1. Syndication Leasing Structures How Tax Credits Become Capital: When and How to Syndicate Panel USING HISTORIC TAX CREDITS IN NEW YORK June 24, 2009

2. The Rehabilitation Tax Credits Internal Revenue Code Section 47

3. Tax Credit Investor LLC Tax Credit, LLC (Property Owner) Tax Credit, LLC (Property Owner) Tax Credit Investor Single Entity Structure Tenants Rental Payments Construction/ Perm Lender Managing Member (Developer Affiliate) Managing Member (Developer Affiliate) Historic Tax Credit Equity 99.99% Credits, Profits & Losses and Cash Flow Loan Proceeds Debt Service Payments.01% Credits, Profits & Losses, Fees and Cash Flow Developer Equity Developer Dev. Fee

4. Tax Credit Investor LLC Master Tenant, LLC (Master Tenant) Master Tenant, LLC (Master Tenant) Landlord, LLC (Property Owner/Lessor) Landlord, LLC (Property Owner/Lessor) Master Lease/Credit Pass-Through Structure Sub-Tenants/ End Users Rental Payments Construction/ Perm Lender Managing Member (Developer Affiliate) Managing Member (Developer Affiliate) Historic Tax Credit Equity 99.99% Credits, Profits & Losses, and Cash Flow Loan Proceeds Debt Service Payments.01% Credits, Profits & Losses, Fees and Cash Flow Developer Equity >50% Profits & Losses, Fees and Cash Flow Pass-through of Historic Tax Credits & Share of Residual Lease Payment & Equity Investment <50% of Landlord Profits & Losses

5. Andrew Potts, Esq. 401 9 th Street, NW Suite 900 Washington, DC 20004 202.585.8337 202.585.8080 (Fax) apotts@nixonpeabody.com Thank You