exv4w1



 





Exhibit 4.1




RESIDENTIAL CAPITAL, LLC




Floating Rate Note due 2009




			
	No. A-[     ]
	 	CUSIP No. 76114EAB8

$______________





THIS SECURITY IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED
IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF,
EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.



UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CORPORATION OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC),
ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




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     RESIDENTIAL CAPITAL, LLC a Delaware limited liability company (hereinafter called the
“Company,” which term includes any successor Person under the Indenture referred to below), for
value received, hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of
____________on May 22, 2009, and to pay interest thereon for each Interest Period (as defined
herein) at a rate per annum equal to three month LIBOR (as defined herein) as determined by the
Calculation Agent (as defined herein) on the Interest Determination Date (as defined herein) for
such Interest Period plus 1.10%. The interest rate in effect on this Note during the initial
Interest Period is 6.46% per annum. The interest rate on this Note will be reset on the applicable
Interest Reset Date (as defined herein) for each Interest Period. Promptly upon determination, the
Calculation Agent will inform the Company of the interest rate on this Note for each Interest
Period. Interest on this Note is payable quarterly on February 22, May 22, August 22 and November
22 of each year, commencing August 22, 2007. Interest shall be calculated on the basis of the
actual number of days in an Interest Period and a 360-day year. The interest rate on this Note
shall be subject to adjustment from time to time as set forth in the immediately succeeding
paragraph and on the reverse of this Note, until the principal hereof is paid or made available for
payment.



     If any Interest Reset Date and Interest Payment Date with respect to this Note would otherwise
be a day that is not a Business Day, such Interest Reset Date and Interest Payment Date shall be
the next succeeding Business Day and interest shall accrue for the period up to but not including
such Interest Reset Date and Interest Payment Date on the next succeeding Business Day. If the
Maturity Date is not a Business Day, then the principal amount of this Note plus accrued and unpaid
interest hereon shall be paid on the next succeeding Business Day and no interest shall accrue from
the Maturity Date or any day thereafter.



     Whenever in this Note or in the Indenture there is a reference, in any context, to the payment
of the principal of, premium, if any, or interest on, or in respect of, any Note, such mention
shall be deemed to include mention of the payment of Adjustment Interest (as defined on the reverse
of this Note) (if any) payable as described in this Note to the extent that, in such context,
Adjustment Interest is, was or would be payable in respect of this Note and express mention of the
payment of Adjustment Interest (if any) in any provisions of this Note shall not be construed as
excluding Adjustment Interest in those provisions of this Note where such express mention is not
made.



     “Calculation Agent” means Deutsche Bank Trust Company Americas, and its successors and
assigns.



     “Interest Determination Date” means, with respect to any Interest Period, the date that is two
London Banking Days prior to the Interest Reset Date for such Interest Period.



     “Interest Period” means the period commencing on an Interest Payment Date (or, in the case of
the initial Interest Period, commencing on the Issue Date) and ending on the day preceding the next
following Interest Payment Date (or, in the case of the last such Interest Period ending on the day
preceding the Maturity Date); the initial Interest Period shall commence on the Issue Date and end
on August 21, 2007.



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     “Interest Reset Date” means, with respect to any Interest Period (other than the initial
Interest Period), the first day of such Interest Period.



     “LIBOR” with respect to each Interest Reset Date shall be determined by the Calculation Agent
as follows:



     (i) LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index
maturity of three-months, in amount of at least $1,000,000 as such rate appears on “Page LIBOR01”
at approximately 11:00 a.m., London time, on the Interest Determination Date for the applicable
Interest Reset Date.



     (ii) If this rate does not appear on Page LIBOR01, the Calculation Agent will determine the
rate on the basis of the rates at which deposits in U.S. dollars are offered by four major banks in
the London interbank market (selected by the Calculation Agent after consulting with the Company)
at approximately 11:00 a.m., London time, on the Interest Determination Date for the applicable
Interest Reset Date to prime banks in the London interbank market for a period of three months
commencing on that Interest Reset Date and in principal amount equal to an amount not less than
$1,000,000 that is representative for a single transaction in such market at such time. In such
case, the Calculation Agent will request the principal London office of each of the aforesaid major
banks to provide a quotation of such rate. If at least two such quotations are provided, LIBOR for
that Interest Reset Date will be the arithmetic average of the quotations. If fewer than two
quotations are provided as requested, LIBOR for that Interest Reset Date will be the arithmetic
average of the rates quoted by three major banks in New York, New York (selected by the Calculation
Agent after consulting with the Company) at approximately 11:00 a.m., New York time, on the
Interest Determination Date for the applicable Interest Reset Date for loans in U.S. dollars to
leading banks for a period of three months commencing on that Interest Reset Date and in a
principal amount equal to an amount not less than $1,000,000 that is representative for a single
transaction in such market at such time. If fewer than three quotations are provided as requested,
for the period until the next Interest Reset Date, LIBOR will be the same as the rate determined on
the immediately preceding Interest Reset Date.



