UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

June 1230, 2009

(Date of report; date of

earliest event reported)

Commission file number: 0-51438

RESIDENTIAL CAPITAL, LLC

(Exact name of registrant as specified in its charter)


Delaware (State or other jurisdiction of incorporation or organization)	20-1770738 (I.R.S. Employer Identification No.)

One Meridian Crossings

Minneapolis, Minnesota

55423

(Address of principal executive offices)

(Zip Code)

(952) 857-8700

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01

Entry into a Material Definitive Agreement.

As previously disclosed, ~~on June 1, 2009, two indirect subsidiaries of~~ Residential Capital, LLC (“ResCap”), ~~Passive Asset Transactions, LLC~~ and ~~RFC~~certain ~~Asset~~of ~~Holdings~~its ~~II,~~subsidiaries ~~LLC~~are ~~entered~~parties ~~into~~to avarious ~~credit~~secured ~~agreement for a short-term, $370 million~~ revolving ~~secured~~ credit ~~facility~~facilities ~~(the “June Facility”)~~ with ~~Residential Funding Company,~~ ~~LLC (“RFC”),~~ GMAC ~~Mortgage,~~Inc. ~~LLC~~ (~~“GMACM”)~~formerly ~~(each of which are subsidiaries of ResCap) and ResCap as guarantors and~~ GMAC LLC) (“GMAC”) ~~as lender agent and initial lender~~. OnCertain ~~June~~of ~~12,~~these ~~2009, the June Facility was amended to~~facilities ~~increase~~are ~~the~~described ~~aggregate commitment amount from $370 million to up to $470 million, such availability being based on advance rates against the amount of eligible collateral~~below.

~~As previously~~· ~~disclosed,~~On on April 18, 2008, Residential Funding Company, LLC (“RFC”) and GMAC Mortgage, LLC (“GMACM”) (each of which are subsidiaries of ResCap), entered into a Loan and Security Agreement with GMAC, as lender, to provide RFC and GMACM with a revolving secured credit facility, which is secured by RFC’s and GMACM’s servicing rights and related contractual rights under certain pooling and servicing agreements and loan servicing agreements with respect to pools of mortgage loans and home equity lines of credit (the “MSR Facility”). The maximum lending commitment under the MSR Facility was initially $750 million, and was later raised to $1.2 billion in June 2008. Since that time, GMAC has forgiven amounts outstanding under the MSR Facility, which resulted in permanent reductions of GMAC’s lending commitment. Prior to June 12, 2009, GMAC’s maximum lending commitment was approximately $240 million. On June 12, 2009, the MSR Facility was amended (the “MSR Amendment”) to increase GMAC’s maximum lending commitment to up to $400 million, such availability being based on advance rates against the amount of eligible collateral. In addition, the MSR Amendment (a) increased interest payable on outstanding amounts to one-month LIBOR plus 6.00%; and (b) increased the advance rate against eligible collateral to 40%. Such advance rate previously had been reduced over time to approximately 25% due to forgiveness of debt outstanding under the MSR Facility and corresponding reductions in GMAC’s lending commitment thereunder.

On November 20, 2008, two indirect subsidiaries of ResCap, Passive Asset Transactions, LLC (“PATI”) and RFC Asset Holdings II, LLC (“RAHI”) entered into a loan agreement for a revolving secured credit facility (the “November Facility”) with RFC, GMACM and ResCap as guarantors and GMAC as lender agent and initial lender, which is secured by a pledge by RFC of its receivables under certain warehouse loans it has made to third-party lenders and pledges by PATI and RAHI of equity in certain subsidiaries and certain other assets; and

On June 1, 2009, PATI and RAHI entered into a second credit agreement for a revolving secured credit facility (the “June Facility”) with RFC, GMACM and ResCap as guarantors and GMAC as lender agent and initial lender, which is secured by a pledge by RFC of equity in certain subsidiaries and its receivables under certain warehouse loans it has made to third-party lenders, pledges by PATI and RAHI of equity in certain subsidiaries and certain other assets, and a pledge by RFC and GMACM of certain mortgage loans and installment contracts secured by properties located in the United States.

On June 30, 2009, the loan repayment dates for each of the MSR Facility, the November Facility and the June Facility were extended from June 30, 2009 to July 31, 2009.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	~~RESIDENTIAL CAPITAL, LLC~~	RESIDENTIAL CAPITAL, LLC
	~~(Registrant)~~	(Registrant)
Dated: June 18, 2009	/s/ James N. Young
Dated:	July 6, 2009	/s/ James N. Young
	~~James N. Young~~	James N. Young
	~~Chief Financial Officer~~	Chief Financial Officer

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