EXECUTION COPY 

#10279522 v10 - GMAC Letter Agreement - May 2009 

UNITED STATES DEPARTMENT OF THE TREASURY

1500 PENNSYLVANIA AVENUE, NW 

WASHINGTON, D.C. 20220 

Dear Ladies and Gentlemen: 

 The company set forth on the signature page hereto (the “Company”) intends to 

issue in a private placement the number of units of the series of its Mandatorily Convertible 

Preferred Membership Interests that mandatorily convert to Common Membership Interests of 

the Company as set forth on Schedule A hereto (the “Convertible Preferred”) and a warrant to 

purchase the number of units of Convertible Preferred set forth on Schedule A hereto (the 

“Warrant” and, together with the Convertible Preferred, the “Purchased Securities”) and the 

United States Department of the Treasury (the “Investor”) intends to purchase from the 

Company the Purchased Securities. 

 The purpose of this letter agreement is to confirm the terms and conditions of the 

purchase by the Investor of the Purchased Securities. Except to the extent supplemented or 

superseded by the terms set forth herein or in the Schedules hereto, the provisions contained in 

the Securities Purchase Agreement – Standard Terms attached hereto as Exhibit A (the 

“Securities Purchase Agreement”) are incorporated by reference herein. Terms that are defined 

in the Securities Purchase Agreement are used in this letter agreement as so defined. In the event 

of any inconsistency between this letter agreement and the Securities Purchase Agreement, the 

terms of this letter agreement shall govern. 

 Each of the Company and the Investor hereby confirms its agreement with the 

other party with respect to the issuance by the Company of the Purchased Securities and the 

purchase by the Investor of the Purchased Securities pursuant to this letter agreement and the 

Securities Purchase Agreement on the terms specified on Schedule A hereto. 

 This letter agreement (including the Schedules hereto), the Securities Purchase 

Agreement (including the Annexes thereto), the Disclosure Schedules and the Warrant constitute 

the entire agreement, and supersede all other prior agreements, understandings, representations 

and warranties, both written and oral, between the parties, with respect to the subject matter 

hereof. This letter agreement constitutes the “Letter Agreement” referred to in the Securities 

Purchase Agreement. 

 This letter agreement may be executed in any number of separate counterparts, 

each such counterpart being deemed to be an original instrument, and all such counterparts will 

together constitute the same agreement. Executed signature pages to this letter agreement may 

be delivered by facsimile and such facsimiles will be deemed as sufficient as if actual signature 

pages had been delivered. 

* * * 
In witness whereof, this letter agreement has been duly executed and delivered by the duly

authorized representatives ofthe parties hereto as ofthe" date written below.

UNITED STATES DEPARTMENT OF THE

TREASURY

By:~~~__

Name: Duane Morse

Title: ChiefRisk and Compliance Officer

GMACLLC

By: _

Name:

Title:

Date: May _, 2009

[Signature Page to the Letter Agreement]
In witness whereof, this letter agreement has been duly executed and delivered by the duly

authorized representatives of the parties hereto as of the date written belo\v.

UNITED STATES DEPARTMENT OF THE

TREASURY

By:, . _

Name:

Title:

GMAC LLC

By(Ju~~m N.ame: ~,,\y L. C\)u.et,l)n<: vii tc

TItle: '2::eL'(ctu.t~

Date: May~, 2009

{Signature Page fo the Letter Agreement}
EXHIBIT A 

SECURITIES PURCHASE AGREEMENT
10277372/9 

EXECUTION COPY

SECURITIES PURCHASE AGREEMENT 

STANDARD TERMS 
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TABLE OF CONTENTS 

Page 

ARTICLE I PURCHASE; CLOSING...........................................................................................................................2

1.1 PURCHASE...................................................................................................................................................2

1.2 CLOSING......................................................................................................................................................2

1.3 INTERPRETATION.........................................................................................................................................4

ARTICLE II REPRESENTATIONS AND WARRANTIES ........................................................................................5

2.1 DISCLOSURE................................................................................................................................................5

2.2 REPRESENTATIONS AND WARRANTIES OF THE COMPANY...........................................................................6

ARTICLE III COVENANTS ......................................................................................................................................13

3.1 COMMERCIALLY REASONABLE EFFORTS ..................................................................................................13

3.2 EXPENSES..................................................................................................................................................14

3.3 SUFFICIENCY OF AUTHORIZED CONVERTIBLE PREFERRED INTERESTS; EXCHANGE LISTING ....................14

3.4 CERTAIN NOTIFICATIONS UNTIL CLOSING ................................................................................................14

3.5 ACCESS, INFORMATION AND CONFIDENTIALITY .......................................................................................14

ARTICLE IV ADDITIONAL AGREEMENTS..........................................................................................................16

4.1 PURCHASE FOR INVESTMENT.....................................................................................................................16

4.2 LEGENDS ...................................................................................................................................................16

4.3 CERTAIN TRANSACTIONS ..........................................................................................................................18

4.4 TRANSFER OF PURCHASED SECURITIES; RESTRICTIONS ON EXERCISE OF THE WARRANT.........................18

4.5 REGISTRATION RIGHTS .............................................................................................................................19

4.6 DEPOSITARY SHARES ................................................................................................................................30

4.7 REPURCHASE OF COMMON MEMBERSHIP INTERESTS; SALE OF COMMON MEMBERSHIP INTERESTS.........30

4.8 RESTRICTION ON DISTRIBUTIONS AND REPURCHASES...............................................................................30

4.9 EMPLOY AMERICAN WORKERS ACT.. .......................................................................................................32

4.10 INTERNAL CONTROLS; RECORDKEEPING; ADDITIONAL REPORTING. ........................................................32

4.11 EXECUTIVE PRIVILEGES AND COMPENSATION. .........................................................................................33

4.12 RELATED PARTY TRANSACTIONS..............................................................................................................35

4.13 BANK AND THRIFT HOLDING COMPANY STATUS ......................................................................................35

4.14 PREDOMINANTLY FINANCIAL....................................................................................................................36

4.15 JOINDER AGREEMENT ...............................................................................................................................36

ARTICLE V MISCELLANEOUS ..............................................................................................................................36

5.1 TERMINATION ...........................................................................................................................................36

5.2 SURVIVAL OF REPRESENTATIONS AND WARRANTIES................................................................................37

5.3 AMENDMENT.............................................................................................................................................37

5.4 WAIVER OF CONDITIONS...........................................................................................................................37

5.5 GOVERNING LAW: SUBMISSION TO JURISDICTION, ETC .......................................................................37

5.6 NOTICES....................................................................................................................................................37

5.7 DEFINITIONS..............................................................................................................................................38

5.8 ASSIGNMENT.............................................................................................................................................38

5.9 SEVERABILITY...........................................................................................................................................38

5.10 NO THIRD PARTY BENEFICIARIES .............................................................................................................39
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LIST OF ANNEXES 

ANNEX A: FORM OF AMENDMENT FOR CONVERTIBLE PREFERRED INTERESTS 

ANNEX B: FORMS OF WAIVERS 

ANNEX C: FORM OF OPINION 

ANNEX D: FORM OF WARRANT 

ANNEX E: FORM OF JOINDER AGREEMENT 
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INDEX OF DEFINED TERMS 

Term 

Location of 

Definition 

Affiliate Section 5.7(b) 

Agreement Recitals 

Amendments Section 1.2(d)(iii) 

Appropriate Federal Banking Agency Section 2.2(s) 

Auto Program Recitals 

Bank Holding Company Section 4.13 

Bankruptcy Exceptions Section 2.2(d) 

Benefit Plans Section 1.2(d)(iv) 

Board of Managers Section 2.2(f) 

Business Combination Section 5.8 

business day Section 1.3 

Capitalization Date Section 2.2(b) 

Closing Section 1.2(a) 

Closing Date Section 1.2(a) 

Code Section 2.2(n) 

Common Membership Interests Recitals 

Company Recitals 

Company Financial Statements Section 2.2(h) 

Company Material Adverse Effect Section 2.1(b) 

Company Reports Section 2.2(i)(i) 

Company Subsidiary; Company Subsidiaries Section 2.2(e)(ii) 

control; controlled by; under common control with Section 5.7(b) 

Controlled Group Section 2.2(n) 

Convertible Preferred Interests Section 2.2(c) 

Disclosure Schedule Section 2.1(a) 

EESA Section 1.2(d)(iv) 

EESA Guidance Section 1.2(d)(iv) 

ERISA Section 2.2(n) 

Exchange Act Section 4.5(c)(vi)(A) 

Expense Policy Section 4.11(b)(i) 

Federal Reserve Section 2.2(w) 

GAAP Section 2.1(b) 

GMAC Conversion Section 4.8(f) 

Governmental Entities Section 1.2(c) 

Holder Section 4.5(k)(i) 

Holders’ Counsel Section 4.5(k)(ii) 

Indemnitee Section 4.5(g)(i) 

Information Section 3.5(c) 

Investor Recitals 

Junior Membership Interests Section 4.8(d) 

knowledge of the Company; Company’s knowledge Section 5.7(c) 

LLC Agreement Section 1.2(d)(iii) 
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Term 

Location of 

Definition 

Letter Agreement Recitals 

Membership Interests Section 2.2(b) 

Officers Section 5.7(c) 

Parity Membership Interests Section 4.8(e) 

Pending Underwritten Offering Section 4.5(l) 

Permitted Repurchases Section 4.8(c) 

Piggyback Registration Section 4.5(a)(iv) 

Plan Section 2.2(n) 

Previously Disclosed Section 2.1(c) 

Proprietary Rights Section 2.2(u) 

Purchase Recitals 

Purchase Price Section 1.1 

Purchased Securities Recitals 

register; registered; registration Section 4.5(k)(iii) 

Registrable Securities Section 4.5(k)(iv) 

Registration Expenses Section 4.5(k)(v) 

Regulatory Agreement Section 2.2(s) 

Relevant Period Section 4.11(a)(i) 

Rule 144; Rule 144A; Rule 159A; Rule 405; Rule 415 Section 4.5(k)(vi) 

Savings and Loan Holding Company Section 4.13 

Schedules Recitals 

SEC Section 2.2(k) 

Securities Act Section 2.2(a) 

Selling Expenses Section 4.5(k)(vii) 

Senior Employees Section 1.2(d)(vii) 

Senior Executive Officers Section 1.2(d)(v) 

Shelf Registration Statement Section 4.5(a)(ii) 

Signing Date Section 2.1(b) 

Special Registration Section 4.5(i) 

Subsidiary Section 5.7(a) 

Tax; Taxes Section 2.2(o) 

Transfer Section 4.4 

Warrant Recitals 

Warrant Common Interests Recitals 
SECURITIES PURCHASE AGREEMENT – STANDARD TERMS 

Recitals: 

WHEREAS, the United States Department of the Treasury (the “Investor”) may from 

time to time agree to purchase shares of preferred securities and warrants from eligible 

companies pursuant to the Automotive Industry Financing Program (“Auto Program”) created 

under the Troubled Asset Relief Program;

WHEREAS, a company electing to participate in the Auto Program and issue securities 

to the Investor (referred to herein as the “Company”) shall enter into a letter agreement (the 

“Letter Agreement”) with the Investor which incorporates this Securities Purchase Agreement – 

Standard Terms; 

WHEREAS, the Company wishes to obtain financing from time to time to restore 

liquidity to its finance businesses, and to restore stability to the domestic automobile industry in 

the United States, and the Investor has agreed, subject to the terms and conditions of this 

Agreement, to provide such financing to the Company; 

WHEREAS, the financing provided hereunder will be used in a manner that (A) enables 

the Company and its Subsidiaries to develop a viable and competitive business; (B) preserves 

and promotes the jobs of American workers employed directly by the Company and its 

Subsidiaries and in related industries; and (C) stimulates the sales of automobiles; 

WHEREAS, on April 30, 2009, the Company entered into a Master Financial Services 

Agreement term sheet pursuant to which the Company will make available wholesale inventory 

and retail financing accommodations to Chrysler LLC dealers and customers on a semi-exclusive 

basis on the terms and subject to the conditions set forth therein, which term sheet is legally 

binding and operative on the parties thereto as of the date hereof; 

WHEREAS, the Company intends to issue in a private placement the number of units of 

the series of its Preferred Membership Interests (“Convertible Preferred Interests”) that 

mandatorily convert to Common Membership Interests in the Company (“Common Membership 

Interests”) on or before May 21, 2016 at the conversion rate set forth on Schedule A to the Letter 

Agreement and a warrant to purchase the number of units of its Convertible Preferred Interests 

set forth on Schedule A to the Letter Agreement (the “Warrant” and, together with the 

Convertible Preferred Interests, the “Purchased Securities”) and the Investor intends to purchase 

(the “Purchase”) from the Company the Purchased Securities; and 

WHEREAS, the Purchase will be governed by this Securities Purchase Agreement – 

Standard Terms and the Letter Agreement, including the schedules thereto (the “Schedules”), 

specifying additional terms of the Purchase. This Securities Purchase Agreement – Standard 

Terms (including the Annexes hereto) and the Letter Agreement (including the Schedules 

thereto) are together referred to as this Agreement (the “Agreement”). All references in this 

Securities Purchase Agreement – Standard Terms to “Schedules” are to the Schedules attached to 

the Letter Agreement. 
2 

NOW, THEREFORE, in consideration of the premises, and of the representations, 

warranties, covenants and agreements set forth herein, the parties agree as follows: 

Article I 

Purchase; Closing 

1.1 Purchase. On the terms and subject to the conditions set forth in this Agreement, 

the Company agrees to sell to the Investor, and the Investor agrees to purchase from the 

Company, at the Closing (as hereinafter defined), the Purchased Securities for the price set forth 

on Schedule A (the “Purchase Price”).

1.2 Closing. 

(a) On the terms and subject to the conditions set forth in this Agreement, the closing 

of the Purchase (the “Closing”) will take place at the location specified in Schedule A, at the 

time and on the date set forth in Schedule A or as soon as practicable thereafter, or at such other 

place, time and date as shall be agreed between the Company and the Investor. The time and 

date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. 

(b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 

1.2, at the Closing the Company will deliver the Convertible Preferred Interests and the Warrant, 

in each case as evidenced by one or more certificates dated the Closing Date and bearing 

appropriate legends as hereinafter provided for, in exchange for payment in full of the Purchase 

Price by wire transfer of immediately available United States funds to a bank account designated 

by the Company on Schedule A. 

(c) The respective obligations of each of the Investor and the Company to 

consummate the Purchase are subject to the fulfillment (or waiver by the Investor and the 

Company, as applicable) prior to the Closing of the conditions that (i) any approvals or 

authorizations of all United States and other governmental, regulatory or judicial authorities 

(collectively, “Governmental Entities”) required for the consummation of the Purchase shall 

have been obtained or made in form and substance reasonably satisfactory to each party and shall 

be in full force and effect and all waiting periods required by United States and other applicable 

law, if any, shall have expired and (ii) no provision of any applicable United States or other law 

and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the 

purchase and sale of the Purchased Securities as contemplated by this Agreement. 

(d) The obligation of the Investor to consummate the Purchase is also subject to the 

fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following 

conditions: 

(i) (A) the representations and warranties of the Company set forth in (x) 

Section 2.2(g) of this Agreement shall be true and correct in all respects as though made 

on and as of the Closing Date, (y) Sections 2.2(a) through (f) shall be true and correct in 

all material respects as though made on and as of the Closing Date (other than 

representations and warranties that by their terms speak as of another date, which 

representations and warranties shall be true and correct in all material respects as of such 

other date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or 
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limitations set forth in such representations and warranties as to “materiality”, “Company 

Material Adverse Effect” and words of similar import) shall be true and correct as though 

made on and as of the Closing Date (other than representations and warranties that by 

their terms speak as of another date, which representations and warranties shall be true 

and correct as of such other date), except to the extent that the failure of such 

representations and warranties referred to in this Section 1.2(d)(i)(A)(z) to be so true and 

correct, individually or in the aggregate, does not have and would not reasonably be 

expected to have a Company Material Adverse Effect and (B) the Company shall have 

performed in all material respects all obligations required to be performed by it under this 

Agreement at or prior to the Closing; 

(ii) the Investor shall have received a certificate signed on behalf of the 

Company by a senior executive officer certifying to the effect that the conditions set forth 

in Section 1.2(d)(i) have been satisfied; 

(iii) the Company shall have duly adopted the amendment to its Fourth 

Amended and Restated Limited Liability Company Operating Agreement of GMAC 

LLC, dated as of April 15, 2009, as amended (the “LLC Agreement”) in substantially the 

form attached hereto as Annex A (the “Amendment”); 

(iv) a waiver shall have been duly executed by the Company and delivered to 

the Investor, in substantially the form attached hereto as Annex B-1, releasing the 

Investor from any claims that the Company may otherwise have as a result of (A) any 

modifications to the terms of any compensation, retention award, bonus, incentive and 

other benefit plans, arrangements and agreements (including golden parachutes, 

severance and employment agreements) (collectively, “Benefit Plans”) to eliminate any 

provisions that would not be in compliance with the executive compensation and 

corporate governance requirements of Section 111 of the Emergency Economic 

Stabilization Act of 2008, Public Law No. 110-343, effective as of October 3, 2008, (the 

Emergency Economic Stabilization Act of 2008, as amended by Section 7000 et al. of 

Division A, Title VII of the American Recovery and Reinvestment Act of 2009, Public 

Law No. 111-5, effective as of February 17, 2009, as may be further amended and in 

effect from time to time shall be referred to herein as “EESA”) or EESA Guidance. 

“EESA Guidance” means any guidance or regulation under EESA or rule promulgated 

pursuant thereto or the Capital Purchase Program that has been issued and is in effect as 

of the Closing Date or issued from time to time thereafter, including the rules set forth in 

31 CFR Part 30. 

(v) a waiver shall have been duly executed by each of the Senior Executive 

Officers and delivered to the Investor, in substantially the form attached hereto as Annex

B-2, releasing the Investor from any claims that any Senior Executive Officer may 

otherwise have as a result of any modifications to the terms of any Benefit Plans, 

arrangements and agreements to eliminate any provisions that would not be in 

compliance with the executive compensation and corporate governance requirements of 

Section 111 of the EESA or any EESA Guidance (“Senior Executive Officers” means the 

Company’s “senior executive officers” as defined in the EESA or any EESA Guidance); 
4 

(vi) a consent and waiver shall have been duly executed by each Senior 

Executive Officer and delivered to the Company (with a copy to the Investor), in 

substantially the form attached hereto as Annex B-3, releasing the Company from any 

claims that any Senior Executive Officer may otherwise have as a result of any 

modification of the terms of any Benefit Plans, arrangements and agreements to eliminate 

any provisions that would not be in compliance with the executive compensation and 

corporate governance requirements of Section 111 of the EESA or any EESA Guidance; 

(vii) a waiver shall have been duly executed by each of the Company’s top 20 

most highly compensated employees (other than the Senior Executive Officers) as 

determined under the requirements of Section 111 of the EESA or any EESA Guidance 

(such employees, the “Senior Employees”) and delivered to the Investor, in substantially 

the form attached hereto as Annex B-4, releasing the Investor from any claims that any 

Senior Employees may otherwise have as a result of the Company’s failure to pay or 

accrue any bonus, retention award or incentive compensation as a result of any action 

referenced in this Agreement; 

(viii) a consent and waiver shall have been duly executed by each Senior 

Employee and delivered to the Company (with a copy to the Investor), in substantially 

the form attached hereto as Annex B-5, releasing the Company from any claims that any 

Senior Employee may otherwise have as a result of the Company’s failure to pay or 

accrue any bonus, retention award or incentive compensation as a result of any action 

referenced in this Agreement; 

(ix) a waiver shall have been duly executed by FIM Holdings LLC and GM 

Finance Co. Holdings LLC in the form attached hereto as Annex B-6 and delivered to the 

Investor and the Company waiving each of their preemptive right to purchase additional 

Common Membership Interests; 

(x) the Company shall have delivered to the Investor a written opinion from 

counsel to the Company (which may be internal counsel), addressed to the Investor and 

dated as of the Closing Date, in substantially the form attached hereto as Annex C; 

(xi) the Company shall have delivered evidence of certificates in book-entry 

form, evidencing the Convertible Preferred Interests to Investor or its designee(s); and 

(xii) the Company shall have duly executed the Warrant in substantially the 

form attached hereto as Annex D and delivered such executed Warrant to the Investor or 

its designee(s); 

provided, however, the Company shall be deemed to have met the requirements of Sections 

1.2(d)(v), (vi), (vii) and (viii) with respect to any Senior Executive Officer or Senior Employee 

who has provided a waiver to the Investor in connection with the Securities Purchase Agreement 

– Standard Terms dated December 29, 2008 between the Investor and the Company. 

1.3 Interpretation. When a reference is made in this Agreement to “Recitals,” 

“Articles,” “Sections,” or “Annexes” such reference shall be to a Recital, Article or Section of, 
5 

or Annex to, this Securities Purchase Agreement – Standard Terms, and a reference to 

“Schedules” shall be to a Schedule to the Letter Agreement, in each case, unless otherwise 

indicated. The terms defined in the singular have a comparable meaning when used in the plural, 

and vice versa. References to “herein”, “hereof”, “hereunder” and the like refer to this 

Agreement as a whole and not to any particular section or provision, unless the context requires 

otherwise. The table of contents and headings contained in this Agreement are for reference 

purposes only and are not part of this Agreement. Whenever the words “include,” “includes” or 

“including” are used in this Agreement, they shall be deemed followed by the words “without 

limitation.” No rule of construction against the draftsperson shall be applied in connection with 

the interpretation or enforcement of this Agreement, as this Agreement is the product of 

negotiation between sophisticated parties advised by counsel. All references to “$” or “dollars” 

mean the lawful currency of the United States of America. Except as expressly stated in this 

Agreement, all references to any statute, rule or regulation are to the statute, rule or regulation as 

amended, modified, supplemented or replaced from time to time (and, in the case of statutes, 

include any rules and regulations promulgated under the statute) and to any section of any 

statute, rule or regulation include any successor to the section. References to a “business day”

shall mean any day except Saturday, Sunday and any day on which banking institutions in the 

State of New York generally are authorized or required by law or other governmental actions to 

close. 

Article II 

Representations and Warranties 

2.1 Disclosure. 

(a) On or prior to the Signing Date, the Company delivered to the Investor a schedule 

(“Disclosure Schedule”) setting forth, among other things, items the disclosure of which is 

necessary or appropriate either in response to an express disclosure requirement contained in a 

provision hereof or as an exception to one or more representations or warranties contained in 

Section 2.2. 

(b) “Company Material Adverse Effect” means a material adverse effect on (i) the 

business, results of operation or financial condition of the Company and its consolidated 

subsidiaries taken as a whole; provided, however, that Company Material Adverse Effect shall 

not be deemed to include the effects of (A) changes after the date of the Letter Agreement (the 

“Signing Date”) in general business, economic or market conditions (including changes 

generally in prevailing interest rates, credit availability and liquidity, currency exchange rates 

and price levels or trading volumes in the United States or foreign securities or credit markets), 

or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in 

each case generally affecting the industries in which the Company and its subsidiaries operate, 

(B) changes or proposed changes after the Signing Date in generally accepted accounting 

principles in the United States (“GAAP”) or regulatory accounting requirements, or authoritative 

interpretations thereof, or (C) changes or proposed changes after the Signing Date in securities, 

banking and other laws of general applicability or related policies or interpretations of 

Governmental Entities (in the case of each of these clauses (A), (B) and (C), other than changes 

or occurrences to the extent that such changes or occurrences have or would reasonably be 

expected to have a materially disproportionate adverse effect on the Company and its 
6 

consolidated subsidiaries taken as a whole relative to comparable U.S. banking or financial 

services organizations); or (ii) the ability of the Company to consummate the Purchase and other 

transactions contemplated by this Agreement and the Warrant and perform its obligations 

hereunder or thereunder on a timely basis. 

(c) “Previously Disclosed” means information set forth on the Disclosure Schedule, 

provided, however, that disclosure in any section of such Disclosure Schedule shall apply only to 

the indicated section of this Agreement except to the extent that it is reasonably apparent from 

the face of such disclosure that such disclosure is relevant to another section of this Agreement. 

2.2 Representations and Warranties of the Company. Except as Previously Disclosed, 

the Company represents and warrants to the Investor that as of the Signing Date and as of the 

Closing Date (or such other date specified herein): 

(a) Organization, Authority and Significant Subsidiaries. The Company has been 

duly formed and is validly existing as a limited liability company in good standing under the 

laws of its jurisdiction of organization, with the necessary power and authority to own its 

properties and conduct its business in all material respects as currently conducted, and except as 

has not, individually or in the aggregate, had and would not reasonably be expected to have a 

Company Material Adverse Effect, has been duly qualified as a foreign entity for the transaction 

of business and is in good standing under the laws of each other jurisdiction in which it owns or 

leases properties or conducts any business so as to require such qualification; each subsidiary of 

the Company that would be considered a “significant subsidiary” within the meaning of Rule 1-

02(w) of Regulation S-X under the Securities Act of 1933 (the “Securities Act”), has been duly 

organized and is validly existing in good standing under the laws of its jurisdiction of 

organization. The LLC Agreement and all amendments thereto, copies of which have been 

provided to the Investor prior to the Signing Date, are true, complete and correct copies of such 

documents as in full force and effect as of the Signing Date. 

(b) Capitalization. The outstanding membership interests of the Company (including 

securities convertible into, or exercisable or exchangeable for, equity securities of the Company) 

as of the most recent fiscal month-end preceding the Signing Date (the “Capitalization Date”) is 

set forth on Schedule B. The outstanding membership interests of the Company have been duly 

authorized and are validly issued and outstanding and were not issued in violation of any 

preemptive rights. As of the Signing Date, the Company does not have outstanding any 

securities or other obligations providing the holder the right to acquire its Membership Interests 

(“Membership Interests”) that are not reserved for issuance as specified on Schedule B, and the 

Company has not made any other commitment to authorize, issue or sell any Membership 

Interests. Since the Capitalization Date, the Company has not issued any Membership Interests, 

other than (i) the Membership Interests issued upon the exercise of options or delivered under 

other equity-based awards or other convertible securities or warrants which were issued and 

outstanding on the Capitalization Date and disclosed on Schedule B and (ii) Membership 

Interests disclosed on Schedule B. Each holder of 5% or more of any class of equity securities of 

the Company and such holder’s primary address are set forth on Schedule B. 

(c) Convertible Preferred Interests. The Convertible Preferred Interests have been 

duly and validly authorized, and, when issued and delivered pursuant to this Agreement and 
7 

upon exercise of the Warrant, such Convertible Preferred Interests will be duly and validly 

issued, will not be issued in violation of any preemptive rights, and will rank pari passu with or 

senior to all other series or classes of Preferred Membership Interests of the Company, whether 

or not issued or outstanding, with respect to distribution rights and the distribution of assets in 

the event of any dissolution, liquidation or winding up of the Company. 

(d) The Warrant. The Warrant has been duly authorized and, when executed and 

delivered as contemplated hereby, will constitute a valid and legally binding obligation of the 

Company enforceable against the Company in accordance with its terms, except as the same may 

be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 

affecting the enforcement of creditors’ rights generally and general equitable principles, 

regardless of whether such enforceability is considered in a proceeding at law or in equity 

(“Bankruptcy Exceptions”). 

(e) Authorization, Enforceability. 

(i) The Company has the requisite power and authority to execute and deliver 

this Agreement and the Warrant and to carry out its obligations hereunder and thereunder 

(which includes the issuance of the Convertible Preferred Interests and Warrant). The 

execution, delivery and performance by the Company of this Agreement and the Warrant 

and the consummation of the transactions contemplated hereby and thereby have been 

duly authorized by all necessary company action on the part of the Company and its 

members, and no further approval or authorization is required on the part of the 

Company. This Agreement is a valid and binding obligation of the Company enforceable 

against the Company in accordance with its terms, subject to the Bankruptcy Exceptions. 

