exv4w2



 





Exhibit 4.2




RESIDENTIAL CAPITAL, LLC




6.50% Note due 2012




	 	 	 
	No. B-[    ]

	 	CUSIP No. 76114EAC6






$______________



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 (the “Company,” which term
includes any successor Person under the Indenture hereinafter referred to), for value received,
hereby promises to pay to CEDE & CO., or registered assigns, the principal sum of ____________
on June 1, 2012 (unless redeemed in whole or in part prior to such date as provided on the reverse
of this Note), and to pay interest thereon from May 25, 2007 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for semi-annually on June 1 and
December 1 in each year, commencing December 1, 2007, at the rate of 6.50% per annum, subject to
adjustment from time to time as set forth in the following proviso and on the reverse of this Note,
until the principal hereof is paid or made available for payment.



     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.



     The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date shall, as provided in the Indenture, be paid to the Person in whose name this Note (or one or
more Predecessor Notes) is registered at the close of business on the Regular Record Date for such
interest, which shall be the May 15 or November 15 (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.



     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 	 
	 
	 	 	 
	 	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 $1,250,000,000; 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.



     The Notes of this series are subject to redemption upon not less than 30 days’ but no more
than 60 days’ notice by mail, at any time, as a whole or in part, at the election of the Company,
at a redemption price (the “Redemption Price”) equal to the greater of (1) 100 percent of the
principal amount of the Notes to be redeemed and (2) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (exclusive of interest accrued to that
Redemption Date) discounted to the date of redemption (the “Redemption Date”) on a semi-annual
basis (assuming a 360-day year consisting of twelve 30-day months) at a rate equal to the Treasury
Yield plus 25 basis points, plus, in either case, accrued and unpaid interest on the principal
amount being redeemed to that Redemption Date; provided that installments of interest on the Notes
which are then due and payable on an Interest Payment Date falling on or prior to the relevant
Redemption Date shall be payable to the Holders of those Notes, registered as such at the close of
business on the relevant Record Date. If less than all the Notes are to be redeemed at the
Company’s option, the Trustee shall select, in such manner as it shall deem reasonable and fair,
the Notes to be redeemed in whole or in part. In the event of redemption of this Note in part
only, a new Note or Notes of this series and of like tenor for the unredeemed portion hereof shall
be issued in the name of the Holder hereof upon the cancellation hereof.



     “Treasury Yield” means, with respect to the Notes being redeemed, the yield to maturity
implied by (i) the yields reported as of the second business day prior to the Redemption Date, on
(a) the Bloomberg Financial Markets News screen PX1 or the equivalent screen provided by Bloomberg
Financial Markets News, or (b) if such on-line market data is not at that time provided by
Bloomberg Financial Markets News, on the display designated as “Page 500” on the Moneyline Telerate
service (or such other display as may replace Page 500 on the Moneyline Telerate service), in any
case for actively traded U.S. Treasury securities having a maturity equal to the remaining term of
the Notes of this series as of the Redemption Date, or (ii) if such yields are not reported at that
time or the yields reported as of that time are not ascertainable (including



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by way of interpolation), the Treasury Constant Maturity Series yields reported, for the
latest day for which such yields have been so reported at that time, in Federal Reserve Statistical
Release H.15 (519) (or any comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the remaining term of the Notes of this series as of
such Redemption Date. Such implied yield will be determined, if necessary, by (x) converting U.S.
Treasury bill quotations to bond-equivalent yields in accordance with accepted financial practices
and (y) interpolating linearly between (1) the actively traded U.S. Treasury security with a
maturity closest to and greater than the remaining term of the Notes of this series and (2) the
actively traded U.S. Treasury security with a maturity closest to and less than the remaining term
of the Notes of this series.



     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%






     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



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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.



     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



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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 any premium 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.



     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.



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     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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