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wd, Mascoma
Bank

October 14, 2020

City of Nashua, New Hampshire
Tim Cummings
Delivered Via Email

Re: New Markets Tax Credit Investment Term Sheet for
Nashua Performing Arts Center (the “Term Sheet”)

This letter summarizes the principal terms and conditions for a federal new markets tax credit (“AMTC")
investment by Mascoma Bank, a benefit corporation organized and existing under the State of New
Hampshire, that will be used, together with certain debt financing to make a “qualified equity investment”
in MCD Subsidiary CDE 14, LLC, a New Hampshire limited liability company and a subsidiary allocatee
of Mascoma Community Development, LLC, a New Hampshire limited liability company. The
subsidiary allocatee is expected to use substantially all of the proceeds of the qualified equity investment
to make one or more loans that each constitute a “qualified low-income community investment”
(*QLICT”) that will provide financing for the adaptive re-use of existing improvements on that certain
property located at 201 Main Street in Nashua, New Hampshire (the “Property”) for use as a performing
arts center and multi-purpose community facility (the “Projecf"). The Project will subsequently be leased
to the City of Nashua, New Hampshire (“Project Sponsor”). This confidential term sheet: {l) is not
comprehensive and does not constitute a binding document or obligation with respect to any party, except
for (i) the obligations of the Project Sponsor and Borrower (as defined below) to pay the fees {including
legal fees), expenses and deposits set forth in the “Transaction Costs” and “Deposit” sections, (ii) the
obligations, requirements, terms and conditions set forth in the “Timing”, “Confidentiality” and
“Termination” sections; (2) does not constitute an offer to sell or purchase securities; (3) contains
estimated values only; and (4) is subject to negotiations between Investor, Allocatee, Borrower, Project
Sponsor and Fund Lender (each as defined above or below), and the approvals by each as required by
their respective internal processes.

The targeted closing date for the QLICI is December 15, 2020. Except as described above, this letter is
not a commitment and does not create any obligation on the part of any of the parties in this letter. No
such right or obligation shall arise until and unless definitive documents, satisfactory to all of the parties,
are fully executed. This letter is only a brief description of the principal terms of the suggested financing
as Currently anticipated by the parties, and is intended for discussion purposes only.

Parties: NMTC_Investor. Mascoma Bank will invest for 100% of the NMTCs
(“Investor”)
Investment Fund Name_& Ownership: NPAC Investment Fund, LLC
(Investment Fund"), which shall be 100% owned by Investor and managed
by Fund Manager (as defined below).
Investment Fund Manager: Mascoma Community Development, LLC (“Fund
Manager”)

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Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

Investment Fund Leverage Lender: A to-be-formed entity, which is anticipated
to be 201 Main Street Financing Corp. (“Fund Lender”). The Fund Lender's

board of directors shall have at least a forty percent 40% differentiation from
the board of directors of Borrower, with such other requirements or restrictions
with respect to board of directors of Fund Lender and/or Borrower to be agreed
upon after Investor counsel’s review of Fund Lender's and Borrower’s
organizational documentation.

CDE/All : Mascoma Community Development, LLC (“AfCD” or
“Allocatee”)

Subsidiary CDE: MCD Subsidiary CDE 14, LLC (“Sud-CDB”), which is
anticipated ta owned 99,99% by Investment Fund and 0.01% by MCD. MCD
will be the managing member of Sub-CDE.

Borrower: A to-be-formed entity, which is anticipated to be 201 Main Street
Reat Estate Corp., a Non-Profit Special Purpose Entity (“Borrower”).
Borrower must be a “qualified active jow-income community business
(“QALICB”) as defined by Section 45D of the Internal Revenue Code of 1986,
as amended (the “Code”’).

to Inv Investment F Su E: Lathrop GPM LLP
Counsel to Borrower and Fund Lender: Drummond Woodsum Law
Accountant: Baker Titly US, LLP

Definitions:

CDFI Fund: Community Development Financial Institutions Fund
NMTC: New Markets Tax Credit

QALICB: Qualified Active Low-Income Community Business
QEI: Qualified Equity Investment

QLICI: Qualified Low-Income Community Investment

NMTC Compliance Period: Seven years from the date of funding of the QEI
into Sub-CDE.

