ResCap Commences Cash Tender Offer for $750 Million Aggregate Principal Amount o

    The total consideration for each $1,000 principal amount of notes validlytendered and accepted for purchase pursuant to the tender offer will be theapplicable total consideration in the table below (in each case, the totalconsideration). Subject to the terms and conditions of the tender offer, notestendered will be accepted for purchase in a specified acceptance priority. Thetable below shows, among other things, the series of notes subject to thetender offer, the acceptance priority and the total consideration for eachseries of notes:                                                                     Total                                                                 Consideration    Security              Principal       Early      Acceptance    Per $1,000                            Amount        Tender      Priority     Principal                          Outstanding     Premium(1)   Level         Amount    Floating Rate       $1,250,000,000     $30           1            $830    Notes Due    June 9, 2008    Floating Rate         $500,000,000     $30           2            $760    Notes Due    November    21, 2008 (2)    6.125% Notes          $750,000,000     $30           3            $760    Due November    21, 2008 (2)    Subordinated         $1,000,000,000    $30           4            $500    Floating Rate    Notes Due April    17, 2009 (2,3)    1.   Per $1,000 principal amount of notes.    2.   Listed on the Luxembourg Stock Exchange.    3.   Notes are currently callable at par.

Holders must tender their notes prior to 5:00 p.m. EST on Dec. 5, 2007(unless extended or earlier terminated, the early tender time), in order to beeligible to receive the total consideration, which includes an early tenderpremium of $30 per $1,000 principal amount of notes purchased. Holders thatvalidly tender their notes after the early tender time but prior to theexpiration time will be eligible to receive the total consideration less theearly tender premium, which amount we refer to as the tender offerconsideration. In addition, in each case, holders whose notes are accepted forpurchase by ResCap, will also receive accrued and unpaid interest on suchnotes from the last interest payment date for the applicable series of notesto, but not including, the settlement date. The settlement date with respectto the notes is the date on which ResCap will pay the total consideration ortender offer consideration, as applicable, in respect of the notes acceptedfor purchase. The settlement date is expected to be the first New York Citybusiness day following the expiration time.

Subject to applicable law, ResCap may, with respect to any or all seriesof notes: (i) extend or otherwise amend the early tender time or theexpiration time, or (ii) increase the maximum tender amount without extendingthe withdrawal deadline or otherwise reinstating withdrawal rights of holders.In the event of a termination of the tender offer with respect to any seriesof notes, all notes of such series tendered pursuant to the tender offer willbe promptly returned to the tendering holders. ResCap will (subject to theterms and conditions of the tender offer) accept notes based on the acceptancepriorities and will pro-rate the notes purchased as set forth in the Offer toPurchase. Except as set forth in the Offer to Purchase or as required byapplicable law, notes tendered prior to 5:00 p.m. EST on Dec. 5, 2007 (thewithdrawal deadline) may only be withdrawn in writing before the withdrawaldeadline, and notes tendered after the withdrawal deadline but before theexpiration time may not be withdrawn.

The tender offer is conditioned on the satisfaction of certain conditions.If any of the conditions are not satisfied or waived, ResCap is not obligatedto accept for payment, purchase or pay for, and may delay the acceptance forpayment of, any tendered notes, in each event, subject to applicable laws, andmay terminate the tender offer.

Banc of America Securities LLC and Citi are the dealer managers for thetender offer. Global Bondholder Services Corporation is the information agentand depositary. Deutsche Bank Luxembourg S.A. is the Luxembourg tender agentfor the tender offer. Persons with questions regarding the tender offershould contact the dealer managers: Banc of America Securities LLC toll-freeat (866) 475-9886 or collect at (704) 386-3244 and Citi toll-free at (800)558-3745 or collect at (212) 723-6106, or the information agent, toll-free at(866) 294-2200.

Net Worth Covenant Compliance

As previously reported, several of ResCap's credit facilities contain afinancial covenant requiring ResCap to maintain a minimum consolidatedtangible net worth as of the end of each fiscal quarter. As of Sept. 30,2007, the most restrictive provision requires ResCap to maintain a minimumconsolidated tangible net worth of $5.4 billion. ResCap's reportedconsolidated tangible net worth as of Sept. 30, 2007, was $6.2 billion.

The purchase of the notes in this tender offer at a discount and theretirement of the notes will increase ResCap's income in the fourth quarter of2007 and its consolidated tangible net worth as of the end of the year abovethe levels that would have occurred in the absence of acquiring notes pursuantto the tender offer.

