DIRECT PAY LETTER OF CREDIT LOAN (DPLC) PROGRAM

1 DIRECT PAY LETTER OF CREDIT loan (DPLC) PROGRAM . Deepwater Advisors is able to offer this unique DPLC loan PROGRAM as advisor and broker, in conjunction with our well capitalized Preferred Lender bank syndication affiliation. The index for this financing PROGRAM is floating, 30-day LIBOR, with NO margin ( , a margin of 0, subject to an interest rate floor of ). The 30-day LIBOR, as of this writing less than , is one of the lowest market index rates. We believe this enables the lowest overall interest rate and lowest cost money available today in the world. The DPLC PROGRAM is a unique type of LETTER of CREDIT loan .

2 The primary vehicle leveraged and funded against is a DIRECT Pay LETTER of CREDIT (DPLC). No upfront out-of-pocket fees are charged, nor any early payoff fees ever imposed. PROGRAM OVERVIEW. The entity desiring to borrow funds obtains a DIRECT Pay LETTER of CREDIT (DPLC) (1) from a domestic ( ) bank or the office of an international bank. If the DPLC is obtained from an international bank that does not have an office in the , the DPLC must be confirmed by a bank. (Usually, the confirming bank already has a corresponding relationship or line with the international bank.) Initially, all that is needed is simply a LETTER of Intent (LOI) from the bank that is issuing the DPLC (or also the confirming bank, if applicable) to begin the loan syndication which generally will take 2 to 4 weeks to funding.

3 The DPLC will follow the LOI, prior to actual funding. Any one-time fees can normally be deducted from the loan proceeds. When obtaining a DPLC, the borrower's assets, securities, cash, real estate, etc., are generally used as collateral for the DPLC, by the issuing bank. Preferred banks have A- rated paper/letters of CREDIT . The proceeds from the loan can be used for any purpose, including: A. Refinance or pay off more expensive loans B. Municipal Funds C. Real Estate Acquisitions & Improvements D. Commercial Development/Construction E. Commercial CDs; arbitrage the low rate verses a CD rate of 3% - 4% on cash deals DEEPWATER ADVISORS, LLC.

4 Fax: 866-628-9510. Page 2 of 4. Essentially, the basis of value upon which the DPLC is issued is according to the borrower's issuing bank's judgment and acceptable collateral to support the DPLC. No call' or opinion on collateral is rendered by Deepwater Advisors or the Preferred Lender. DEBT SERVICE. Funds available [borrowed] through this PROGRAM can be re-paid on an interest-only basis and do not require amortization. Therefore, funds remain outstanding as long as the DPLC remains outstanding or continues to renew. Should the bank issuing the DPLC require amortization, the bank can, likewise, reduce the amount of the DPLC in future years.

5 This is among the possible mechanics negotiable with the issuing bank. Because of this interest-only feature, anyone (including the bank with a reserve collected from the proceeds) can service the interest payments, thus assuring the DPLC does not go into default. CLOSING. Closing of a transaction generally requires no longer than 30 days following receipt of the LOI (followed by the DPLC). The PROGRAM can proceed to set-up and contract, BEFORE the borrower actually takes down the bank instrument (DPLC) and incurs any fees that may be charged by the issuer. loan AMOUNTS. Funds are available up to the issuing bank's own ability to issue a dollar-maximum DPLC.

6 Generally, a minimum of $10 million must be borrowed to qualify. There is essentially no maximum. TYPICAL PROTOCOL EXAMPLE. 1. Borrower identifies an institution willing and prepared to issue them a DPLC. That institution's willingness and ability is demonstrated by producing an LOI for the instrument's issue -- after communication with Deepwater and our Preferred Lender. The borrower's bank provides the LOI to Deepwater and our Preferred Lender. Up until this point, there is no cost to the DEEPWATER ADVISORS, LLC. Fax: 866-628-9510. Page 3 of 4. borrower, unless the borrower's issuing bank charges a fee for the LOI.

7 2. The Preferred Lender will issue a LETTER to the borrower's bank, if requested - stating that all proceeds of the loan shall be deposited in the borrower's bank, into an account in borrower's name, once the bank issues the DPLC. 3. The Preferred Lender then begins the two to four week process of syndicating the funds while the bank begins the process of issuing the DPLC. The DPLC is structured such that the trustee bank is the beneficiary bank. Deepwater Advisors and our Preferred Lender will agree not to draw, or call', on the DPLC. unless: A. The interest only (30-day LIBOR or ) monthly payment is in default or, B.

8 The nominal annual renewal fee is not paid or, C. The DPLC is no longer renewed by the bank or borrower, at which time the principal funds due mustl be repaid to the Preferred Lender. However, the borrower may pay down the balance over time and eventually close out the loan - or refinance it with another take-out facility at any time - as there is no pre-payment penalty. 4. Once the DPLC is issued and the syndication is complete, our Preferred Lender will deposit the full amount of the DPLC, less any one-time fees, into the borrower's bank account at the institution that issued the DPLC -- unless otherwise directed by the DPLC issuer.

9 For example, if the DPLC is for $250 million and the origination/syndication fees total , the deposit is $250 million, less (2) or $242,500,000. However, the Preferred Lender is actually deducting the from the proceeds for the borrower, which eliminates these upfront costs to the borrower as out- of-pocket. The interest-only payment is based on the gross amount of $250 million. (There is usually a separate, up front fee payable to the borrower's issuing bank for underwriting & issuing the DPLC.). DEEPWATER ADVISORS, LLC. Fax: 866-628-9510. Page 4 of 4. How the fees are structured: The PROGRAM is structured such that the borrower will minimize paying any up front, out-of-pocket fees.

10 At the time of funding, the fees are deducted out of the gross deposit made by the Preferred Lender. The one-time origination fee is quoted and the one-time syndication fee is typically (depending on the trustee bank) of the total loan amount. 1. Origination Fee: approximately % (3), depending on the size and term of the deal. With the issuing bank's permission, the DPLC fee can be deducted from the proceeds to eliminate any up front cost for financing;. 2. Syndication Fee: Usually (depending on the trustee bank), can also be deducted from the proceeds;. 3. A variable cost of floating 30-day LIBOR interest only, based on the gross of the loan , paid monthly.