NMTC Allocation:

Up to $9,750,000 of NMTC allocation from MCD. Please note that MCD has
issued a separate commitment fetter to you committing to provide the
referenced allocation in conection with the Project.

Transaction
Diagram/Finaucing
Structure
Description:

See draft structure diagram attached as Exhibit A, which is the general structure

anticipated, but will need to be approved, by all parties to the transaction and

we counsels, This transaction assumes a total of $9,750,000 of allocation from
CD.

The NMTC transaction will employ a “leveraged structure” whereby
Investment Fund will (i) be capitalized with $2,889,900 in equity from Investor

based on pricing anticipated to equal $0.76 per_credit,' and (ii) borrow a

' The amounts are premised on the transaction closing during the fourth calendar quarter of 2020.

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leverage loan (the “Fund Loan”) from Fund Lender in the amount necessary to
permit the funding of the $9,750,000 QEI into Sub-CDE together with payment
of any fees by Investment Fund and establishment of any reserves identified in
the financial projections. Investor equity and the Fund Loan will both fully
fund on the transaction closing date.

Sub-CDE will use the $9,750,000 QEI it receives from Investment Fund to
make one or more loans to Borrower in the aggregate principal amount of
$9,555,000 and pay a sub-allocation fee to MCD in the amount of $195,000.

INVESTMENT FUND STRUCTURE

Investment Fand
Structure:

Investment Fund will be a single purpose limited liability company 100%
owned by Investor and managed by Fund Manager.

Investment Fund
Management:

Fund Manager will manage the day-to-day operations of Investment Fund,
including (but not limited to) receiving cash distributions from Sub-CDE and
payment of the obligations due to Fund Lender,

Investment Fund
Capitalization:

Investment Fund will receive equity and debt totaling approximately $9,998,750
fram the following sources:

Investor will contribute $2,889,900 in cash in exchange for a 100% LLC
membership interest (the “Fund Equity”) in Investment Fund. The amount of
the Fund Equity is computed based on a $9,750,000 NMTC allocation, tax
credits of 39% on the NMTC allocation, at a price of $0.76 per credit dollar.?

Fund Lender will make the Fund Loan to Investment Fund in an amount, that
when combined with the Fund Equity, is sufficient to fully fund the QEI, to pay
any Investment Fund fees, and to establish any reserves contemplated in the
final financial projections, which Fund Loan amount is anticipated to be
approximately $7,108,850.

Fund Equity:

The Fund Equity will be paid in at closing.

Return on Equity: Investor’s equity return is based on delivery of (1) 100% of
all NMTCs (expected to total $3,802,500); and (2) pass-through of 100% of
other tax benefits and costs derived from Investment Fund.

Fund Loan:

Pay-in Schedule: Funded in full at QLICI closing.

Fund Loan Term: At least 7 years, but currently expected to be at least thirty
(36) years.

Interest Rate: The interest rate shall be fixed for the entire term of the Fund

Loan, with a to-be-determined interest rate, subject to the commitment letter of
Fund Lender, ifany.

Amortization: Interest-only for the first seven years. Thereafter, the Fund Loan
will be amortized as determined by Fund Lender.

? The amounts in this paragraph are premised on the transaction closing during the fourth calendar quarter of 2020.

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Collatera]: Investment Fund’s membership interest in Sub-CDE shall be
pledged to Fund Lender. The Fund Loan will have no direct lien on the real
estate or improvements associated with the Project.

Guarantees: None.

Forbearance: During the NMTC Compliance Period, Fund Lender will agree to
refrain from (i) taking any Lien Enforcement Action, (ii) exercising any other
rights or remedies it may have under the documents evidencing or otherwise
executed in connection with the Fund Loan (collectively, the “Fund Loan
Documents”), including, without limitation, exercising any remedies granted
pursuant to its Fund Pledge Agreement, accelerating the Fund Loan, collecting
distributions, appointing (or seeking the appointment of) a receiver or
exercising any other rights (including any consent rights with respect to Sub-
CDE) or remedies thereunder, or (iii) joining with any other creditor in
commencing any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings with respect to Investment Fund, from the date of the
making of the Fund Loan until the termination of the NMTC Com pliance Period
(the “Forbearance Termination Date”). “Lien Enforcement Action” shalt
mean (i) any action to foreclose on, take possession of, sell or otherwise realize
Gjudicially or non-judicially) upon Investment Fund’s 99.99% membership
interest in Sub-CDE (the “CDE Membership Interest’), or any rights or
privileges attendant thereto (including, without limitation, by set-off), (ii) any
action to assert ownership rights with respect to the CDE Membership Interest,
or any rights or privileges attendant thereto, (iii) any action (judicially or non-
judicially) to dissolve or liquidate Investment Fund, and/or (iv) the
commencement of any legal proceedings to facilitate any of the actions
described in clauses (i), (ii) or (iii) of this sentence above.

