their respective successors.




          Section 3.10 Effectiveness. The provisions of Articles I and II of this Supplemental
Indenture shall be effective as of the date first above written and shall become operative on the
date on which the Company accepts not less than a majority in the aggregate principal amount of the
Securities then outstanding pursuant to the offers and consent solicitation and provides written
notice to the Trustee of such acceptance.




          Section 3.11 Endorsement and Change of Form of Securities. Any Securities
authenticated and delivered after the close of business on the date that this Supplemental
Indenture



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becomes effective may be affixed to, stamped, or imprinted or otherwise legended by the
Trustee, with a notation as follows:






     “Effective as of May 16, 2008, the restrictive covenants of the Indenture, the
Guarantees and certain of the Events of Default have been eliminated, as provided in the
Third Supplemental Indenture, dated as of May 16, 2008. Reference is hereby made to said
Third Supplemental Indenture, copies of which are on file with the Trustee, for a
description of the amendments made therein.”



[Remainder of Page Intentionally Blank]




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          IN WITNESS WHEREOF, the parties hereto have caused this Third Supplemental Indenture to be
duly executed as of the day and year written above.




	 	 	 	 	 
	 	RESIDENTIAL CAPITAL, LLC

 	 
	 	By:  	/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	CFO 	 
	 
	 	GMAC MORTGAGE, LLC,

as Guarantor

 	 
	 	By:  	/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	CFO 	 
	 
	 	GMAC RESIDENTIAL HOLDING 

COMPANY, LLC, as Guarantor

 	 
	 	By:  	/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	CFO 	 
	 
	 	GMAC-RFC HOLDING COMPANY, LLC,

as Guarantor

 	 
	 	By:  	/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	CFO 	 
	 
	 	HOMECOMINGS FINANCIAL, LLC,

as Guarantor

 	 
	 	By:  	/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	CFO 	 
	 



[Signature Page to Third Supplemental Indenture]




 









 








	 	 	 	 	 
	 	RESIDENTIAL FUNDING COMPANY, LLC, 

as Guarantor

 	 
	 	By:  	/s/ James N. Young
 	 
	 	 	Name:  	James N. Young 	 
	 	 	Title:  	CFO 	 
	 



[Signature Page to Third Supplemental Indenture]




 









 








	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY 

AMERICAS,
as Trustee

 	 
	 	By:  	/s/ Kenneth R. Ring
 	 
	 	 	Name:  	Kenneth R. Ring 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	             /s/ Rodney Gaughan
 	 
	 	 	Name:  	Rodney Gaughan 	 
	 	 	Title:  	Vice President 	 
	 



[Signature Page to Third Supplemental Indenture]