On Dec. 31, 2008, Standard&Poor's Ratings Services lowered selected ratings on GMAC LLC and its subsidiary Residential Capital LLC, including lowering the long-term counterparty credit rating to 'SD' (selective default) from 'CC' for both entities. The ratings were removed from CreditWatch, where they were placed with negative implications on Nov. 20, 2008. This action follows the company's completion of an exchange offer for certain bonds of both GMAC LLC and Residential Capital LLC that, for the reasons cited below, is characterized pursuant to our criteria as a distressed debt exchange. Consummation of the GMAC offer will result in the issuance of approximately $11.9 billion aggregate principal amount of new GMAC senior guaranteed notes of various series and approximately