After the NMTC Compliance Period, to the extent permitted under the Fund
Lean Documents, Fund Lender shall be free, in its sole and absolute discretion,
to accelerate the payment in full of all of Investment Fund’s obligations to it
under the Fund Loan Documents following an event of default thereunder and
to institute proceedings to enforce its rights and remedies under the Fund Loan
Documents and/or as provided by applicable law. All of Investment Fund’s
obligations and liabilities to Fund Lender under the Fund Loan Documents
(including, without limitation, Investment Fund's payment obligations) and any
documents, instruments or agreements pursuant to which Investment Fund may,
from time to time, grant to Fund Lender as collateral security for the Fund's
obligations to Fund Lender, shall survive the expiration of the NMTC
Compliance Period.

Fees and Expenses:

Investment Fund Annual Management Fee to Fund Manager: $5,000 per year
for a total of eight (8) years (including partial years), with the fee for the first
year sourced from the Fund Loan and the fee for subsequent years sourced from
QLIC] interest payments.

Upfront MCD Placement Fee at Closing: $146,250
Upfront BTCDA, LLC Placement Fee at Closing: $97,500
Exit Fees: None

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Nashua Performing Asts Center -- NMTC Term Sheet

October 14, 2020

Confidential

Reserves:

Subject to the terms of the final financial projections, a cash reserve may be
required at the Investment Fund level.

Distributions:

During the NMTC Compliance Period, cash received by Investment Fund from
Sub-CDE will be distributed and used as follows: (1) payment of permitted
administrative and operating expenses, including the annual management fee,
and (2) payment of interest on the Fund Loan.

Put/Call Agreement

At the end of the seven-year NMTC Compliance Period, Investor shall have the
right to put all of its membership interest in Investment Fund to an affiliate of
Borrower, Sponsor or Fund Lender (“Option Purchaser”) for $1,000. In the
event that Investor fails to exercise its put option, Option Purchaser will have an
option to purchase Investor’s membership interest in Investment Fund at fair
market value as determined by an appraisal made by a qualified appraiser
determined by the Option Purchaser.

Other Terms:

Fund Lender wifl not be entitled to collect, receive, or make any claim against
or with respect to any indemnity payments made to Investment Fund pursuant to
the provisions of Sub-CDE's operating agreement or any indemnification
agreement (collectively, “Indemnity Payments”) to satisfy any indebtedness or
other sums due, or that may become due, under or in connection with the Fund
Loan or the Fund Loan Documents, and (b) any and all such Indemnity
Payments, whenever made, shall be permitted to be distributed by Investment
Fund to its member as compensation for the loss or recapture of New Markets
Tax Credits for which such Indemnity Payments shall have been made. Fund
Lender will acknowledge and agree that it has not bargained for, and does not
intend to have, the right to collect or receive any Indemnity Payments, and Fund
Lender will expressly waive and release any and all rights to prohibit, set aside,
revoke, or seek the return of any such Indemnity Payments made to Investment
Fund and distributed to its member, whether pursuant to the Fund Loan
Documents or any bankruptcy, fraudulent transfer, insolvency, or other federal
or state laws providing any such rights.

SUB-CDE STRUCTURE

Sub-CDE
Ownership
Structure:

Sub-CDE will be a single-purpose limited liability company. Investment Fund
will own a 99.99% interest (the “Jnvestor Member”) and Allocatee will own a
0.01% interest and serve as the managing member (the “Managing Member"),

The Sub-CDE may elect to either be taxed as a partnership for federal income tax
Purposes of as a corporation for federal income tax purposes.

Sub-CDE
Management:

The Managing Member shall arrange for the management of operations,
compliance, loan disbursement and servicing, and asset management for Sub-
CDE.

