Date of report (Date of earliest event reported):
July 10, 2014
|
||
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
|
||
(Exact name of registrant as specified in its charter)
|
||
Delaware
|
000-24843
|
47-0810385
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
1004 Farnam Street, Suite 400, Omaha, Nebraska
|
68102
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
(402) 444-1630
|
||
(Registrant’s telephone number, including area code)
|
||
Not Applicable
|
||
(Former name or former address, if changed since last report)
|
¨
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Exhibit No.
|
Description
|
||
10.1
|
Sale, Contribution and Assignment Agreement dated July 10, 2014 between America First Multifamily Investors, L.P. and ATAX TEBS II, LLC.
|
||
10.2
|
Subordinate Bonds Custody Agreement dated July 10, 2014 by and among The Bank of New York Mellon Trust Company, N.A., the Federal Home Loan Mortgage Corporation, America First Multifamily Investors, L.P., and ATAX TEBS II, LLC.
|
||
10.3
|
Bond Exchange, Reimbursement, Pledge and Security Agreement dated July 1, 2014 between the Federal Home Loan Mortgage Corporation and ATAX TEBS II, LLC.
|
||
10.4
|
Series Certificate Agreement dated July 1, 2014 between the Federal Home Loan Mortgage Corporation, in its corporate capacity, and the Federal Home Loan Mortgage Corporation, in its capacity as administrator.
|
||
10.5
|
Limited Support Agreement dated July 1, 2014 between America First Multifamily Investors, L.P. and the Federal Home Loan Mortgage Corporation.
|
||
10.6
|
Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and Barclays Bank PLC.
|
||
10.7
|
Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and the Royal Bank of Canada.
|
||
10.8
|
Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and Sumitomo Mitsui Banking Corporation.
|
||
99.1
|
Press Release dated July 11, 2014.
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
|
||
Date: July 16, 2014
|
||
By:
|
/s/ Mark A. Hiatt | |
Printed Name: Mark A. Hiatt
|
||
Title: Chief Executive Officer
|
Exhibit No.
|
Description
|
|
10.1
|
Sale, Contribution and Assignment Agreement dated July 10, 2014 between America First Multifamily Investors, L.P. and ATAX TEBS II, LLC.
|
|
10.2
|
Subordinate Bonds Custody Agreement dated July 10, 2014 by and among The Bank of New York Mellon Trust Company, N.A., the Federal Home Loan Mortgage Corporation, America First Multifamily Investors, L.P., and ATAX TEBS II, LLC.
|
|
10.3
|
Bond Exchange, Reimbursement, Pledge and Security Agreement dated July 1, 2014 between the Federal Home Loan Mortgage Corporation and ATAX TEBS II, LLC.
|
|
10.4
|
Series Certificate Agreement dated July 1, 2014 between the Federal Home Loan Mortgage Corporation, in its corporate capacity, and the Federal Home Loan Mortgage Corporation, in its capacity as administrator.
|
|
10.5
|
Limited Support Agreement dated July 1, 2014 between America First Multifamily Investors, L.P. and the Federal Home Loan Mortgage Corporation.
|
|
10.6
|
Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and Barclays Bank PLC.
|
|
10.7
|
Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and the Royal Bank of Canada.
|
|
10.8
|
Rate Cap Agreement dated July 7, 2014 between ATAX TEBS II, LLC and Sumitomo Mitsui Banking Corporation.
|
|
99.1
|
Press Release dated July 11, 2014.
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
||||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO, a Delaware limited partnership
|
|||
Its:
|
General Partner
|
|||
By:
|
THE BURLINGTON CAPITAL GROUP LLC, a Delaware limited liability company
|
|||
Its:
|
General Partner
|
|||
By:
|
/s/ Mark A. Hiatt | |||
Mark Hiatt
|
||||
Chief Operating Officer
|
ATAX TEBS II, LLC, a Delaware limited liability company
|
||||
By:
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
Its:
|
Member
|
|||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO, a Delaware limited partnership
|
|||
Its:
|
General Partner
|
|||
By:
|
THE BURLINGTON CAPITAL GROUP LLC, a Delaware limited liability company
|
|||
Its:
|
General Partner
|
|||
By:
|
/s/ Mark A. Hiatt | |||
Mark Hiatt
|
||||
Chief Operating Officer
|
1.
|
Bexar County Housing Finance Corporation, Multifamily Housing Revenue Bonds (Huebner Oaks Apartments Project), Senior Series 2013A
|
2.
|
Bexar County Housing Finance Corporation, Multifamily Housing Revenue Bonds (Las Colinas Apartments Project), Senior Series 2013A
|
3.
|
Bexar County Housing Finance Corporation, Multifamily Housing Revenue Bonds (Perrin Crest Apartments Project
|
4.
|
Bexar County Housing Finance Corporation, Multifamily Housing Revenue Bonds (Dublin Apartments Project
|
5.
|
Bexar County Housing Finance Corporation, Multifamily Housing Revenue Bonds (Kingswood Apartments Project
|
6.
|
Bexar County Housing Finance Corporation, Multifamily Housing Revenue Bonds (Waterford Apartments Project)
|
7.
