Preferred Equity Freeze Entity: Transfer Tax Aspects November 14, 2007 This summary reviews certain U.S. federal transfer tax aspects of a freeze structure under current law, but keep in mind that tax law can always change (sometime with retroactive effect) such that different rules may apply. This summary is based on the sample Agreement of Trust ("Sample Freeze Agreement") for a Delaware Statutory Trust ("Freeze Entity") that reflects the basic principles of a freeze structure. Unless otherwise defined in this summary, all capitalized terms shall have the meaning ascribed to them in the Sample Freeze Agreement. This summary is not intended to address all U.S. federal transfer tax considerations that may be relevant to an investment in a Freeze Entity, nor is it intended to serve as a private placement memorandum. In addition, the discussion below does not address state or local tax considerations. The following discussion also does not address tax considerations that may be relevant under the laws of jurisdictions other than the United States. IN VIEW OF THE SUMMARY NATURE OF THIS DISCUSSION, EACH PERSON IS URGED TO CONSULT HIS, HER OR ITS OWN TAX ADVISOR REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH PERSON OF AN INVESTMENT IN A FREEZE ENTITY. Overview The proposed Freeze Entity contains a "freeze" feature that allows an investor to contribute assets to the Freeze Entity in exchange for preferred equity interests that expose the contributor to less economic risk, but limit the contributor's participation in the future income and appreciation of the Freeze Entity assets. The "freeze" label is misleading because the value of the contributed assets is not frozen, but rather the contributor's share in the growth of that value is capped at the fixed rate of return on the Preferred Units. Preferred equity freezes are attractive to senior generations who want to retain a substantial economic interest in the contributed assets, but want to tran