IXIS Capital Markets North America Inc.
9 West 57th Street
New York, New York 10019
June 28, 2006
HOLDINGS FEE LETTER
Centerbrook Holdings LLC
625 Madison Avenue
New York, New York 10022
Ladies and Gentlemen:
Reference is made to the Limited Liability Company Agreement of Centerbrook Financial LLC ("Centerbrook")
dated the date hereof (as amended, supplement or otherwise modified from time to time, the "OPERATING
AGREEMENT"), with respect to which Centerbrook Holdings LLC ("HOLDINGS") is the sole member.
Capitalized terms used but not defined herein are used with the meanings assigned to them in the Operating
As consideration for the services provided by IXIS Capital Markets North America Inc. and its subsidiaries
("IXIS") in connection with the structuring of Holdings and Centerbrook, Holdings hereby agrees to pay to IXIS
a fee, which shall accrue at a rate per annum commencing on the date hereof, equal to (x) 0.25% MULTIPLIED
BY (y) the sum of (a) the daily notional amount of the CDS with respect to which the Underlying Portfolio Assets
are Tax Credit Investments PLUS (b) the daily notional amount of all other CDS, which fee shall be payable
quarterly in arrears; PROVIDED that (i) for each day after the third anniversary of this Fee Letter the foregoing
percentage shall be 0.50%, (ii) subject to the immediately following clause (iii), the aggregate amount of fees
payable hereunder by Holdings to IXIS shall not exceed $7,000,000 and (iii) unless Centerbrook shall have
received either a counterparty rating of "AAA" from S&P or a counterparty rating of "Aaa" from Moody's, all
fees payable hereunder by Holdings to IXIS in excess of $5,000,000 shall be deferred until the time either such
counterparty ratings are received by Centerbrook.
You agree that, once paid, the fees or any part thereof payable hereunder shall not be refundable under any
circumstances. All fees payable hereunder shall be paid in immediately available funds.