|
Texas Department of Housing and Community Affairs, Multifamily Housing Revenue Bond East Tex Pines Apartments) Series 2006
|
8.
|
The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee, Multifamily Housing Revenue Refunding Bonds (GMF-Arbors of Hickory Ridge Apartments Project) Series 2012
|
9.
|
Housing Authority of the City of Durham, Multifamily Housing Revenue Bonds (Greens of Pine Glen Project) Series 2012A
|
10.
|
California Statewide Communities Development Authority, Multifamily Housing Revenue Bonds (Harden Ranch Apartments Project) 2013 Series V-1
|
11.
|
California Statewide Communities Development Authority, Multifamily Housing Revenue Bonds (Tyler Park Townhomes Apartments Project) 2013 Series W-1
|
12.
|
California Statewide Communities Development Authority, Multifamily Housing Revenue Bonds (Westside Village Apartments Project) 2013 Series X-1
|
13.
|
Indiana Housing and Community Development Authority, Multifamily Housing Revenue Bonds, Series 2013A (Copper Gate Apartments Project)
|
14.
|
Public Finance Authority, Multifamily Housing Revenue Bonds (The Palms at Premier Park Apartments Project) Series 2013A
|
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Custodian
|
||
By:
|
/s/ Michael J. Alfano
|
|
Michael J. Alfano
Associate
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
, a Delaware limited partnership
|
||||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
|
|||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
|
/s/ Mark Hiatt | |||
Mark Hiatt
|
||||
Chief Operating Officer
|
ATAX TEBS II, LLC
, a Delaware limited liability company
|
||||
By:
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
|
|||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
|
/s/ Mark Hiatt | |||
Mark Hiatt
|
||||
Chief Operating Officer
|
Section 1.1
|
Definitions
|
2
|
Section 1.2
|
Interpretation
|
12
|
ARTICLE II
|
||
REPRESENTATIONS, COVENANTS, WARRANTIES AND CONDITIONS
|
||
Section 2.1
|
Representations and Warranties
|
12
|
Section 2.2
|
Other Representations and Warranties by the Sponsor and Representations and Warranties by Freddie Mac.
|
24
|
Section 2.3
|
Conditions
|
27
|
Section 2.4
|
Breach of Representations and Warranties
|
30
|
ARTICLE III
|
||
COVENANTS OF THE SPONSOR
|
||
Section 3.1
|
Freddie Mac Closing Fee and Closing Expenses; Other Closing Costs and Initial Deposits
|
31
|
Section 3.2
|
Reimbursement of Credit Advances
|
32
|
Section 3.3
|
Scheduled Payments and Deposits
|
32
|
Section 3.4
|
Reimbursement of Liquidity Advances
|
33
|
Section 3.5
|
Payment of Costs, Fees and Expenses
|
33
|
Section 3.6
|
Application and Timing of Payments
|
35
|
Section 3.7
|
[Reserved]
|
35
|
Section 3.8
|
Payment of Prepayment/Substitution Premium
|
35
|
Section 3.9
|
Substitution of Credit Enhancement or Liquidity Facility
|
36
|
Section 3.10
|
Additional Provisions Regarding Prepayment/Substitution Premium
|
36
|
Section 3.11
|
Remarketing Agent for the Class A Certificates
|
37
|
Section 3.12
|
Indemnification
|
37
|
Section 3.13
|
Freddie Mac Not Liable
|
38
|
Section 3.14
|
Pledged Class A Certificates
|
38
|
Section 3.15
|
Other Covenants of Sponsor
|
38
|
Section 3.16
|
Liability of the Sponsor
|
39
|
Section 3.17
|
Waivers and Consents
|
40
|
Section 3.18
|
Subrogation
|
41
|
Section 3.19
|
Substitution
|
41
|
Section 3.20
|
Freddie Mac Liquidity Pricing Term.
|
44
|
Section 3.21
|
Optional Series Pool Release Date.
