EXHIBIT 10.9
EXECUTION COPY
IXIS Capital Markets North America Inc.
0 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
June 28, 2006
HOLDINGS FEE LETTER
Centerbrook Holdings LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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 Agreement.
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 Xxxxx'x, 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.
It is understood and agreed that this Fee Letter shall not constitute
or give rise to any obligation to provide any financing. This Fee Letter may not
be amended or waived except by an instrument in writing signed by each of
Holdings and IXIS. This Fee Letter shall be governed by, and construed in
accordance with, the law of the State of New York. This Fee Letter may be
executed in any number of counterparts, each of which shall be an original, and
all of which, when taken together, shall constitute one agreement. Delivery of
an executed signature page of this Fee Letter by facsimile transmission shall be
effective as delivery of a manually executed counterpart hereof.
Please confirm that the foregoing is our mutual understanding by
signing and returning to us an executed counterpart of this Fee Letter.
Very truly yours,
IXIS CAPITAL MARKETS NORTH AMERICA INC.
By: /S/ X. XXXXXXX
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Name: X. Xxxxxxx
Title: Managing Director
By: /S/ XXXXXXXXXXX XXXXXX
----------------------
Name: Xxxxxxxxxxx Xxxxxx
Title: Managing Director
ACCEPTED AND AGREED:
CENTERBROOK HOLDINGS LLC
By: /S/ XXXXX XXXXXX
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Name: Xxxxx Xxxxxx
Title: President
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