THIRD SUPPLEMENTAL
INDENTURE
RESIDENTIAL CAPITAL, LLC,
THE GUARANTORS PARTY
HERETO
DEUTSCHE BANK TRUST COMPANY
AMERICAS,
THIRD SUPPLEMENTAL
INDENTURE
THIS
THIRD SUPPLEMENTAL INDENTURE, dated as of May 16, 2008 (this
“Supplemental Indenture”), is by and among RESIDENTIAL
CAPITAL, LLC, a Delaware limited liability company (the
“Company”), the guarantors a party hereto (the
“Guarantors”) and DEUTSCHE BANK TRUST COMPANY AMERICAS,
a banking corporation duly incorporated and existing under the laws
of the State of New York, as trustee (the
“Trustee”).
WHEREAS,
the Company, the Guarantors and the Trustee entered into the
Indenture, dated as of June 24, 2005, as supplemented by that
certain First Supplemental Indenture, dated as of June 24,
2005, providing for the issuance originally of $2,500,000,000
aggregate principal amount of 8.375% Notes due June 2010 and
$500,000,000 aggregate principal amount of 8.875% Notes due
June 2015, and as supplemented by that certain Second
Supplemental Indenture, dated as of November 21, 2005 (as
supplemented, the “Indenture”);
WHEREAS,
in accordance with the Indenture, the Company further issued (i)
$750,000,000 aggregate principal amount of 8.125% Notes due
November 2008 and $500,000,000 aggregate principal amount of
Floating Rate Notes due November 2008 pursuant to an
Officers’ Certificate, dated November 16, 2005, (ii)
$1,500,000,000 aggregate principal amount of 8.000% Notes due
February 2011 and $250,000,000 aggregate principal amount of
8.875% Notes due June 2015 pursuant to an Officers’
Certificate dated February 15, 2006, (iii) $750,000,000
aggregate principal amount of Floating Rate Notes due
April 2009 and $1,750,000,000 aggregate principal amount of
8.500% Notes due April 2013 pursuant to an Officers’
Certificate, dated April 11, 2006, (iv) €750,000,000
aggregate principal amount of 7.125% Notes due May 2012 and
£400,000,000 aggregate principal amount of 8.375% Notes due
May 2013 pursuant to an Officers’ Certificate, dated
May 11, 2006, (v) $1,250,000,000 aggregate principal amount of
Floating Rate Notes due June 2008 pursuant to an
Officers’ Certificate, dated December 4, 2006, (vi)
$1,000,000,000 aggregate principal amount of Floating Rate Notes
due May 2009 and $1,250,000,000 aggregate principal amount of
8.500% Notes due June 2012 pursuant to an Officers’
Certificate, dated May 22, 2007, and (vii) €600,000,000
aggregate principal amount of Floating Rate Notes due
September 2010 and £400,000,000 aggregate principal
amount of 9.875% Notes due July 2014 pursuant to an
Officers’ Certificate, dated June 27, 2007;
WHEREAS,
Section 10.02 of the Indenture provides that the Indenture may
be amended with the consent of the Holders of not less than a
majority in the aggregate principal amount of the Securities of all
series then outstanding, voting together as a single class (subject
to certain exceptions);
WHEREAS,
the Company has commenced offers to exchange and offers to purchase
for cash relating to any and all outstanding Securities and a
consent solicitation with respect to the amendments to the
Indenture set forth herein (collectively, the “offers and
consent solicitation”), each pursuant to a Confidential
Offering Memorandum and Consent Solicitation Statement, dated as of
May 5, 2008;
WHEREAS,
the Company and the Guarantors desire and have requested the
Trustee to join with them in entering into this Supplemental
Indenture for the purpose of amending the Indenture in certain
respects as permitted by Section 10.02 of the
Indenture;
1
WHEREAS,
the execution and delivery of this Supplemental Indenture has been
authorized by the Board of Directors of the Company and of each
Guarantor; and
WHEREAS,
(1) the Company has received the consent of Holders of a
majority in the aggregate principal amount of the outstanding
Securities of all series, voting together as a single class, and
has satisfied all other conditions precedent, if any, provided
under the Indenture to enable the Company, the
Guarantors
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