This PLACEMENT AGREEMENT, dated May 21, 1998 (this "Agreement"), by and among Charter Municipal
Mortgage Acceptance Company ("Charter"), Charter MAC Floater Certificate Trust I (the "Certificate Trust"),
Charter MAC Owner Trust I (the "Owner Trust") and Goldman, Sachs & Co., as placement agent (the
WHEREAS, the Certificate Trust, a Delaware Business Trust created and formed under the laws of the State of
Delaware pursuant to that certain Trust Agreement, (the "Certificate Trust Agreement") dated May 21, 1998,
among the Owner Trust, First Tennessee Bank National Association, as Tender Agent and Certificate Trust
Agent, and Wilmington Trust Company as the Certificate Trustee, expects to issue, pursuant to the Certificate
Trust Agreement, from time to time Charter MAC Low Floater Certificate Trust I Variable Rate Demand
Certificates of Beneficial Ownership (the "Certificates") in an initial aggregate principal amount of $58,000,000
and a total aggregate principal amount of not to exceed $150,000,000;
WHEREAS, pursuant to the terms and conditions hereof, the Certificate Trust desires to appoint the Placement
Agent to act as the exclusive agent in connection with the placement of the Certificates;
WHEREAS, pursuant to the terms and conditions hereof, the Placement Agent desires to accept such
appointment on the terms and conditions set forth herein;
NOW THEREFORE, for and in consideration of the premises herein made and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and subject to the conditions herein
set forth, the parties hereto, intending to be legally bound, agree as follows:
Section 1. Definitions.
Capitalized terms used and not defined in this Agreement shall have the meanings assigned to them in the
Certificate Trust Agreement.
Section 2. Appointment and Obligations of Placement Agent.
(a) On the basis of the representations, warranties and covenants herein contained, but