HTC Deal StructuresStep by Step IPED HTC Developers Conference February 8, 2008 Mark Einstein

Reznick Group Building Business Value 1 Engage historic consultant & submit Parts I & II Develop equity package for HTC investor Negotiate Letter of Intent with investor Prepare documents Close equity deal Process to Close HTC Deal Deal should close within 75 – 90 days of receiving Part II approval, depending on deal complexity and negotiation timing

HTC Lease Pass-Through HTC Deal StructuresStep by Step

Reznick Group Building Business Value 3 For $10MM in tax credits $1.15 equity per credit $ 2.5% preferred return on tax credit equity 15% put five years after placed in service Pricing in This Example Actual pricing will vary depending on… Deal size and complexity Market conditions Needs of developer Speed Equity up front versus over time Developer reputation and credit risk Investor experience

Reznick Group Building Business Value 4 Projec t Project InceptionA New Project Managing Member Developer Member 0.01% 99.99%

Reznick Group Building Business Value 5 Projec t Adding Debt Capital Managing Member Developer Member Mortgage Loan Lender

Reznick Group Building Business Value 6 Project ClosingStep 1, Create Master Tenant Managing Member Developer Member 0.01% 99.99% Master Tenant Tax Credit Investor

Reznick Group Building Business Value 7 Projec t ClosingStep 2, MT Invests in Project Managing Member Developer Member 79.99% * 20% Master Tenant Tax Credit Investor * Ownership split of Project between Developer and Master Tenant may vary

Reznick Group Building Business Value 8 Projec t Before Placed in Service Managing Member Developer Member Master Tenant Tax Credit Investor Long-term Lease of Building (typically 32 years)

Reznick Group Building Business Value 9 Projec t Placed in Service Managing Member Developer Member Master Tenant Tax Credit Investor $10 MM Tax Credit

Reznick Group Building Business Value 10 Project Tax Credit Distribution Managing Member Developer Member Master Tenant Tax Credit Investor $10 MM Tax Credit

Reznick Group Building Business Value 11 Master Tenant Tax Credit Investor Project OperationsStep 1, MT Operates Building Managing Member Space Tenant Rent Developer Member

Reznick Group Building Business Value 12 Master Tenant Tax Credit Investor Projec t OperationsStep 2, MT Pays Lease Managing Member Space Tenant Rent Developer Member Lease Payment Note: Lease Payment generally NOI less preferred return

Reznick Group Building Business Value 13 Master Tenant Tax Credit Investor Projec t OperationsStep 3, Debt Service Managing Member Space Tenant Rent Developer Member Lender Debt Service Lease Payment

Reznick Group Building Business Value 14 Master Tenant Tax Credit Investor Projec t OperationsStep 4, Project Distribution Managing Member Space Tenant 20% Profits & Losses + Special Allocations 80% Profits & Losses Less Special Allocations Developer Member Rent Lease Payment

Reznick Group Building Business Value 15 Master Tenant Tax Credit Investor Project OperationsStep 5, MT Distribution Managing Member Space Tenant Developer Member 20% Profits & Losses + Special Allocations 80% Profits & Losses Less Special Allocations Rent Preferred Return + 20% Project Profits & Losses + Special Allocations Note: Preferred Return to Investor taken from difference between Rent and Lease Payments Lease Payment

Reznick Group Building Business Value 16 Master Tenant Tax Credit Investor Project Exercise of PutSixth Year After Placed In Service Date Managing Member Space Tenant Developer Member 20% Profits & Losses + Special Allocations 80% Profits & Losses Less Special Allocations Rent $1.7 MM Interest in MT Lease Payment

Reznick Group Building Business Value 17 Master Tenant Project After Exercise of Put Managing Member Space Tenant Developer Member 20% Profits & Losses + Special Allocations 80% Profits & Losses Less Special Allocations Rent Preferred Return + 20% Project Profits & Losses + Special Allocations Lease Payment

HTC Sandwich Lease HTC Deal StructuresStep by Step

Reznick Group Building Business Value 19 Rent Less Sub- lease Payment Master Tenant Tax Credit Investor Project OperationsNew Step, MT II Distribution Managing Member Master Tenant II Space Tenant Rent Sub-lease Payment Lease Payment $10 MM Tax Credits + 20% Profits & Losses + Special Allocations 80% Profits & Losses; Less Special Allocations Note: Master Tenant sandwiched between Project & MT II; upside rents trapped at MT II Developer Member Developer Entity

Reznick Group Building Business Value 20

Reznick Group Building Business Value 21 Golden Belt- May 2007

Reznick Group Building Business Value 22 Golden Belt- December 2007

Reznick Group Building Business Value 23 Golden Belt- July 2008

Reznick Group Building Business Value 24 Golden Belt- July 2008

Reznick Group Building Business Value 25 Golden Belt- What it Takes