(ii) The execution, delivery and performance by the Company of this 

Agreement and the Warrant and the consummation of the transactions contemplated 

hereby and thereby and compliance by the Company with the provisions hereof and 

thereof, will not (A) violate, conflict with, or result in a breach of any provision of, or 

constitute a default (or an event which, with notice or lapse of time or both, would 

constitute a default) under, or result in the termination of, or accelerate the performance 

required by, or result in a right of termination or acceleration of, or result in the creation 

of, any lien, security interest, charge or encumbrance upon any of the properties or assets 

of the Company or any subsidiary of the Company (each a “Company Subsidiary” and, 

collectively, the “Company Subsidiaries”) under any of the terms, conditions or 

provisions of (i) its organizational documents or (ii) any note, bond, mortgage, indenture, 

deed of trust, license, lease, agreement or other instrument or obligation to which the 

Company or any Company Subsidiary is a party or by which it or any Company 

Subsidiary may be bound, or to which the Company or any Company Subsidiary or any 

of the properties or assets of the Company or any Company Subsidiary may be subject, or 

(B) subject to compliance with the statutes and regulations referred to in the next 

paragraph, violate any statute, rule or regulation or any judgment, ruling, order, writ, 

injunction or decree applicable to the Company or any Company Subsidiary or any of 

their respective properties or assets except, in the case of clauses (A)(ii) and (B), for 

those occurrences that, individually or in the aggregate, have not had and would not 

reasonably be expected to have a Company Material Adverse Effect. 
8 

(iii) Other than such filings and approvals as are required to be made or 

obtained under any state “blue sky” laws and such as have been made or obtained, no 

notice to, filing with, exemption or review by, or authorization, consent or approval of, 

any Governmental Entity is required to be made or obtained by the Company in 

connection with the consummation by the Company of the Purchase except for any such 

notices, filings, exemptions, reviews, authorizations, consents and approvals the failure of 

which to make or obtain would not, individually or in the aggregate, reasonably be 

expected to have a Company Material Adverse Effect. 

(f) Anti-takeover Provisions and Rights Plan. The Board of Managers of the 

Company (the “Board of Managers”) has taken all necessary action to ensure that the 

transactions contemplated by this Agreement and the Warrant and the consummation of the 

transactions contemplated hereby and thereby, including the exercise of the Warrant in 

accordance with its terms, will be exempt from any anti-takeover or similar provisions of the 

Company’s LLC Agreement, and any other provisions of any applicable “moratorium”, “control 

share”, “fair price”, “interested stockholder” or other anti-takeover laws and regulations of any 

jurisdiction. 

(g) No Company Material Adverse Effect. Since the last day of the last completed 

fiscal period for which financial statements are included in the Company Financial Statements 

(as defined below), no fact, circumstance, event, change, occurrence, condition or development 

has occurred that, individually or in the aggregate, has had or would reasonably be expected to 

have a Company Material Adverse Effect. 

(h) Company Financial Statements. The Company has Previously Disclosed each of 

the consolidated financial statements of the Company and its consolidated subsidiaries for each 

of the last three completed fiscal years of the Company (which shall be audited to the extent 

audited financial statements are available prior to the Signing Date) and each completed 

quarterly period since the last completed fiscal year (collectively the “Company Financial 

Statements”). The Company Financial Statements present fairly in all material respects the 

consolidated financial position of the Company and its consolidated subsidiaries as of the dates 

indicated therein and the consolidated results of their operations for the periods specified therein; 

and except as stated therein, such financial statements (A) were prepared in conformity with 

GAAP applied on a consistent basis (except as may be noted therein) and (B) have been prepared 

from, and are in accordance with, the books and records of the Company and the Company 

Subsidiaries. 

(i) Reports. 

(i) Since December 31, 2006, the Company and each Company Subsidiary 

has filed all reports, registrations, documents, filings, statements and submissions, 

together with any amendments thereto, that it was required to file with any Governmental 

Entity (the foregoing, collectively, the “Company Reports”) and has paid all fees and 

assessments due and payable in connection therewith, except, in each case, as would not, 

individually or in the aggregate, reasonably be expected to have a Company Material 

Adverse Effect. As of their respective dates of filing, the Company Reports complied in 
9 

all material respects with all statutes and applicable rules and regulations of the 

applicable Governmental Entities. 

(ii) The records, systems, controls, data and information of the Company and 

the Company Subsidiaries are recorded, stored, maintained and operated under means 

(including any electronic, mechanical or photographic process, whether computerized or 

not) that are under the exclusive ownership and direct control of the Company or the 

Company Subsidiaries or their accountants (including all means of access thereto and 

therefrom), except for any non-exclusive ownership and non-direct control that would not 

reasonably be expected to have a material adverse effect on the system of internal 

accounting controls described below in this Section 2.2(i)(ii). The Company (A) has 

implemented and maintains adequate disclosure controls and procedures to ensure that 

material information relating to the Company, including the consolidated Company 

Subsidiaries, is made known to the chief executive officer and the chief financial officer 

of the Company by others within those entities, and (B) has disclosed, based on its most 

recent evaluation prior to the Signing Date, to the Company’s outside auditors and the 

audit committee of the Board of Managers (x) any significant deficiencies and material 

weaknesses in the design or operation of internal controls that are reasonably likely to 

adversely affect the Company’s ability to record, process, summarize and report financial 

information and (y) any fraud, whether or not material, that involves management or 

other employees who have a significant role in the Company’s internal controls over 

financial reporting. 

(j) No Undisclosed Liabilities. Neither the Company nor any of the Company 

Subsidiaries has any liabilities or obligations of any nature (absolute, accrued, contingent or 

otherwise) which are not properly reflected or reserved against in the Company Financial 

Statements to the extent required to be so reflected or reserved against in accordance with 

GAAP, except for (A) liabilities that have arisen since the last fiscal year end in the ordinary and 

usual course of business and consistent with past practice and (B) liabilities that, individually or 

in the aggregate, have not had and would not reasonably be expected to have a Company 

Material Adverse Effect. 

(k) Offering of Securities. Neither the Company nor any person acting on its behalf 

has taken any action (including any offering of any securities of the Company under 

circumstances which would require the integration of such offering with the offering of any of 

the Purchased Securities under the Securities Act, and the rules and regulations of the Securities 

and Exchange Commission (the “SEC”) promulgated thereunder), which might subject the 

offering, issuance or sale of any of the Purchased Securities to Investor pursuant to this 

Agreement to the registration requirements of the Securities Act. 

(l) Litigation and Other Proceedings. Except (i) as set forth on Schedule C or (ii) as 

would not, individually or in the aggregate, reasonably be expected to have a Company Material 

Adverse Effect, there is no (A) pending or, to the knowledge of the Company, threatened, claim, 

action, suit, investigation or proceeding, against the Company or any Company Subsidiary or to 

which any of their assets are subject nor is the Company or any Company Subsidiary subject to 

any order, judgment or decree or (B) unresolved violation, criticism or exception by any 
10 

Governmental Entity with respect to any report or relating to any examinations or inspections of 

the Company or any Company Subsidiaries. 

(m) Compliance with Laws. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect, the Company and the 

Company Subsidiaries have all permits, licenses, franchises, authorizations, orders and approvals 

of, and have made all filings, applications and registrations with, Governmental Entities that are 

required in order to permit them to own or lease their properties and assets and to carry on their 

business as presently conducted and that are material to the business of the Company or such 

Company Subsidiary. Except as set forth on Schedule D, the Company and the Company 

Subsidiaries have complied in all respects and are not in default or violation of, and none of them 

is, to the knowledge of the Company, under investigation with respect to or, to the knowledge of 

the Company, have been threatened to be charged with or given notice of any violation of, any 

applicable domestic (federal, state or local) or foreign law, statute, ordinance, license, rule, 

regulation, policy or guideline, order, demand, writ, injunction, decree or judgment of any 

Governmental Entity, other than such noncompliance, defaults or violations that would not, 

individually or in the aggregate, reasonably be expected to have a Company Material Adverse 

Effect. Except for statutory or regulatory restrictions of general application or as set forth on 

Schedule D, no Governmental Entity has placed any restriction on the business or properties of 

the Company or any Company Subsidiary that would, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect. 

(n) Employee Benefit Matters. Except as would not reasonably be expected to have, 

either individually or in the aggregate, a Company Material Adverse Effect: (A) each “employee 

benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security 

Act of 1974, as amended (“ERISA”)) providing benefits to any current or former employee, 

officer or director of the Company or any member of its “Controlled Group” (defined as any 

organization which is a member of a controlled group of corporations within the meaning of 

Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) that is sponsored, 

maintained or contributed to by the Company or any member of its Controlled Group and for 

which the Company or any member of its Controlled Group would have any liability, whether 

actual or contingent (each, a “Plan”) has been maintained in compliance with its terms and with 

the requirements of all applicable statutes, rules and regulations, including ERISA and the Code; 

(B) with respect to each Plan subject to Title IV of ERISA (including, for purposes of this clause 

(B), any plan subject to Title IV of ERISA that the Company or any member of its Controlled 

Group previously maintained or contributed to in the six years prior to the Signing Date), (1) no 

“reportable event” (within the meaning of Section 4043(c) of ERISA), other than a reportable 

event for which the notice period referred to in Section 4043(c) of ERISA has been waived, has 

occurred in the three years prior to the Signing Date or is reasonably expected to occur, (2) no 

“accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 

of the Code), whether or not waived, has occurred in the three years prior to the Signing Date or 

is reasonably expected to occur, (3) the fair market value of the assets under each Plan exceeds 

the present value of all benefits accrued under such Plan (determined based on the assumptions 

used to fund such Plan) and (4) neither the Company nor any member of its Controlled Group 

has incurred in the six years prior to the Signing Date, or reasonably expects to incur, any 

liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC 

in the ordinary course and without default) in respect of a Plan (including any Plan that is a 
11 

“multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA); and (C) each Plan 

that is intended to be qualified under Section 401(a) of the Code has received a favorable 

determination letter from the Internal Revenue Service with respect to its qualified status that has 

not been revoked, or such a determination letter has been timely applied for but not received by 

the Signing Date, and nothing has occurred, whether by action or by failure to act, which could 

reasonably be expected to cause the loss, revocation or denial of such qualified status or 

favorable determination letter. 

(o) Taxes. Except as would not, individually or in the aggregate, reasonably be 

expected to have a Company Material Adverse Effect, (i) the Company and the Company 

Subsidiaries have filed all federal, state, local and foreign income and franchise Tax returns 

required to be filed through the Signing Date, subject to permitted extensions, and have paid all 

Taxes due thereon, and (ii) no Tax deficiency has been determined adversely to the Company or 

any of the Company Subsidiaries, nor does the Company have any knowledge of any Tax 

deficiencies. “Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, 

property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or 

add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, 

governmental fee or other like assessment or charge of any kind whatsoever, together with any 

interest or penalty, imposed by any Governmental Entity. 

(p) Properties and Leases. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect, the Company and the 

Company Subsidiaries have good and marketable title to all real properties and all other 

properties and assets owned by them, in each case free from liens, encumbrances, claims and 

defects that would affect the value thereof or interfere with the use made or to be made thereof 

by them. Except as would not, individually or in the aggregate, reasonably be expected to have a 

Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased 

real or personal property under valid and enforceable leases with no exceptions that would 

interfere with the use made or to be made thereof by them. 

(q) Environmental Liability. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect: 

(i) there is no legal, administrative, or other proceeding, claim or action of 

any nature seeking to impose, or that would reasonably be expected to result in the 

imposition of, on the Company or any Company Subsidiary, any liability relating to the 

release of hazardous substances as defined under any local, state or federal environmental 

statute, regulation or ordinance, including the Comprehensive Environmental Response, 

Compensation and Liability Act of 1980, pending or, to the Company’s knowledge, 

threatened against the Company or any Company Subsidiary; 

(ii) to the Company’s knowledge, there is no reasonable basis for any such 

proceeding, claim or action; and 

(iii) neither the Company nor any Company Subsidiary is subject to any 

agreement, order, judgment or decree by or with any court, Governmental Entity or third 

party imposing any such environmental liability. 
12 

(r) Risk Management Instruments. Except as would not, individually or in the 

aggregate, reasonably be expected to have a Company Material Adverse Effect, all derivative 

instruments, including, swaps, caps, floors and option agreements, whether entered into for the 

Company’s own account, or for the account of one or more of the Company Subsidiaries or its or 

their customers, were entered into (i) only in the ordinary course of business, (ii) in accordance 

with prudent practices and in all material respects with all applicable laws, rules, regulations and 

regulatory policies and (iii) with counterparties believed to be financially responsible at the time; 

and each of such instruments constitutes the valid and legally binding obligation of the Company 

or one of the Company Subsidiaries, enforceable in accordance with its terms, except as may be 

limited by the Bankruptcy Exceptions. Neither the Company or the Company Subsidiaries, nor, 

to the knowledge of the Company, any other party thereto, is in breach of any of its obligations 

under any such agreement or arrangement other than such breaches that would not, individually 

or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. 

(s) Agreements with Regulatory Agencies. Except as set forth on Schedule E, neither 

the Company nor any Company Subsidiary is subject to any material cease-and-desist or other 

similar order or enforcement action issued by, or is a party to any material written agreement, 

consent agreement or memorandum of understanding with, or is a party to any commitment letter 

or similar undertaking to, or is subject to any capital directive by, or since December 31, 2006, 

has adopted any board resolutions at the request of, any Governmental Entity (other than the 

Appropriate Federal Banking Agencies with jurisdiction over the Company and the Company 

Subsidiaries) that currently restricts in any material respect the conduct of its business or that in 

any material manner relates to its capital adequacy, its liquidity and funding policies and 

practices, its ability to pay distributions, its credit, risk management or compliance policies or 

procedures, its internal controls, its management or its operations or business (each item in this 

sentence, a “Regulatory Agreement”), nor has the Company or any Company Subsidiary been 

advised since December 31, 2006 by any such Governmental Entity that it is considering issuing, 

initiating, ordering, or requesting any such Regulatory Agreement. The Company and each 

Company Subsidiary are in compliance in all material respects with each Regulatory Agreement 

to which it is party or subject, and neither the Company nor any Company Subsidiary has 

received any notice from any Governmental Entity indicating that either the Company or any 

Company Subsidiary is not in compliance in all material respects with any such Regulatory 

Agreement. “Appropriate Federal Banking Agency” means the “appropriate Federal banking 

agency” with respect to the Company or such Company Subsidiaries, as applicable, as defined in 

Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)). 

(t) Insurance. The Company and the Company Subsidiaries are insured with 

reputable insurers against such risks and in such amounts as the management of the Company 

reasonably has determined to be prudent and consistent with industry practice. The Company 

and the Company Subsidiaries are in material compliance with their insurance policies and are 

not in default under any of the material terms thereof, each such policy is outstanding and in full 

force and effect, all premiums and other payments due under any material policy have been paid, 

and all claims thereunder have been filed in due and timely fashion, except, in each case, as 

would not, individually or in the aggregate, reasonably be expected to have a Company Material 

Adverse Effect. 
13 

(u) Intellectual Property. Except as would not, individually or in the aggregate, 

reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each 

Company Subsidiary owns or otherwise has the right to use, all intellectual property rights, 

including all trademarks, trade dress, trade names, service marks, domain names, patents, 

inventions, trade secrets, know-how, works of authorship and copyrights therein, that are used in 

the conduct of their existing businesses and all rights relating to the plans, design and 

specifications of any of its branch facilities (“Proprietary Rights”) free and clear of all liens and 

any claims of ownership by current or former employees, contractors, designers or others and (ii) 

neither the Company nor any of the Company Subsidiaries is materially infringing, diluting, 

misappropriating or violating, nor has the Company or any or the Company Subsidiaries received 

any written (or, to the knowledge of the Company, oral) communications alleging that any of 

them has materially infringed, diluted, misappropriated or violated, any of the Proprietary Rights 

owned by any other person. Except as would not, individually or in the aggregate, reasonably be 

expected to have a Company Material Adverse Effect, to the Company’s knowledge, no other 

person is infringing, diluting, misappropriating or violating, nor has the Company or any or the 

Company Subsidiaries sent any written communications since January 1, 2006 alleging that any 

person has infringed, diluted, misappropriated or violated, any of the Proprietary Rights owned 

by the Company and the Company Subsidiaries. 

(v) Brokers and Finders. No broker, finder or investment banker is entitled to any 

financial advisory, brokerage, finder’s or other fee or commission in connection with this 

Agreement or the Warrant or the transactions contemplated hereby or thereby based upon 

arrangements made by or on behalf of the Company or any Company Subsidiary for which the 

Investor could have any liability. 

(w) Bank Holding Company. The Company is a duly registered bank holding 

company under the Bank Holding Company Act of 1956, as amended, and the regulations of the 

Board of Governors of the Federal Reserve System (the “Federal Reserve”), and the deposit 

accounts of the Company’s subsidiary depository institutions are insured by the Federal Deposit 

Insurance Corporation to the fullest extent permitted by law and the rules and regulations of the 

FDIC, and no proceeding for the termination of such insurance are pending or, to the knowledge 

of the Company after due inquiry, threatened. 

(x) Certain Other Transactions. Prior to the execution of this Agreement, the 

Company entered into a Master Auto Finance Agreement Term Sheet with Chrysler LLC, 

pursuant to which the Company will provide certain retail and wholesale financing for the 

Chrysler dealer network on the terms and subject to the conditions set forth therein. 

Article III 

Covenants 

3.1 Commercially Reasonable Efforts. Subject to the terms and conditions of this 

Agreement, each of the parties will use its commercially reasonable efforts in good faith to take, 

or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or 

desirable, or advisable under applicable laws, so as to permit consummation of the Purchase as 

promptly as practicable and otherwise to enable consummation of the transactions contemplated 
14 

hereby and shall use commercially reasonable efforts to cooperate with the other party to that 

end. 

3.2 Expenses. Unless otherwise provided in this Agreement or the Warrant, each of 

the parties hereto will bear and pay all costs and expenses incurred by it or on its behalf in 

connection with the transactions contemplated under this Agreement and the Warrant, including 

fees and expenses of its own financial or other consultants, investment bankers, accountants and 

counsel. 

3.3 Sufficiency of Authorized Convertible Preferred Interests; Exchange Listing. 

(a) During the period from the Closing Date until the date on which the Warrant has 

been fully exercised, the Company shall at all times have reserved for issuance, free of 

preemptive or similar rights, a sufficient number of authorized and unissued Convertible 

Preferred Interests to effectuate such exercise. 

(b) If the Company lists its Membership Interests on any national securities exchange, 

the Company shall, if requested by the Investor, promptly use its reasonable best efforts to cause 

the Convertible Preferred Interests and the underlying Common Membership Interests to be 

approved for listing on a national securities exchange as promptly as practicable following such 

request. 

3.4 Certain Notifications Until Closing. From the Signing Date until the Closing, the 

Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is 

aware and which would reasonably be expected to cause any representation or warranty of the 

Company contained in this Agreement to be untrue or inaccurate in any material respect or to 

cause any covenant or agreement of the Company contained in this Agreement not to be 

complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any 

fact, circumstance, event, change, occurrence, condition or development of which the Company 

is aware and which, individually or in the aggregate, has had or would reasonably be expected to 

have a Company Material Adverse Effect; provided, however, that delivery of any notice 

pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the 

Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a 

breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied 

unless the underlying Company Material Adverse Effect or material breach would independently 

result in the failure of a condition set forth in Section 1.2 to be satisfied. 

3.5 Access, Information and Confidentiality. 

(a) From the Signing Date until the date when the Investor holds an amount of 

Convertible Preferred Interests having an aggregate capital amount of less than 10% of the 

Purchase Price (or holds Common Membership Interests issued pursuant to the conversion of 

Convertible Preferred Interests having an aggregate capital amount of less than 10% of the 

Purchase Price), the Company and each of its direct and indirect subsidiaries shall permit the (i) 

Investor and its agents, consultants, contractors and advisors acting through the Appropriate 

Federal Banking Agency, or otherwise, (ii) the Special Inspector General of the Troubled Asset 

Relief Program, and (iii) the Comptroller General of the United States access to personnel and 
15 

any books, papers, records or other data in each case to the extent relevant to ascertaining 

compliance with the financing terms and conditions, to make copies thereof and discuss the 

affairs, finances and accounts of the Company. The Investor represents that it has been informed 

by the Special Inspector General of the Troubled Asset Relief Program and the Comptroller 

General of the United States that they, before making any request for access or information 

relating to an audit, will establish a protocol to avoid, to the extent reasonably possible, 

duplicative requests. Nothing in this section shall be construed to limit the authority that the 

Special Inspector General of the Troubled Asset Relief Program or the Comptroller General of 

the United States have under law. The Company and the Investor further agree that all out-ofpocket costs and expenses incurred by the Investor in connection with the Investor's or Special 

Inspector General of the Troubled Assets Relief Program's activities pursuant to this Section 

3.5(a) shall be paid by the Company. 

(b) From the Signing Date until the date on which all of the Convertible Preferred 

Interests have been redeemed in whole or converted to Common Membership Interests, the 

Company will deliver, or will cause to be delivered, to the Investor: 

(i) as soon as available after the end of each fiscal year of the Company, and 

in any event within 90 days thereafter, a consolidated balance sheet of the Company as of 

the end of such fiscal year, and consolidated statements of income, retained earnings and 

cash flows of the Company for such year, in each case prepared in accordance with 

GAAP and setting forth in each case in comparative form the figures for the previous 

fiscal year of the Company, and which shall be audited to the extent audited financial 

statements are available; 

(ii) as soon as available after the end of the first, second and third quarterly 

periods in each fiscal year of the Company, a copy of any quarterly reports provided to 

other members of the Company or Company management; 

(iii) within fifteen (15) days after the conclusion of each calendar month the 

Company shall deliver to the Investor a certification signed by the principal executive 

officer (or person acting in similar capacity) of the Company that (i) the Expense Policy 

(as defined in 4.11(c)(i) of this Agreement) conforms to the requirements set forth herein; 

(ii) the Company and its Subsidiaries are in compliance with the Expense Policy; and (iii) 

there have been no material amendments to the Expense Policy or deviations from the 

Expense Policy other than those that have been disclosed to and approved by the 

Investor; and 

(iv) within fifteen (15) days after the conclusion of each calendar month the 

Company shall deliver to the Investor a certification signed by a principal executive 

officer (or person acting in similar capacity) of the Company that all Benefit Plans with 

respect to Senior Executive Officers are in compliance with the covenants made under 

Sections 4.11(a)(i)(A), (C), (D), (E) and (F) of this Agreement. 

(c) The Investor will use reasonable best efforts to hold, and will use reasonable best 

efforts to cause its agents, consultants, contractors and advisors, and United States executive 

branch officials and employees, to hold (or abide by such other reasonable confidentiality 
16 

protections as may be agreed to between the Company and the Special Inspector General and/or 

Comptroller General), in confidence all nonpublic records, books, contracts, instruments, 

computer data and other data and information (collectively, “Information”) concerning the 

Company furnished or made available to it by the Company or its representatives pursuant to this 

Agreement (except to the extent that such information can be shown to have been (i) previously 

known by such party on a non-confidential basis, (ii) in the public domain through no fault of 

such party or (iii) later lawfully acquired from other sources by the party to which it was 

furnished (and without violation of any other confidentiality obligation)); provided that nothing 

herein shall prevent the Investor from disclosing any Information to the extent required by 

applicable laws or regulations or by any subpoena or similar legal process. The Investor 

understands that the Information may contain commercially sensitive confidential information 

entitled to an exception from the Freedom of Information Act request. 

(d) The Investor’s information rights pursuant to Section 3.5(b) may be assigned by 

the Investor to a transferee or assignee of the Purchased Securities with a capital amount no less 

than an amount equal to 2% of the initial aggregate capital amount of the Convertible Preferred 

Interests. 

Article IV 

Additional Agreements 

4.1 Purchase for Investment. The Investor acknowledges that the Purchased 

Securities and the Common Membership Interests underlying the Purchased Securities have not 

been registered under the Securities Act or under any state securities laws. The Investor (a) is 

acquiring the Purchased Securities pursuant to an exemption from registration under the 

Securities Act solely for investment with no present intention to distribute them to any person in 

violation of the Securities Act or any applicable U.S. state securities laws, (b) will not sell or 

otherwise dispose of any of the Purchased Securities or the Common Membership Interests 

underlying the Purchased Securities, except in compliance with the registration requirements or 

exemption provisions of the Securities Act and any applicable U.S. state securities laws, and (c) 

has such knowledge and experience in financial and business matters and in investments of this 

type that it is capable of evaluating the merits and risks of the Purchase and of making an 

informed investment decision. 

4.2 Legends. 

(a) The Investor agrees that all certificates or other instruments representing the 

Warrant will bear a legend substantially to the following effect: 

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE 

SECURITIES LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD 

OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION 

STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND 

APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION 

FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 
17 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE 

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT 

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH 

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE 

WITH SAID AGREEMENT WILL BE VOID.” 

(b) In addition, the Investor agrees that all certificates or other instruments 

representing the Convertible Preferred Interests and the Common Membership Interests 

underlying the Convertible Preferred Interests will bear a legend substantially to the following 

effect: 

“THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS 

ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT 

INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY 

OTHER GOVERNMENTAL AGENCY. 

THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN 

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE 

“SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE AND MAY 

NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE 

A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER 

SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO 

AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR SUCH LAWS. 

EACH PURCHASER OF THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE RELYING ON THE 

EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 

144A THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED 

BY THIS INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT 

IT IS A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A 

UNDER THE SECURITIES ACT), (2) AGREES THAT IT WILL NOT OFFER, SELL 

OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS 

INSTRUMENT EXCEPT (A) PURSUANT TO A REGISTRATION STATEMENT 

WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT, (B) FOR SO LONG 

AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE ELIGIBLE 

FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY 

BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 

144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN 

ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER 

TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN 

RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY 

OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION 

REQUIREMENTS OF THE SECURITIES ACT AND (3) AGREES THAT IT WILL 

GIVE TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY THIS 
18 

INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE 

EFFECT OF THIS LEGEND. 

THIS INSTRUMENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON 

TRANSFER AND OTHER PROVISIONS OF A SECURITIES PURCHASE 

AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE 

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE 

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT 

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH 

SAID AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE 

WITH SAID AGREEMENT WILL BE VOID.” 

(c) In the event that any Purchased Securities or Common Membership Interests 

underlying Purchased Securities (i) become registered under the Securities Act or (ii) are eligible 

to be transferred without restriction in accordance with Rule 144 or another exemption from 

registration under the Securities Act (other than Rule 144A), the Company shall issue new 

certificates or other instruments representing such Purchased Securities or Common Membership 

Interests underlying Purchased Securities, which shall not contain the applicable legends in 

Sections 4.2(a) and (b) above; provided that the Investor surrenders to the Company the 

previously issued certificates or other instruments. 

4.3 Certain Transactions. The Company will not merge or consolidate with, or sell, 

transfer or lease all or substantially all of its property or assets to, any other party unless the 

successor, transferee or lessee party (or its ultimate parent entity), as the case may be (if not the 

Company), expressly assumes the due and punctual performance and observance of each and 

every covenant, agreement and condition of this Agreement to be performed and observed by the 

Company. 

4.4 Transfer of Purchased Securities; Restrictions on Exercise of the Warrant. 

Subject to compliance with applicable securities laws, the Investor shall be permitted to transfer, 

sell, assign or otherwise dispose of (“Transfer”) all or a portion of the Purchased Securities and 

Common Membership Interests underlying the Purchased Securities at any time, and the 

Company shall take all steps as may be reasonably requested by the Investor to facilitate the 

Transfer of the Purchased Securities and the Common Membership Interests underlying the 

Purchased Securities; provided that on or prior to December 29, 2009, the Investor shall use its 

best efforts not to Transfer any Purchased Securities or Common Membership Interests 

underlying the Purchased Securities if, prior to a conversion of the Company into a corporation 

or the listing of the Company’s membership interests on a national securities exchange, such 

Transfer would be in violation of Section 9.5 of the LLC Agreement, and in furtherance thereof, 

shall use its best efforts to qualify any such Transfer of the Purchased Securities or Common 

Membership Interests underlying Purchased Securities within the exception in Treasury 

Regulation Section 1.7704-1(e)(1)(vi) for block transfers (as defined in Treasury Regulation 

Section 1.7704-1(e)(2)). In furtherance of the foregoing, the Company shall provide reasonable 

cooperation to facilitate any Transfers of the Purchased Securities and Common Membership 

Interests underlying Purchased Securities, including, as is reasonable under the circumstances, by 

furnishing such information concerning the Company and its business as a proposed transferee 

may reasonably request (including such information as is required by Section 4.5(f)) and making 
19 

management of the Company reasonably available to respond to questions of a proposed 

transferee in accordance with customary practice, subject in all cases to the proposed transferee 

agreeing to a customary confidentiality agreement. 

4.5 Registration Rights. 

(a) Registration. 

(i) Subject to the terms and conditions of this Agreement, the Company 

covenants and agrees that within 30 days of the Closing Date, the Company shall prepare 

and file with the SEC a Shelf Registration Statement covering all Registrable Securities 

(or otherwise designate an existing Shelf Registration Statement filed with the SEC to 

cover the Registrable Securities), and, to the extent the Shelf Registration Statement has 

not theretofore been declared effective or is not automatically effective upon such filing, 

the Company shall use reasonable best efforts to cause such Shelf Registration Statement 

to be declared or become effective and to keep such Shelf Registration Statement 

continuously effective and in compliance with the Securities Act and usable for resale of 

such Registrable Securities for a period from the date of its initial effectiveness until such 

time as there are no Registrable Securities remaining (including by refiling such Shelf 

Registration Statement (or a new Shelf Registration Statement) if the initial Shelf 

Registration Statement expires). Notwithstanding the foregoing, if the Company is not 

eligible to file a registration statement on Form S-3, then the Company shall not be 

obligated to file a Shelf Registration Statement unless and until requested to do so in 

writing by the Investor. 

