The New SBA 504 First Mortgage Loan Pooling Program (FMLP)

As part of the American Recovery and Reinvestment Act (a.k.a. the Stimulus Bill), the SBA in October 2009 temporarily established a secondary market for 504 first liens. SBA calls it the First Mortgage Pooling program (FMP). SBA eligibility is determined based on the SBA debenture funding dates. First mortgages where the debenture funded on or after February 2009 and prior to February 2011 are eligible for the program. A first mortgage funded in 2008 (or earlier) could still be eligible to be sold, as long as the corresponding debenture funded between Feb. 2009 and Feb. 2011. With passage of the Small Business Jobs Act, the program was extended through September 2012. There are three participants for any individual loan: A. The Seller, a 504 first mortgage lender who holds 15% of each loan. B. The Pool Originator who purchases 85% of each loan from the Seller and holds 5% of each loan pool for the life of that pool. C. The Investor who purchases 80% of each loan pool from the Pool Originator. SBA provides for a guarantee on 504 pools for the benefit of the investor. The guarantee does not apply to the underlying lender, the Pool Originator, or individual loans. CH Capital Partners, LLC has partnered with major U.S. investment banks to purchase 85% participation interests in individual 504 first mortgages through the following process: 1. CH Capital will provide a price indication for an individual loan or a group of loans the Seller wants to sell based on a Ch Capital provided loan tape or individual loan price indication worksheet. 2. If the price indication meets the Sellers approval, CH Capital will ask the Seller to provide their credit memorandum, commitment letter or worksheet indicating borrowing structure, guarantors, affiliates, etc. 3. Based on the borrowing structure, the Seller will be e-mailed a link by which to upload the loan package. 4. CH Capital will underwrite the loan for approval. 5. If approved, a Commitment Letter will be issued to the Seller.

Benefits of selling an 85% participation interest in your Banks loans through CH Capital.

Capital Relief

By selling 85% of each average first mortgage, the first-mortgage lender is funding only 7.5% of each real estate transaction (15% of an average 50% first mortgage).

Regulator Relief

Many banks are being told by their regulator to reduce the concentration of CRE loans. Since you only needs to hold 15% of the first mortgage on your books, your bank will both avoid and reduce CRE loan concentrations and satisfy your regulators.

The Sellers Loan Interest is 15% of each 504 first mortgage. Any losses are shared pro rata with the Pool Originator and the Investor. Here is a typical transaction that highlights the protection provided to the Seller: Purchase Price: Credit Quality First Mortgage: SBA Debenture: $1,000,000 $ 500,000 $ 400,000

Liquidation Scenario 40% Decline In Value 60% Decline In Value

First Mortgage Shortfall $0 $100,000

Sellers Share Of Loss $0 $15,000

The first mortgage lender will realize premium income on the Gross Loan Interest (GLI) (85%) of the first mortgage. An example of a transaction is shown below: Premium Income Loan Amount GLI (85%) Sample Par Rate Sample Markup Effective Rate Premium Percentage & Income 4% - $34,000

$1,000,000

$850,000

5.75%

1.00%

6.75%

Servicing Income & Gross Yield

In addition to premium income, the Seller will earn at least .50% servicing income on the Gross Loan Interest sold as required by SBA. Its probable that if pricing exceeds the premium max noted above, servicing income will increase dollar for dollar. Using the example in the Premium section, if the selling first mortgage lender were able to charge a rate of 7.00%, the servicing spread would increase to .75%. The table below compares the benefits and effects of the 6.75% rate with .50% in servicing. Servicing Percentage .50% .75% Servicing Dollars $4,250 $6,375 Additional Yield 2.83% 4.25% All In Yield 9.58% 11.25%

Relationship Building

Historically, the secondary market for 504 first mortgages required the Seller to sell the entire loan to a secondary lender. This impeded a banks ability to build stronger relationships with the borrower. This new SBA program will allow the selling bank to retain a loan interest and all servicing rights. The sale of the majority of the loan is transparent to the borrower.