     “London Banking Day” means any day in which dealings in U.S. dollar deposits are transacted in
the London interbank market.



     “Page LIBOR01” means the display page so designated on the Reuters Money 3000 Xtra service for
the purpose of displaying London interbank offered rates of major banks, or any successor page on
the Reuters Money 3000 Xtra service.



     All percentages resulting from calculation of the interest rate with respect to this Note will
be rounded, if necessary, to the nearest one-hundred thousandth of a percentage point, with five
one-millionth of a percentage point rounded upward (e.g., 9.876545% (or .09876545) would be rounded
to 9.87655% (or .0987655) and 9.876544% (or .09876544) would be rounded to 9.87654% (or .0987654)),
and all dollar amounts in or resulting from any such calculation will be rounded to the nearest
cent (with one-half cent being rounded upward).



     The interest payable, and punctually paid or duly provided for on any Interest Payment Date
will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or



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more Predecessor Notes) is registered at the close of business on the Regular Record Date for
such interest, which shall be February 7, May 7, August 7 or November 7 (whether or not a Business
Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so
punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such
Regular Record Date and shall be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on a subsequent Record Date for the
payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes of this series not less than fifteen days preceding such subsequent Record Date,
such Record Date to be not less than five days preceding the date of payment of such defaulted
interest.



     This Note is not redeemable by the Company prior to maturity and is not subject to any sinking
fund.



     Payment of the principal of (and premium, if any) and interest on this Note shall be made at
the office or agency of the Company maintained for that purpose in New York, New York, in such coin
or currency of the United States of America as at the time of payment is legal tender for payment
of public and private debts; provided, however, that at the option of the Company payment of
interest may be made by check mailed to the address of the Person entitled thereto as such address
shall appear in the Security Register.



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     Reference is hereby made to the further provisions of this Note set forth on the reverse
hereof, which further provisions shall for all purposes have the same effect as if set forth at
this place.



     Unless the certificate of authentication hereon has been executed by the Trustee referred to
on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.



     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its
corporate seal.



Dated: May 25, 2007




	 	 	 	 	 
	 	RESIDENTIAL CAPITAL , LLC

a Delaware limited liability company

 	 
	 	By:  	 	 
	 	 	Sanjiv Khattri 	 
	 	 	Chief Financial Officer and Director 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	William F. Casey 	 
	 	 	Assistant Treasurer 	 
	 



CERTIFICATE OF AUTHENTICATION





     This is one of the Securities of the series designated therein referred to in the
within-mentioned Indenture.



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

 	 
	 	By:  	DEUTSCHE BANK NATIONAL TRUST COMPANY
 	 
	 	 	 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Authorized Signatory 	 
	 	 	 	 



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[Reverse of Note]





     This Note is one of a duly authorized issue of securities of the Company (herein called the
“Notes”), issued and to be issued in one or more series under an Indenture, dated as of June 24,
2005, as supplemented by a Second Supplemental Indenture, dated as of November 21, 2005 (as so
supplemented and as it may from time to time be further supplemented or amended by one or more
indentures supplemental thereto, the “Indenture”), among the Company, the Guarantors described
therein and Deutsche Bank Trust Company Americas, as trustee (herein called the “Trustee”, which
term includes any successor trustee under the Indenture), and reference is hereby made to the
Indenture for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered. This Note is one of the series designated
on the face hereof, limited in aggregate principal amount to $1,000,000,000; provided that the
Company may from time to time, without notice to or the consent of the Holders of Notes, create and
issue further Notes of this series (the “Additional Notes”) having the same terms and ranking
equally and ratably with the Notes in all respects, or in all respects except for the payment of
interest accruing prior to the Issue Date or except for the first payment of interest following the
Issue Date of such Additional Notes. Any Additional Notes will be consolidated and form a single
series with the Notes and shall have the same terms as to status, redemption or otherwise as the
Notes.



     Upon the occurrence of a Rating Change (as defined herein), this Note will bear interest at a
rate equal to the rate that would be applicable without any adjustment plus the applicable interest
rate adjustment (each an “Interest Rate Adjustment”), if any, set forth below. Each Interest Rate
Adjustment will be effective on the next Business Day after the Rating Change has occurred.
Thereafter, the Interest Rate Adjustment will remain in effect until the next Rating Change that
results in a different Interest Rate Adjustment as set forth below. That portion of interest
accruing as a result of an Interest Rate Adjustment is referred to in this Note as “Adjustment
Interest.” The Company will give prompt notice to the Trustee of any Rating Change and any related
Interest Rate Adjustment.