(ii) Any registration pursuant to Section 4.5(a)(i) shall be effected by means of 

a shelf registration on an appropriate form under Rule 415 under the Securities Act (a 

“Shelf Registration Statement”). If the Investor or any other Holder intends to distribute 

any Registrable Securities by means of an underwritten offering it shall promptly so 

advise the Company and the Company shall take all reasonable steps to facilitate such 

distribution, including the actions required pursuant to Section 4.5(c); provided that the 

Company shall not be required to facilitate an underwritten offering of Registrable 

Securities unless the expected gross proceeds from such offering exceed an amount equal 

to (i) 2% of the initial aggregate capital amount of the Convertible Preferred Interests if 

such initial aggregate capital amount is less than $2 billion and (ii) $200 million if the 

initial aggregate capital amount of the Convertible Preferred Interests is equal to or 

greater than $2 billion. The lead underwriters in any such distribution shall be selected 

by the Holders of a majority of the Registrable Securities to be distributed; provided that 

to the extent appropriate and permitted under applicable law, such Holders shall consider 

the qualifications of any broker-dealer Affiliate of the Company in selecting the lead 

underwriters in any such distribution. 

(iii) The Company shall not be required to effect a registration (including a 

resale of Registrable Securities from an effective Shelf Registration Statement) or an 

underwritten offering pursuant to Section 4.5(a): (A) with respect to securities that are not 

Registrable Securities; or (B) if the Company has notified the Investor and all other 

Holders that in the good faith judgment of the Board of Managers, it would be materially 
20 

detrimental to the Company or its securityholders for such registration or underwritten 

offering to be effected at such time, in which event the Company shall have the right to 

defer such registration for a period of not more than 45 days after receipt of the request of 

the Investor or any other Holder; provided that such right to delay a registration or 

underwritten offering shall be exercised by the Company (1) only if the Company has 

generally exercised (or is concurrently exercising) similar black-out rights against holders 

of similar securities that have registration rights and (2) not more than three times in any 

12-month period and not more than 90 days in the aggregate in any 12-month period. 

(iv) If during any period when an effective Shelf Registration Statement is not 

available, the Company proposes to register any of its equity securities, other than a 

registration pursuant to Section 4.5(a)(i) or a Special Registration, and the registration 

form to be filed may be used for the registration or qualification for distribution of 

Registrable Securities, the Company will give prompt written notice to the Investor and 

all other Holders of its intention to effect such a registration (but in no event less than ten 

days prior to the anticipated filing date) and will include in such registration all 

Registrable Securities with respect to which the Company has received written requests 

for inclusion therein within ten business days after the date of the Company’s notice (a 

“Piggyback Registration”). Any such person that has made such a written request may 

withdraw its Registrable Securities from such Piggyback Registration by giving written 

notice to the Company and the managing underwriter, if any, on or before the fifth 

business day prior to the planned effective date of such Piggyback Registration. The 

Company may terminate or withdraw any registration under this Section 4.5(a)(iv) prior 

to the effectiveness of such registration, whether or not Investor or any other Holders 

have elected to include Registrable Securities in such registration. 

(v) If the registration referred to in Section 4.5(a)(iv) is proposed to be 

underwritten, the Company will so advise Investor and all other Holders as a part of the 

written notice given pursuant to Section 4.5(a)(iv). In such event, the right of Investor 

and all other Holders to registration pursuant to Section 4.5(a) will be conditioned upon 

such persons’ participation in such underwriting and the inclusion of such person’s 

Registrable Securities in the underwriting if such securities are of the same class of 

securities as the securities to be offered in the underwritten offering, and each such 

person will (together with the Company and the other persons distributing their securities 

through such underwriting) enter into an underwriting agreement in customary form with 

the underwriter or underwriters selected for such underwriting by the Company; provided 

that the Investor (as opposed to other Holders) shall not be required to indemnify any 

person in connection with any registration. If any participating person disapproves of the 

terms of the underwriting, such person may elect to withdraw therefrom by written notice 

to the Company, the managing underwriters and the Investor (if the Investor is 

participating in the underwriting). 

(vi) If either (x) the Company grants “piggyback” registration rights to one or 

more third parties to include their securities in an underwritten offering under the Shelf 

Registration Statement pursuant to Section 4.5(a)(ii) or (y) a Piggyback Registration 

under Section 4.5(a)(iv) relates to an underwritten offering on behalf of the Company, 

and in either case the managing underwriters advise the Company that in their reasonable 
21 

opinion the number of securities requested to be included in such offering exceeds the 

number which can be sold without adversely affecting the marketability of such offering 

(including an adverse effect on the per share offering price), the Company will include in 

such offering only such number of securities that in the reasonable opinion of such 

managing underwriters can be sold without adversely affecting the marketability of the 

offering (including an adverse effect on the per share offering price), which securities 

will be so included in the following order of priority: (A) first, in the case of a Piggyback 

Registration under Section 4.5(a)(iv), the securities the Company proposes to sell, (B) 

then the Registrable Securities of the Investor and all other Holders who have requested 

inclusion of Registrable Securities pursuant to Section 4.5(a)(ii) or Section 4.5(a)(iv), as 

applicable, pro rata on the basis of the aggregate number of such securities or shares 

owned by each such person and (C) lastly, any other securities of the Company that have 

been requested to be so included, subject to the terms of this Agreement; provided, 

however, that if the Company has, prior to the Signing Date, entered into an agreement 

with respect to its securities that is inconsistent with the order of priority contemplated 

hereby then it shall apply the order of priority in such conflicting agreement to the extent 

that it would otherwise result in a breach under such agreement. 

(b) Expenses of Registration. All Registration Expenses incurred in connection with 

any registration, qualification or compliance hereunder shall be borne by the Company. All 

Selling Expenses incurred in connection with any registrations hereunder shall be borne by the 

holders of the securities so registered pro rata on the basis of the aggregate offering or sale price 

of the securities so registered. 

(c) Obligations of the Company. Whenever required to effect the registration of any 

Registrable Securities or facilitate the distribution of Registrable Securities pursuant to an 

effective Shelf Registration Statement, the Company shall, as expeditiously as reasonably 

practicable: 

(i) Prepare and file with the SEC a prospectus supplement or post-effective 

amendment with respect to a proposed offering of Registrable Securities pursuant to an 

effective registration statement, subject to Section 4.5(c), keep such registration statement 

effective and keep such prospectus supplement current until the securities described 

therein are no longer Registrable Securities. 

(ii) Prepare and file with the SEC such amendments and supplements to the 

applicable registration statement and the prospectus or prospectus supplement used in 

connection with such registration statement as may be necessary to comply with the 

provisions of the Securities Act with respect to the disposition of all securities covered by 

such registration statement. 

(iii) Furnish to the Holders and any underwriters such number of copies of the 

applicable registration statement and each such amendment and supplement thereto 

(including in each case all exhibits) and of a prospectus, including a preliminary 

prospectus, in conformity with the requirements of the Securities Act, and such other 

documents as they may reasonably request in order to facilitate the disposition of 

Registrable Securities owned or to be distributed by them. 
22 

(iv) Use its reasonable best efforts to register and qualify the securities covered 

by such registration statement under such other securities or Blue Sky laws of such 

jurisdictions as shall be reasonably requested by the Holders or any managing 

underwriter(s), to keep such registration or qualification in effect for so long as such 

registration statement remains in effect, and to take any other action which may be 

reasonably necessary to enable such seller to consummate the disposition in such 

jurisdictions of the securities owned by such Holder; provided that the Company shall not 

be required in connection therewith or as a condition thereto to qualify to do business or 

to file a general consent to service of process in any such states or jurisdictions. 

(v) Notify each Holder of Registrable Securities at any time when a 

prospectus relating thereto is required to be delivered under the Securities Act of the 

happening of any event as a result of which the applicable prospectus, as then in effect, 

includes an untrue statement of a material fact or omits to state a material fact required to 

be stated therein or necessary to make the statements therein not misleading in light of 

the circumstances then existing. 

(vi) Give written notice to the Holders: 

(A) when any registration statement filed pursuant to Section 4.5(a) or 

any amendment thereto has been filed with the SEC (except for any amendment 

effected by the filing of a document with the SEC pursuant to the Securities 

Exchange Act of 1934 (the “Exchange Act”) and when such registration statement 

or any post-effective amendment thereto has become effective; 

(B) of any request by the SEC for amendments or supplements to any 

registration statement or the prospectus included therein or for additional 

information; 

(C) of the issuance by the SEC of any stop order suspending the 

effectiveness of any registration statement or the initiation of any proceedings for 

that purpose; 

(D) of the receipt by the Company or its legal counsel of any 

notification with respect to the suspension of the qualification of the applicable 

Registrable Securities for sale in any jurisdiction or the initiation or threatening of 

any proceeding for such purpose; 

(E) of the happening of any event that requires the Company to make 

changes in any effective registration statement or the prospectus related to the 

registration statement in order to make the statements therein not misleading 

(which notice shall be accompanied by an instruction to suspend the use of the 

prospectus until the requisite changes have been made); and 

(F) if at any time the representations and warranties of the Company 

contained in any underwriting agreement contemplated by Section 4.5(c)(x) cease 

to be true and correct. 
23 

(vii) Use its reasonable best efforts to prevent the issuance or obtain the 

withdrawal of any order suspending the effectiveness of any registration statement 

referred to in Section 4.5(c)(vi)(C) at the earliest practicable time. 

(viii) Upon the occurrence of any event contemplated by Section 4.5(c)(v) or 

4.5(c)(vi)(E), promptly prepare a post-effective amendment to such registration statement 

or a supplement to the related prospectus or file any other required document so that, as 

thereafter delivered to the Holders and any underwriters, the prospectus will not contain 

an untrue statement of a material fact or omit to state any material fact necessary to make 

the statements therein, in light of the circumstances under which they were made, not 

misleading. If the Company notifies the Holders in accordance with Section 4.5(c)(vi)(E) 

to suspend the use of the prospectus until the requisite changes to the prospectus have 

been made, then the Holders and any underwriters shall suspend use of such prospectus 

and use their reasonable best efforts to return to the Company all copies of such 

prospectus (at the Company’s expense) other than permanent file copies then in such 

Holders’ or underwriters’ possession. The total number of days that any such suspension 

may be in effect in any 12-month period shall not exceed 90 days. 

(ix) Use reasonable best efforts to procure the cooperation of the Company’s 

transfer agent in settling any offering or sale of Registrable Securities, including with 

respect to the transfer of physical certificates into book-entry form in accordance with 

any procedures reasonably requested by the Holders or any managing underwriter(s). 

(x) If an underwritten offering is requested pursuant to Section 4.5(a)(ii), enter 

into an underwriting agreement in customary form, scope and substance and take all such 

other actions reasonably requested by the Holders of a majority of the Registrable 

Securities being sold in connection therewith or by the managing underwriter(s), if any, 

to expedite or facilitate the underwritten disposition of such Registrable Securities, and in 

connection therewith in any underwritten offering (including making members of 

management and executives of the Company available to participate in “road shows”, 

similar sales events and other marketing activities), (A) make such representations and 

warranties to the Holders that are selling members and the managing underwriter(s), if 

any, with respect to the business of the Company and its subsidiaries, and the Shelf 

Registration Statement, prospectus and documents, if any, incorporated or deemed to be 

incorporated by reference therein, in each case, in customary form, substance and scope, 

and, if true, confirm the same if and when requested, (B) use its reasonable best efforts to 

furnish the underwriters with opinions of counsel to the Company, addressed to the 

managing underwriter(s), if any, covering the matters customarily covered in such 

opinions requested in underwritten offerings, (C) use its reasonable best efforts to obtain 

“cold comfort” letters from the independent certified public accountants of the Company 

(and, if necessary, any other independent certified public accountants of any business 

acquired by the Company for which financial statements and financial data are included 

in the Shelf Registration Statement) who have certified the financial statements included 

in such Shelf Registration Statement, addressed to each of the managing underwriter(s), if 

any, such letters to be in customary form and covering matters of the type customarily 

covered in “cold comfort” letters, (D) if an underwriting agreement is entered into, the 

same shall contain indemnification provisions and procedures customary in underwritten 
24 

offerings (provided, that the Investor shall not be obligated to provide any indemnity), 

and (E) deliver such documents and certificates as may be reasonably requested by the 

Holders of a majority of the Registrable Securities being sold in connection therewith, 

their counsel and the managing underwriter(s), if any, to evidence the continued validity 

of the representations and warranties made pursuant to clause (i) above and to evidence 

compliance with any customary conditions contained in the underwriting agreement or 

other agreement entered into by the Company. 

(xi) Make available for inspection by a representative of Holders that are 

selling members, the managing underwriter(s), if any, and any attorneys or accountants 

retained by such Holders or managing underwriter(s), at the offices where normally kept, 

during reasonable business hours, financial and other records, pertinent company 

documents and properties of the Company, and cause the officers, directors and 

employees of the Company to supply all information in each case reasonably requested 

(and of the type customarily provided in connection with due diligence conducted in 

connection with a registered public offering of securities) by any such representative, 

managing underwriter(s), attorney or accountant in connection with such Shelf 

Registration Statement. 

(xii) Use reasonable best efforts to cause all such Registrable Securities to be 

listed on each national securities exchange on which similar securities issued by the 

Company are then listed or, if no similar securities issued by the Company are then listed 

on any national securities exchange, use its reasonable best efforts to cause all such 

Registrable Securities to be listed on such securities exchange as the Investor may 

designate. 

(xiii) If requested by Holders of a majority of the Registrable Securities being 

registered and/or sold in connection therewith, or the managing underwriter(s), if any, 

promptly include in a prospectus supplement or amendment such information as the 

Holders of a majority of the Registrable Securities being registered and/or sold in 

connection therewith or managing underwriter(s), if any, may reasonably request in order 

to permit the intended method of distribution of such securities and make all required 

filings of such prospectus supplement or such amendment as soon as practicable after the 

Company has received such request. 

(xiv) Timely provide to its security holders earning statements satisfying the 

provisions of Section 11(a) of the Securities Act and Rule 158 thereunder. 

(d) Suspension of Sales. Upon receipt of written notice from the Company that a 

registration statement, prospectus or prospectus supplement contains or may contain an untrue 

statement of a material fact or omits or may omit to state a material fact required to be stated 

therein or necessary to make the statements therein not misleading or that circumstances exist 

that make inadvisable use of such registration statement, prospectus or prospectus supplement, 

the Investor and each Holder of Registrable Securities shall forthwith discontinue disposition of 

Registrable Securities until the Investor and/or Holder has received copies of a supplemented or 

amended prospectus or prospectus supplement, or until the Investor and/or such Holder is 

advised in writing by the Company that the use of the prospectus and, if applicable, prospectus 
25 

supplement may be resumed, and, if so directed by the Company, the Investor and/or such 

Holder shall deliver to the Company (at the Company’s expense) all copies, other than 

permanent file copies then in the Investor and/or such Holder’s possession, of the prospectus 

and, if applicable, prospectus supplement covering such Registrable Securities current at the time 

of receipt of such notice. The total number of days that any such suspension may be in effect in 

any 12-month period shall not exceed 90 days. 

(e) Termination of Registration Rights. A Holder’s registration rights as to any 

securities held by such Holder (and its Affiliates, partners, members and former members) shall 

not be available unless such securities are Registrable Securities. 

(f) Furnishing Information. 

(i) Neither the Investor nor any Holder shall use any free writing prospectus 

(as defined in Rule 405) in connection with the sale of Registrable Securities without the 

prior written consent of the Company. 

(ii) It shall be a condition precedent to the obligations of the Company to take 

any action pursuant to Section 4.5(c) that Investor and/or the selling Holders and the 

underwriters, if any, shall furnish to the Company such information regarding 

themselves, the Registrable Securities held by them and the intended method of 

disposition of such securities as shall be required to effect the registered offering of their 

Registrable Securities. 

(g) Indemnification. 

(i) The Company agrees to indemnify each Holder and, if a Holder is a 

person other than an individual, such Holder’s officers, directors, employees, agents, 

representatives and Affiliates, and each Person, if any, that controls a Holder within the 

meaning of the Securities Act (each, an “Indemnitee”), against any and all losses, claims, 

damages, actions, liabilities, costs and expenses (including reasonable fees, expenses and 

disbursements of attorneys and other professionals incurred in connection with 

investigating, defending, settling, compromising or paying any such losses, claims, 

damages, actions, liabilities, costs and expenses), joint or several, arising out of or based 

upon any untrue statement or alleged untrue statement of material fact contained in any 

registration statement, including any preliminary prospectus or final prospectus contained 

therein or any amendments or supplements thereto or any documents incorporated therein 

by reference or contained in any free writing prospectus (as such term is defined in Rule 

405) prepared by the Company or authorized by it in writing for use by such Holder (or 

any amendment or supplement thereto); or any omission to state therein a material fact 

required to be stated therein or necessary to make the statements therein, in light of the 

circumstances under which they were made, not misleading; provided, that the Company 

shall not be liable to such Indemnitee in any such case to the extent that any such loss, 

claim, damage, liability (or action or proceeding in respect thereof) or expense arises out 

of or is based upon (A) an untrue statement or omission made in such registration 

statement, including any such preliminary prospectus or final prospectus contained 

therein or any such amendments or supplements thereto or contained in any free writing 
26 

prospectus (as such term is defined in Rule 405) prepared by the Company or authorized 

by it in writing for use by such Holder (or any amendment or supplement thereto), in 

reliance upon and in conformity with information regarding such Indemnitee or its plan 

of distribution or ownership interests which was furnished in writing to the Company by 

such Indemnitee for use in connection with such registration statement, including any 

such preliminary prospectus or final prospectus contained therein or any such 

amendments or supplements thereto, or (B) offers or sales effected by or on behalf of 

such Indemnitee “by means of” (as defined in Rule 159A) a “free writing prospectus” (as 

defined in Rule 405) that was not authorized in writing by the Company. 

(ii) If the indemnification provided for in Section 4.5(g)(i) is unavailable to an 

Indemnitee with respect to any losses, claims, damages, actions, liabilities, costs or 

expenses referred to therein or is insufficient to hold the Indemnitee harmless as 

contemplated therein, then the Company, in lieu of indemnifying such Indemnitee, shall 

contribute to the amount paid or payable by such Indemnitee as a result of such losses, 

claims, damages, actions, liabilities, costs or expenses in such proportion as is appropriate 

to reflect the relative fault of the Indemnitee, on the one hand, and the Company, on the 

other hand, in connection with the statements or omissions which resulted in such losses, 

claims, damages, actions, liabilities, costs or expenses as well as any other relevant 

equitable considerations. The relative fault of the Company, on the one hand, and of the 

Indemnitee, on the other hand, shall be determined by reference to, among other factors, 

whether the untrue statement of a material fact or omission to state a material fact relates 

to information supplied by the Company or by the Indemnitee and the parties’ relative 

intent, knowledge, access to information and opportunity to correct or prevent such 

statement or omission; the Company and each Holder agree that it would not be just and 

equitable if contribution pursuant to this Section 4.5(g)(ii) were determined by pro rata 

allocation or by any other method of allocation that does not take account of the equitable 

considerations referred to in Section 4.5(g)(i). No Indemnitee guilty of fraudulent 

misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be 

entitled to contribution from the Company if the Company was not guilty of such 

fraudulent misrepresentation. 

(h) Assignment of Registration Rights. The rights of the Investor to registration of 

Registrable Securities pursuant to Section 4.5(a) may be assigned by the Investor to a transferee 

or assignee of Registrable Securities with a capital amount or, in the case of the Warrant, the 

capital amount of the underlying units of Convertible Preferred Interests, no less than an amount 

equal to (i) 2% of the initial aggregate capital amount of the Convertible Preferred Interests or 

underlying Common Membership Interests if such initial aggregate capital amount is less than $2 

billion and (ii) $200 million if the initial aggregate capital amount of the Convertible Preferred 

Interests or underlying Common Membership Interests is equal to or greater than $2 billion; 

provided, however, the transferor shall, within ten days after such transfer, furnish to the 

Company written notice of the name and address of such transferee or assignee and the number 

and type of Registrable Securities that are being assigned. 

(i) Clear Market. With respect to any underwritten offering of Registrable Securities 

by the Investor or other Holders pursuant to this Section 4.5, the Company agrees not to effect 

(other than pursuant to such registration or pursuant to a Special Registration) any public sale or 
27 

distribution, or to file any Shelf Registration Statement (other than such registration or a Special 

Registration) covering any preferred membership interests of the Company or any securities 

convertible into or exchangeable or exercisable for preferred membership interests of the 

Company, during the period not to exceed ten days prior and 60 days following the effective date 

of such offering or such longer period up to 90 days as may be requested by the managing 

underwriter for such underwritten offering. The Company also agrees to cause such of its 

directors and senior executive officers to execute and deliver customary lock-up agreements in 

such form and for such time period up to 90 days as may be requested by the managing 

underwriter. “Special Registration” means the registration of (A) equity securities and/or options 

or other rights in respect thereof solely registered on Form S-4 or Form S-8 (or successor form) 

or (B) shares of equity securities and/or options or other rights in respect thereof to be offered to 

directors, members of management, employees, consultants, customers, lenders or vendors of the 

Company or Company Subsidiaries or in connection with dividend reinvestment plans. 

(j) Rule 144; Rule 144A. With a view to making available to the Investor and 

Holders the benefits of certain rules and regulations of the SEC which may permit the sale of the 

Registrable Securities to the public without registration, the Company agrees to use its 

reasonable best efforts to: 

(i) make and keep public information available, as those terms are understood 

and defined in Rule 144(c)(1) or any similar or analogous rule promulgated under the 

Securities Act, at all times after the Signing Date; 

(ii) (A) file with the SEC, in a timely manner, all reports and other documents 

required of the Company under the Exchange Act, and (B) if at any time the Company is 

not required to file such reports, make available, upon the request of any Holder, such 

information necessary to permit sales pursuant to Rule 144A (including the information 

required by Rule 144A(d)(4) under the Securities Act); 

(iii) so long as the Investor or a Holder owns any Registrable Securities, 

furnish to the Investor or such Holder forthwith upon request: a written statement by the 

Company as to its compliance with the reporting requirements of Rule 144 under the 

Securities Act, and of the Exchange Act; a copy of the most recent annual or quarterly 

report of the Company; and such other reports and documents as the Investor or Holder 

may reasonably request in availing itself of any rule or regulation of the SEC allowing it 

to sell any such securities to the public without registration; and 

(iv) take such further action as any Holder may reasonably request, all to the 

extent required from time to time to enable such Holder to sell Registrable Securities 

without registration under the Securities Act. 

(k) As used in this Section 4.5, the following terms shall have the following 

respective meanings: 

(i) “Holder” means the Investor and any other holder of Registrable 

Securities to whom the registration rights conferred by this Agreement have been 

transferred in compliance with Section 4.5(h) hereof. 
28 

(ii) “Holders’ Counsel” means one counsel for the selling Holders chosen by 

Holders holding a majority interest in the Registrable Securities being registered. 

(iii) “Register,” “registered,” and “registration” shall refer to a registration 

effected by preparing and (A) filing a registration statement or amendment thereto in 

compliance with the Securities Act and applicable rules and regulations thereunder, and 

the declaration or ordering of effectiveness of such registration statement or amendment 

thereto or (B) filing a prospectus and/or prospectus supplement in respect of an 

appropriate effective registration statement on Form S-3. 

(iv) “Registrable Securities” means (A) all Convertible Preferred Interests, 

including those received upon the Investor’s exercise of the Warrant, (B) the Warrant 

(subject to Section 4.5(p)) and (C) any equity securities issued or issuable directly or 

indirectly with respect to the securities referred to in the foregoing clauses (A) or (B) by 

way of conversion, exercise or exchange thereof, including the Common Membership 

Interests, or distribution or split or in connection with a combination of securities, 

recapitalization, reclassification, merger, amalgamation, arrangement, consolidation or 

other reorganization, provided that, once issued, such securities will not be Registrable 

Securities when (1) they are sold pursuant to an effective registration statement under the 

Securities Act, (2) except as provided below in Section 4.5(o), they may be sold pursuant 

to Rule 144 without limitation thereunder on volume or manner of sale, (3) they shall 

have ceased to be outstanding or (4) they have been sold in a private transaction in which 

the transferor’s rights under this Agreement are not assigned to the transferee of the 

securities. No Registrable Securities may be registered under more than one registration 

statement at any one time. 

(v) “Registration Expenses” mean all expenses incurred by the Company in 

effecting any registration pursuant to this Agreement (whether or not any registration or 

prospectus becomes effective or final) or otherwise complying with its obligations under 

this Section 4.5, including all registration, filing and listing fees, printing expenses, fees 

and disbursements of counsel for the Company, blue sky fees and expenses, expenses 

incurred in connection with any “road show”, the reasonable fees and disbursements of 

Holders’ Counsel, and expenses of the Company’s independent accountants in 

connection with any regular or special reviews or audits incident to or required by any 

such registration, but shall not include Selling Expenses. 

(vi) “Rule 144”, “Rule 144A”, “Rule 159A”, “Rule 405” and “Rule 415” 

mean, in each case, such rule promulgated under the Securities Act (or any successor 

provision), as the same shall be amended from time to time. 

(vii) “Selling Expenses” mean all discounts, selling commissions and transfer 

taxes applicable to the sale of Registrable Securities and fees and disbursements of 

counsel for any Holder (other than the fees and disbursements of Holders’ Counsel 

included in Registration Expenses). 

(l) At any time, any holder of Securities (including any Holder) may elect to forfeit 

its rights set forth in this Section 4.5 from that date forward; provided, that a Holder forfeiting 
29 

such rights shall nonetheless be entitled to participate under Section 4.5(a)(v) – (vi) in any 

Pending Underwritten Offering to the same extent that such Holder would have been entitled to 

if the holder had not withdrawn; and provided, further, that no such forfeiture shall terminate a 

Holder’s rights or obligations under Section 4.5(f) with respect to any prior registration or 

Pending Underwritten Offering. “Pending Underwritten Offering” means, with respect to any 

Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of 

Registrable Securities in which such Holder has advised the Company of its intent to register its 

Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such 

Holder’s forfeiture. 

(m) Specific Performance. The parties hereto acknowledge that there would be no 

adequate remedy at law if the Company fails to perform any of its obligations under this Section 

4.5 and that the Investor and the Holders from time to time may be irreparably harmed by any 

such failure, and accordingly agree that the Investor and such Holders, in addition to any other 

remedy to which they may be entitled at law or in equity, to the fullest extent permitted and 

enforceable under applicable law shall be entitled to compel specific performance of the 

obligations of the Company under this Section 4.5 in accordance with the terms and conditions 

of this Section 4.5. 

(n) No Inconsistent Agreements. The Company shall not, on or after the Signing 

Date, enter into any agreement with respect to its securities that may impair the rights granted to 

the Investor and the Holders under this Section 4.5 or that otherwise conflicts with the provisions 

hereof in any manner that may impair the rights granted to the Investor and the Holders under 

this Section 4.5. In the event the Company has, prior to the Signing Date, entered into any 

agreement with respect to its securities that is inconsistent with the rights granted to the Investor 

and the Holders under this Section 4.5 (including agreements that are inconsistent with the order 

of priority contemplated by Section 4.5(a)(vi)) or that may otherwise conflict with the provisions 

hereof, the Company shall use its reasonable best efforts to amend such agreements to ensure 

they are consistent with the provisions of this Section 4.5. 

(o) Certain Offerings by the Investor. In the case of any securities held by the 

Investor that cease to be Registrable Securities solely by reason of clause (2) in the definition of 

“Registrable Securities,” the provisions of Sections 4.5(a)(ii), clauses (iv), (ix) and (x)-(xii) of 

Section 4.5(c), Section 4.5(g) and Section 4.5(i) shall continue to apply until such securities 

otherwise cease to be Registrable Securities. In any such case, an “underwritten” offering or 

other disposition shall include any distribution of such securities on behalf of the Investor by one 

or more broker-dealers, an “underwriting agreement” shall include any purchase agreement 

entered into by such broker-dealers, and any “registration statement” or “prospectus” shall 

include any offering document approved by the Company and used in connection with such 

distribution. 