More Loan Sales Opportunities

Unlike existing secondary lender buyers, CH Capitals Pool Originator will accept virtually all property types including multi-purpose, hospitality, restaurant, properties with excess land, and other special purpose properties. In addition, the approval guidelines will be much more flexible and can include applicants with projected income, less management experience, or some derogatory credit history. Unlike the existing secondary market where one price fits all, the new secondary market will provide a price for a wide range of property types and qualifications. This equals many more selling opportunities for 504 first mortgage lenders.

Flexible Terms

Any rate structure is acceptable, but a rate sheet will regularly be published for 90 day Adjustable, 5 year fixed, 7 year fixed, 10 year fixed and 25 year fixed.

Loan pool guidelines

A loan pool is defined as 2 or more loans Minimum first mortgage amount is $50,000 Loan must be current for 6 months or since time of funding ACH payment on 1st of every month PCLP approved Debentures must have the corresponding first mortgage reviewed by the PCLP center prior to pooling All loans in a pool must be either fixed for life or adjustable (any loan where interest rate resets during the term of the loan is considered adjustable) Loans must have similar indices (Prime, LIBOR, Treasury, etc.) SBA will guarantee 80% of each loan pool at time of loan pool sale to secondary market investors

Sale to Pool Originator Pricing Strategy Examples

1. Maximize Income/Yield Assume a 5-year fixed par rate of 5.68% Increase par rate by 0.75% for an effective rate of 6.43% Equals 3% in premium or $25,500 ($1M * 85% * 3%) .50% in servicing income paid on 85% sold portion of loan Approximate annual yield after loan sale: 9.25% (servicing income + interest income)

2. Competitive Pricing Assume a 7-year fixed par rate of 5.93% No increase in par rate, no premium income .50% paid in servicing on sold portion of loan The approximate annual yield is 8.75% on the portion held by the bank ($150,000)

Pool Originator vs. Self-Pool Originator

Dont choose one model exclusively over another Let transaction details dictate which option is better for the particular transaction(s) If realizing forecasted premium income is critical, selling to a Pool Originator is better option The lower the 504 lending volume, the more selling to a Pool Originator makes sense (e.g., less than 1 loan funded per month) If higher volume lender, becoming a Self-Pool Originator makes more sense

How CH Capital Can Help

CH Capital is uniquely prepared to help you through the FMP process, regardless of which option you choose CH Capital can offer both the 504 loan approval and sale of the loan through the FMP Any 504 loans processed through CH Capital will satisfy most of the package requirements for FMP sale. A complete loan package is basically the package the bank holds after funding the first mortgage.

Assistance Becoming a Self-Pool Originator

CH Capital intends on being a buyer of the guaranteed interest in each loan pool (80% of each loan pool) CH Capital will help structure loans up front to insure eligibility and maximum value CH Capital will provide take-out commitment at inception of loan process CH Capital will be as or more competitive than most broker dealers while still providing hands on assistance CH Capital will give you price indications for either option you decide which option is best for you

100% Loan Sale Program

On a case by case basis CH Capital can, if you desire, provide an options where you can less 100% of the 504 loan. Sale would be on a servicing released basis.

For more information or competitive bid, contact:

Sok Cordell Sr. Managing Director CH Capital Partners, LLC (503) 640-5200 sok@ch-capital.com Mark Pizzuti Sr. Managing Partners CH Capital Partners, LLC markp@ch-capital.com Alexz Adams General Counsel CH Capital Partners, LLC alexz@ch-capital.com John Kim Co-Counsel CH Capital Partners, LLC john@ch-capital.com Jim McConnell Sr. Managing Partners LLC CH Capital Partners, LLC jim@ch-capital.com

Troy Willis Partner CH Capital Partners, LLC Biren Sheth Business Partners of CH Capital