INTEREST RATE ADJUSTMENTS



At any time the Notes are rated by two or more Rating Agencies (as defined herein) and the
ratings are:




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	Two or More Rating	 	 
	 	 	One Rating Category	 	Categories Below	 	 
	 	 	Below Investment	 	Investment Grade by	 	 
	 	 	Grade by two or	 	one (and not more	 	 
	 	 	more Rating	 	than one) Rating	 	 
	 	 	Agencies (and not	 	Agency and One	 	Two or More Rating
	Below Investment	 	Two or More Rating	 	Rating Category	 	Categories Below
	Grade by one (and	 	Categories Below	 	Below Investment	 	Investment Grade by
	not more than one)	 	Investment Grade by	 	Grade by any other	 	two or more Rating
	Rating Agency	 	any Rating Agency).	 	Rating Agency	 	Agencies.
	 
	0.50%

	 	 	1.00	%	 	 	1.50	%	 	 	2.00	%






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     If at any time the Notes are rated by only one Rating Agency and the rating is One Rating
Category Below Investment Grade, the Interest Rate Adjustment will be 1.00%. If at any time the
Notes are rated by only one Rating Agency and the rating is Two or More Rating Categories Below
Investment Grade, the Interest Rate Adjustment will be 2.00%. If at any time the Notes are not
rated by any Rating Agency, the Interest Rate Adjustment will be 2.00%.



     The interest rate on this Note will permanently cease to be subject to any adjustment set
forth above if (i) the Notes become rated Baa2, BBB and BBB or higher by each of Moody’s Investors
Service, Inc., Standard & Poor’s Ratings Group and Fitch, Inc., respectively (or two of these
ratings if only rated by two Rating Agencies), with a stable or positive or equivalent outlook by
each of the Rating Agencies or (ii) after the Company exercises its right under the Indenture to
defease the entire indebtedness of the Notes referred to below.



     “Below Investment Grade” means the Notes are rated lower than Baa3, BBB- or BBB- by Moody’s
Investors Service, Inc., Standard & Poor’s Ratings Group or Fitch, Inc., respectively.



     “One Rating Category Below Investment Grade” means the Notes are rated Ba1, BB+ or BB+ by
Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group or Fitch, Inc., respectively.



     “Rating Agencies” means Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group and
Fitch, Inc. and their respective successors, individually and/or collectively, as the context
requires.



     “Rating Change” means any change in any rating of the Notes or the Notes cease to be rated by
any Rating Agency and thereafter are rated by such Rating Agency.



     “Two or More Rating Categories Below Investment Grade” means the Notes are rated Ba2, BB or BB
or lower by Moody’s Investors Service, Inc., Standard & Poor’s Ratings Group or Fitch, Inc.,
respectively.



     The Indenture contains provisions for defeasance at any time of the entire indebtedness of the
Notes or certain restrictive covenants and Events of Default with respect to the Notes, in each
case upon compliance with certain conditions set forth in the Indenture.



     In addition to the Events of Default described in the Indenture, an Event of Default shall
also include:




The failure of the Company or the failure of any of the Guarantors to perform any term or
provision of any evidence of indebtedness (including the Indenture), whether such
indebtedness now exists or shall hereafter be created, or any other condition shall occur,
and as a result of the occurrence of which default or condition any indebtedness in an
amount in excess of $50,000,000 shall become or be declared to be due and payable, or the
Company or any of its Guarantors shall be obligated to purchase any such indebtedness, prior
to the date on which it would otherwise become due and payable, or any indebtedness in an
amount in excess of $50,000,000 shall not be paid when due at its stated maturity.



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     If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may be declared due and payable in the manner and with the
effect provided in the Indenture.



     The Indenture permits, with certain exceptions as therein provided, the Company, each
Guarantor and the Trustee to enter into from time to time indentures supplemental to the Indenture
for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Securities (including the Holders of the Notes), in each case, with the
consent of the Holders of not less than a majority of the aggregate principal amount of the
Securities of all series at the time outstanding affected by such supplemental indenture (voting as
a class). The Indenture also contains provisions permitting the Holders of specified percentages
in aggregate principal amount of the Notes of each series at the time outstanding, on behalf of the
Holders of all Notes of such series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and
upon all future Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon such Note.