(p) Registered Sales of the Warrant. The Holders agree to sell the Warrant or any 

portion thereof under the Shelf Registration Statement only beginning 30 days after notifying the 

Company of any such sale, during which 30-day period the Investor and all Holders of the 

Warrant shall take reasonable steps to agree to revisions to the Warrant to permit a public 

distribution of the Warrant, including entering into a warrant agreement and appointing a warrant 

agent. 
30 

4.6 Depositary Shares. Upon request by the Investor at any time following the 

Closing Date, the Company shall promptly enter into a depositary arrangement, pursuant to 

customary agreements reasonably satisfactory to the Investor and with a depositary reasonably 

acceptable to the Investor, pursuant to which the Convertible Preferred Interests or the Common 

Membership Interests underlying the Convertible Preferred Interests may be deposited and 

depositary interests, each representing a fraction of a Convertible Preferred Interests or the 

Common Membership Interests underlying the Convertible Preferred Interests, as applicable, as 

specified by the Investor, may be issued. From and after the execution of any such depositary 

arrangement, and the deposit of any Convertible Preferred Interests or the Common Membership 

Interests underlying the Convertible Preferred Interests, as applicable, pursuant thereto, the 

depositary interests issued pursuant thereto shall be deemed “Convertible Preferred Interests”, 

“Common Membership Interests” and, as applicable, “Registrable Securities” for purposes of 

this Agreement. 

4.7 Repurchase of Common Membership Interests; Sale of Common Membership 

Interests. 

(a) Following an initial public offering (to be effected pursuant to the LLC 

Agreement) Investor agrees to proceed with an orderly liquidation of its interest in the Company, 

with such liquidation to commence no later than the seventh anniversary of such initial public 

offering, with a target of liquidating 10% to 20% of the Investor’s Common Membership 

Interests in each succeeding year 

(b) Following the conversion of all the Convertible Preferred Interests into the 

Common Membership Interests, the Company may repurchase any such Common Membership 

Interests held by the Investor at a price equal to the greater of (A) the conversion price calculated 

by dividing the capital amount per unit of the Convertible Preferred Interests by the conversion 

rate set forth on Schedule A to the Letter Agreement and (B)(i) if the Common Membership 

Interests are traded on a national securities exchange, the market price of the Common 

Membership Interests on the date of repurchase (calculated based on the average closing price 

during the 20 trading day period beginning on the day after notice of repurchase is given) or (ii) 

if the Common Membership Interests are not traded on a national securities exchange, the per 

Common Membership Interest fair market value of the Company as of the last day of the most 

recent calendar quarter prior to the repurchase date as determined by an investment bank of 

national reputation, which shall be selected by the Investor and at the expense of the Company. 

Any such repurchases must be made with the proceeds of an issuance of Common Membership 

Interests for cash or additions to retained earnings from the date of the investment closing 

through the date of the repurchase. 

4.8 Restriction on Distributions and Repurchases. 

(a) Prior to the date on which all of the Convertible Preferred Interests have been 

converted or redeemed in whole or the Investor has transferred all of the Convertible Preferred 

Interests to third parties which are not Affiliates of the Investor, neither the Company nor any 

Company Subsidiary shall declare or pay any dividend or distribution on any capital stock or 

other equity securities of any kind of the Company or any Company Subsidiary (other than (i) in 

the case of pari passu preferred membership interests of the Company, distributions on a pro rata 
31 

basis with the Convertible Preferred, (ii) regular distributions on preferred membership interests 

in accordance with the terms thereof and which are permitted under the terms of the Convertible 

Preferred Interests, or (iii) dividends or distributions by any wholly-owned Company Subsidiary) 

unless all accrued and unpaid distributions for all past distribution periods on the Convertible 

Preferred are fully paid. For the avoidance of doubt, tax distributions on Junior Membership 

Interests that are permitted pursuant to Article V of the LLC Agreement will not be prohibited by 

this Section 4.8(a). 

(b) For so long as any Convertible Preferred Interests issued pursuant to this 

Agreement are outstanding and owned by the Investor, neither the Company nor any Company 

Subsidiary shall, without the consent of the Investor, or, in the case of tax distributions on Junior 

Membership Interests, other than as permitted pursuant to Article V of the LLC Agreement, 

declare and pay distributions on any junior preferred membership interests, preferred 

membership interests ranking pari passu with the Convertible Preferred, or common membership 

interests (other than (1) in the case of pari passu preferred membership interests, distributions on 

a pro rata basis with the Convertible Preferred or (2) dividends or distributions by any whollyowned Company Subsidiary). Notwithstanding the foregoing, the Company may pay tax 

distributions on junior membership interests, subject to the provisions of Section 5.1 of the LLC 

Agreement. 

(c) For so long as any Convertible Preferred Interests are outstanding and owned by 

the Investor or an Affiliate of the Investor, neither the Company nor any Company Subsidiary 

shall, without the consent of the Investor, redeem, purchase or acquire any equity securities of 

any kind of the Company or any Company Subsidiary, or any trust preferred securities issued by 

the Company or any Affiliate of the Company, other than (i) redemptions, purchases or other 

acquisitions of the Convertible Preferred Interests, (ii) Common Membership Interests held by 

the Investor following the conversion of the Convertible Preferred Interests, subject to Section 

4.7(b) and the approval of the Federal Reserve, (iii) in connection with the administration of any 

employee benefit plan in the ordinary course of business and consistent with past practice, (iv) 

the acquisition by the Company or any of the Company Subsidiaries of record ownership in 

Junior Membership Interests or Parity Membership Interests for the beneficial ownership of any 

other persons (other than the Company or any other Company Subsidiary), including as trustees 

or custodians, (v) the exchange or conversion of Junior Membership Interests for or into other 

Junior Membership Interests or Parity Membership Interest or trust preferred securities for or 

into other Parity Membership Interest respectively (with the same or lesser aggregate capital 

amount) or Junior Membership Interests, in each case set forth in this clause (v), solely to the 

extent required pursuant to binding contractual agreements entered into prior to the Signing Date 

or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for 

Membership Interests (clauses (ii), (iii) and (iv), collectively, the “Permitted Repurchases”), (vi) 

redemptions of securities held by the Company or any wholly-owned Company Subsidiary or 

(vii) redemptions, purchases or other acquisitions of capital stock or other equity securities of 

any kind of any Company Subsidiary required pursuant to binding contractual agreements 

entered into prior to November 17, 2008. 

(d) Until such time as the Investor ceases to own any Convertible Preferred Interests 

or the Common Membership Interests underlying the Convertible Preferred Interests, the 

Company shall not repurchase any Convertible Preferred Interests or the Common Membership 
32 

Interests underlying the Convertible Preferred Interests from any holder thereof, whether by 

means of open market purchase, negotiated transaction, or otherwise, other than Permitted 

Repurchases, unless it offers to repurchase a ratable portion of the Convertible Preferred Interests 

or the Common Membership Interests underlying the Convertible Preferred Interests then held 

by the Investor on the same terms and conditions. 

(e) “Junior Membership Interests” means Common Membership Interests and any 

class or series of equity securities, including Membership Interests of the Company the terms of 

which expressly provide that it ranks junior to the Convertible Preferred Interests as to 

distribution rights and/or as to rights on liquidation, dissolution or winding up of the Company. 

“Parity Membership Interests” means any class or series of equity securities of the Company, 

including Membership Interests the terms of which do not expressly provide that such class or 

series will rank senior or junior to the Convertible Preferred Interests as to distribution rights 

and/or as to rights on liquidation, dissolution or winding up of the Company (in each case 

without regard to whether distribution accrue cumulatively or non-cumulatively). 

(f) Notwithstanding anything to the contrary in this Agreement, a GMAC Conversion 

shall be deemed not to be adverse to the Convertible Preferred Interests and shall not require 

consent of holders of such preferred interests provided that (i) the Convertible Preferred Interests 

are converted into or exchanged for preferred stock of the resulting corporation having terms 

substantially the same as the terms of the Convertible Preferred Interests, and (ii) the holders of 

the Convertible Preferred Interests will maintain a substantially equivalent economic interest, 

based on the capital amounts of their respective interests, in the Company after the GMAC 

Conversion as they held prior to the GMAC Conversion. “GMAC Conversion” means, together 

with related transactions, a conversion of the Company into a corporation through a statutory 

conversion, the creation of a holding company above the Company and the exchange of all or 

substantially all of the Company’s outstanding equity interests for equity interests of such 

holding company, the direct or indirect acquisition by Preferred Blocker Inc. (“Blocker Sub”) of 

all or substantially all of the Company’s outstanding equity interests in exchange for stock of 

Blocker Sub, the merger of the Company with and into Blocker Sub, and any other direct or 

indirect incorporation of the assets and liabilities of the Company, including, without limitation, 

by merger, consolidation or recapitalization; statutory conversion; direct or indirect, sale, 

transfer, exchange, pledge or other disposal of economic, voting or other rights; sale, exchange 

or other acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; 

liquidation; exchange of securities; conversion of entity, migration of entity or formation of new 

entity; or other transaction or group of related transactions. 

4.9 Employ American Workers Act. The Company shall comply, and the Company 

shall take all necessary action to ensure that the Company Subsidiaries, to the extent that the 

Company Subsidiaries employ employees, comply with the provisions of the Employ American 

Workers Act (Section 1611 of Division A, Title XVI of the American Recovery and 

Reinvestment Act of 2009), Public Law No. 111-5, effective as of February 17, 2009, as may be 

amended and in effect from time to time, in all respects. 

4.10 Internal Controls; Recordkeeping; Additional Reporting. 
33 

(a) The Company shall promptly establish internal controls to provide reasonable 

assurance of compliance in all material respects with each of the covenants and agreements set 

forth in Sections 3.5, 4.8, 4.9, 4.10 and 4.11 hereof and shall collect, maintain and preserve 

reasonable records evidencing such internal controls and compliance therewith, a copy of which 

records shall be provided to the Investor promptly upon request. On the 15th day after the last 

day of each calendar quarter (or, if such day is not a Business Day, on the first Business Day 

after such day) commencing with September 30, 2009, the Company shall deliver to the Investor 

(at its address set forth in Section 5.6) a report setting forth in reasonable detail (x) the status of 

implementing such internal controls and (y) compliance (including any instances of material non 

compliance) of the Company with such covenants and agreements. Such report shall be 

accompanied by a certification duly executed by a Senior Executive Office of the Company 

stating that such quarterly report is accurate in all material respects to the best of such Senior 

Executive Office’s knowledge, which certification shall be made subject to the requirements and 

penalties set forth in Title 18, United States Code, Section 1001. 

(b) The Company shall use its reasonable best efforts to account for the lending and 

financing activities it undertakes through the use of its available capital, of which the proceeds 

from the Purchase shall be deemed to be a part, on a fully fungible basis with all other sources of 

available capital. On the 15th day after the last day of each calendar quarter (or, if such day is 

not a Business Day, on the first Business Day after such day) commencing with September 30, 

2009, the Company shall deliver to the Investor (at its address set forth in Section 5.6) a report 

setting forth in reasonable detail a summary of its lending activities which are supported by its 

available capital. Such report shall be accompanied by a certification duly executed by a Senior 

Executive Officer of the Company that such quarterly report is accurate in all material respects to 

the best of such Senior Executive Officer’s knowledge, which certification shall be made subject 

to the requirements and penalties set forth in Title 18, United States Code, Section 1001. 

(c) The Company shall collect, maintain and preserve reasonable records relating to 

the implementation of all Federal support programs provided to the Company or any of the 

Company Subsidiaries pursuant to the EESA and the compliance with the terms and provisions 

of such programs; provided that the Company shall have no obligation to comply with the 

foregoing in connection with any such program to the extent that such program independently 

requires, by its express terms, the Company to collect, maintain and preserve any records in 

connection therewith. The Company shall provide UST with copies of all such reasonable 

records promptly upon request. 

4.11 Executive Privileges and Compensation. 

(a) Executive Compensation. 

(i) From the Closing Date, until such time as the Investor ceases to own any 

Convertible Preferred Interests or any other obligation arising from the financial 

assistance provided to the Company under the Troubled Asset Relief Program remains 

outstanding (excluding any period during which the Investor only holds warrants to 

purchase Common Membership Interests) (the “Relevant Period”), the Company shall 

comply with the following restrictions on executive privileges and compensation: 
34 

(A) The Company shall take all necessary action to ensure that its 

Benefit Plans with respect to the Senior Executive Officers comply in all respects 

with Section 111(b) of the EESA or any EESA Guidance and the provisions 

prohibiting severance payments to Senior Executive Officers thereunder, and shall 

not adopt any new Benefit Plan with respect to its Senior Executive Officers that 

does not comply therewith. For purposes of applying Section 111(b) of the EESA 

with respect to this Section 4.11(a), a “golden parachute payment” means any 

payment to a Senior Executive Officer for departure from a company for any 

reason, except for payments for services performed or benefits accrued, or as 

provided by Section 111 of the EESA or the EESA Guidance; 

(B) RESERVED; 

(C) The Company shall be subject to the limits on annual executive 

compensation deductions imposed by Section 162(m)(5) of the Code, as 

applicable; 

(D) The Company shall not pay or accrue any bonus, retention 

agreement, or incentive compensation to the Senior Executive Officers or the 

Senior Employees except as may be permitted under the EESA or the EESA 

Guidance or otherwise as approved in writing by the President’s Designee (as 

defined in H.R. 7321); 

(E) The Company shall not adopt or maintain any compensation plan 

that would encourage manipulation of its reported earnings to enhance the 

compensation of any of its employees; 

(F) The Company shall maintain all suspensions and other restrictions 

of contributions to Benefit Plans that are in place or initiated as of the Closing 

Date; and 

(G) The Company shall take all necessary action to comply with the 

requirements to (i) as and to the extent required by Section 111(d) of the EESA 

within 120 days of the Closing Date or such longer period as may be allowed 

under the EESA or as provided by the EESA Guidance, establish a board 

compensation committee, (ii) provide that any proxy or consent or authorization 

for an annual or other meeting of its shareholders permits a separate shareholder 

vote to approve the compensation of executives and (iii) meet appropriate 

standards for executive compensation and corporate governance, in each case as 

required by Section 111 of the EESA or as provided by the EESA Guidance. 

(ii) During the Relevant Period, the Investor shall have the right to require the 

Company to claw back any bonuses or other compensation, including golden parachutes, 

paid to any Senior Executive Officers or Senior Employees in violation of any of the 

foregoing. 

(iii) Within 120 days after the Closing Date, the principal executive officer and 

chief financial officer (or person acting in a similar capacity) of the Company shall 
35 

certify in writing to the Investor’s Chief Compliance Officer that the Company’s 

compensation committee has reviewed the compensation arrangements of the Senior 

Executive Officers with its senior risk officers and determined that the compensation 

arrangements do not encourage the Senior Executive Officers to take unnecessary and 

excessive risks that threaten the value of the Company and that the Company has 

complied with the provisions of Section 111(b) of the EESA and the EESA Guidance 

thereunder (to the extent implementing regulations are issued under the EESA or the 

EESA Guidance). The Company shall preserve appropriate documentation and records 

to substantiate such certification in an easily accessible place for a period not less than 

three (3) years following the date on which all of the Convertible Preferred Interests have 

been redeemed in whole or the Investor has transferred all of the Convertible Preferred 

Interests to third parties which are not Affiliates of the Investor. 

(b) Restrictions on Expenses. 

(i) At all times throughout the Relevant Period, the Company shall maintain 

and implement an Expense Policy that complies with Section 111 of the EESA, and the 

EESA Guidance (the “Expense Policy”) and distribute the Expense Policy to all 

employees covered under the Expense Policy. Any material amendments to the Expense 

Policy shall require the prior written consent of the President’s Designee, and any 

material deviations from the Expense Policy, whether in contravention thereof or 

pursuant to waivers provided for thereunder, shall promptly be reported to the President’s 

Designee. 

(ii) The Expense Policy shall, at a minimum: (i) require compliance with all 

applicable law, (ii) apply to the Company and all of its Subsidiaries, (iii) govern (A) the 

hosting, sponsorship or other payment for conferences and events, (B) travel 

accommodations and expenditures, (C) consulting arrangements with outside service 

providers, (D) any new lease or acquisition of real estate, (E) expenses relating to office 

or facility renovations or relocations, and (F) expenses relating to entertainment or 

holiday parties; and (iv) provide for (A) internal reporting and oversight, and (B) 

mechanisms for addressing non-compliance with the Expense Policy. 

4.12 Related Party Transactions. Until such time as the Investor ceases to own any 

Purchased Securities or Common Membership Interests underlying the Purchased Securities, the 

Company and the Company Subsidiaries shall not enter into transactions with Affiliates or 

related persons (within the meaning of Item 404 under the SEC’s Regulation S-K) (other than 

Company Subsidiaries) unless (i) such transactions are on terms no less favorable to the 

Company and the Company Subsidiaries than could be obtained from an unaffiliated third party 

and (ii) if otherwise required by applicable law, rule or regulation (including any requirement of 

the New York Stock Exchange), have been approved by the audit committee of the Board of 

Managers or comparable body of independent Managers of the Company, provided that this 

Section 4.12 shall not restrict the performance of transactions pursuant to binding contractual 

agreements entered into prior to the date hereof. 

4.13 Bank and Thrift Holding Company Status. If the Company is a Bank Holding 

Company or a Savings and Loan Holding Company on the Signing Date, then the Company shall 
36 

maintain its status as a Bank Holding Company or Savings and Loan Holding Company, as the 

case may be, for as long as the Investor owns any Purchased Securities or Common Membership 

Interests underlying the Convertible Preferred Interests. The Company shall redeem all 

Purchased Securities held by the Investor prior to terminating its status as a Bank Holding 

Company or Savings and Loan Holding Company, as applicable. “Bank Holding Company”

means a company registered as such with the Federal Reserve pursuant to 12 U.S.C. § 1842 and 

the regulations of the Federal Reserve promulgated thereunder. “Savings and Loan Holding 

Company” means a company registered as such with the Office of Thrift Supervision pursuant to 

12 U.S.C. § 1467(a) and the regulations of the Office of Thrift Supervision promulgated 

thereunder. 

4.14 Predominantly Financial. For as long as the Investor owns any Purchased 

Securities or Common Membership Interests underlying the Purchased Securities, the Company, 

to the extent it is not itself an insured depository institution, agrees to remain predominantly 

engaged in financial activities. A company is predominantly engaged in financial activities if the 

annual gross revenues derived by the company and all subsidiaries of the company (excluding 

revenues derived from subsidiary depository institutions), on a consolidated basis, from engaging 

in activities that are financial in nature or are incidental to a financial activity under Subsection 

(k) of Section 4 of the Bank Holding Company Act of 1956 (12 U.S.C. § 1843(k)) represent at 

least 85% of the consolidated annual gross revenues of the company. 

4.15 Joinder Agreement. On the Closing Date, the Investor and the Company shall 

execute or have executed an agreement under which the Investor agrees to be bound by all the 

applicable terms of the LLC Agreement, in substantially the form attached hereto as Annex E. 

Article V 

Miscellaneous 

5.1 Termination. This Agreement may be terminated at any time prior to the Closing: 

(a) by either the Investor or the Company if the Closing shall not have occurred by 

the 30th calendar day following the Signing Date; provided, however, that in the event the 

Closing has not occurred by such 30th calendar day, the parties will consult in good faith to 

determine whether to extend the term of this Agreement, it being understood that the parties shall 

be required to consult only until the fifth day after such 30th calendar day and not be under any 

obligation to extend the term of this Agreement thereafter; provided, further, that the right to 

terminate this Agreement under this Section 5.1(a) shall not be available to any party whose 

breach of any representation or warranty or failure to perform any obligation under this 

Agreement shall have caused or resulted in the failure of the Closing to occur on or prior to such 

date; or 

(b) by either the Investor or the Company in the event that any Governmental Entity 

shall have issued an order, decree or ruling or taken any other action restraining, enjoining or 

otherwise prohibiting the transactions contemplated by this Agreement and such order, decree, 

ruling or other action shall have become final and nonappealable; or 

(c) by the mutual written consent of the Investor and the Company. 
37 

In the event of termination of this Agreement as provided in this Section 5.1, this Agreement 

shall forthwith become void and there shall be no liability on the part of either party hereto 

except that nothing herein shall relieve either party from liability for any breach of this 

Agreement. 

5.2 Survival of Representations and Warranties. All covenants and agreements, other 

than those which by their terms apply in whole or in part after the Closing, shall terminate as of 

the Closing. The representations and warranties of the Company made herein or in any 

certificates delivered in connection with the Closing shall survive the Closing without limitation. 

5.3 Amendment. No amendment of any provision of this Agreement will be effective 

unless made in writing and signed by an officer or a duly authorized representative of each party; 

provided that the Investor may unilaterally amend any provision of this Agreement to the extent 

required to comply with any changes after the Signing Date in applicable federal statutes. No 

failure or delay by any party in exercising any right, power or privilege hereunder shall operate 

as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further 

exercise of any other right, power or privilege. The rights and remedies herein provided shall be 

cumulative of any rights or remedies provided by law. 

5.4 Waiver of Conditions. The conditions to each party’s obligation to consummate 

the Purchase are for the sole benefit of such party and may be waived by such party in whole or 

in part to the extent permitted by applicable law. No waiver will be effective unless it is in a 

writing signed by a duly authorized officer of the waiving party that makes express reference to 

the provision or provisions subject to such waiver. 

5.5 Governing Law: Submission to Jurisdiction, Etc. This Agreement will be 

governed by and construed in accordance with the federal law of the United States if and to 

the extent such law is applicable, and otherwise in accordance with the laws of the State of 

New York applicable to contracts made and to be performed entirely within such State. 

Each of the parties hereto agrees (a) to submit to the exclusive jurisdiction and venue of the 

United States District Court for the Southern District of New York and the United States 

Court of Federal Claims for any and all civil actions, suits or proceedings arising out of or 

relating to this Agreement or the Warrant or the transactions contemplated hereby or 

thereby, and (b) that notice may be served upon (i) the Company at the address and in the 

manner set forth for notices to the Company in Section 5.6 and (ii) the Investor in 

accordance with federal law. To the extent permitted by applicable law, each of the parties 

hereto hereby unconditionally waives trial by jury in any civil legal action or proceeding 

relating to this Agreement or the Warrant or the transactions contemplated hereby or 

thereby.

5.6 Notices. Any notice, request, instruction or other document to be given hereunder 

by any party to the other will be in writing and will be deemed to have been duly given (a) on the 

date of delivery if delivered personally, or by facsimile, upon confirmation of receipt, or (b) on 

the second business day following the date of dispatch if delivered by a recognized next day 

courier service. All notices to the Company shall be delivered as set forth in Schedule A, or 

pursuant to such other instruction as may be designated in writing by the Company to the 
38 

Investor. All notices to the Investor shall be delivered as set forth below, or pursuant to such 

other instructions as may be designated in writing by the Investor to the Company. 

If to the Investor: 

United States Department of the Treasury 

1500 Pennsylvania Avenue, NW, Room 2312 

Washington, D.C. 20220 

Attention: Chief Counsel, Office of Financial Stability 

Facsimile: (202) 927-9225 

Email: OFSChiefCounselNotices@do.treas.gov 

5.7 Definitions

(a) When a reference is made in this Agreement to a subsidiary of a person, the term 

“subsidiary” means any corporation, partnership, joint venture, limited liability company or other 

entity (x) of which such person or a subsidiary of such person is a general partner or (y) of which 

a majority of the voting securities or other voting interests, or a majority of the securities or other 

interests of which having by their terms ordinary voting power to elect a majority of the board of 

directors or persons performing similar functions with respect to such entity, is directly or 

indirectly owned by such person and/or one or more subsidiaries thereof. 

(b) The term “Affiliate” means, with respect to any person, any person directly or 

indirectly controlling, controlled by or under common control with, such other person. For 

purposes of this definition, “control” (including, with correlative meanings, the terms “controlled 

by” and “under common control with”) when used with respect to any person, means the 

possession, directly or indirectly, of the power to cause the direction of management and/or 

policies of such person, whether through the ownership of voting securities by contract or 

otherwise. 

(c) The terms “knowledge of the Company” or “Company’s knowledge” mean the 

actual knowledge after reasonable and due inquiry of the “officers” (as such term is defined in 

Rule 3b-2 under the Exchange Act, but excluding any Vice President or Secretary) of the 

Company. 

5.8 Assignment. Neither this Agreement nor any right, remedy, obligation nor 

liability arising hereunder or by reason hereof shall be assignable by any party hereto without the 

prior written consent of the other party, and any attempt to assign any right, remedy, obligation 

or liability hereunder without such consent shall be void, except (a) an assignment, in the case of 

a merger, consolidation, statutory share exchange or similar transaction that requires the approval 

of the Company’s members (a “Business Combination”) where such party is not the surviving 

entity, or a sale of substantially all of its assets, to the entity which is the survivor of such 

Business Combination or the purchaser in such sale and (b) as provided in Sections 3.5 and 4.5. 

5.9 Severability. If any provision of this Agreement or the Warrant, or the 

application thereof to any person or circumstance, is determined by a court of competent 

jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the 
39 

application of such provision to persons or circumstances other than those as to which it has been 

held invalid or unenforceable, will remain in full force and effect and shall in no way be affected, 

impaired or invalidated thereby, so long as the economic or legal substance of the transactions 

contemplated hereby is not affected in any manner materially adverse to any party. Upon such 

determination, the parties shall negotiate in good faith in an effort to agree upon a suitable and 

equitable substitute provision to effect the original intent of the parties. 

5.10 No Third Party Beneficiaries. Nothing contained in this Agreement, expressed or 

implied, is intended to confer upon any person or entity other than the Company and the Investor 

any benefit, right or remedies, except that the provisions of Section 4.5 shall inure to the benefit 

of the persons referred to in that Section. 

* * * 
ANNEX A 

FORM OF AMENDMENT FOR PREFERRED INTERESTS

[SEE ATTACHED] 
ANNEX B 

FORMS OF WAIVERS

[SEE ATTACHED] 
4 

ANNEX D 

FORM OF WARRANT

[SEE ATTACHED] 
5 

ANNEX E 

FORM OF JOINDER AGREEMENT

Reference is made to the Fourth Amended and Restated Limited Liability Company 

Operating Agreement of GMAC LLC, dated as of April 15, 2009, as amended (the “LLC 

Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings 

assigned to such terms in the LLC Agreement. 

Pursuant to the admission of the undersigned as an Additional Member of the LLC 

Agreement, the undersigned agrees to be bound by all the applicable terms and conditions of the 

LLC Agreement and the Call Option. This Joinder Agreement is delivered by the undersigned 

pursuant to Section 3.2(b) of the LLC Agreement. 

This Joinder Agreement and any amendments, waivers, consents or supplements hereto 

may be executed in any number of counterparts and by different parties hereto in separate 

counterparts, each of which when so executed and delivered shall be deemed to be an original, 

but all such counterparts together shall constitute one and the same agreement. 

THIS JOINDER AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN 

ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE. 
SCHEDULE A 

ADDITIONAL TERMS AND CONDITIONS

Company Information:

Name of the Company: GMAC LLC 

Corporate or other organizational form: Limited Liability Company 

Jurisdiction of Organization: Delaware 

Appropriate Federal Banking Agency: Board of Governors of the Federal Reserve 

System 

Notice Information: GMAC LLC 

200 Renaissance Center 

P.O. Box 200, Detroit, Michigan 

48265-2000 

Attn: GMAC General Counsel 

Facsimile: (313) 656-6124 

With a copy to: 

Wachtell, Lipton, Rosen & Katz 

c/o David E. Shapiro, Esq. 

51 West 52nd St. 

New York, NY 10019 

Fax: (212) 403-2000 

Terms of the Purchase:

Series of Preferred Membership Interests 

Purchased: 

Fixed Rate Cumulative Mandatorily 

Convertible Preferred Membership Interests, 

Series F 

Per Unit Capital Amount of Membership 

Interests: $50 

Number of Units of Convertible Preferred 

Purchased: 

150,000,000 

Conversion Rate of Convertible Preferred: 0.00432, subject to anti-dilution adjustments 

Distribution Payment Dates on Convertible 

Preferred: 

February 15, May 15, August 15, and 

November 15 of each year 

Net Number of Units of Convertible 

Preferred Received Upon Exercise of the 

Warrant 

7,500,000 

Exercise Price of the Warrant: $0.01 
Purchase Price:

Closing:

Location of Closing:

Time of Closing:

Date of Closing:

Wire Information for Closing:

Contact for Confirmation of Wire

Information:

$7,500,000,000

Sonnenschein Nath & Rosenthal LLP

4:00 pm EST

May 21, 2009
[REMAINING SCHEDULES REDACTED]
GMAC LLC

Mandatorily Convertible Preferred Membership Interests and Warrants

Summary of Mandatorily Convertible Preferred Membership Interests and Warrant 

Terms

Issuer: GMAC LLC (“GMAC”) 

Initial Holder: United States Department of the Treasury (the “UST”). 

