Exhibit 10.11
October 23,
2006
GMAC Mortgage
Group, Inc.
200 Renaissance Center
P.O. Box 200
Detroit, Michigan 48265-2000
Attention: Corporate Secretary
Telecopy: (313) 665-6308
GMACCH Investor LLC
c/o Kohlberg, Kravis & Roberts & Co. L.P.
9 West 57 th Street
New York, New York 10019
Attention: Scott C. Nuttall
Telecopy: (212) 750-0003
GMACCH Investor LLC
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004
Attention: Stuart Katz
Telecopy: (212) 357-5505
GMACCH Investor LLC
c/o Five Mile Capital Partners LLC
Four Stamford Plaza, Suite 400
Stamford, Connecticut 06902
Attention: Konrad Kruger
Telecopy: (203) 905-0954
Re:
Stockholders Agreement dated as of March 23, 2006 (the “
Agreement ”), by and among GMAC Mortgage
Group, Inc. (“ Seller ”), GMAC Commercial
Holding Corp. (the “ Company ”) and GMACCH
Investor LLC (“ Investor ”)
Ladies and
Gentlemen:
Reference is
made to the Agreement, as defined above. Terms used herein and not
otherwise defined herein have the meanings set forth in the
Agreement.
The parties
hereby agree that, subject to the terms hereof, a supermajority
vote (which majority includes the affirmative vote or written
consent of all of the shares of Common Stock held by Seller or its
assignee of Seller’s right to designate directors pursuant to
Section 2.1(b) of the Agreement) shall not be required
under Section 2.2(a)(iv) of the Agreement with respect to
a repurchase, exchange or redemption (each such repurchase,
exchange or redemption not otherwise excepted from the
supermajority vote requirements by subparts (i)-(iii) of
2.2(a)(iv), a “ Company Transaction ”) by the
Company or any Subsidiary of the Company of any common stock of the
Company from an employee, officer, non-employee member of the Board
of Directors, consultant or other person having a service
relationship with the Company or one of its Subsidiaries (each, a
“ Counterparty ”) in connection with satisfying
any of its obligations
1