Management of GMAC Financial Services (GMAC) currently intends to takesteps, to the extent necessary, to cause ResCap to be in compliance with allof the consolidated tangible net worth covenants contained in its creditfacilities as of Dec. 31, 2007, subject to approval of GMAC's board ofdirectors. Among the steps that GMAC's management intends to recommend is, tothe extent necessary, a capital contribution to ResCap. There can be noassurances, however, that GMAC's board will authorize such a capitalcontribution or any other actions, or that such a capital contribution willactually be made.

During this tender offer, GMAC may purchase ResCap notes in open markettransactions, other than those that are the subject of this tender offer.Thereafter, GMAC may contribute notes that it purchases to ResCap as part ofany capital contribution. Following the tender offer, GMAC also may purchaseResCap notes, including those that are the subject of this tender offer andare outstanding following this tender offer, in open market purchasetransactions or otherwise.

Strategic Initiatives

As previously reported, GMAC and ResCap continue to investigate strategicalternatives for a variety of reasons, including to improve ResCap's liquidityand to adjust its business in light of current domestic and internationalmarket conditions. These strategic alternatives include potential acquisitionsas well as dispositions, alliances, and joint ventures with a variety of thirdparties with respect to some or all of ResCap's businesses. GMAC and ResCapare in various stages of discussions with respect to certain of thesealternatives, including, in some cases, execution of confidentialityagreements, indications of interest and other exploratory activities such aspreliminary due diligence and conceptual discussions. Recently, GMAC andResCap also have engaged advisers to explore the sale of certain parts ofResCap's operations. There are currently no substantive binding contracts,agreements or understandings with respect to any particular transaction.Further, there can be no assurances that any of these strategic alternativeswill occur, or that even if they do, they will achieve their anticipatedbenefits.

One substantial transaction currently under consideration includes GMAC'srecent submission of a second-round non-binding indication of interest toacquire a large non-U.S. mortgage lending institution. If it were successfulin making such an acquisition, GMAC's current intention would be to integrateResCap's local mortgage business with the acquired institution. Otherinterested parties are actively pursuing the same acquisition and there can beno assurance that GMAC will be successful in consummating a transaction forall or part of such institution.

Certain On-Balance Sheet Assets

ResCap actively manages risks associated with its balance sheet. Asdisclosed in ResCap's Form 10-Q for the period ending Sept. 30, 2007, thebalance sheet includes the consolidation of certain securitization trusts thatprimarily include mortgage loans held for investment and relatedcollateralized borrowings. The investors in these securitization trusts haveno recourse to ResCap's other assets beyond the assets inside thesecuritization trusts. At Sept. 30, 2007, total assets, after allowance forloan losses, relating to on-balance sheet securitization trusts totaled $38.6billion while the related total liabilities of the on-balance sheetsecuritization trusts were $37.9 billion. If every mortgage loan underlyingthese on-balance sheet securitizations were deemed to be completelyuncollectable, ResCap would incur an economic loss of approximately $0.7billion (or 2 percent of the total assets after allowance for loan losses).In addition, ResCap's balance sheet includes unsecuritized mortgage loans inits held for investment portfolio. As of Sept. 30, 2007, this portfolio ofunsecuritized mortgage loans was $21.7 billion, prior to the allowance forloan losses, of which approximately $4.1 billion consisted of nonprimemortgage loans.

This release is for informational purposes only and is neither an offer topurchase nor a solicitation of an offer to sell the notes. The offer to buythe notes is only being made pursuant to the tender offer documents, includingthe Offer to Purchase and the related Letter of Transmittal that ResCap isdistributing to holders of notes. The tender offer is not being made toholders of notes in any jurisdiction in which the making or acceptance thereofwould not be in compliance with the securities, blue sky or other laws of suchjurisdiction. In any jurisdiction in which the securities laws or blue skylaws require the tender offer to be made by a licensed broker or dealer, thetender offer will be deemed to be made on behalf of ResCap by one or more ofthe dealer managers, or one or more registered brokers or dealers that arelicensed under the laws of such jurisdiction.

Residential Capital, LLC () is a leading realestate finance company, focused primarily on the residential real estatemarket in the United States, Canada, Europe, Latin America and Australia.ResCap's diversified businesses -- GMAC-RFC, GMAC Mortgage, ditech, andHomecomings Financial -- cover the spectrum of the U.S. residential financeindustry, from origination and servicing of mortgage loans through theirsecuritization in the secondary market. It also provides capital to otheroriginators of mortgage loans, residential real estate developers and resortand timeshare developers. Residential Capital, LLC is an indirect whollyowned subsidiary of GMAC Financial Services.