Size: Up to $13.1 billion in aggregate liquidation preference. 

Security: 9% Mandatorily Convertible Preferred Membership 

Interests, $50 liquidation preference per membership 

interest (the “Convertible Preferred”). 

Timing: UST’s investment in $7.5 billion of Convertible 

Preferred will occur on or before May 21, 2009(the 

“Initial Investment”). 

UST’s investment in up to $5.6 billion of Convertible 

Preferred will occur upon the approval of GMAC’s 

capital plan (“Capital Plan”) and, if liquidity is separately 

addressed, a Liquidity Plan, in each case which is agreed 

to by UST and executed between Federal Reserve and 

GMAC prior to June 8, 2009 (the “Second Investment”). 

Term/Mandatory Conversion: Mandatorily converts to common membership interest 

after 7 years at the Conversion Rate. 

Conversion at the Option of the 

Issuer: 

The Convertible Preferred shall be convertible in whole 

or in part at the Conversion Rate at GMAC’s option at 

any time, subject to the approval of the Federal Reserve; 

provided that GMAC shall not convert any Convertible 

Preferred to the extent that such conversion would result 

in the UST owning in excess of 49% of GMAC’s 

outstanding common membership interests (after giving 

effect to such conversion and assuming that the common 

membership interests issued to GM on January 16, 2009 

(so long as such common membership interests are held 

as collateral for the $884 million rights offering loan to 

General Motors Corporation) are owned by UST) except 

(1) with the prior written consent of the UST, (2) 

pursuant to GMAC’s Capital Plan, or (3) pursuant to an 

order of the Federal Reserve compelling such a 

conversion. 
- 2 - 

Conversion at the Option of the 

Holder: 

The Convertible Preferred shall be convertible, in whole 

or in part, at the Conversion Rate at the option of the 

holder upon specified corporate events, including any 

public offering of GMAC’s common membership 

interests, certain sales, mergers or changes of control at 

GMAC, provided that neither of (i) the conversion of 

GMAC into a corporation, (ii) the conversion of GMAC 

preferred membership interests into common 

membership interests, or (iii) the sale or distribution of 

common interests by entities affiliated with GM or 

Cerberus in order to comply with their commitments to 

the Federal Reserve in connection with GMAC’s status 

as a bank holding company shall constitute a change of 

control. 

Conversion Rate: The “Conversion Rate” for the Convertible Preferred 

shall be 0.00432 units of common membership interests 

per unit of Convertible Preferred converted, as calculated 

based on a conversion price equal to 90% of the 

midpoint of the valuation range determined by an 

appraiser, subject to anti-dilution provisions. 

Upon any conversion of the Convertible Preferred to 

common membership interests, GMAC shall also pay 

any accrued and unpaid distributions at its option in 

either cash or common membership interests, which 

common membership interests shall be valued for this 

purpose at the Conversion Price (as defined below). 

Ranking: The Convertible Preferred shall be senior to common 

membership interests and pari passu with existing 

preferred membership interests (including the GM 

Preferred) and any other preferred membership interests 

issued in the future other than preferred membership 

interests issued in the future which by their terms rank 

junior to any other preferred membership interests. 

Regulatory Capital Status: Tier 1. 

Distribution: The Convertible Preferred will pay cumulative cash 

distributions at a rate of 9% per annum, paid on a 

quarterly basis. Deferred payments will accrue interest, 

compounded quarterly, at 9% per annum. GMAC shall 

make pro rata allocations of items of gross income to the 

holder(s) of the Convertible Preferred in an amount equal 

to any distributions to which such holders are entitled. 

Redemption of Convertible 

Preferred at the Option of the 

The Convertible Preferred may be redeemed, subject to 

the approval of the Federal Reserve, in whole or in part 
- 3 - 

Company: at any time. 

The Convertible Preferred may be redeemed, in whole or 

in part, within the first two years of issuance at the 

capital amount, plus any accrued and unpaid 

distributions. After the first two years of issuance, the 

Convertible Preferred may be redeemed, in whole or in 

part, at the greater of (i) capital amount plus accrued and 

unpaid distributions and (ii) the As-Converted Value (as 

defined below). 

Restrictions on Distributions: For as long as any Convertible Preferred are outstanding, 

no distributions may be declared or paid on junior 

preferred membership interests, preferred membership 

interests ranking pari passu with the Convertible 

Preferred, or common membership interests (other than 

in the case of pari passu preferred membership interests, 

distributions on a pro rata basis with the Convertible 

Preferred), nor may GMAC repurchase or redeem any 

junior preferred membership interests, preferred 

membership interests ranking pari passu with the 

Convertible Preferred or common membership interests, 

unless all accrued and unpaid distributions for all past 

distribution periods on the Convertible Preferred are fully 

paid. Notwithstanding the foregoing, GMAC may pay 

tax distributions on junior membership interests, subject 

to the provisions of Section 5.1 of GMAC’s Fourth 

Amended and Restated Limited Liability Company 

Operating Agreement, as amended. 

Common Distributions: Subject to the payment of tax distributions as described 

under “Restrictions on Distributions” above, for so long 

as any Convertible Preferred are outstanding and owned 

by the UST or the UST owns any common membership 

interests of GMAC issued upon conversion of the 

Convertible Preferred, any distributions declared and 

paid on the common membership interests shall be 

subject to the consent of the UST. 

Restrictions on Repurchases: For so long as any Convertible Preferred are outstanding 

and owned by the UST or the UST owns any common 

membership interests of GMAC, the UST’s consent shall 

be required for any repurchases of equity securities or 

trust preferred securities, subject to certain exceptions, 

including exceptions similar to those in Section 4.8 of the 

Securities Purchase Agreement – Standard Terms of the 

UST’s Capital Purchase Program. In addition, there shall 

be no share repurchases of junior preferred membership 
- 4 - 

interests, preferred membership interests ranking pari 

passu with the Convertible Preferred, or common 

membership interests, if prohibited as described above 

under “Restrictions on Distributions.” 

Voting rights: The Convertible Preferred shall have no voting rights 

prior to conversion to common membership interests, 

other than class voting rights on (i) any authorization or 

issuance of membership interests ranking senior to the 

Convertible Preferred, (ii) any adverse amendment to the 

rights of the Convertible Preferred, or (iii) any merger, 

exchange or similar transaction which would adversely 

affect the rights of the Convertible Preferred. 

Upon conversion of the Convertible Preferred, the UST 

will have the voting rights associated with GMAC’s 

common membership interests. 

Transferability: The Convertible Preferred and the underlying common 

membership interests will not be subject to any 

contractual restrictions on transfer; provided that on or 

prior to December 29, 2009, the UST shall use its best 

efforts not to transfer any Convertible Preferred or any 

common membership interests if, prior to a conversion of 

GMAC into a corporation or the listing of GMAC’s 

membership interests on a national security exchange, 

such transfer would be in violation of Section 9.5 of 

GMAC’s limited liability company operating agreement. 

GMAC will file a shelf registration statement covering 

the Convertible Preferred and common membership 

interests as promptly as reasonably practicable after the 

date of this investment closing and, if necessary, shall 

take all action required to cause such shelf registration 

statement to be declared effective as soon as possible. 

GMAC will also grant to the UST piggyback registration 

rights for the Convertible Preferred and the underlying 

common membership interests and will take such other 

steps as may be reasonably requested to facilitate the 

transfer of the Convertible Preferred and the underlying 

common membership interests. If requested by UST, 

GMAC will appoint a depositary to hold the Convertible 

Preferred and issue depositary receipts. 

Mandatory Sale: Following an initial public offering (effected pursuant to 

GMAC’s limited liability company operating agreement) 

UST will proceed with an orderly liquidation of its 

interest in GMAC, but beginning no later than 7 years 
- 5 - 

following such initial public offering, with a target of 

liquidating 10%-20% of the UST’s interest in GMAC’s 

equity securities in each succeeding year. 

Following the conversion of the Convertible Preferred 

into GMAC’s common membership interests, GMAC 

will have the right, subject to the approval of the Federal 

Reserve, to repurchase any of such common membership 

interests held by the UST at a price equal to the greater 

of (i) the Conversion Price (as defined below) and (ii) (a) 

if GMAC’s common membership interests are traded on 

a national securities exchange, the market price of the 

common membership interests on the date of repurchase 

(calculated based on the average closing price during 

the 20 trading day period beginning on the day after 

notice of repurchase is given) or (b) if GMAC’s 

common membership interests are not traded on a 

national securities exchange, the per common 

membership interest fair market value of GMAC as of 

the last day of the most recent calendar quarter prior to 

the repurchase date as determined by an investment bank 

of national reputation (selected by UST and paid for by 

GMAC) (the “As-Converted Value”). “Conversion 

Price” means the capital amount per unit of Designated 

Preferred divided by the Conversion Rate. Any such 

repurchases must be made with the proceeds of an 

issuance of common membership interests for cash or 

additions to retained earnings from the date of the 

investment closing through the date of the repurchase. 

Executive Compensation, 

Transparency, Accountability, 

Monitoring: 

GMAC and its covered officers and employees shall 

agree to comply with the generally applicable rules, 

regulations and guidance of the UST with respect to 

executive compensation, transparency, accountability 

and monitoring. 

Closing Conditions; 

Documentation and Timing: 

FIM Holdings LLC and GM Finance Co. LLC shall 

waive their preemptive rights under GMAC’s limited 

liability operating agreement. 

It shall be a condition of both the Initial Investment and 

the Second Investment that GMAC and its members shall 

enter into a revised Governance Agreement and/or 

amended and restated limited liability company operating 

agreement satisfactory to UST, consistent with 

discussions between GMAC and UST.
- 6 - 

Tax Matters: GMAC intends to comply with the “substantial economic 

effect” safe harbor contained in Treasury Regulations 

under Internal Revenue Code Section 704(b) such that, 

upon GMAC’s liquidation, distributions to the unit 

holders shall be made in accordance with capital account 

balances. GMAC shall make pro rata allocations of 

items of gross income to the holders of the Convertible 

Preferred in an amount equal to the difference between 

the liquidation preference of such Convertible Preferred 

and the initial capital account attributable to such 

Convertible Preferred. In connection with any 

conversion of the Convertible Preferred, GMAC intends 

to follow the methodology set forth in the proposed 

Treasury Regulations relating to noncompensatory 

partnership options published in the Federal Register on 

January 22, 2003 (68 Fed. Reg. 2930-01). 
- 7 - 

Summary of Warrant Terms

Warrant: The UST will receive warrants to purchase additional 

units of Convertible Preferred having an aggregate 

capital amount equal to 5% of the gross proceeds of each 

of the Initial Investment and, if made, the Second 

Investment. The initial exercise price for the warrants 

shall be $0.01 per membership interest. The UST intends 

to immediately exercise the warrants. 

Term: 10 years 

Exercisability: Immediately exercisable, in whole or in part 

Transferability: The warrants, the Convertible Preferred and the 

underlying common membership interests will not be 

subject to any contractual restrictions on transfer; 

provided that on or prior to December 29, 2009, the UST 

shall use its best efforts not to transfer any warrants, 

Convertible Preferred, or any common membership 

interests if, prior to a conversion of GMAC into a 

corporation or the listing of GMAC’s membership 

interests on a national security exchange, such transfer 

would be in violation of Section 9.5 of GMAC’s limited 

liability company operating agreement. 

GMAC will file a shelf registration statement covering 

the warrants, the Convertible Preferred, and the 

underlying common membership interests as promptly as 

practicable after the date of the investment closing and, if 

necessary, shall take all action required to cause such 

shelf registration statement to be declared effective as 

soon as possible. GMAC will also grant to the UST 

piggyback registration rights for the warrants, the 

Convertible Preferred, and the underlying common 

membership interests and will take such other steps as 

may be reasonably requested to facilitate the transfer of 

the warrants, the Convertible Preferred, and the 

underlying common membership interests. GMAC will 

take such other steps as may be reasonably requested to 

facilitate the transfer of the warrants, the Convertible 

Preferred, or the underlying common membership 

interests. 
10279129/10

EXECUTION COPY

AMENDMENT NO. 1 TO 

FOURTH AMENDED AND RESTATED 

LIMITED LIABILITY COMPANY OPERATING AGREEMENT 

OF 

GMAC LLC 

This AMENDMENT NO. 1, dated as of May 21, 2009 (this “Amendment”), to the Fourth 

Amended and Restated Limited Liability Company Operating Agreement of GMAC LLC, dated 

April 15, 2009 (as amended, the “LLC Agreement”), by and among GMAC LLC, a Delaware 

limited liability company, (the “Issuer”), GM Finance Co. Holdings LLC, a Delaware limited 

liability company (“GM Holdco”), GMAC Preferred Finance Co. Holdings LLC, a Delaware 

limited liability company, FIM Holdings LLC, a Delaware limited liability company (“FIM”), 

GMAC Management LLC, a Delaware limited liability company, Preferred Blocker Inc., a 

Delaware corporation (“Blocker Sub”), and the United States Department of the Treasury, as 

members of the Issuer, and each other Person who at any time becomes a member of the Issuer 

in accordance with the terms of the LLC Agreement, is made by and between GM Holdco and 

FIM in their capacity as the holders of all of the issued and outstanding Common Interests. 

Capitalized terms used but not defined in this Amendment shall have the meanings set forth in 

the LLC Agreement. 

WHEREAS, GM Holdco and FIM desire to amend the LLC Agreement to create a series 

of preferred membership interests, capital amount $50 per unit, of the Issuer, and that the number 

of units of such series, and the voting and other powers, preferences and relative, participating, 

optional or other rights, and the qualifications, limitations and restrictions thereof, of the units of 

such series are set forth in this Amendment; 

WHEREAS, GM Holdco and FIM are the holders of all of the issued and outstanding 

Common Interests as of the date hereof and in such capacity have the right under the LLC 

Agreement to consent to the amendment of certain terms of the LLC Agreement as set forth in 

this Amendment upon the approval of such amendments by the Board of Managers of GMAC 

LLC; and 

WHEREAS, the Board of Managers of GMAC LLC has approved this Amendment. 

NOW, THEREFORE, the parties hereto agree as follows: 

Part 1. Designation and Number of Units. There is hereby created a series of preferred 

membership interests designated as the “Fixed Rate Cumulative Mandatorily Convertible 

Preferred Membership Interests, Series F” (the “Designated Preferred”), which shall be 

subdivided into separate units of ownership having the terms set forth in this Amendment. The 

authorized number of units of Designated Preferred shall be 157,500,000. 

Part 2. Standard Provisions. The Standard Provisions contained in Schedule A attached 

hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of 

this Amendment and the LLC Agreement to the same extent as if such provisions had been set 

forth in full herein. 
2 

Part. 3. Definitions. The following terms are used in this Amendment (including the 

Standard Provisions in Schedule A hereto) as defined below: 

(a) “Capital Amount” means $50 per unit of Designated Preferred. 

(b) “Common Interests” means the common membership interests of the Issuer. 

(c) “Distribution Payment Date” means February 15, May 15, August 15 and 

November 15 of each year. 

(d) “Junior Interests” means the Common Interests, the Class C Membership 

Interests, and any other class or series of membership interest of the Issuer the terms of which 

expressly provide that it ranks junior to Designated Preferred as to distribution rights and/or as to 

rights on liquidation, dissolution or winding up of the Issuer. 

(e) “Parity Interests” means any class or series of membership interests of the Issuer 

(other than Designated Preferred) the terms of which do not expressly provide that such class or 

series will rank senior or junior to Designated Preferred as to distribution rights and/or as to 

rights on liquidation, dissolution or winding up of the Issuer (in each case without regard to 

whether distributions accrue cumulatively or non-cumulatively). Without limiting the foregoing, 

Parity Interests shall include (i) the GM Preferred Membership Interests, (ii) the Class D-1 

Preferred Membership Interests, (iii) the Class D-2 Preferred Membership Interests and (iv) the 

Class E Preferred Membership Interests. 

(f) “Signing Date” means May 21, 2009. 

Part. 4. Preemptive Rights. Section 12.3 of the LLC Agreement is hereby amended in all 

regards to exempt from the applicability of such section the issuance of the Designated Preferred. 

[Remainder of Page Intentionally Left Blank] 
IN WITNESS WHEREOF, the undersigned have caused this Amendment to be signed

this _ day of May 2009.

FIM HOLDINGS LLC

By: Cerberus FIM Investors, LLC,

its Managing Member

By: Cerberus FIM, LLC,

Its Managing Member

By: r<:C.. O~ Name: Seth Plattus

Title: Managing Director

[Signature Page to Amendment no.] to Fourth Amended and Restated Limited Liability

Company Operating Agreement ofGMAC LLC]
GM FINANCE CO. HOLDrYS r;C

By: ~Vf-IL- Name: 'NQ.l+e..v "%ov"\t

Title: c.eo

[Signature Page to Amendment no. 1 to Fourth Amended and RestatedLimited Liability

Company Operating Agreement ofGMAC LLCj
 

Schedule A 

STANDARD PROVISIONS 

Section 1. General Matters. Each unit of Designated Preferred shall be identical in 

all respects to every other unit of Designated Preferred. The Designated Preferred shall rank 

equally with Parity Interests and shall rank senior to Junior Interests with respect to the payment 

of distributions and the distribution of assets in the event of any dissolution, liquidation or 

winding up of the Issuer. 

Section 2. Standard Definitions. As used herein with respect to Designated 

Preferred: 

(a) “Applicable Distribution Rate” means 9% per annum. 

(b) “Appraiser” means an investment bank of national reputation, engaged by the 

Issuer with the approval of the United States Department of the Treasury (such approval not to 

be unreasonably withheld). 

(c) “Appropriate Federal Banking Agency” means the “appropriate Federal banking 

agency” with respect to the Issuer as defined in Section 3(q) of the Federal Deposit Insurance 

Act (12 U.S.C. Section 1813(q)), or any successor provision. 

(d) “As-Converted Value” means the amount equal to the greater of (A) the 

Conversion Price and (B)(i) if the Common Interests are traded on a national securities 

exchange, the market price of the Common Interests on the date of repurchase or conversion 

(calculated based on the average closing price during the 20 trading day period beginning on 

the day after notice of repurchase or conversion is given) or (ii) if the Common Interests are not 

traded on a national securities exchange, the per Common Interest Fair Market Value of the 

Issuer as of the last day of the most recent calendar quarter prior to the repurchase or conversion 

date as determined by an Appraiser. 

(e) “Business Combination” means a merger, consolidation, statutory share exchange 

or similar transaction that requires the approval of the Issuer’s membership interest holders. 

(f) “Business Day” means any day except Saturday, Sunday and any day on which 

banking institutions in the State of New York generally are authorized or required by law or 

other governmental actions to close. 

(g) “Capital Preference” has the meaning set forth in Section 4(a). 

(h) “Change of Control” means the existence or occurrence of any of the following: 

(i) the sale, conveyance or disposition of all or substantially all of the assets of the Issuer; (ii) the 

effectuation of a transaction or series of related transactions in which more than fifty percent 

(50%) of the voting power of the Issuer is disposed of (excluding any disposition in connection 

with a public offering or to widely dispersed institutional purchasers); (iii) the consolidation, 

merger or other business combination of the Issuer with or into any other entity, immediately 

following which the members of the Issuer fail to own, directly or indirectly, at least fifty percent 
A-2 

(50%) of the voting equity of the surviving entity; (iv) a transaction or series of transactions in 

which any person or “group” (as such term is used in Sections 13(d) and 14(d) of the Securities 

Exchange Act of 1934, as amended) acquires more than fifty percent (50%) of the voting equity 

of the Issuer; or (v) the replacement of a majority of the Board of Managers with individuals who 

were not nominated or elected by at least a majority of the Managers at the time of such 

replacement; provided, however, that none of (i) a GMAC Conversion (as defined below), (ii) 

the issuance and sale of Common Interests pursuant to any conversion of any of GMAC’s 

Preferred Membership Interests; or (iii) the sale or distribution of Common Interests by FIM or 

GM Holdco in order to comply with their commitments to the Federal Reserve in connection 

with the Issuer’s Bank Holding Company status, shall constitute a change of control. 

(i) “Conversion Price” means the capital amount per unit of Designated Preferred 

divided by the then-applicable Conversion Rate. 

(j) “Conversion Rate” initially means 0.00432, subject to the anti-dilution provisions 

set forth in Appendix A, which number represents the number of Common Interests for which a 

unit of Designated Preferred shall be exchanged pursuant to the exercise of the Optional 

Conversion or the Mandatory Conversion. 

(k) “Distribution Period” has the meaning set forth in Section 3(a). 

(l) “Distribution Record Date” has the meaning set forth in Section 3(a). 

(m) “Fair Market Value” means, in reference to the Common Interests, the fair market 

value of the Common Interests, as between a willing buyer and a willing seller in an arms’ length 

transaction occurring on the date of valuation, taking into account the factors suggested by the 

Issuer and the United States Department of the Treasury, to the extent the Appraiser deems 

appropriate. 

(n) “Federal Reserve” means the Board of Governors of the Federal Reserve System. 

(o) “Mandatory Conversion” means the mandatory conversion of each unit of the 

Designated Preferred into Common Interests at the then-applicable Conversion Rate on the 

seventh anniversary of the Original Issue Date. 

(p) “Optional Conversion” means the conversion of units of the Designated Preferred 

into Common Interests at the then-applicable Conversion Rate, either (i) in whole or in part, at 

any time or from time to time, at the election of the Issuer, subject to the requirements and 

conditions set forth in Section 6(a)(i)(A), or (ii) in whole or in part, at the election of the Holder, 

upon any public offering of the Common Interests or upon the occurrence of a Change of Control 

of the Issuer, subject to the requirements and conditions set forth in Section 6(a)(i)(B). 

(q) “Original Issue Date” means the date on which units of Designated Preferred are 

first issued. 

(r) “Preferred Interests” means any and all series of preferred membership interest of 

the Issuer, including the Designated Preferred. 
A-3 

(s) “Redemption Price” means (i) during the period from the Original Issue Date to, 

but excluding, the second anniversary of the Original Issue Date, the sum of (A) the Capital 

Amount and (B) any accrued and unpaid distributions (including, if applicable as provided in 

Section 3(a) below, distributions on such amount) to, but excluding, the date fixed for 

redemption, and (ii) from and after the second anniversary of the Original Issue Date, the greater 

of (A) the amount calculated in clause (i) and (B) the As-Converted Value of the Designated 

Preferred to be redeemed. 

(t) “Standard Provisions” mean these Standard Provisions that form a part of the 

LLC Agreement. 

Section 3. Distributions. 

(a) Rate. Holders of Designated Preferred shall be entitled to receive, on each unit of 

Designated Preferred if, as and when declared by the Board of Managers of the Issuer or any 

duly authorized committee of the Board of Managers, but only out of assets legally available 

therefor, cumulative cash distributions with respect to each Distribution Period (as defined 

below) at a rate per annum equal to the Applicable Distribution Rate on (i) the Capital Amount 

per unit of Designated Preferred and (ii) the amount of accrued and unpaid distributions for any 

prior Distribution Period on such unit of Designated Preferred, if any. Such distributions shall 

begin to accrue and be cumulative from the Original Issue Date, shall compound on each 

subsequent Distribution Payment Date (i.e., no distributions shall accrue on other distributions 

unless and until the first Distribution Payment Date for such other distributions has passed 

without such other distributions having been paid on such date) and shall be payable quarterly in 

arrears on each Distribution Payment Date, commencing with the first such Distribution Payment 

Date to occur at least 20 calendar days after the Original Issue Date. In the event that any 

Distribution Payment Date would otherwise fall on a day that is not a Business Day, the 

distribution payment due on that date will be postponed to the next day that is a Business Day 

and no additional distributions will accrue as a result of that postponement. The period from and 

including any Distribution Payment Date to, but excluding, the next Distribution Payment Date 

is a “Distribution Period,” provided that the initial Distribution Period shall be the period from 

and including the Original Issue Date to, but excluding, the next Distribution Payment Date. 

Distributions that are payable on Designated Preferred in respect of any Distribution 

Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. 

The amount of distributions payable on Designated Preferred on any date prior to the end of a 

Distribution Period, and for the initial Distribution Period, shall be computed on the basis of a 

360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month. 

Distributions that are payable on Designated Preferred on any Distribution Payment Date 

will be payable to holders of record of Designated Preferred as they appear on the Schedule of 

Members of the Issuer contemplated by the LLC Agreement on the applicable record date, which 

shall be the 15th calendar day immediately preceding such Distribution Payment Date or such 

other record date fixed by the Board of Managers or any duly authorized committee of the Board 

of Managers that is not more than 60 nor less than 10 days prior to such Distribution Payment 

Date (each, a “Distribution Record Date”). Any such day that is a Distribution Record Date shall 

be a Distribution Record Date whether or not such day is a Business Day. 
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Holders of Designated Preferred shall not be entitled to any distributions, whether 

payable in cash, securities or other property, other than distributions (if any) declared and 

payable on Designated Preferred as specified in this Section 3 (subject to the other provisions of 

the LLC Agreement). The Issuer shall make pro rata allocations of items of gross income to the 

holders of the Designated Preferred in an amount equal to any distributions to which such 

holders are entitled under this Section 3. 

(b) Priority of Distributions. So long as any unit of Designated Preferred remains 

outstanding and owned by the United States Department of the Treasury or its affiliates, no 

distribution shall be declared or paid on the Common Interests or any other Junior Interests or 

Parity Interests, subject to the immediately following paragraph in the case of Parity Interests, 

and no Common Interests, Junior Interests, Parity Interests or trust preferred securities issued by 

the Issuer or any affiliate of the Issuer shall be, directly or indirectly, purchased, redeemed or 

otherwise acquired for consideration by the Issuer or any of its subsidiaries unless all accrued 

and unpaid distributions for all past Distribution Periods, including the latest completed 

Distribution Period (including, if applicable as provided in Section 3(a) above, distributions on 

such amount), on all outstanding units of Designated Preferred have been or are 

contemporaneously declared and paid in full (or have been declared and a sum sufficient for the 

payment thereof has been set aside for the benefit of the holders of units of Designated Preferred 

on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, 

purchases or other acquisitions of Common Interests or other Junior Interests in connection with 

the administration of any employee benefit plan in the ordinary course of business and consistent 

with past practice; (ii) the acquisition by the Issuer or any of its subsidiaries of record ownership 

in Junior Interests or Parity Interests for the beneficial ownership of any other persons (other 

than the Issuer or any of its subsidiaries), including as trustees or custodians; (iii) the exchange 

or conversion of Junior Interests for or into other Junior Interests or of Parity Interests for or into 

other Parity Interests (with the same or lesser aggregate capital amount) or Junior Interests, in 

each case, solely to the extent required pursuant to binding contractual agreements entered into 

prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or 

exchange thereof for Common Interests; (iv) distributions by any wholly-owned subsidiary of the 

Issuer; (v) redemptions of securities held by the Issuer or any wholly-owned subsidiary of the 

Issuer; and (vi) tax distributions on Junior Interests to the extent determined to be reasonably 

necessary by the Board of Managers and as are otherwise permitted under Article V of the LLC 

Agreement. 

When distributions are not paid (or declared and a sum sufficient for payment thereof set 

aside for the benefit of the holders thereof on the applicable record date) on any Distribution 

Payment Date (or, in the case of Parity Interests having distribution payment dates different from 

the Distribution Payment Dates, on a distribution payment date falling within a Distribution 

Period related to such Distribution Payment Date) in full upon Designated Preferred and any 

Parity Interests, all distributions declared on Designated Preferred and all such Parity Interests 

and payable on such Distribution Payment Date (or, in the case of Parity Interests having 

distribution payment dates different from the Distribution Payment Dates, on a distribution 

payment date falling within the Distribution Period related to such Distribution Payment Date) 

shall be declared pro rata so that the respective amounts of such distributions declared shall bear 

the same ratio to each other as all accrued and unpaid distributions per unit on the units of 

Designated Preferred (including, if applicable as provided in Section 3(a) above, distributions on 
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such amount) and all Parity Interests payable on such Distribution Payment Date (or, in the case 

of Parity Interests having distribution payment dates different from the Distribution Payment 

Dates, on a distribution payment date falling within the Distribution Period related to such 

Distribution Payment Date) (subject to their having been declared by the Board of Managers or a 

duly authorized committee of the Board of Managers out of legally available funds and 

including, in the case of Parity Interests that bear cumulative distributions, all accrued but unpaid 

distributions) bear to each other. If the Board of Managers or a duly authorized committee of the 

Board of Managers determines not to pay any distribution or a full distribution on a Distribution 

Payment Date, the Issuer will provide written notice to the holders of Designated Preferred prior 

to such Distribution Payment Date. Subject to the foregoing, and not otherwise, such 

distributions (payable in cash, securities or other property) as may be determined by the Board of 

Managers or any duly authorized committee of the Board of Managers may be declared and paid 

on any securities, including Common Interests and other Junior Interests, from time to time out 

of any funds legally available for such payment, and holders of Designated Preferred shall not be 

entitled to participate in any such distributions. 