Sab-CDE
Capitalization:

Sub-CDE shall receive a total of $9,750,975 from Investment Fund and Managing
Member. It is anticipated that $9,555,000 of these funds will be used to make the

QLICI Loans to Borrower as outlined below (assuming a fourth quarter 2020
closing):

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Nashua Performing Arts Center - NMTC Term Sheet

October 14, 2020

Confidential

Sources
Qualified Equity Investment $9,750,000
Managing Member Equity $975
Total $9,750,975

Uses
A Note
B Note

$7,108,850
$2,446,150

Sub-allocation fee to Allocatee $195,000
Sub-CDE retained cash $975
Total $9,750,975

QEI:

$9,750,000

Reserves:

None are currently required at the Sub-CDE level; however, the parties may
mutually agree to hold up to 5% of the QEI in a loan loss reserve at Sub-CDE.

Distributions:

Pursuant to the NMTC program, (i) if the Sub-CDE elects to be taxed as a
partnership, only an amount not to exceed the “operating income” of Sub-CDE
will be available for distribution to Investment Fund during the NMTC
Compliance Period and (ii) if the Sub-CDE elects to be taxed as a corporation,
the Sub-CDE will only be able to make distributions to the extent that such
distributions are treated as dividends for federal income tax purposes.

CDE Upfront and
Ongoing Fees &
Expenses:

Up-front Sub-Allocation Fee to MCD at Closing: $195,000

Annual CDE Asset Management Fees to MCD: $34,125 annually for the term of
the QLICI Loans, pro-rated for partial years.

Annual CDE Audit, Compliance AUP and Tax Preparation Fee to MCD:
$13,429 annually for the term of the QLIC] Loans, pro-rated for partial years.

Annual miscellaneous fee of $1,000 per year, pro-rated for partial years, totaling
$7,000 over the Compliance Period, which shall then be paid by Sub-CDE to
MCD.

Exit Fee: None

Sub-CDE
Reporting:

Sub-CDE will be responsible for collecting the reports and information to be
provided by Borrower, and furnishing the same to the Investor Member. Sub-
CDE will also be responsible for providing financial and tax reporting, as well as
copies of all reports and information provided to the CDFI Fund and the Investor
Member. The specific reporting requirements of Sub-CDE to the Investor
Member shall be negotiated and agreed upon by such parties.

Sub-CDE
Relnveatment
Reqaircments:

In any ard ali instances when less than 85% of the QEI remains as a QLICI as
defined in Section 45D of the Code, the Managing Member shall cause Sub-CDE
to reinvest proceeds in one or more replacement QLICIs (collectively, a
“Replacement QLICF’) in a cumulative amount nocessary to ensure that at least
98% of the QEI remains invested in one or more QLICIs. The specific terms

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regarding the determination of a Replacement QLICI shall be negotiated and

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Nashua Performing Arts Center — NMTC Term Sheet Confidential
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mutually agreed upon by the Managing Member and the Investor Member. |

QALICR
QALICB/Borrower | The Project consists of the acquisition, renovation and development of existing
Description: improvements located at 201 Main Street in the City of Nashua, New

Hampshire. The improvements at the Project shall be owned by Borrower and
shall be leased to Project Sponsor for use as a performing arts center and multi-
purpose community facility. It is anticipated that the Project Sponsor shall enter
into an operating agreement or sublease with a performing arts operator (the
“Project Operator”).

The total cost for the Project, including, without limitation, soft costs, reserves
and contingency, is estimated to be approximately $24,924,430.

QALICB Status: The business operations of Borrower will constitute a QALICB for purposes of
the NMTC program. Borrower is reasonably expected to maintain its QALICB
status, based on the Basic Conditions to the QLICI Loan Documentation
(outlined below), among other requirements, as prescribed under Section 45D of
the Code,

The covenants of the QLICE Loan Documentation will require Borrower to
retain eligibility as a QALICB for so tong as any QLICI remains unpaid. Loss
of QALICB status shall constitute an event of default and a due on demand
clause shall be enforced, whereby any recovered proceeds shall be redeployed,
subject to the provisions described under the Sub-CDE operating agreement.

QLICI Notes & The following notes and terms are anticipated for the QLICIs (collectively, the
Terms: “QLICI Loans”) to be made by Sub-CDE to Borrower:

Amount: Aggregate principal amount of $9,555,000.

