Looking for an agreement? Search from over 1 million agreements now.

Registration Rights Agreement

This is an actual contract by Ally Financial.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
REGISTRATION RIGHTS AGREEMENT



by



GMAC LLC



and



GM Preferred Finance Co. Holdings LLC



Dated as of June 30, 2009



This Registration Rights Agreement (this " Agreement ") is made and entered into as of June 30, 2009, by and between GMAC LLC, a Delaware limited liability company (the " Company "), and GM Preferred Finance Co. Holdings LLC, a Delaware limited liability company (" GM HoldCo ") and wholly-owned subsidiary of General Motors Corporation. GM HoldCo currently holds GM Preferred Membership Interests (the " GM Preferred Interests "), which were originally issued by the Company on November 30, 2006 pursuant to the Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of November 30, 2006. Execution of this Agreement is required prior to a GMAC Conversion (as defined below) in accordance with Section 12.11 of the Sixth Amended and Restated Limited Liability Company Operating Agreement of the Company, dated as of May 22, 2009 (the " Operating Agreement "). Following such GMAC Conversion, Section 2.8 of the Operating Agreement provides that the GM Preferred Interests must be converted into a class of equity securities of the Company (the " Securities ?) with substantially identical powers, preferences, rights and obligations, and qualifications, limitations and restrictions thereof, and representing substantially identical proportional ownership of the Company as the GM Preferred Interests, adapted to reflect the change from a partnership to C corporation status of the Company for federal income tax purposes.



The parties hereby agree as follows:



SECTION 1. Definitions . As used in this Agreement, the following capitalized terms shall have the following meanings:



Agreement: As defined in the preamble hereto.



Broker-Dealer: Any broker or dealer registered under the Exchange Act.



Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust companies located in New York, New York are authorized or obligated to be closed.



Company: As defined in the preamble hereto.



Demand Registration Statement : As defined in Section 4(a) hereof.



Demand Registrations: As defined in Section 4(a) hereof.



Exchange Act: The Securities Exchange Act of 1934, as amended.



GM HoldCo: As defined in the preamble hereto



GM Preferred Interests: As defined in the preamble hereto.



GMAC Conversion: Means a Section 2.8 Conversion, as that term is defined in the Operating Agreement.



-2-






Holdback Period: As defined in Section 7(e) hereof.



Holders: As defined in Section 2(b) hereof.



Holders' Counsel: Means one counsel for the selling Holders chosen by Holders holding a majority interest in the Registrable Securities being registered.



Initiating Holders: As defined in Section 4(a) hereof.



Long-Form Registrations: As defined in Section 4(a) hereof.



Majority Holders: With respect to any date, Holders of a majority of the amount of outstanding Registrable Securities.



Operating Agreement: As defined in the preamble hereto.



Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof.



Piggyback Registration: As defined in Section 5(a) hereof.



Prospectus: The prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus.



Register, registered, and registration : Refers 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.



Registrable Securities: The Securities and any equity securities issued or otherwise distributed directly or indirectly with respect to the Securities by way of exchange thereof 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) they shall have ceased to be outstanding or (3) 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.



Registration Expenses: 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 Agreement, 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.



-3-






Registration Statement : Any Shelf Registration Statement or Demand Registration Statement.



Rule 144, Rule 144A, Rule 159A, Rule 405 and Rule 415 : In each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.



SEC: The United States Securities and Exchange Commission.



Securities: As defined in the preamble hereto.



Securities Act: The Securities Act of 1933, as amended.



Selling Expenses: 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).



Shelf Filing Deadline: As defined in Section 3(a) hereof.



Shelf Registration Statement: As defined in Section 3(a) hereof.



Short-Form Registrations: As defined in Section 4(a) hereof.



Special Registration : 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 any of its subsidiaries or in connection with dividend reinvestment plans.



Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public.



SECTION 2.` Securities Subject to this Agreement .



(a) Registrable Securities. The securities entitled to the benefits of this Agreement are the Registrable Securities.



(b) Holders of Registrable Securities. A Person is deemed to be a holder of Registrable Securities (each, a " Holder ") whenever such Person (including any successors or assigns) owns Registrable Securities.



-4-






SECTION 3. Shelf Registration .



(a) Shelf Registration . Subject to the terms and conditions of this Agreement, the Company covenants and agrees that within 15 days of the date the Company files its Form 10-Q for the third quarter of 2009 (the "Shelf Filing Deadline"), 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 (i) there are no Registrable Securities remaining or (ii) such time as all Registrable Securities may be sold without restriction under Rule 144 (including by refiling such Shelf Registration Statement (or a new Shelf Registration Statement) if the initial Shelf Registration Statement expires).