Section 4. Liquidation Rights. 

(a) Voluntary or Involuntary Liquidation. In the event of any liquidation, dissolution 

or winding up of the affairs of the Issuer, whether voluntary or involuntary, holders of 

Designated Preferred shall be entitled to receive for each unit of Designated Preferred held by 

them, out of the assets of the Issuer or proceeds thereof (whether capital or surplus) available for 

distribution to members of the Issuer, subject to the rights of any creditors of the Issuer, before 

any distribution of such assets or proceeds is made to or set aside for the holders of Common 

Interests and any other membership interests of the Issuer ranking junior to Designated Preferred 

as to such distribution, payment in full in an amount equal to the sum of (i) the Capital Amount 

per unit of Designated Preferred and (ii) the amount of any accrued and unpaid distributions 

(including, if applicable as provided in Section 3(a) above, distributions on such amount), 

whether or not declared, to the date of payment (such amounts collectively, the “Capital 

Preference”). The Issuer intends to comply with the “substantial economic effect” safe harbor 

contained in Treasury Regulations under Internal Revenue Code Section 704(b) such that, upon 

the Issuer’s liquidation, distributions to the unit holders shall be made in accordance with capital 

account balances. The Issuer shall make pro rata allocations of items of gross income to the 

holders of the Designated Preferred in an amount equal to the difference between the Capital 

Amount and the initial capital account attributable to the Designated Preferred. 

(b) Partial Payment. If in any distribution described in Section 4(a) above the assets 

of the Issuer or proceeds thereof are not sufficient to pay in full the amounts payable with respect 

to all outstanding units of Designated Preferred and the corresponding amounts payable with 

respect of any other membership interests of the Issuer ranking equally with Designated 

Preferred as to such distribution, holders of Designated Preferred and the holders of such other 

membership interests shall share ratably in any such distribution in proportion to the full 

respective distributions to which they are entitled. 

(c) Residual Distributions. If the Capital Preference has been paid in full to all 

holders of Designated Preferred and the corresponding amounts payable with respect to any 

other membership interests of the Issuer ranking equally with the Designated Preferred as to such 
A-6 

distribution have been paid in full, the holders of other membership interests of the Issuer shall 

be entitled to receive all remaining assets of the Issuer (or proceeds thereof) according to their 

respective rights and preferences. 

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this 

Section 4, the merger or consolidation of the Issuer with any other corporation or other entity, 

including a merger or consolidation in which the holders of Designated Preferred receive cash, 

securities or other property for their units, or the sale, lease or exchange (for cash, securities or 

other property) of all or substantially all of the assets of the Issuer, shall not constitute a 

liquidation, dissolution or winding up of the Issuer. 

Section 5. Redemption. 

(a) Optional Redemption. The Issuer, at its option, subject to the approval of the 

Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from 

time to time, out of funds legally available therefor, the units of Designated Preferred at the time 

outstanding, upon notice given as provided in Section 5(c) below, at the then-applicable 

Redemption Price. 

(b) Payment of Redemption Price. The Redemption Price for any unit of Designated 

Preferred shall be payable on the redemption date to the holder of such units against surrender of 

the certificate(s) evidencing such units to the Issuer or its agent. Any declared but unpaid 

distributions payable on a redemption date that occurs subsequent to the Distribution Record 

Date for a Distribution Period shall not be paid to the holder entitled to receive the Redemption 

Price on the redemption date, but rather shall be paid to the holder of record of the redeemed 

units on such Distribution Record Date relating to the Distribution Payment Date as provided in 

Section 3 above. 

(c) No Sinking Fund. The Designated Preferred will not be subject to any mandatory 

redemption, sinking fund or other similar provisions. Holders of Designated Preferred will have 

no right to require redemption or repurchase of any units of Designated Preferred. 

(d) Notice of Redemption. Notice of every redemption of units of Designated 

Preferred shall be given by first class mail, postage prepaid, addressed to the holders of record of 

the units to be redeemed at their respective last addresses appearing on the books of the Issuer. 

Such mailing shall be at least 30 days and not more than 60 days before the date fixed for 

redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to 

have been duly given, whether or not the holder receives such notice, but failure duly to give 

such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of units 

of Designated Preferred designated for redemption shall not affect the validity of the proceedings 

for the redemption of any other units of Designated Preferred. Notwithstanding the foregoing, if 

the units of Designated Preferred are issued in book-entry form through The Depository Trust 

Company or any other similar facility, notice of redemption may be given to the holders of 

Designated Preferred at such time and in any manner permitted by such facility. Each notice of 

redemption given to a holder shall state: (1) the redemption date; (2) the number of units of 

Designated Preferred to be redeemed and, if less than all the units held by such holder are to be 

redeemed, the number of such units to be redeemed from such holder; (3) the Redemption Price, 
A-7 

or the method pursuant to which the Redemption Price shall be calculated; and (4) the place or 

places where certificates for such units are to be surrendered for payment of the redemption 

price. 

(e) Partial Redemption. In case of any redemption of part of the units of Designated 

Preferred at the time outstanding, the units to be redeemed shall be redeemed pro rata. Subject to 

the provisions hereof, the Board of Managers or a duly authorized committee thereof shall have 

full power and authority to prescribe the terms and conditions upon which units of Designated 

Preferred shall be redeemed from time to time. If fewer than all the units represented by any 

certificate are redeemed, a new certificate shall be issued representing the unredeemed units 

without charge to the holder thereof. 

(f) Effectiveness of Redemption. If notice of redemption has been duly given and if 

on or before the redemption date specified in the notice all funds necessary for the redemption 

have been deposited by the Issuer, in trust for the pro rata benefit of the holders of the units 

called for redemption, with a bank or trust company doing business in the Borough of 

Manhattan, The City of New York, and having a capital and surplus of at least $500 million and 

selected by the Board of Managers, so as to be and continue to be available solely therefor, then, 

notwithstanding that any certificate for any unit so called for redemption has not been 

surrendered for cancellation, on and after the redemption date distributions shall cease to accrue 

on all units so called for redemption, all units so called for redemption shall no longer be deemed 

outstanding and all rights with respect to such units shall forthwith on such redemption date 

cease and terminate, except only the right of the holders thereof to receive the amount payable on 

such redemption from such bank or trust company, without interest. Any funds unclaimed at the 

end of three years from the redemption date shall, to the extent permitted by law, be released to 

the Issuer, after which time the holders of the units so called for redemption shall look only to 

the Issuer for payment of the redemption price of such units. 

Section 6. Conversion. 

(a) Optional and Mandatory Conversion. 

(i) Prior to the seventh anniversary of the Original Issue Date, 

(A) the Issuer may, at its option, exercise the Optional 

Conversion in whole or in part, subject to the approval of the Federal Reserve, 

provided that the Issuer shall not convert any Convertible Preferred to the extent 

such conversion would result in the Investor owning in excess of 49% of the 

Issuer’s Common Interests (after giving effect to such conversion and assuming 

that any of the Common Interests issued to GM Holdco on January 16, 2009 (so 

long as such Common Interests are held as collateral for the $884 million rights 

offering loan to General Motors Corporation) are owned by the Investor), except 

(1) with the prior written consent of the Investor, (2) pursuant to the Issuer’s 

capital plan, as agreed upon by the Federal Reserve, or (3) pursuant to an order of 

the Federal Reserve compelling such a conversion; and 
A-8 

(B) in the event of any public offering of the Common Interests 

or upon the occurrence of a Change of Control of the Issuer, a Holder may, at its 

option, exercise the Optional Conversion in whole or in part, other than with 

respect to any units of Designated Preferred with respect to which the Issuer shall 

have given notice of redemption pursuant to Section 5. 

(ii) On the seventh anniversary of the Closing Date, any units of Designated 

Preferred which remain outstanding and are held by the Investor or its transferees shall 

each convert to Common Interests pursuant to the Mandatory Conversion. 

(iii) Upon any conversion of units of the Designated Preferred pursuant to the 

Optional Conversion or the Mandatory Conversion, the Issuer shall pay any accrued and 

unpaid distributions (including, if applicable as provided in Section 3(a) above, 

distributions on such amount), whether or not declared, to the date of payment, in either 

cash or Common Interests, to the holder of each unit of the Designated Preferred to be 

converted into Common Interests. If the Issuer elects to make such payment in the form 

of Common Interests, the number of Common Interests to be distributed for this purpose 

will be determined based on the Conversion Price. 

(iv) Common Interests issuable pursuant to the conversion of any unit of the 

Designated Preferred shall be issued on the conversion date to the holder of such units 

against surrender of the certificate(s) evidencing such units to the Issuer or its agent, duly 

endorsed or assigned to the Corporation or in blank. Any issuance of Common Interests 

or payment of cash in respect of declared but unpaid distributions payable on a 

conversion date that occurs subsequent to the Distribution Record Date for a Distribution 

Period shall not be paid to the holder entitled to receive the Common Interests issued 

pursuant to the conversion on the conversion date, but rather shall be paid to the holder of 

record of the converted units on such Distribution Record Date relating to the 

Distribution Payment Date as provided in Section 3 above. In connection with any 

conversion of the Designated Preferred pursuant to this Section 6, the Issuer intends to 

follow the methodology set forth in the proposed Treasury Regulations relating to 

noncompensatory partnership options published in the Federal Register on January 22, 

2003 (68 Fed. Reg. 2930-01). 

(b) Notice of Conversion. Notice of any election to convert units of Designated 

Preferred shall be given by first class mail, postage prepaid. Any such notice given by the Issuer 

shall be addressed to the holders of record of the units to be converted at their respective last 

addresses appearing on the books of the Issuer. Any such notice given by the holders of units of 

the Designated Preferred shall be addressed to the Issuer at its principal business address. Such 

mailing shall be at least 30 days and not more than 60 days before the date fixed for conversion. 

Any notice mailed as provided in this Subsection shall be conclusively presumed to have been 

duly given, whether or not the holder or the Issuer receives such notice, but failure duly to give 

such notice by mail, or any defect in such notice or in the mailing thereof, to the Issuer or to any 

holder of units of Designated Preferred designated for conversion shall not affect the validity of 

the proceedings for the conversion of any other units of Designated Preferred. Notwithstanding 

the foregoing, if the units of Designated Preferred are issued in book-entry form through The 

Depository Trust Company or any other similar facility, notice of conversion may be given to the 
A-9 

holders of Designated Preferred at such time and in any manner permitted by such facility. Each 

notice of conversion given to a holder or to the Issuer shall state: (1) the conversion date; (2) the 

number of units of Designated Preferred to be converted and, if less than all the units held by 

such holder are to be converted, the number of such units to be converted from such holder; (3) 

the number of Common Interests into which such units of Designated Preferred shall be 

converted; and (4) the place or places where certificates for such units are to be surrendered for 

payment. 

(c) Partial Conversion. In case of any conversion of part of the units of Designated 

Preferred at the time outstanding, the units to be converted shall be converted pro rata. Subject 

to the provisions hereof, the Board of Managers or a duly authorized committee thereof shall 

have full power and authority to prescribe the terms and conditions upon which units of 

Designated Preferred shall be converted from time to time. If fewer than all the units represented 

by any certificate are converted, a new certificate shall be issued representing the unconverted 

units without charge to the holder thereof. 

(d) Cash Payments in Lieu of Fractional Shares. No fractional units of Common 

Interests shall be issued upon conversion of Designated Preferred. In lieu of any fractional units 

which would otherwise be deliverable upon the conversion of any Designated Preferred, the 

Issuer shall pay to the holder of such units an amount in cash (computed to the nearest cent), 

determined based on the As-Converted Value. 

(e) Effectiveness of Conversion. If notice of conversion has been duly given and if 

on or before the conversion date specified in the notice all funds necessary for the conversion 

and certificates representing the Common Interests to be issued have been deposited by the 

Issuer, in trust for the pro rata benefit of the holders of the units called for conversion, with a 

bank or trust company doing business in the Borough of Manhattan, The City of New York, and 

having a capital and surplus of at least $500 million and selected by the Board of Managers, so 

as to be and continue to be available solely therefor, then, notwithstanding that any certificate for 

any unit so called for conversion has not been surrendered for cancellation, on and after the 

conversion date distributions shall cease to accrue on all units so called for conversion, all units 

so called for conversion shall no longer be deemed outstanding and all rights with respect to such 

units shall forthwith on such conversion date cease and terminate, except only the right of the 

holders thereof to receive the amount payable on such conversion from such bank or trust 

company, without interest. Any funds or certificates representing Common Interests unclaimed 

at the end of three years from the conversion date shall, to the extent permitted by law, be 

released to the Issuer, after which time the holders of the units so called for conversion shall look 

only to the Issuer for payment of the conversion price of such units. 

Section 7. Voting Rights. 

(a) General. The holders of Designated Preferred shall not have any voting rights 

except as set forth below or as otherwise from time to time required by law. 

(b) RESERVED. 
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(c) Class Voting Rights as to Particular Matters. So long as any units of Designated 

Preferred are outstanding, in addition to any other vote or consent of members required by law or 

by the LLC Agreement, the vote or consent of the holders of at least a majority of the units of 

Designated Preferred at the time outstanding, voting as a separate class, given in person or by 

proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall 

be necessary for effecting or validating: 

(i) Authorization of Senior Stock. Any amendment or alteration of the LLC 

Agreement to authorize or create or increase the authorized amount of, or any issuance 

of, any membership interests of, or any securities convertible into or exchangeable or 

exercisable for membership interests of, any class or series of membership interests of the 

Issuer ranking senior to the Designated Preferred with respect to either or both the 

payment of distributions and/or the distribution of assets on any liquidation, dissolution 

or winding up of the Issuer; 

(ii) Amendment of Designated Preferred. Any amendment, alteration or 

repeal of any provision of the LLC Agreement (including, unless no vote on such merger 

or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or 

repeal by means of a merger, consolidation or otherwise) so as to adversely affect the 

rights, preferences, privileges or voting powers of the Designated Preferred; or 

(iii) Exchanges, Reclassifications, Mergers and Consolidations. Any 

consummation of a binding exchange or reclassification involving the Designated 

Preferred other than an Optional Conversion or Mandatory Conversion, or of a merger or 

consolidation of the Issuer with another corporation or other entity, unless in each case 

(x) the units of Designated Preferred remain outstanding or, in the case of any such 

merger or consolidation with respect to which the Issuer is not the surviving or resulting 

entity, are converted into or exchanged for preference securities of the surviving or 

resulting entity or its ultimate parent, and (y) such units remaining outstanding or such 

preference securities, as the case may be, have such rights, preferences, privileges and 

voting powers, and limitations and restrictions thereof, taken as a whole, as are not 

materially less favorable to the holders thereof than the rights, preferences, privileges and 

voting powers, and limitations and restrictions thereof, of Designated Preferred 

immediately prior to such consummation, taken as a whole; 

provided, however, that for all purposes of this Section 7(c), any increase in the amount of the 

authorized Preferred Interests, including any increase in the authorized amount of Designated 

Preferred necessary to satisfy preemptive or similar rights granted by the Issuer to other persons 

prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued 

amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of 

Preferred Interests, or any securities convertible into or exchangeable or exercisable for any other 

series of Preferred Interests, ranking equally with and/or junior to Designated Preferred with 

respect to the payment of distributions (whether such distributions are cumulative or noncumulative) and the distribution of assets upon liquidation, dissolution or winding up of the 

Issuer will not be deemed to adversely affect the rights, preferences, privileges or voting powers, 

and shall not require the affirmative vote or consent of, the holders of outstanding units of the 

Designated Preferred; provided, further, however, that (i) a GMAC Conversion and (ii) any 
A-11 

amendments to the LLC Agreement entered into in connection with the compliance by the 

Issuer, General Motors Corporation and/or FIM Holdings LLC with their commitments to the 

Federal Reserve in connection with the Issuer’s status as a Bank Holding Company and/or the 

United States Department of the Treasury for purposes of the Issuer’s participation in the 

Troubled Asset Relief Program, or any similar or successor program, will not be deemed to 

adversely affect the rights, preferences, privileges or voting powers, and shall not require the 

affirmative vote or consent of, the holders of outstanding units of the Designated Preferred, 

provided that, in the case of a GMAC Conversion, (i) the Designated Preferred are converted 

into or exchanged for preferred stock of the resulting corporation having terms substantially the 

same as the terms of the Designated Preferred and (ii) that the holders of the Designated 

Preferred will maintain a substantially equivalent economic interest, based on the capital 

amounts of their respective interests, in the Issuer after the GMAC Conversion as they held prior 

to the GMAC Conversion. 

“GMAC Conversion” means, together with related transactions, any conversion of the 

Issuer into a corporation through a statutory conversion, the creation of a holding company 

above the Issuer and the exchange of all or substantially all of the Issuer’s outstanding equity 

interests for equity interests of such holding company, the direct or indirect acquisition by 

Blocker Sub of all or substantially all of the Issuer’s outstanding equity interests in exchange for 

stock of Blocker Sub, the merger of the Issuer with and into Blocker Sub, or any other direct or 

indirect incorporation of the assets and liabilities of the Issuer, including, without limitation, by 

merger, consolidation or recapitalization; statutory conversion; direct or indirect, sale, transfer, 

exchange, pledge or other disposal of economic, voting or other rights; sale, exchange or other 

acquisition of shares, equity interests or assets; contribution of assets and/or liabilities; 

liquidation; exchange of securities; conversion of entity, migration of entity or formation of new 

entity; or other transaction or group of related transactions. 

(d) Changes after Provision for Redemption. No vote or consent of the holders of 

Designated Preferred shall be required pursuant to Section 7(c) above if, at or prior to the time 

when any such vote or consent would otherwise be required pursuant to such Section, all 

outstanding units of the Designated Preferred shall have been redeemed, or shall have been 

called for redemption upon proper notice and sufficient funds shall have been deposited in trust 

for such redemption, in each case pursuant to Section 5 above. 

(e) Procedures for Voting and Consents. The rules and procedures for calling and 

conducting any meeting of the holders of Designated Preferred (including, without limitation, the 

fixing of a record date in connection therewith), the solicitation and use of proxies at such a 

meeting, the obtaining of written consents and any other aspect or matter with regard to such a 

meeting or such consents shall be governed by any rules of the Board of Managers or any duly 

authorized committee of the Board of Managers, in its discretion, may adopt from time to time, 

which rules and procedures shall conform to the requirements of the LLC Agreement and 

applicable law and the rules of any national securities exchange or other trading facility on which 

Designated Preferred is listed or traded at the time. 

Section 8. Record Holders. To the fullest extent permitted by applicable law, the 

Issuer and the transfer agent for Designated Preferred may deem and treat the record holder of 
A-12 

any unit of Designated Preferred as the true and lawful owner thereof for all purposes, and 

neither the Issuer nor such transfer agent shall be affected by any notice to the contrary. 

Section 9. Notices. All notices or communications in respect of Designated 

Preferred shall be sufficiently given if given in writing and delivered in person or by first class 

mail, postage prepaid, or if given in such other manner as may be permitted in the LLC 

Agreement or by applicable law. Notwithstanding the foregoing, if units of Designated Preferred 

are issued in book-entry form through The Depository Trust Company or any similar facility, 

such notices may be given to the holders of Designated Preferred in any manner permitted by 

such facility. 

Section 10. No Preemptive Rights. No unit of Designated Preferred shall have any 

rights of preemption whatsoever as to any securities of the Issuer, or any warrants, rights or 

options issued or granted with respect thereto, regardless of how such securities, or such 

warrants, rights or options, may be designated, issued or granted. 

Section 11. Replacement Certificates. The Issuer shall replace any mutilated 

certificate at the holder’s expense upon surrender of that certificate to the Issuer. The Issuer 

shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon 

delivery to the Issuer of reasonably satisfactory evidence that the certificate has been destroyed, 

stolen or lost, together with any indemnity that may be reasonably required by the Issuer. 

Section 12. Other Rights. The units of Designated Preferred shall not have any rights, 

preferences, privileges or voting powers or relative, participating, optional or other special rights, 

or qualifications, limitations or restrictions thereof, other than as set forth herein or in the LLC 

Agreement or as provided by applicable law. 
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SNR: 

Appendix A 

Anti-dilution Provisions

The Conversion Rate will be adjusted, without duplication, if certain events occur: 

(1) the issuance of Common Interests as a distribution to all holders of Common Interests, or 

a subdivision or combination of Common Interests, in which event the conversion rate will be 

adjusted based on the following formula: 

 CR1 = CR0 x (CM1 / CM0) 

where, 

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

distribution or the open of business on the effective date of such subdivision or 

combination, as the case may be; 

CR1

 = the Conversion Rate in effect immediately after the close of business on such 

record date or the open of business on such effective date, as the case may be; 

CM0= the number of units of Common Interests outstanding at the close of business on 

such record date for such distribution or at the open of business on the effective date of 

such subdivision or combination, in each case, prior to giving effect to such event; 

CM1 = the number of units of Common Interests that would be outstanding immediately 

after, and solely as a result of, such event. 

(2) the issuance to all holders of Common Interests of rights, options or warrants entitling 

them for a period expiring 60 days or less from the date of issuance of such rights, options or 

warrants to purchase units of Common Interests at less than the current Trading Value of 

Common Interests as of the record date, in which event the Conversion Rate will be increased 

based on the following formula: 

 CR1 = CR0 x [(CM0 + X) / (CM0 +Y)] 

 

where, 

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

issuance; 

CR1 = the Conversion Rate in effect immediately after the close of business on the record 

date for such issuance; 

CM0 = the number of units of Common Interests outstanding at the close of 

business on the record date for such issuance; 

X = the total number of units of Common Interests issuable pursuant to such rights; and 
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Y = the aggregate price payable to exercise such rights divided by the Trading Value as 

of the record date. 

However, the Conversion Rate will be readjusted to the extent that any such rights, 

options or warrants are not exercised prior to their expiration. 

(3) the distribution (other than any Tax Distribution) to all holders of Common Interests of 

Membership Interests (other than Common Interests) or evidences of Issuer indebtedness or 

Issuer assets (excluding any distribution or issuance covered by clauses (1) or (2) above or (4) 

below, and including any distribution of cash which is excluded from clause (4) below) in which 

event the Conversion Rate will be increased based on the following formula: 

 CR1 = CR0 x [TV0 / ( TV0 – FMV)] 

where, 

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

distribution; 

CR1 = the Conversion Rate in effect immediately after the close of business on the record 

date for such distribution; 

TV0 = the Trading Value as of the record date for such distribution, or, if the Common 

Interests are not listed on a national securities exchange, as of the date that would be the 

record date for such distribution if the Common Interests were listed on the New York 

Stock Exchange; and 

FMV = the fair market value (as determined by the Issuer’s Board of Managers) on the 

record date for such distribution of the units of Membership Interests, evidences of 

indebtedness or assets so distributed, expressed as an amount per unit of Common 

Interest. 

However, if the transaction that gives rise to an adjustment pursuant to this clause (3) is 

one pursuant to which the payment of a distribution on Common Interests consists of 

shares of capital stock of, or similar equity interests in, a subsidiary or other business unit 

of the Issuer (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. national 

securities exchange, then the Conversion Rate will instead be increased based on the 

following formula: 

 CR1 = CR0 x [(FMV + TV0) / TV0] 

where, 

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

distribution; 
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CR1 = the Conversion Rate in effect immediately after the close of business on the record 

date for such distribution; 

FMV = the average of the VWAP of the capital stock or similar equity interests 

distributed to 

holders of Common Interests applicable to one unit of Common Interests over each of the 

10 consecutive trading days commencing on, and including, the third trading day after the 

date on which “ex-distribution trading” commences for such r distribution on the New 

York Stock Exchange or such other U.S. national securities exchange on which such 

shares of capital stock or similar equity interests are then listed; and 

TV0 = the Trading Value calculated twenty trading days from the third trading day after 

which “ex-distribution trading” commences for such distribution, or, if the Common 

Interests are not listed on a national securities exchange, as of twenty trading days from 

the date that would be the third trading day after which “ex-distribution trading” would 

commence if the Common Interests were listed on the New York Stock Exchange. 

(4) The Issuer makes a distribution (other than any Tax Distribution) consisting exclusively 

of cash to all holders of Common Interests, excluding (a) any cash that is distributed as part of a 

distribution referred to in clause (3) above, and (b) any consideration payable in connection with 

a tender or exchange offer made by Issuer or any of its subsidiaries referred to in clause (5) 

below, in which event, the Conversion Rate will be increased based on the following formula: 

 CR1 = CR0 x [TV0 / (TV0 - C)] 

where, 

CR0 = the Conversion Rate in effect at the close of business on the record date for such 

distribution; 

CR1

 = the Conversion Rate in effect immediately after the close of business on the record 

date for such distribution; 

TV0 = the Trading Value as of the record date for such distribution; and 

C = the amount in cash per unit of Common Interest that Issuer distributes to holders. 

(5) Issuer or one or more of Issuer’s subsidiaries make purchases of Common Interests 

pursuant to a tender offer or exchange offer by Issuer or one of its subsidiaries for Common 

Interests to the extent that the cash and value of any other consideration included in the payment 

per unit of Common Interest validly tendered or exchanged exceeds the Trading Value of 

Common Interests on the trading day next succeeding the last date on which tenders or 

exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in 

which event the Conversion Rate will be increased based on the following formula: 

 CR1 = CR0 x [ (FMV + (TV1

 * CM1)) / (TV1 * CM0 )] 
A-iv 

where, 

CR0 = the Conversion Rate in effect at the close of business on the trading day next 

succeeding the expiration date; 

CR1

 = the Conversion Rate in effect immediately after the close of business on the 

trading 

day next succeeding the expiration date; 

FMV = the fair market value (as determined by the Issuer’s Board of Managers), at the 

close 

of business on the trading day next succeeding the expiration date, of the aggregate 

value of all cash and any other consideration paid or payable for Common Interests 

validly 

tendered or exchanged and not withdrawn as of the expiration date (the “purchased 

units”); 

CM1

 = the number of units of Common Interests outstanding as of the last time 

tenders or exchanges may be made pursuant to such tender or exchange offer (the 

“expiration time”) less any purchased units; 

CM0 = the number of units of Common Interests outstanding at the expiration time, 

including any purchased units; and 

TV1 = the Trading Value calculated twenty trading days from the trading day 

immediately after the expiration date. 

“Conversion Rate” means the number of units of Common Interests that will be exchanged for 

each unit of Preferred Interest upon a conversion pursuant to the exercise of either the Optional 

Conversion or the Mandatory Conversion. 

“Trading Value” means (i) if the Common Interests are traded on a national securities exchange, 

the market price of the Common Interests on the applicable date (calculated based on the average 

closing price during the preceding 20 day trading period) or (ii) if the Common Interests are not 

traded on a national securities exchange, the per Common Interest Fair Market Value of the 

Issuer, as determined in good faith by the Issuer’s Board of Managers. 

“Record date” means, for purpose of a Conversion Rate adjustment, with respect to any 

distribution or other transaction or event in which the holders of Common Interests have the right 

to receive any cash, securities or other property or in which Common Interests (or any other 

applicable security) are exchanged for or converted into any combination of cash, securities or 

other property, the date fixed for determination of holders of Common Interests entitled to 

receive such cash, securities or other property (whether such date is fixed by the Issuer’s Board 

of Managers or by statute, contract or otherwise). 
A-v 

“VWAP” per unit of Common Interest or per share of common stock on any trading day means 

the market price of one unit of Common Interest or share of common stock from the open of 

trading on the relevant trading day until the close of trading on the relevant trading day 

determined, using a volume-weighted average method, by a nationally recognized investment 

banking firm retained for this purpose by the Issuer). 

A “trading day” means, for purposes of determining a VWAP or closing price, a business day on 

which the relevant exchange or quotation system is scheduled to be open for business and a day 

on which there has not occurred or does not exist a market disruption event. 

A “market disruption event” is defined as any of the following events that has occurred: 

• any suspension of, or limitation imposed on, trading by the relevant exchange or 

quotation system during the one-hour period prior to the close of trading for the regular trading 

session on the exchange or quotation system (or for purposes of determining VWAP any period 

or periods aggregating one half-hour or longer) and whether by reason of movements in price 

exceeding limits permitted by the relevant exchange or quotation system or otherwise relating to 

Common Interests or in futures or option contracts relating to Common Interests on the relevant 

exchange or quotation system; 

• any event (other than a failure to open or a closure as described below) that disrupts or 

impairs the ability of market participants during the one-hour period prior to the close of trading 

for the regular trading session on the exchange or quotation system (or for purposes of 

determining VWAP any period or periods aggregating one half-hour or longer) in general to 

effect transactions in, or obtain market values for Common Interests on the relevant exchange or 

quotation system or futures or options contracts relating to Common Interests on any relevant 

exchange or quotation system; or 

• the failure to open of the exchange or quotation system on which futures or options 

contracts relating to Common Interests are traded or the closure of such exchange or quotation 

system prior to its respective scheduled closing time for the regular trading session on such day 

(without regard to after hours or other trading outside the regular trading session hours) unless 

such earlier closing time is announced by such exchange or quotation system at least one hour 

prior to the earlier of the actual closing time for the regular trading session on such day and the 

submission deadline for orders to be entered into such exchange or quotation system for 

execution at the actual closing time on such day. 