     As provided in and subject to the provisions of the Indenture, the Holder of this Note shall
not have the right to institute any action or proceeding with respect to the Indenture or for the
appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall
have previously given the Trustee written notice of a continuing default with respect to the Notes
of this series, and the Holders of not less than 25% in aggregate principal amount of the Notes of
this series at the time outstanding shall have made written request to the Trustee to institute
such action or proceedings in its own name as Trustee and offered the Trustee reasonable indemnity,
and the Trustee shall not have received from the Holders of a majority in aggregate principal
amount of the Securities of any or all series affected (voting as a single class) at the time
outstanding a direction inconsistent with such request, and the Trustee shall have failed to
institute any such action or proceeding for 60 days after receipt of such notice, request and offer
of indemnity.



     Notwithstanding any other provision of the Indenture or this Note, the right of any Holder of
this Note to receive payment of the principal of, and interest on, this Note on or after the
respective due dates expressed in this Note, or to institute suit for the enforcement of any such
payment on or after such respective dates, shall not be impaired or affected without the consent of
such Holder.



     As provided in the Indenture and subject to certain limitations therein set forth, the
transfer of this Note is registrable in the Security Register, upon surrender of this Note for
registration of transfer at the office or agency of the Company specified in the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company
and the Trustee duly executed by the Holder hereof or such Holder’s attorney duly authorized in
writing, and thereupon the Company shall execute and the Trustee shall authenticate and deliver in
the name of the transferee(s) one or more new Notes of this series for the same aggregate principal
amount.



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     The Notes of this series are issuable only in registered form without coupons in denominations
of $2,000 and any integral multiple of $1,000 in excess thereof. As provided in the Indenture and
subject to certain limitations therein set forth, Notes of this series are exchangeable for a like
aggregate principal amount of Notes of this series and of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.



     No service charge shall be made to a Holder for any such registration of transfer or exchange,
but the Company may require payment of a sum sufficient to cover any tax or other governmental
charge imposed in connection therewith. Prior to due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person
in whose name this Note is registered as the owner hereof for all purposes, whether or not this
Note be overdue, and none of the Company, the Trustee nor any such agent shall be affected by
notice to the contrary.



     All terms used in this Note which are defined in the Indenture shall have the meanings
assigned to them in the Indenture.



     This Note shall be governed by and construed in accordance with the laws of the State of New
York.




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GUARANTEE




     Each of the undersigned (the “Guarantors”) hereby jointly and severally unconditionally
guarantees, to the extent set forth in the Indenture dated as of June 24, 2005, as supplemented by
the Second Supplemental Indenture, dated as of November 21, 2005 (as amended, restated or
supplemented from time to time, the “Indenture”), among Residential Capital, LLC, as issuer, the
Guarantors and Deutsche Bank Trust Company Americas, as Trustee, and subject to the provisions of
the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and
interest on the Notes, when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and
premium and, to the extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Issuer to the Holders or the Trustee, all in accordance with the terms set
forth in Article Fourteen of the Indenture, and (b) in case of any extension of time of payment or
renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.



     The obligations of the Guarantors to the Holders and to the Trustee pursuant to this Guarantee
and the Indenture are expressly set forth in Article Fourteen of the Indenture and reference is
hereby made to the Indenture for the precise terms and limitations of this Guarantee.



     IN WITNESS WHEREOF, each of the Guarantors has caused this Guarantee to be signed by a duly
authorized officer.



Dated: May 25, 2007




THE GUARANTORS:




	 	 	 	 	 
	 	GMAC RESIDENTIAL HOLDING COMPANY, LLC,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	William F. Casey 	 
	 	 	Title:  	Treasurer 	 
	 
	 	GMAC MORTGAGE, LLC,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	William F. Casey 	 
	 	 	Title:  	Treasurer 	 



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	 	GMAC-RFC HOLDING COMPANY, LLC,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	John M. Peterson 	 
	 	 	Title:  	Treasurer 	 
	 
	 	RESIDENTIAL FUNDING COMPANY, LLC,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	John M. Peterson 	 
	 	 	Title:  	Treasurer 	 
	 
	 	HOMECOMINGS FINANCIAL, LLC,

as Guarantor

 	 
	 	By:  	 	 
	 	 	Name:  	John M. Peterson 	 
	 	 	Title:  	Treasurer 	 



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ASSIGNMENT FORM




To assign this Note, fill in the form below:

I or we assign and transfer this Note to



 



(Print or type assignee’s name, address and zip code)



 



(Insert assignee’s Soc. Sec. or Tax I.D. No.)



and irrevocably appoint ___________________________ agent to transfer this Note on the books of the
Company. The agent may substitute another to act for him.




	 	 	 	 	 	 	 
	Date:

	 	 	 	Your Signature:	 	 
	 

	 	 
	 	 	 	 





Sign exactly as your name appears on the other side of this Note.





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