Use of Funds: Generally for the development, rehabilitation and reuse of the
improvements at the Property; provided, that the use of the proceeds of the
QLICI Loans is subject in all events to the NMTC program requirements,
including without limitation, MCD’s NMTC allocation agreement. The QLICIE
Loans are to be term loans in nature and not structured as revolving working
capital lines of credit.

Maturity: Both Note A and Note B are expected to have a term of at least thirty
(30) years.

Interest Rate: The interest rate on the OLICI Loans will be blended based upon
the interest rate on the Fund Loan and management and other fees paid through
interest; however, each QLICI must either: (2) have an interest rate that is at
least 50 percent below market; or (2) otherwise satisfies at least five indicia of
flexible or non-traditional rates and terms, as outlined in Allocatee's NMTC
allocation application. For purposes of this measurement, any QLICI that is
subordinate to another secured creditor shall be compared to the market rate of
subordinated debt.

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Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

Amortization: The QLICI Loans will be interest-only for at least seven (7)
years following the closing date. Thereafter, the loans will amortize on to-be-

agreed upon terms.

Coltateral: First priority lien on the real estato and any personal property of
Borrower with such additional collateral to be determined, in part based upon
requirements of Investor’s tax counsel and the completion of Investor's
underwriting of the transaction after review of the final transaction structure and
due diligence. Sub-CDE, Borrower and Sponsor (as tenant under the Lease)
will enter into a Subordination, Non-Disturbance, and Attornment Agreement
on commercially reasonable terms.

Loan Guarantees:
In addition to the guaranty to be provided by Project Sponsor set forth in the
section entitled “QALICB Indemnifications”, Project Sponsor shall also be
required to provide (i) a construction completion and payment guaranty and (ii)
an environmental indemnification.

Fund Lender shall also be required to provide (i) a construction completion and
payment guaranty and (ii) an environmental indemnification. With respect to
Fund Lender’s payment guaranty only, such payment guaranty may be limited
to QLICI Loan interest payments needed to source payment of fees and
expenses at the Sub-CDE level if such limitation is determined to be necessary
by Investor’s tax counsel.

For purposes of clarification, the construction completion guaranty shall
include, without limitation, a guarantee (i) that the Project wil] be completed in
accordance with the approved General Contractor's Contract in a lien free
manner on or before a date to be agreed upon by the parties (which date shall
not be more than twelve (12) months after closing of the QLICI Loan unless
otherwise agreed to by Investor and MCD in their sole and absolute discretion),
and (ii) to pay any “Deficiency” needed to complete the Project. For purposes
of this letter, “Deficiency” shall mean the amount that the uses to complete the
Project as set forth in the budget approved by Investor and MCD exceed the
committed sources for the Project (as determined by investor and MCD) at any
time until completion of the Project.

QALICB Level
Ongoing Fees &
Expenses:

an Structuring, Modeling and Closing Fee to Baker Tilly Capital, LLC:
7,500.

Annual Loan Servicing Fee to The Valued Advisor Fund, LLC: $24,375
annually for the term of the QLICY Loans, pro-rated for partial years.

Exit Fee: None

QALICB Counsel
Legal Opinions:

Typical federal income tax opinions, at a “should” level of assurance, will be
required from QALICB counsel, including, without limitation, the following
opinions:

(a) that Borrower should constitute a QALICB;

(b) that the QLICI Loans should each constitute a QLICI;

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(c) that the lease should constitute a true lease for federal income tax

purposes; ;

(d) that cach of the QLICI Loans and Fund Loan should constitute true debt
for federal income tax purposes;

(¢) an economic substance opinion; and

(f) such other appropriate opinions as requested by Investor and CDE after
review of the structure and underlying transaction documentation.

Additionally, appropriate state law opinions regarding existence and
authorization of various transaction parties, and enforceability of transaction
documents, will be required.

Financial
Projections:

Baker Tilly US, LLP shall be engaged to provide financial projections,
including ongoing financial statements of Borrower, schedules of the QLICI
Loans, and the activity of Sub-CDE and Investment Fund.

Underwriting and

Disbursement

B and Un iting: Investor is responsible for undertaking
its own underwriting review, including seeking all necessary internal approvals,
in connection with Borrower and the Project. Investor will advise Allocatee of
any required guarantors of the QLICI Loans (whether payment or performance).

