KKR/GMAC Commercial

Proposal whereby Kohlberg Kravis Roberts & Co. L.P. (KKR), Five Mile Capital Partners LLC (FMCP) and GS Capital Partners (GSCP) (collectively the Investor Group) would acquire 60% of the total issued share capital of GMAC Commercial Holding Corp (GMACCH) from General Motors Acceptance Corporation/GMAC Mortgage Group, Inc. (collectively, GMAC). By virtue of an agreement between the members of the Investor Group, KKR will effectively control the Investor Group and in turn will have decisive influence over GMACCH.