Except as stated above, the Conversion Rate will not be adjusted for the issuance of Common 

Interests or any securities convertible into or exchangeable for Common Interests or carrying the 

right to purchase any of the foregoing or for the repurchase of Common Interests. An adjustment 

to the Conversion Rate also need not be made for a transaction referred to in clauses (1) through 

(5) above if holders of the Designated Preferred may participate (as a result of holding the 

Designated Preferred, and at the same time as Common Interest holders participate) in such 

transaction as if such holders of the Designated Preferred held a number of Common Interests 

equal to the product of the number of units of Designated Preferred held by such holder and the 

Conversion Rate, without having to convert their units of Designated Preferred. The Issuer may, 

but shall not be required to, make such increases in the Conversion Rate, in addition to those that 
A-vi 

are required, as the Issuer’s Board of Managers considers to be advisable in order to avoid or 

diminish any income tax to any holders of Common Interests resulting from any distribution of 

membership interests or issuance of rights or warrants to purchase or subscribe for membership 

interests or from any event treated as such for income tax purposes or for any other reason. 

No adjustment in the Conversion Rate will be required unless such adjustment would require an 

increase or decrease of at least 1%; provided, however, that any such minor adjustments that 

are not required to be made will be carried forward and taken into account in any subsequent 

adjustment, and provided further that any such adjustment of less than 1% that has not been 

made will be made upon (x) the end of each fiscal year of the Issuer, (y) the date of any notice of 

a redemption and (z) any conversion date. 

Adjustments to the Conversion Rate will be calculated to the nearest 1/10,000th of a share. 

Whenever the Conversion Rate is adjusted, the Issuer shall notify the holders of the 

Designated Preferred of the adjustment within ten Business Days of any event requiring such 

adjustment and describe in reasonable detail the method by which the Conversion Rate was 

adjusted. 
WARRANT TO PURCHASE PREFERRED MEMBERSHIP INTERESTS

C2

WA

to pur

7,50 I.:"SlM~'\

Units of Mandatorily Convertible Preferred '~rshiPInterests of GMAC LLC

Issue Dat~ 21. 2009

I. Definitions. Unless the context Olhcrwisc requires. when used herein the

following terms shall have the meanings indicated.

THE SECURITIES REPRESENTED BY TillS INSTRUMENT HAVE OT BEE

REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AME DED, OR THE

SECURITIES LAWS OF A Y STATE AND MAY OT BE TRA SFERRED, SOLD OR

OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION STATEMENT

RELATING THERETO IS IN EFFECT U DER SUCH ACT A D APPLICABLE STATE

SECURITIES LAWS OR PURSUA T TO A EXEMPTION FROM REGISTRATION

UNDER SUCH ACT OR SUCH LAWS. THIS INSTRUMENT IS ISSUED SUBJECT TO THE

RESTRICnONS ON TRANSFER AND OTHER PROVISIONS OF A SECURITIES

PURCHASE AGREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND THE

INVESTOR REFERRED TO THEREIN, A COPY OF WHICH IS ON FILE WITH THE

ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRUMENT MAY NOT BE

SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID

AGREEMENT. ANY SALE OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAID

AGREEMENT WILL BE VOID.

"Board ojManagers" means the board of manClgers of the Company, including any duly

authorized commiHce thereof.

';bllsiness day" means any day except Saturday, Sunday and any day on which banking

institutions in the State of New York generally arc authorized or required by law or olher

governmental actions 10 close.

"Capital Amount" means the amount set forth in Item 4 of Schedule A hereto.

"Charter" means, with respect to any Person, its certificate or articles of incorporation,

articles of association. or similar organizational document.

"Compmly"' means the Person whose name, corporate or other organizational form and

jurisdiction of organi7..ation is set forth in hem I of Schedule A hereto.

"Convertible Preferred Units" means Ihe units of mandatorily convertible preferred

membership interesls sel forth in hem 5 of Schedule A herelo.

"Exchange Ad' means the Securities Exchange Act of 1934, as amended, or any

successor statute, and the rules and regulations promulgated thereunder.
"£urcise Pric:e" means the amount set forth in Item 2 of Schedule A hereto.

"£r:piralioll Time" h,,15 the meanjng set forth in Section 3.

"Issue Date" means the date SCi forth in Item 3 of Schedulc A hereto.

"Origil/al Warralltlwlder" means thc Unitcd Slates Depmtlllcni of the Trcasury. Any

actions specified to be taken by the Original Warrantholdcr hcrcunder may only bc taken by such

Person and 110t by any other Warrantholder.

"Persoll" has the meaning given to it in Section 3(a)(9) of the Exchange Act and as used

in Sectjons 13(d)(3) and '-I(d)(2) of the Exchange Act.

"Purchase Agreemelll" means the Securities Purchase Agreement - Standard Terms

incorporated into the leiter Agreement dilled a~ of the date set forth in Item 6 of Schedule A

hereto, as amcnded from timc to time, betwcn Company and the United States Dcpi:U1ment

of the Treasury (the "Leller A/-:reeme"r), inc~ all annexes and schedules thereto.

"Regulatory Approl',!fs" with respect to~rranthOlder. means, to the extcnt

applicablc and required to permit the Warrantho exercise this Warrant for ConvcI1ible

Preferred Units and to own such Convertible Prc ~..:7Units wilhout the Warranlholder being in

violation of applicable law, rule or regulation. thc rv:~~9Ii'of any necessary approvals and

authorizations of, filings and registr.:njons with, noti c ns to, or expiration or termination of

any applici:lble waiting period under. the Hart·Scott- 0 Antitrust Improvements Act of 1976,

as amended. ilnd the rules and regulations thereunder.

"SEC" mcans the U.S. Securities and Exchange Commission.

"Securities Ad' means the Securities Act of 1933, as amended, or any succcssor statute,

and thc niles and rcgulations promulgated thereunder.

"Unirs" has the meaning set forth in Section 2.

"Warrant'" means this Warrant, issued pursuant to the Purchase Agrccmcnt.

"Warralllholder" has the mcaning set fonh in Section 2.

2. I umber of Units: Exercise Price. This certifies that. for value received. the United

States Department of rhe Trem;ury or irs pennitted assigns (the "WarrafllllOfder") is entitled,

upon thc terms and subject to the condilions hereinafter set forth, to acquirc from the Company,

in whole or in part. after the receipt of all applicable Regulatory Approvals, if any, up to an

aggregatc of thc number of fully paid and nonassessable units of mandatorily convcI1ibie

preferred membership interests sct forth in Itcm 7 of Schedule A hereto (the "Units"), at a

purchase price per mandatorily convel1iblc preferrcd membership unit equal to thc Exercise

Pricc.

3. Exercise of Warrant: Term. Subjcct to Section 2, to the extent permitted by

applicable laws and regul<lIions. the right to purchase the Units rcpresented by this Warrant is
exercisable, in whole or in part by the Warranlholder. at any time or from time to time after the

execution and delivery of this Warrant by the Company on the date hereof, but in no event later

than 5:00 p.m.. New York City time on the tenth anniversary of the Issue Date (the "Er:piralioll

Time"). by (A) the surrender of this Warrdnt and Notice of Exercise annexed hereto, duly

completed and executed on behalf of the Warrantholder, at the principal executive office of Ihe

Company located at the address SCi forth in hcm 8 of Schedule A hereto (or such othcr office or

agency of Ihe Company in the United States as it may designate by notice in writing to the

Warranlholder at the address of the Warrantholder appearing on lhe books of the Company), and

(B) payment of the Exereise Price for the Units thereby purchased. by having the Company

withhold, from the Convertible Preferred Units thai would olherwise be delivered to lhe

Warrantholder upon such excrcisc. Convertible Prcferred Units issuable upon exercise of the

Warrant with an aggregate Capital Amount equal in value to the aggregate Exercise Price as to

which this Warntnt is so exercised.

If the Warrantholder docs not exercise this Warrant in its entirety. the Warrantholder will

be entitled to receive from the Company within a reasonable time, and in <my event not

exceeding three business days, it new warrant in su~ntially identical form for the purchase of

that number of Units equal to thc di ffcrence betwc6 ~e number of Units subject to this Warrant

and the numbcr of Units as to which this Warrant i~'xercised. Notwithstanding anything in

this Warrant to the contrary, the Warmntholder here 'nowledges and agrees that its exercise

of this Warrant for Unils is subject to the condition t Warranlholder will have first

received any applicable Regulatory Approvals.

4. Issuance of Units: Authorization. Certifi~r Units issued upon exercise of

this Warrant will be issued in such name or names as the ~mtholder may designate and will

be delivered to such named Person or Persons within a reasonable time. not to exceed three

business dayl) aftcr the dale on which this Warrant has been duly exercised in accordance with

the terms of this Wammt. The Company hereby represents and warrants that any Units issucd

upon the exercise of this Warrant in accordance with the provisions of Section 3 will be duly and

validly authorized and issllcd, fully paid and nonassessable and free from all taxes, liens and

charges (olher than liens or chargcs created by the Warrant holder, income and franchise taxes

incurred in connection with the exercise of Ihe Warrant or t.axes in respect of any transfcr

occurring contemporaneously therewith). The Company agrees that the Units so issued will be

deemed to have been issued to the Warrantholder as of the close of business on the date on which

this Warrant and payment of the Exercise Price arc delivered to the Company in accordance with

Lhe terms of Lhis Warrant, notwithstanding that the stock transfer books of the Comp<Jl1y may

then be closed or certificates representing such Units may nOL be actua(;y delivered on such date.

The Company will at all times reserve and keep available. out of its authorized buL unissued

mandatorily convertible preferred units. solely for the purpose of providing for the exercise of

this Warrant. the aggregate number ofConvcrtible Preferred UniLs then issuable upon exercise of

this Warrant at any time. The Company will use reasonable best efforts to ensure thaL Ihe Units

may be isslled without violation of ,my applicable law or regulation or of any requirement of any

securities exchange on which the Units are listed or traded.

5. No Rights as Stockholders: Transfer Books. This Warrant does not cntitle the

Warrantholder to any voting righLs or othcr rights as a stockholder of the Company prior to the
dale of exereise hereof. The Company will al no lime close its transfer books against transfer of

this Warranl in any manner which interferes with Ihe timely exercise of this Warrant.

6. CharQ:cs, Taxes and Expenses. Issuance of certificales for Unils to the

Warrantholder upon the exercise of Ihis Warrant shaH be made withoul charge to the

Warrantholder for any issue or transfer tax or other incidental expense in respeci of the issuance

ofsuch cCl1ificates, all of which taxes and expenses shall be paid by the Company.

7. Transfer/Assignment.

(A) Subjeci to compliance with clause (B) of Ihis Seclion 7, Ihis Warrant and all rights

hereunder arc transferable, in whole or in pan, upon the books of Ihe Company by the registered

holder hereof in person or by duly authorized anomey, and a new warrant shall be made and

delivered by Ihc Company, of the same tenor and date as Ihis Warnun bUI registered in Ihe name

of one or morc transferees. upon surrender of this Warrant, duly endorsed. to the office or agency

of the Company described in Section 3. All expenses (olher than stock transfer taxes) and other

charges payable in connection wilh the prcparati~"(ecution and delivery of the new warrants

pursuant to this Sectjon 7 shall be paid by the co~.

(8) The transfer of the Warrant and the Unt~ucd upon exercise of the Wurrant are

subject to the restrictions set forlh in Section 4.4 of ~rchaseAgreement. If and for so long as

required by the Purchase Agreement, this Warrant st6ntain the legends as set forth in

Section 4.2(a) of the Purchase Agreement.

8. ExchanQ:e and Registry of Warrdnt. Thi~ant is exchangeable, upon the

surrender hereof by the Warrantholder to the Company, for a new warrant or warrants of like

tenor and representing the right to purchasc the same aggregate number of Units. The Company

shall maintain a registry showing the name and addrcss of the Warrantholdcr a~ the registered

holder of this Warrant. This Warrant may be surrendered for exchange or exercise in accordance

with its terms, at the office of the Company, and the Company shall be enlitled to rely in all

respects. prior to written notice to the contrary, upon such registry.

9. Loss, Theft. Destruction or Mutilation of Warrant. UJx:m receipt by the Company

of evidence reasonably satisfactory to it of the loss, theft. destruction or mutilution of this

Warrant, and in the case of any such loss. Iheft or destruction. upon receipt of a bond. indemnity

or security reasonably satisfactory to the Company. or, in the case of any such mutilation, upon

surrender and ci.lUl:ellation of this Warrant, the Company shall make and deliver. in lieu ofsuch

lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the

right to purchase the same aggregate number of Unils provided for in such lost. stolen. destroyed

or mutilated Warrant.

10. Saturdays, Sundays, Holidays. etc. If the last or appointed day for the taking of

any action or the expiration of any right required or granted herein shall not be a business day,

thcn such action may be taken or such right may bc excrcised on the next succeeding day that is

a business day.

II. Rule 144 Information. The Company covenants that it will use its reasonable best

effons to timely file all repons and other documents required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations promulgated by the SEC

thereunder (or. if the Company is not required to file such reports, it will, upon the request of any

Warrantholder. make publicly available such infonnation as necessary to permit sales pursuant 10

Rule 144 under the Securilies Act), and it will usc reasonable best efforts to lake such further

action as any Warrantholder may reasonably request. in each case to the extent required from

time to time to enable such holder to, if pcnniltcd by the lerms of this Warrant and the Purchase

Agreement, sell this Warrant without registration under the Securities Act within the limitation

of the exemptions provided by (A) Rule 144 under the Securities Act, as such rule may be

amended from time to time. or (B) any successor rule or regulation hereafter adopted by the

SEC. Upon the written request of any Warrantholder, the Company will deliver 10 slich

Warrantholder a written statement that it has complied with such requirements.

12. Adjustmcnts and Other Rights. For so long as the Original Warrant holder holds

this Warrant or any portion thereof, if any event occurs that, in the good faith judgment of the

Board of Managers of the Company, would require adjustment of the Excrcise Price or number

of Units into which this Warrant is exercisable' order to fairly and adequatcly protect the

purchase rights of the Warnmt<i in accordanc the essential intent and principles of the

Purchase Agreement and this Warrant, then th d of Managers shall make such adjustments

in the application ofsuch provisions. in accord' iIh such essential intent and principles, as

shall be reasonably necessary, in the good faith of the Board of Man<lgers. to protect

such purchase right~ as aforesaid. G

Whenever the Exercise Price or the number~s into wbich this W<lrrant is

exercis<lble shall be adjusted as provided in this Secli~. the Company shall forthwith file at

Ihe principal office of the Company a statement showing in reasonable detail the facts requiring

such adjustment and the Exercise Price thai shall be in effect and the number of Units into which

this Warrant shall be exercisable after such adjustment, and the Company shall also cause a copy

ofsuch statement to be sent by mail, first class poSt<lgc prepaid. to each Warrantholder at the

address appearing in the Company's records.

13. No Impairment. The Company will not, by amendment of its limited liability

company operating agreement or through any rcorganization, transfer of assets, consolidation.

mcrger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to

avoid the observance or performance of any of the terms to be observed or performed hereunder

by Ihe Company, but will at wI times in good f<lith assist in the carrying oul of all the provisions

of this Warrant and in taking of all such ,lction as m<lY be necessary or appropriate in order to

prOlect the rights of the Warrantholder.

14. Governing Law. This Warrant will be governed by and construed in accordance

with the federal law of the United States if <lnd to the extent such law is applicable, and

otherwise in accordance with the laws of the State of New York applicable to contracts made and

to be perfonned elllircly within such State. Each of the Company and the Warrantholder agrees

(a) to submit to the exclusive jurisdiction and venue of the United States District Court for the

District of Columbia for any civil action, suit or proceeding arising out of or relating to this

Warrant or the transactions contemplated hereby, <lnd (b) that notice may be served upon the

Company at the address in Section 17 below and upon the Warrantholder at the address for the

Warrantholder set forth in the registry maintained by the Company pursuant to Section 8 hereof.
To the extent permitted by applicable law, each of the Company and the Warrantholder hereby

unconditionally waives trial by jury in any civil legal action or proceeding relating to the

Warrant or the transactions contemplated hereby or thereby.

15. Binding Effect This Warrant shall be binding upon any successors or assigns of

thc Company.

16. Amcndments. This Warrant may be amended and the observance of any term of

this Warrant may be waivcd only with the written consent of the Company and the

Warrantholder.

17. Notices. Any notice, request, instruction or other document to be given hereunder

by any party to the other will bc in writing and will be deemed to have been duly given (a) on the

date of delivery if delivered personally, or by f;:~ile, upon confirmation of receipt, or (b) on

the second business day following the date of di~ if delivered by a recognized next day

courier service. All notices hereunder shall be de~d as set forth in hem 9 of Schedule A

herelO, or pursuant to such other instructions as 1l1~ designated in writing by the party to

receive such notice.

r-:

18. Entire Agreement. This Warrant, the ~~n. allached hercto and Schedule A hereto

(the terms or which are incorporated by reference he i "md the Leiter Agreement (including

all documents incorporated therein), contain the entir l:> eement between the parties with

respect to the subject mailer hereof and supersede all prior and contemporaneous arrangements

or undertakings with respect thereto.

[Remainder ofpage intemionally left blank]
[Form of Notice of ExerciseJ

Dalc: _

TO: GMAC LLC

RE: Election 10 Purchase Convertible Preferred

The undersigned. pursuant to the provisions S~h in the attached Warrant, hcreby

agrees 10 subscribe for and purchase Ihe number of C.O~ible Preferred Unils SCi forth below

covcred by such Warrant. The undersigned, in accorda~lh Section 3 of the Warrant. hereby

agrees 10 pay the aggregalc Exercise Price for such Con~1e Preferred Units in the Ill<mner set

forth in Seclion 3(B) of the Warrant. A new warrant evidencing the remaining Convertible

Preferred Unils covered by such Warmnt. but nOl yel subscribed for and purchased. if any,

should be issued in the namc sel forth below.

Number ofConverlible Preferred Units _

Aggregate Exercise Price:

Holdcr: _

By: _

ame: _

Title; __
IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by a duly

authorized officer.

Dated: May Z\, 2009

[Signature Page to WarrantJ
Item 4

Capital Amount: S50

SCIIEDULEA

Item I

Name: GMAC LLC

Corporate or other organizalionaJ fonn: Limited Liability Company

Jurisdiction of organization: Delaware

hcml

Exercise Price: $0.0 I

Item 3

Issue Dale: May , 2009

%: itemS

Series of Fixed Rate Cumulative Mandatorily Convcrti~ferred Membership IntereslS.

Series F .~

lIel116

Dale of Letter Agreement between the Company and the UnhetrStates Department of the

Treasury: May .2009

Item 7

Number of Convertible Preferred Units: 7,500,000

Item 8

Company's address: 200 Renaissance Center

P.O. Box 200, Detroit, Michigan

48265-2000

hem 9

Notice information:

If to the Company:

GMACLLC

200 Renaissance Center

P.O. Box 200, Detroit. Michigan

48265-2000

Attn: GMAC General Counsel

Facsimile: (313) 656-6124
If to the Warrantholder:

United States Department of the Treasury

1500 Pennsylvania Avenue. NW, Room 2312

Washington, D.C. 20220

AUention: Chief Counsel, Office of Financial Stability

Facsimile: (202) 927-9225
Certificate F-I

GMACLLC

Delaware Limited Liability Company

ISO,ooo,ooa UNITS OF

CJMAC L1.C FIX~D R!\TE CUMULATIVE MANDATORILY CONVERTIBLE PREFERRED Iv1Ei\1BERSHJP IN'TERESTS.

SERJES F

This is to certify tbat tile United States Delli.u:.lms:.lJ~ of the Treasury is the registered owner of One Hundred

Fifty Million (150,000,000) fully paid and non-assessab units of Fixed Rate Cumulative Mandatorily Convertible

Preferred Membership Interests, Series F $50 ea . , mnt per unit, of GMAC LLC, a DeJa\vare limited liability

company (the "Company"), transferable on the ~. .- of 1e Company by the holder hereof. in person or by duly iluthorizcd

dttorney, upon surrender of this certificate ro ' endorsed.

Tim certificate' evidences Fixed r~lImllJative Mandatorily ConvertibJe Preferred Membership Intcrcsh, Series F,

Il'prcst:nting interests in GMAC 1oLCT;Serics F Convertible Preferred Membership Interest") and shall con:>lituk' it

"security" within the meaning of and shall be governed by (i) Article 8 of the Uniform Commercial Coele (including Section

S IOl(a)(1 5) thereof) as in effect from time to time in the State of Delaware, and (ii) the UniforITl Commercial Code of :l11V

other applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as adoptcdh), the American Law Institute and the NationaJ Conference of COillmissioners on Uniform State Laws and approved by the

American Bar Association on February 14,1995.

The Series F ConvertibJe Preferred :vlemb(~rship Interest in GMAC LLC represented by this cenificltc is subjecllo

1't~strictiol\S on transfer and other provisions of a securities purchase agreement, dated May 2 I, 2009, bel ween the Comp;llly

:IIllI the .investor referrC'd [0 therein and that certain Firth Amended and Restated Limited LiabiJity Company Operating

Agreement oj' GMAC LLC, dated as of l'\ltly21 ,2009, by and among the members from time to time p,lliy thereto, as the:

S<1i11C may be amended fnlm Ii me to lime,

The Series F Convertible Preferred Membership Interest in GMAC U.C represented by this certificak has not been

rCL:islcrcd under the United States Securities Act of 1933, as amended, or under any other applicable sl'cnrirics Jaw". 'such

M':1mbership Interest may not be sold, assigned. pledged or otherwise disposed of at any rime withoLil effective registr;1tion

under such Act and laws or, in each case, exemption therefrom.

Wlliless the se3] uflhe Company ancllhc signatures of its duly authorized officers.

[)atl'd May .2 1., 2009

Hy:-----';~-;-:--_r_~'It----

Name:

Title
Certificate F-I

(REVERSE OF CERTIliICATE)

GMAC L1.C

THE SECURlTJES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR

OTHER OBUCATIONS OF :\ BAl\K AND ARE NOT INSURED BY THE FEDERAL DEPOSIT lNSURANCE

CORPORATION ()R ;\NY OTHER GOVERNMENT..\L AGENCY.

THE SFCliRITfES REPRESENTED BY THIS lNSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES /\C'1' OF 19.B. AS AMENDED (THE "SECURITlES ACT"), OR THE SECURITIES LAWS OF ANY

ST;\TF AND ]1.·1/\Y NOT BE TRANSFEI~RED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A

I~ECjISTRATI()N STATFJVlf:NT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPUCt\l3LE

SIAn: SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT UR

SUCH LAWS LAC] I PURCHASER OF THE SECURITIES REPRESENTED BY THIS INSTRUlvIENT IS NOTIFIED

TIIAT THE SELLER MAYBE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT

PRUVIDED BY RULE 1·~4A THEREUNDER ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS

lNSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A "QUALIFIED INSTITUTIONAL

lLLYJ:K· (AS DEflNED IN RULEI44A UNDER THE SECURITIES ACT). (2) AGREES THAT n:-';:;ru. Nl)T OJ:FER.

SELL OR OTHERWISE TRANSFER THE SI::CURITJES REPRESENTED BY THIS INSTRUMENT EXCEPT (Al

PURSUANT TO A REGISTRATION STATEMENT \VHICf IS THEN EFFECTIVE UNDER THE SECURITIES ACT.

(13) rem so LONG AS THE SECURITIES REPRESEN E· BY THIS INSTRUMENT ARE ELIGIBLE FOR RESALE

PURSUANT TO RULE 14'IA. TO A PERSON IT I' BLY BELIEVES IS A "QUALIFIED INSTITUTION...\L

BUYEIC AS DEFINED IN RULE J44 ...\ UNDl': ." E S'CURI'rIES ACT THAT PURCHASES l{>R ITS ()'vVN

i\CCOUNT <W FOR THE i\CCOUNT OF 1\ (. .:J) INSTITUTIONAL BUYER TO WIHlM NOTlel: IS GIVEN

THxr THE TR!\NSFER IS BEING JVl!\DF . NCE ON RULE 1441\. (C) TO THE ISSUER OR (D) PURSUANT

TO ANY OTHER AV AJ LABLE EXE!vW 01 ]'v! THE REG1STRATlON REQUIREMENTS OF THE SECURfTlES

!\CT AND (3) AGREES TfIXI' IT WILL .. TO EACH PERSON TO WHOM THE SECURITIES REPRESENTED BY

THlS INSTRUMENT ARE TRi\NSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OFTBIS LEGEND.

THIS lNSTRUMENT IS ISSUED SUBJECT TO nIE RESTRICTIONS ON TRANSFER AND OTHER PROVISIO:-;S OF

...\ SECUlUTlES PlJRCH/\SE /\GREEMENT BETWEEN THE ISSUER OF THESE SECURITIES AND TI1E INVESTOR

RLl'[:JU-i.ED TO THU{[]N !\ND THAf CERIALNFJFfH AMENDED AND RESTATED Ll1v1JTED LIABILITY

('( lMPANY Ol'f;I~;\IINC .ViREI:.1\IENT OF Gl\,1AC LLC DATED AS OF MAY 2.1 ,2009, BY AND NvlONC THE

fvlEMHERS FROM TlME TO TIME PARTY THERETO. AS THE SAME 1\l1AY BE AMENDED FRO.\;l TIME TO TIt\·1!:

A CO]'Y OF bACH IS ON FILE WITH THE ISSUER THE SECURITIES REPRESENTED 131' TI-HS INSTRUMENT

MA Y NOT BE SOLD OR OTHER\VISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAm AGREEMENT

I\N Y Sf\!.E OR OTHER TRANSFER NOT IN COMPLIANCE WITH SAm AGREEMENT WILL BE VOID.

Thl~ COlnpilny will furni<;h without charge 10 each mell1ber who so requesls the powers, designations, preferCllCl'~

,mel rd'ilive p;,rti,'ipa[in~" option'll or spc'cial rights of each class of memhership interest or series thereof of the. COlllp<tny <i!lel

tilc~ qualificaliolls. limitations or reslricliol1s of sncb prl~ferel1ces and/or rights. Such requrst should be addressed to the

Ct,mpany

The following <lhbrcvi<Hions, when used in the inscription on the face of this ccrtiJiC3te. shall be cOJlstrued as

liH)lfgh Ihey wert: \\Tltlell out in full according to applicable laws or rcgnliltions:

TEN COMTEN ENT····

JTTEN·

UN IF GIFT MIN

ACT-·

,l~ tenant~ in CCllllJrJun

as tcnants by the c'lllin:ties

as jlllm tl~nal1lS with right~ "r sllrvivor~hip and not as lenanls in common

Custodian

(C:US1)

...._.._.._-------

(Minllr)

uJl(kr Uniform Gift III Millors Act

----_ _ _-_ _-

(State)

Additional abbre\'ialjon~ may also bl: used thllllgh not in llle ahove list.
Certificate F-l

For Value Received, the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURJTY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

I I

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,

INCUJDING ZIP CODE OF ASSIGNEE)

Units --------------

of the Fixed Hate Cumulative Mandatorily Convertible Preferred Membership Interests, Series F represented by

the within Certificate, and do hereby irrevocably constitute and appoint

_________ Attorney to transfer the said interests on the books of the within

named Company with full power of substitution in the premises.

Dated: _

NOTICE: THE SIGNATURE TO THE ASSIG TMENT MUST CORRESPOND WITH- THE

NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,

WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER

Signature(s) Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR

INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND

CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNArlJRE GUARANTEE

MEDALLION PROGRAM), PURSUANT TO RULE 17Ad-IS UNDER nIE SECURITIES

EXCHANGE ACT OF 1934.
Certificate F-2

GMAC LLC

Delaware Limited Liability Company

7,500,000 UNITS OF

(ifvl!\C LLC FIXED RATE CUMULATIVE f'vlAND/\TORILY CONVERTlBLE PREFERRED MEMBERSHIP INTERESTS,

SERIES lThis is to cClii fy that the United Staly.;;,J)epartment of the Treasury is the registered Owner of Seven Mill ion Fi ve

Hundred Thousand (7,SQO,OOO) fu lJ y paid and non-as 'essable units of Fixed Rate Cumulative Mandatori1y Con vert iblc

Preferred Membership Interests, Series F, $50 ca 'I, amount per unit, of GMAC LLC, a Delaware limited liability

company (the "Company"), transferable on tl 0 f the Company by the holder hereof, in person or by duly authorized

attorney, upon surrender of this certificat' .Iyendorsed,

This certificate evidences Fix 1l111lativeMandatorily Convertible Preferred iY1embership interests, Series F,

representing J1l1erest~ in Gi'v1AC I 1(; "Series F Convertible Preferred Membership Interest") and shall constitute a

"sL'cllIity" within the mC~lning of and shall be governed by (i) .Artick 8 of the Uniform Commercial Code (including Section

S I02(a)( 15) thereof) as incffect from time to time in the State of Delaware, and (ii) the Uniform Commercial Code uf any

(\[l1cr applicable jurisdiction that now or hereafter substantially includes the 1994 revisions to Article 8 thereof as aduptcd

by Iht~ Aillerican Law Institute and the National Conference of Commissioners on Uniform State Laws and approved by the

/\ ITlcrican Bar Association on February 14, 1995.

The Series F Convertible PrefelTt~d Mcmbership Interest in GMAC LLC represented by this cCl1ificate is subject to

r-:strictiol1s on transfer and other provisions of a securities purchase agreement, dated MilY 2' ,2009, between t1;e

Company and the investor referred to therein and that ceI1ain Fifth Amended and Restated Limited Liability Company

OptTilting Agreernent of (Ji\1AC LLC, dated as of May 21 ,2009, by and among the members from lime III time party

thcretn, J." the s~mk' may be ilfllcnded from time to time,

Thl~ Series F Convertible Preferred Membership Interest in GMAC LLC represented by this certificate ha:-, not becn

registered under the United States Securities Act of J933, as amended, or under any other applicable securities laws. Stich

'Membership Interest lTlay not be sold, assigned, pledged or otherwise disposed of at any time wilhout effective registration

umkr such Act and!:!ws or, in each ease, exemption therefrom,

Witness the seal of the Company and the signatures of its duJ y authorized officer;;,

Dall:d: ]'vby ~~, 2009
Certificate F-2

(REVERSE OF CERTIFICATE)

GMAC LLC

THr: SECL"RITIFS RF.PRESENTLI) BY THIS INSTRUivlENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR

OTHER ()13U(~ATIONS OF A B/\NK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSUR:\NCE

CORPORATION OR ANY CrnIF.R GOVERNNIENTAL AGENCY.

THE SECURITIES REPRf~SENTED BY THIS INSTRUl'v1ENT HAVE NOT BEEN REGISTERED UNDER TIlE

SECURITIES ACT OF Em, AS AMENDED (THE "SECURITjES AJ:;:1"), OR THE SECURITIES LAWS OF ANY

STATE AND ivlAY NOT BE TRANSFERRED. SOLD OR OTHERWISE DlSPOSED OF EXCEPT WHILE A

REGISTI<ATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH ACT AND APPUC\BLF

STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTI~ATION UNDER SUCH ACT OR

SUCH LAWS. L\Cll PURCHASER OF THE SECUIUTIES REPRESENTED BY THIS INSTRUMENT IS NOTifIED

THAT THE SELLER MAYBE RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT

PROVIDED BY RULE 144/\ THEREUNDER. ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS

tNSTRUMENT BY JTS ACCEPT;\NCE HEREOF 0) REPRESENTS THAT IT IS A "QUALIFIED INS'l]TUTH)t':!f:"-~

]lUYER·' (AS DEFINED IN RULE 144/\ UNDER THE SECURlTIES ACT), (2) AGREES THAT IT WILL NOT OHTR.

SELL OR OTHERWISE TRANSFER THE SECURITIES REPRESENTED BY THIS ]NSTRUvlENT EXCEPT (A)

PURSUANT TO A REGISTRATION STATEMENT WHICH IS THEN Ef ECTIVE UNDER THE SECURITIES ACT,

(H) FOR SO LONG AS THE SECURITIES REPRESENTED BY T/-lTS . RUMENT ARE ELlGTBLE FOR RE5:'\L8

PURSUAN'r TO RULE 144A, TO A PERSON IT REASONABLY :.1; .S IS A "QUALlFIED JNSTITljTION:\L

BlJYEIC AS DEFINED IN RULE 144;\ UNDER THE SECUI .' ~. ArT THAT PURCHASES FOR '-1':-; OW0J

ACCOUNT OR Fcm THE ACCOUNT or: A QUAUFlED IN.'" ,., JNAL BUYER TO WHOM NOTICE IS ClvEN

TfI;\T THE TI<ANSFER IS BElNG ]vIADE IN RELIANCE 0; W:144A, (0 TO THE ISSUER OR rD) PURSUANT

TU ,\NY UTI-IER AVAILABLE [':XEMPTION FRmvl TI, F J irRATJON REQlJIREMENTS OF THE SECURiTIES

ACT AND 01 AGREES THAT JT WILL orVf-: TO EACH c:~, ON TO WHOM THE SECURITIES REPRESENTED BY

THIS INSTlwrvIL:NT J\R[ TIV\NSFtRRLJ) A NOTICE SU STANTIALLY TO THE EFFECT OF THIS LEGEND

THIS INSTRtl,\IlENT IS ISSUED SUBJECT TO THE RESTRICTIONS ON TRANSFER AND OTHER PROVISIONS UF

,\ SECURITIES PURCHASE AGREEMENT BET\VEEN "IT-IE ISSUER OF THESE SECURITIES AND THE INVEsrUR

REFERRED TO THEREIN AND Tl-l/\T CERTAIN FlvrH AMENDED AND RESTATED LIMITED I,IABILITY

C(IMPANY OPERATING AGREEMENT OF G!vlAC LLC DATED AS OF MAY 21 ,2009, BY ANn ANIONC: THE

MEIVIBERS FROM TIM!' TO TIME PARTY THERETO, AS THE SAME MAY BE AMENDED FROM TIME TU T!ME

/\ COpy OF cACl-llS ON FILE WITH THE ISSUER. THE SECURITIES REPRESENTED BY THIS INSTRurvlENT

1'...1/\Y NOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH SAID ,\GJUTMENT.

ANY SALE OR OTHER TR.J\N~FER NOT IN COMPLIANCE \VITH SAID AGREEMENT WIl.L BE VOID.

The Company Will fUflush withllut charge to each member whn so requests the powers. designations, prdcrenu's

and rcliltilT p:irllcipating. optional or special rights of each cbss of mcrnbL:rship inli:-rcsl or series thercof uf the COlnp:lI1Y :wd

the qU:lhfi(';II!Ons. Irmil:1rions or resrrictlO!ls of such prden'nccs and/or rights. Such request should he addressed l<.lthl~

CIHllp:lIlY·

The follow][lg abhrcviations, when used in the inscription on Ihe fan: of this certificate, shall be conslrucd iiS

,hough they wen: written llut ill full according to applicable laws or n:gulations:

TEN CUMTJ':N ENT·-

JTTEN ...

liN1F CJll-T MIN

!\CT

as len:1I11S in cornmon

<I, tenGnls by lhe entireties

:t" joi1111cn:IIlIs with rights ofsurvivorship and not :IS lenanrs in common

Custodian

(eust)

Linder Uniform Gift to i'vl inors ;\cl

(State)

(Millor)

Additional abhrcvi:ttions lTl~IY alsll be used thougb not in the above lis!.
Certificate F-2

For Value Received, the undersigned herehy sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR

OTHER IDENTIFYING NUMBER OF ASSIGNEE

I I

(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS,

INCLUDL"lG ZIP CODE OF ASSIGNEE)

______________ Units

of the Fixed Rate Cumulative Mandatorily ConveltibJe Preferred Membership Interests, Series F represented by

tbe within Certificate, and do hereby irrevocably constitute and appoint

_________ Attorney to transfer the said interests on the books of the within

named Company with full power of substitution in the premises.

Dated: _

NOTICE: THE SIGNATURE TO THE ASSIGNMENT MUST CORRESPOND WITH THE

NAME AS WRn"TEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR,

WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER

Signature(s) Guaranteed:

THE SlC3NATURE(S) SHOULD BE GUARANTEED BY AN EUGTBLE GUARANTOR

INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND

CREDIT UNIONS WrrH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE

MEDALLION PROGRAM), PURSUANT TO RULE [7Ad-IS UNDER THE SECURITIES

EXCHANGE ACT OF J934.
GMAC LLC 

200 Renaissance Center 

P.O. Box 200 

Detroit, Michigan 48265-2000 

May 21, 2009 

United States 

Department of the Treasury 

1500 Pennsylvania Avenue, NW 

Washington, D.C. 20220 

Re: GMAC LLC 

Ladies and Gentlemen: 

I am the General Counsel and the Group Vice President of GMAC LLC, a Delaware limited liability 

company (the “Company”) and I have acted as counsel to the Company in connection with the Company’s 

issuance to the United States Department of the Treasury (the “Investor”) of a new series of Mandatorily 

Convertible Preferred Membership Interests, Series F (the “Preferred Interests”), and a warrant to purchase 

additional Preferred Interests of the Company (the “Warrant,” and collectively with the Preferred Interests, 

the “Purchased Securities”), pursuant to a Letter Agreement, dated May 21, 2009, between the Company and 

the Investor (the “Letter Agreement”), which incorporates the provisions contained in the Securities 

Purchase Agreement—Standard Terms (the “Standard Terms”), and the respective schedules and annexes 

attached to the Letter Agreement and Standard Terms (collectively, the “Agreement”) and the Warrant. This 

opinion is being furnished to you pursuant to Section 1.2(d)(x) of the Securities Purchase Agreement. All 

capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in 

the Agreement. 

In rendering the opinions set forth herein, I, or other members of my staff, at my request, have 

examined the following: (i) the Company’s Fourth Amended and Restated Limited Liability Company 

Operating Agreement, dated as of April 15, 2009 (the “LLC Agreement”); (ii) the Company’s Board of 

Managers resolutions dated May 15, 2009, relating to the authorization, issuance and sale of the Purchased 

Securities, and the execution and delivery of the Agreement and Warrant; (v) the Agreement; and (vi) the 

Warrant. I, or other members of my staff, have also made such other examination and inquiries as I have 

deemed appropriate for the purpose of rendering this opinion. I have relied upon the originals, or copies 

authenticated to my satisfaction, of such company records, certificate of public officials, documents and 

other instruments as in my judgment are necessary or appropriate to enable me to render the opinions 

expressed below. 

Based upon the foregoing and the qualifications set forth in Annex I attached hereto, I am of the 

opinion that: 

1. The Company has been duly formed and is validly existing as a limited liability company in 

good standing under the laws of the state of its formation. 
[SPA – Internal Legal Opinion] 

2. The Preferred Interests have been duly and validly authorized, and, when issued and delivered 

pursuant to the Agreement, the Preferred Interests will be duly and validly issued, will not be 

issued in violation of any preemptive rights, and will rank pari passu with or senior to all 

other series or classes of preferred membership interests issued as of the Closing Date with 

respect to the payment of distribution and the distribution of assets in the event of any 

dissolution, liquidation or winding up of the Company. 

3. The Warrant has been duly authorized and, when executed and delivered as contemplated by 

the Agreement, will constitute a valid and legally binding obligation of the Company 

enforceable against the Company in accordance with its terms, except as the same may be 

limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws 

affecting the enforcement of creditors’ rights generally and general equitable principles, 

regardless of whether such enforceability is considered in a proceeding at law or in equity. 

4. The Preferred Interests issuable upon exercise of the Warrant have been duly authorized and 

reserved for issuance upon exercise of the Warrant and when so issued in accordance with the 

terms of the Warrant will be duly and validly issued, will not be issued in violation of any 

preemptive rights, and will rank pari passu with or senior to all other series or classes of 

preferred membership interests, whether or not issued or outstanding, with respect to the 

payment of distributions and the distribution of assets in the event of any dissolution, 

liquidation or winding up of the Company. 

5. The Company has the requisite power and authority to execute and deliver the Agreement and 

the Warrant and to carry out its obligations thereunder (which includes the issuance of the 

Preferred Interests, the Warrant, the Preferred Interests underlying the Warrant and the 

Common Membership Interests underlying the Preferred Interests). 

6. The execution, delivery and performance by the Company of the Agreement and the Warrant 

and the consummation of the transactions contemplated thereby have been duly authorized by 

all necessary company action on the part of the Company and its members, and no further 

approval or authorization is required on the part of the Company. 

7. The Agreement is a valid and binding obligation of the Company enforceable 

against the Company in accordance with its terms, except as the same may be limited by 

applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the 

enforcement of creditors’ rights generally and general equitable principles, regardless of 

whether such enforceability is considered in a proceeding at law or in equity; provided, 

however, I express no opinion with respect to Section 4.5(g) or the severability provisions of 

provisions of the Agreement insofar as Section 4.5(g) is concerned. 

The opinions set forth herein are limited to matters of Delaware and federal law, where appropriate, 

in effect on the date hereof. 

In rendering the foregoing opinion, I have relied as to all matters of New York law upon the opinion, 

dated as of the date hereof, of Wachtell, Lipton, Rosen & Katz, also delivered to you. This opinion is 

rendered solely for your benefit in connection with the execution of the Letter Agreement between you and 
[SPA – Internal Legal Opinion] 

the Company and the issuance to you of the Purchased Securities and is not to be used, circulated, or quoted 

for any other purposes without my written permission. 
05/14/2009 12:05 7042484221

Very truly yours,

William B. Solomon, .Ie.

Group Vice President and General Counsel

[SPA - Tnterna] Legal Opinion]

PAGE 07111
[SPA – Internal Legal Opinion] 

ANNEX 1 

TO OPINION LETTER 

dated May 21, 2009 

In rendering the opinions contained in the accompanying opinion letter dated May 21, 2009, I wish to 

advise you of the following additional qualifications to which such opinion is subject: 

1. I have relied solely upon certificates of, and verbal confirmations by, public officials 

as to the opinions with respect to the valid existence and good standing of the Company set forth in 

paragraph 1, and, as to certain facts relevant to the opinion expressed in paragraphs 2 through 7, upon 

certificates of, and information provided by officers and employees of the Company, reasonably 

believed by me to be appropriate sources of information, as to the accuracy of such factual matters, in 

each case without independent verification thereof or other investigation; provided, I have no 

knowledge concerning the factual matters upon which reliance is placed which would render such 

reliance unreasonable. For the purposes hereof and the accompanying opinion letter, the term 

“knowledge” means the conscious awareness by me of facts or other information after making 

inquiries of other members of my staff who are directly involved in the subject transaction but 

without any other investigation. 

2. Except as noted below, I express no opinion with respect to the laws of any 

jurisdiction other than the laws of the State of Michigan, the Delaware Limited Liability Company 

Act, the laws of the State of New York, and the federal laws of the United States (the “Opining 

Jurisdictions”). To the extent that any opinion given herein relates to matters of New York law, I 

have relied as to all such matters solely upon the opinion, dated the date hereof, of Wachtell, Lipton, 

Rosen & Katz. 

3. I express no opinion as to whether, or the extent to which, the laws of any particular 

jurisdiction apply to the subject matter hereof, including, without limitation, the enforceability of the 

governing law provision contained in the Agreement and Warrant. 

4. I have relied, without investigation, upon the following assumptions: (i) the Investor 

has satisfied those legal requirements that are applicable to it to the extent necessary to make the 

Agreement and the Warrant enforceable against it; (ii) the Investor has complied with all legal 

requirements pertaining to its status as such status relates to its rights to enforce the Agreement and 

Warrant against the Company; (iii) each document submitted to me for review is accurate and 

complete, each such document that is an original is authentic, each such document that is a copy 

conforms to an authentic original, and all signatures on each such document are genuine; (iv) there 

has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence; (v) all 

statutes, judicial and administrative decisions, and rules and regulations of governmental agencies, 

constituting the law of the Opining Jurisdictions are publicly available to lawyers practicing in 

Michigan; (vi) all relevant statutes, rules, regulations or agency actions are constitutional and valid 

unless a reported decision in the Opining Jurisdictions has specifically addressed but not resolved, or 

has established, its unconstitutionality or invalidity; (vii) documents reviewed by me (other than the 

Agreement, the Warrant and any other documents relating to the issuance and sale of the Preferred 

Interests) would be enforced as written; (viii) the Company will not in the future take any 
[SPA – Internal Legal Opinion] 

discretionary action (including a decision not to act) permitted under Agreement or the Warrant that 

would result in a violation of law or constitute a breach or default under any other agreement, order 

or regulation; (ix) the Company will obtain all permits and governmental approvals required in the 

future, and take all actions similarly required, relevant to subsequent consummation of the transaction 

or performance of the Agreement or the Warrant; and (x) all parties to the transaction will act in 

accordance with, and will refrain from taking any action that is forbidden by, the terms and 

conditions of the Agreement or the Warrant. 

5. The opinions herein expressed are limited to the specific issues addressed and to 

documents and laws existing on the date hereof. By rendering my opinion, I do not undertake to 

advise you with respect to any other matter or of any change in such documents, facts, and laws or in 

the interpretation hereof which may occur after the date hereof. 

6. Without limiting any other qualifications set forth herein, the opinions expressed in 

paragraphs 3 and 7 regarding the enforceability of the Agreement and the Warrant are subject to the 

effect of generally applicable laws that (i) provide for the enforcement of oral waivers or 

modifications where a material change of position in reliance thereon has occurred or provide that a 

course of performance may operate as a waiver, (ii) limit the availability of a remedy under certain 

circumstances where another remedy has been elected, (iii) limit the enforceability of provisions 

releasing, exculpating or exempting a party from, or requiring indemnification of a party for, liability 

for its own action or inaction, to the extent the action or inaction involves gross negligence, 

recklessness, willful misconduct or unlawful conduct, (iv) may, where less than all of a contract may 

be unenforceable, limit the enforceability of the balance of the contract to circumstances in which the 

unenforceable portion is not an essential part of the agreed exchange, (v) govern and afford judicial 

discretion regarding the determination of damages and entitlement to attorneys’ fees and other costs, 

(vi) may permit a party who has materially failed to render or offer performance required by a 

contract to cure that failure unless either permitting a cure would unreasonably hinder the aggrieved 

party from making substitute arrangements for performance or it is important under the circumstances 

to the aggrieved party that performance occur by the date stated in the contract, (vii) may require 

mitigation of damages, and (viii) may limit the enforceability of provisions imposing increased 

interest rates or late payment charges upon delinquency in payment or default or providing for 

liquidated damages or for premiums upon acceleration. 

7. The opinions expressed do not address any of the following legal issues: (i) state 

“Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures 

and indices and other similar instruments; (ii) margin regulations of the Board of Governors of the 

Federal Reserve System; (iii) Federal and state tax laws and regulations; (iv) the statutes and 

ordinances, administrative decisions and the rules and regulations of counties, towns, municipalities 

and special political subdivisions (whether created or enabled through legislative action at the 

Federal, state or regional level) and judicial decisions to the extent that they deal with the foregoing; 

and (v) fraudulent transfer and fraudulent conveyance laws. 
WACHTELL, LIPTON, ROSEN & KATZ

OF COUNSEL

GEORGE A. KATZ (1965-1989)

JAMES H. FOGELSON (1967-1991)

51 WEST 52ND STREET

NEW YORK, N.Y. 10019-6150

TELEPHONE: (212) 403-1000

FACSIMILE: (212) 403-2000

COUNSEL

MICHELE J. ALEXANDER PAULA N. GORDON

LOUIS J. BARASH NANCY B. GREENBAUM

DIANNA CHEN MAURA R. GROSSMAN

ANDREW J.H. CHEUNG IAN L. LEVIN

PAMELA EHREN KRANZ J. AUSTIN LYONS

ELAINE P. GOLIN HOLLY M. STRUTT

JONATHAN M. MOSES

T. EIKO STANGE

DAVID A. SCHWARTZ

JOHN F. LYNCH

WILLIAM SAVITT

ERIC M. ROSOF

MARTIN J.E. ARMS

GREGORY E. OSTLING

DAVID B. ANDERS

ADAM J. SHAPIRO

NELSON O. FITTS

JEREMY L. GOLDSTEIN

JOSHUA M. HOLMES

DAVID E. SHAPIRO

DAMIAN G. DIDDEN

ANTE VUCIC

IAN BOCZKO

MATTHEW M. GUEST

DAVID E. KAHAN

DAVID K. LAM

DAVID M. MURPHY

JEFFREY M. WINTNER

TREVOR S. NORWITZ

BEN M. GERMANA

ANDREW J. NUSSBAUM

RACHELLE SILVERBERG

DAVID C. BRYAN

STEVEN A. COHEN

GAVIN D. SOLOTAR

DEBORAH L. PAUL

DAVID C. KARP

RICHARD K. KIM

JOSHUA R. CAM MAKER

MARK GORDON

JOSEPH D. LARSON

LAWRENCE S. MAKOW

JEANNEMARIE O'BRIEN

WAYNE M. CARLIN

JAM ES COLE, JR.

STEPHEN R. DIPRIMA

NICHOLAS G. DEMMO

IGOR KIRMAN

LEONARD M. ROSEN

MICHAEL W. SCHWARTZ

ELLIOTT V. STEIN

J. BRYAN WHITWORTH

AMY R. WOLF

WI LLiAM T. ALLEN

PETER C. CAN ELLOS

THEODORE GEWERTZ

TH EODORE A. LEVI N E

ROBERT B. MAZUR

STEPHEN G. GELLMAN

STEVEN A. ROSEN BLU M

PAMELA S. SEYMON

STEPHANIE J. SELIGMAN

ERIC S. ROBINSON

JOHN F. SAVARESE

SCOTT K. CHARLES

ANDREW C. HOUSTON

PHILIP MINDLIN

DAVID S. NEILL

JODI J. SCHWARTZ

ADAM O. EMMERICH

CRAIG M. WASSERMAN

GEORGE T. CONWAY III

RALPH M. LEVENE

RICHARD G. MASON

DOUGLAS K. MAYER

MICHAEL J. SEGAL

DAVID M. SILK

ROBIN PANOVKA

DAVID A. KATZ

ILENE KNABLE GOTTS

MARTIN LIPTON

HERBERT M. WACHTELL

BERNARD W. NUSSBAUM

RICHARD D. KATCHER

LAWRENCE B. PEDOWITZ

PAUL VIZCARRONOO , JR.

PETER C. HEIN

HAROLD S. NOVIKOFF

DAVID M. EINHORN

KENNETH S. FORREST

MEYER G. KOPLOW

THEODORE N. MIRVIS

EDWARD D. HERLIHY

DANIEL A. NEFF

ERIC M. ROTH

WARREN R. STERN

ANDREW R. BROWNSTEIN

MICHAEL H. SYOWITZ

PAUL K. ROWE

MARC WOLINSKY

DAVID GRUENSTEIN

PATRICIA A. VLAHAKIS

May 21,2009

United States

Department of the Treasury

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

Ladies and Gentlemen:

We have acted as special counsel to GMAC LLC, a Delaware limited liability

company (the "Company"), in connection with the Company's issuance to the United States

Department of the Treasury (the "Investor") of a new series of Mandatorily Convertible

Preferred Membership Interests, Series F (the "Preferred Interests"), and a warrant to purchase

additional Preferred Interests of the Company (the "Warrant," and collectively with the Preferred

Interests, the "Purchased Securities"), pursuant to a Letter Agreement, dated May 21,2009,

between the Company and the Investor (the "Letter Agreement"), which incorporates the

provisions contained in the Securities Purchase Agreement-Standard Terms (the "Standard

Terms"), and the respective schedules and annexes attached to the Letter Agreement and

Standard Terms (collectively, the "Agreement") and the Warrant. This opinion is being

furnished pursuant to Section 1.2(d)(x) of the Standard Terms. Capitalized terms used herein

which are not otherwise defined shall have the meanings given to them in the Agreement.

In that connection, we have examined and relied without investigation as to

matters of fact, upon originals or copies certified or otherwise identified to our satisfaction of

such documents, company records, agreements, certificates of public officials and officers of the

Company and other instruments as we have deemed necessary or appropriate for the purposes of

this opinion.
WACHTELL, LIPTON, ROSEN & KATZ

United States Department of the Treasury

May 21,2009

Page 2

We have assumed the legal capacity of all natural persons signing any documents

we have reviewed, the genuineness of all signatures on documents we have reviewed, the

authenticity of all documents submitted to us as originals, the conformity to original documents

of documents submitted to us as certified, facsimile, conformed, electronic or photostatic copies

and the authenticity of the originals of such copies. We have also assumed that the Company's

issuance of the Warrant and the Company's entry into the Agreement have been duly authorized

by all requisite action by the Company and that the representations and warranties of the

Company set forth in the Agreement and the Warrant are accurate.

We have relied, without investigation, upon the following assumptions: (i) the

Investor has satisfied those legal requirements that are applicable to it to the extent necessary to

make the Agreement and the Warrant enforceable against it; (ii) the Company will not in the

future take any discretionary action (including a decision not to act) permitted under the

Agreement or the Warrant that would result in a violation of law or constitute a breach or default

under any other agreement, order or regulation; (iii) the Company will obtain all permits and

governmental approvals required in the future, and take all actions similarly required, relevant to

subsequent consummation of the transaction or performance of the Agreement or the Warrant;

and (iv) all parties to the transaction will act in accordance with, and will refrain from taking any

action that is forbidden by, the terms and conditions of the Agreement or the Warrant.

We are members of the Bar of the State of New York, and we express no opinion

as to matters of law other than laws of the State of New York.

Based upon the foregoing, and subject to the assumptions, exceptions, limitations

and qualifications stated herein, it is our opinion that:

(a) The Agreement is a valid and binding obligation of the Company

enforceable against the Company in accordance with its terms, except as

the same may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the enforcement of

creditors' rights generally and general equitable principles, regardless of

whether such enforceability is considered in a proceeding at law or in

equity; provided, however, that we express no opinion with respect to

Section 4.5(g) or the severability provisions of the Agreement insofar as

Section 4.5(g) is concerned.
WACHTELL, LIPTON, ROSEN & KATZ

United States Department of the Treasury

May 21, 2009

Page 3

(b) When executed and delivered as contemplated by the Agreement, the

Warrant will constitute a valid and legally binding obligation of the

Company enforceable against the Company in accordance with its terms,

except as the same may be limited by applicable bankruptcy, insolvency,

reorganization, moratorium or similar laws affecting the enforcement of

creditors' rights generally and general equitable principles, regardless of

whether such enforceability is considered in a proceeding at law or in

equity.

The opinion expressed above is subject to the following qualifications:

1. We express no opinion as to the enforceability of any anti-dilution

provision of the Warrant that may be affected by the particular facts and

circumstances at the time such provision becomes effective or at the time

of exercise thereafter, including, without limitation, to the extent it may

purport to require the Company to issue a number of units that, together

with the Company's other membership interests issued or reserved for

issuance, would exceed the number of authorized membership interests of

the Company.

2. We express no opinion as to whether a court would give effect to the

choice of New York law provided for in the Agreement or in the Warrant.

3. We express no opinion as to the enforceability of: any provision

providing for conclusive presumptions or determinations, noneffectiveness of oral modifications, or any provision requiring the payment

of penalties, consequential damages or liquidated damages; any provision

purporting to establish evidentiary standards or standards of commercial

reasonableness; or any provision which may be held to be in violation of

public policy, insofar as any of the foregoing are contained in the

Agreement or the Warrant.

4. The provisions of the Agreement or the Warrant that permit any party

thereto to take action or make determinations, or to benefit from

indemnities and similar undertakings of any party to the Agreement or any

holder of the Warrant, may be subject to a requirement that such action be

taken or such determinations be made, and any action or inaction by such
WACHTELL, LIPTON, ROSEN & KATZ

United States Department of the Treasury

May 21,2009

Page 4

party that may give rise to a request for payment under such an

undertaking be taken or not taken, on a reasonable basis and in good faith.

The foregoing opinion is limited to the matters stated herein, and no opinion shall

be implied or inferred beyond the matters expressly stated. The foregoing opinion is being

furnished to you by us as special counsel to the Company in connection with the sale of the

Purchased Securities by the Company and (a) is rendered solely for your benefit in connection

with the sale of the Purchased Securities by the Company, (b) may not be relied upon by you for

any other purpose, or relied upon by any other person, entity, firm or corporation for any

purpose, except that the Company may rely upon this opinion for purposes of delivering an

opinion to you pursuant to Section 1.2(d)(ix) of the Securities Purchase Agreement, and (c) may

not be reproduced or quoted in any context without our prior written consent, which may be

withheld in our sole discretion.

The opinion contained herein is rendered as of the date hereof only, and we

assume no obligation to update any statement herein.

Very truly yours,

DES/jeg