(b) Underwritten Shelf Offerings . Any registration pursuant to Section 3(a) 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 any 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 6; provided that the Company shall not be required to facilitate an underwritten offering of Registrable Securities unless either (i) Registrable Securities representing at least two percent of the then outstanding series of such Registrable Securities are proposed by the Holders to be included in such offering or (ii) the expected aggregate gross proceeds from such offering exceed $200 million. Within 10 days after receipt of any notice of an underwritten offering pursuant to the immediately preceding sentence, the Company shall give written notice of such offering to all other Holders who hold Registrable Securities and, subject to Section 3(c) below, there shall be included in such offering, on the same terms and conditions as any other Registrable Securities included therein, all Registrable Securities with respect to which the Company has received written requests for inclusion therein (which written requests shall specify the number of Registrable Securities requested to be included in such registration) within 15 days after the receipt of the Company's notice.



(c) Priority on Underwritten Shelf Offerings . If any Holder intends to distribute any Registrable Securities by means of an underwritten offering pursuant to Section 3(b) and the underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if applicable, other securities requested to be included in such offering exceeds the number of Registrable Securities and, if applicable, other securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities proposed to be included in such offering, the Company shall include securities in such registration in the following order of priority: (i) first, the number of Registrable Securities of Holders requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, allocated pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder and (ii) second, the number of other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering.



-5-






(d) Blackout Period . 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 this Section 3: (A) with respect to securities that are not Registrable Securities; or (B) if the Company has notified the Holders that in the good faith judgment of the Company' s board of directors, it would be materially 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 any 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.



(e) Notwithstanding the foregoing, if at any time the Company is not eligible to file a registration statement on Form S-3 (or any successor form), then the Company shall not be obligated to file or keep effective a Shelf Registration Statement at such time. The Company shall use its commercially reasonable best efforts to remain a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) and not to become an ineligible issuer (as defined in Rule 405 under the Securities Act).



SECTION 4. Demand Registrations .



(a) Requests for Registration . Subject to the terms and conditions of this Section 4, at any time after the Shelf Filing Deadline when a Shelf Registration Statement is not effective pursuant to Section 3 of this Agreement, any Holder may request (in each case, such requesting Holders, the "Initiating Holders") registration under the Securities Act of all or any portion of the Registrable Securities held by such Holder on Form S-1 or any similar long-form registration ("Long-Form Registrations") or on Form S-3 or any similar short-form registration (" Short-Form Registrations ?), if available (a "Demand Registration Statement"). All registrations requested pursuant to this Section 4(a) are referred to in this Agreement as "Demand Registrations". Each request for a Demand Registration shall be in writing and shall specify the approximate aggregate number of Registrable Securities requested to be registered (which aggregate number of Registrable Securities must represent at least two percent of the then outstanding series of such Registrable Securities, the anticipated per share price range for such offering (if known) and the intended method of distribution (including whether or not such offering is to be underwritten). Within 10 days after receipt of any such request, the Company shall give written notice of such requested registration to all other Holders who hold Registrable Securities and, subject to Sections 4(b), 4(c) and 4(d) below, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting), on the same terms and conditions as any other Registrable Securities included therein, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the delivery of the Company' s written notice.



-6-






(b) Limit on Number of Demand Registrations . In no event shall the Company be obligated to effectuate (i) more than one Demand Registration (including Long-Form Registration and Short-Form Registration) in any 12-month period or (ii) any non-underwritten Demand Registration for any Registrable Securities that may be sold without restriction under Rule 144 at the time of such Demand Registration. A registration shall not count as a Demand Registration until it has become effective. Initiating Holders making a request for a Demand Registration may withdraw from such registration at any time prior to the effective date of such Demand Registration, in which case the Company may withdraw such registration (unless otherwise requested in writing by other Holders, to the extent that such other Holders have the right to demand a Demand Registration at such time in accordance with this Section 4), and such request shall count as a Demand Registration, unless the Initiating Holders shall have paid all fees, expenses and other costs of the Company incurred in connection with such request.



(c) Priority on Demand Registrations . If a Demand Registration is an underwritten offering and the underwriters advise the Company in writing that, in their opinion, the number of Registrable Securities and, if applicable, other securities requested to be included in such offering exceeds the number of Registrable Securities and, if applicable, other securities which can be sold in an orderly manner in such offering within a price range acceptable to the Holders of a majority of the Registrable Securities proposed to be included in such offering, the Company shall include securities in such registration in the following order of priority: (i) first, the number of Registrable Securities of Holders requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, allocated pro rata among the respective Holders thereof on the basis of the amount of Registrable Securities owned by each such Holder; and (ii) second, the number of other securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering provided, however, that if the Company has, prior to the date of this Agreement, 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.



(d) Blackout Period . The Company shall not be required to effect a registration or an underwritten offering pursuant to this Section 4: (A) with respect to securities that are not Registrable Securities; or (B) if the Company has notified the Holders that in the good faith judgment of the Company's board of directors, it would be materially 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 any 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.



-7-






SECTION 5. Piggyback Registration



(a) If (i) during any period when an effective Shelf Registration Statement is not available, the Company proposes to register any of its equity securities, or (ii) at any time, the Company proposes to undertake an underwritten offering, other than, in each case, in connection with a registration pursuant to Section 3(a), a Demand Registration 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 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 writ
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |