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September 16, 2009
Mr. Neil Rock, Esq.,Skadden, Arps, Slate, Meagher & Flom LLPFour Times Square New York, New York 10036-6522Dear Mr. Rock,KPMG LLP (“KPMG” or “we”) has completed its model and absorption review to assist Skadden,Arps, Slate, Meagher & Flom LLP (“Skadden Arps” or “Counsel”) representation of the EmpireState Development Corporation (“ESDC”), in the preparation and adoption of a modified GeneralProject Plan for the Atlantic Yards Land Use Improvement and Civic Project (the “Project”) as of August 31, 2009 (“the Analysis Date”). The developer of the Project is Forest City Ratner Companies and certain affiliates ("Forest City Ratner" or "FCRC"). We understand that the ESDCwill use our report for internal planning purposes. No other use is intended or implied.KPMG’s has performed a review of certain residential projections prepared by FCRC. Theestimates have been prepared according to the General Project Plan dated July 18, 2006 for theAtlantic Yards Project located in Brooklyn, New York. This market study has set forth the terms of our engagement.This report and appendices are for the internal use of Skadden Arps, and are not to be distributedexternally to third parties other than Skadden's client, ESDC, in whole or in part, without prior written consent from KPMG in each instance, or used for any other purpose. We disclaim anyresponsibility or liability for losses, damages, or costs incurred by anyone as a result of theunauthorized circulation, publication, reproduction, or use of our deliverables contrary to the provisions of the engagement letter. Distribution to third parties will be authorized by an approvedreader leader, in which users agree to the same terms of this agreement. All observations made inthis report are as of the Analysis Date. We disclaim any intention or obligation to update or revisethe observations whether as a result of new information, future events or otherwise. Shouldadditional documentation or other information become available which impacts upon theobservations reached in our deliverables, we reserve the right to amend our observations andsummary documents, accordingly.This report is not intended to be used, nor should be used, in connection with any tax matter. Itshould be noted further that the report is not intended or written by KPMG to be used, and cannot be used by a client or any other person or entity for the purpose of (i) avoiding penalties that may beimposed on any taxpayer or (ii) promoting, marketing, or recommending to any other party anymatters addressed therein.
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