Balanced Sources and Uses: As a condition of closing, Borrower shall provide
evidence satisfactory to Investor and MCD that (i) Borrower bas obtained

committed sources sufficient to pay all uses necessary to complete the Project
and (ii) Borrower bas sufficient equity or other committed sources to stabilize
the Project. All equity sources and parties (and agreements evidencing
commitments to provide equity) must be approved by Investor and MCD,

Disbursement Process: To the extent the QLICI Loans are not fully funded at
closing, Investor, Allocates and Sub-CDE shall agree on conditions required of
Borrower for disbursement of funds held in escrow at closing, which may
include the following terms/conditions: Guaranteed Maximum Price Contract;
Payment & Performance Bond; Disbursing Agent; Third-Party Construction
Inspector; Construction Draw approval process.

OTHER TERMS AND CONDITIONS

Transaction Costs:

Borrower and/or Project Sponsor shall be responsible for the payment of ail of
Investor’s cosis and expenses associated in connection with the transaction,
including, without limitation, Investor’s organizational and administrative costs
and expenses in connection with the formation of the Investment Fund.

Borrower and Project Sponsor each acknowledges and agrees that Allocates and
investor may enter into a prefunded QEI with respect to all or a portion of the
proposed allocation for the transaction whereby the QEI is made to Sub-CDE in
advance of tha date the QLICI Loans are anticipated to be funded (the
“Prefunded QEI") and that any cost and expenses incurred by Allocatee and
Investor in connection with the Prefunded QE! shall be included as transaction
costs for which Borrower and Project Sponsor are responsible,

Deposit:

Upon execution of this term sheet, Project Sponsor and/or Borrower shall pay a
non-refundable it_in the amount of $50,000 to Investor (the “Initial

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Nashua Performing Arts Center ~ NMTC Term Sheet Confidential

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Deposit”) to be credited to the Project at closing.

Upon Investar’s counsel's legal fees reaching or exceeding 75% of the Initial
Deposit, Project Sponsor and/or Borrower shall be required to pay an additional
non-refundable deposit in the amount of $50,000 to Investor (the “Additional
Deposit’) to be credited to the Project at closing,

It should be noted that if the transaction does not close, Investor will use the
deposits received, including the Initial Deposit and any Additional Deposit, to
cover its legal costs and other fees and expenses incurred in connection with the
transaction, but Borrower and/or Project Sponsor are obligated to reimburse
Investor for transaction costs, fees and expenses actually incurred exceeding the
Initial Deposit and any Additional Deposit.

The Initial Deposit (and the Additional Deposit if applicable) shall be made via a
Mascoma Bank account offset or a wire transfer to the following account:

Beneficiary: Mascoma Bank
Bank: Mascoma Bank
243 Sykes Mountain Ave
White River Jet, VT
ABA# 211770213
Account# 89-202010
Ref: NPAC-Investor
Atin: Katie Washburn

If the Initial Deposit is not received within five (5) Business Days of the
execution of this letter, Investor, in its sole discretion, may suspend all work, and
direct its counsel and agents to suspend all work, tegarding the transaction until
the Initial Deposit is received.

While this document serves to describe some of the business terms of a potential
New Markets Tax Credit transaction with the Investor and does not constitute a
binding document except as cxpressly set forth in the first paragraph of this
Letter, the proposed Borrower should remain aware that timing is of the essence
and Investor will suffer economic damages should the transaction not timely
close.

This letter will expire if the parties have not closed the transaction by December
15, 2020.

Confidentiality:

Subject to the provisions and requirements of New Hampshire R.S.A. Chapter
91-A, (i) Investor, Project Sponsor and Borrower agree to treat the tenms of this
letter as confidential and shall not share the terms with any other party without
the express written consent of the other parties, except the letter may be shared
with each party’s counsel and tax advisor and (ii) all information and materiats
received by Investor, Project Sponsor and Borrower are to be kept confidential,
and each party will negotiate in good faith to close the transaction.

Notwithstanding the foregoing, the parties hereto shall be permitted to disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
Structure (as defined in Treasury Regulation Section 1.601 1-4(c)) of the

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transaction contemplated by this letter and all materials of any kind (including

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