How Credits Become Capital:  When and How to Syndicate June 5, 2008

Jo Ann ClippSenior Manager

410-783-6232

Reznick Group Building Business Value

THE DEAL Structure Equity Guarantees Cash Flow Profits & Losses Investor Exit Options

Reznick Group Building Business Value

Reznick Group Building Business Value

Reznick Group Building Business Value

EQUITY

•Pricing•Pay-in Schedule•Adjusters

Reznick Group Building Business Value

Reznick Group Building Business Value

GUARANTEES

Construction Completion Against Recapture or Disallowance of

Credit Operating Deficits Exit Obligations

Reznick Group Building Business Value

CASH FLOW

Preferred Return Asset Management Fee Tax Preference Profit Motive

Reznick Group Building Business Value

Reznick Group Building Business Value

PROFITS & LOSSES

Profits - Tax Credit Investor 99.99% Owner

Losses - Depreciable Basis Reduced by Amount of Credit

Reznick Group Building Business Value

INVESTOR EXIT OPTIONS Put

•Timing •Percentage of Capital•Investor’s Exit Tax

Call•Timing•Fair Market Value

Reznick Group Building Business Value