|
45
|
Section 3.22
|
Rights of Sponsor Upon Freddie Mac Downgrade
|
45
|
Section 3.23
|
Release Event Upon Bond Event of Default
|
46
|
Section 3.24
|
Loans by Guarantor or Its Affiliates
|
46
|
Section 3.25
|
Credit Advances; Real Estate Taxes
|
46
|
Section 3.26
|
Substitution Upon Sale of Pre-Selected Mortgaged Property
|
47
|
ARTICLE IV
|
||
AGREEMENT TO EXCHANGE
|
||
Section 4.1
|
Exchange
|
47
|
Section 4.2
|
Mandatory Delivery; Ownership; Registration of Transfer
|
48
|
Section 4.3
|
Failure to Deliver
|
48
|
ARTICLE V
|
||
INTEREST RATE PROTECTION
|
||
Section 5.1
|
Hedge Requirement
|
48
|
Section 5.2
|
Hedge Agreement Terms
|
49
|
Section 5.3
|
Failure to Deliver Subsequent Hedge
|
51
|
Section 5.4
|
[Reserved]
|
52
|
Section 5.5
|
Pledge and Assignment of Security Interest in Hedge Collateral
|
52
|
Section 5.6
|
Obligations Remain Absolute
|
52
|
ARTICLE VI
|
||
UNIFORM COMMERCIAL CODE SECURITY AGREEMENT
|
||
ARTICLE VII
|
||
EVENTS OF DEFAULT; REMEDIES
|
||
Section 7.1
|
Events of Default
|
53
|
Section 7.2
|
Remedies; Waivers
|
55
|
Section 7.3
|
Rights with Respect to Defaults under Bond Mortgages; Bond Purchase Loan
|
56
|
Section 7.4
|
No Remedy Exclusive
|
58
|
ARTICLE VIII
|
||
PLEDGE, SECURITY AND CUSTODY OF PLEDGED SECURITY COLLATERAL
|
||
Section 8.1
|
Pledged Security Collateral
|
58
|
Section 8.2
|
Delivery of Pledged Security Collateral
|
58
|
Section 8.3
|
Amounts Received on Pledged Class A Certificates
|
59
|
Section 8.4
|
Amounts Received on Purchased Bonds
|
59
|
Section 8.5
|
Release of Purchased Bonds
|
60
|
Section 8.6
|
Release of Pledged Class A Certificates
|
60
|
Section 8.7
|
Loss to Pledged Security Collateral
|
60
|
Section 8.8
|
[Reserved]
|
60
|
Section 8.9
|
Ownership Restrictions
|
60
|
Section 8.10
|
Representations and Warranties of the Sponsor to the Pledge Custodian
|
60
|
Section 8.11
|
Custody Account
|
61
|
Section 8.12
|
Appointment and Powers of the Pledge Custodian
|
61
|
Section 8.13
|
Successor Pledge Custodian
|
62
|
Section 8.14
|
Qualifications of Pledge Custodian
|
63
|
Section 8.15
|
Application of Proceeds
|
63
|
Section 8.16
|
No Additional Waiver Implied by One Waiver
|
64
|
Section 8.17
|
Cooperation
|
64
|
Section 8.18
|
Termination
|
64
|
Section 8.19
|
Representations and Warranties of the Pledge Custodian
|
64
|
ARTICLE IX
|
||
MISCELLANEOUS
|
||
Section 9.1
|
Counterparts
|
65
|
Section 9.2
|
Amendments, Changes and Modifications
|
65
|
Section 9.3
|
Payment Procedure
|
65
|
Section 9.4
|
Payments on Business Days
|
65
|
Section 9.5
|
Governing Law; Severability
|
65
|
Section 9.6
|
Notices
|
66
|
Section 9.7
|
Further Assurances and Corrective Instruments
|
67
|
Section 9.8
|
Term of this Agreement
|
67
|
Section 9.9
|
Assignments; Transfers; Third-Parties Rights
|
67
|
Section 9.10
|
Headings
|
67
|
Section 9.11
|
Limitation on Personal Liability
|
67
|
Section 9.12
|
Consent of Freddie Mac
|
68
|
Section 9.13
|
Disclaimer; Acknowledgments
|
68
|
Section 9.14
|
Entire Agreement
|
68
|
Section 9.15
|
Survival of Representation and Warranties
|
69
|
Section 9.16
|
Waiver of Claims
|
69
|
Section 9.17
|
Waivers of Jury Trial
|
69
|
Schedule A:
|
Mortgaged Properties and Yield Maintenance Period
|
Schedule A-1:
|
Bonds
|
Schedule A-2:
|
Pre-Selected Bonds
|
Schedule B:
|
Qualifications to Representations and Warranties
|
Exhibit I:
|
Tax Credit Agency Letters Applicable to Mortgaged Properties
|
Exhibit II:
|
Prepayment Schedule
|
Exhibit III:
|
|
Base Rate Quote Request
|
|
Exhibit IV:
|
Liquidity Election Notice
|
|
A = the Treasury Constant Maturity rate with a maturity closest to, but shorter than, the expiration date of the Yield Maintenance Period
|
|
B = the Treasury Constant Maturity rate with a maturity closest to, but longer than, the expiration date of the Yield Maintenance Period
|
|
C = number of months to maturity for the Treasury Constant Maturity rate with a maturity closest to, but shorter than, the expiration date of the Yield Maintenance Period
|
|
D = number of months to maturity for the Treasury Constant Maturity rate with a maturity closest to, but longer than, the expiration date of the Yield Maintenance Period
E = number of months remaining in the Yield Maintenance Period
|
[
|
(
|
(B-A)
(D-C)
|
)
|
x
|
(E-C)
|
]
|
+
|
A
|
Mark Hiatt
|
||
1004 Farnam Street, Suite 400
|
||
Omaha, Nebraska 68102
|
||
Phone: 402.930.3085
|
||
Fax: 402.930.3047
|
||
with a copy to:
|
||
Kutak Rock LLP
|
||
1650 Farnam Street
|
||
Omaha, Nebraska 68102
|
||
Attention: Conal Hession
|
||
Facsimile: (402) 231-8806
|
||
Telephone: (402) 346-1148
|
FEDERAL HOME LOAN MORTGAGE
CORPORATION
|
||
By:
|
/s/ Clayton A. Davis
|
|
Clayton A. Davis
Senior
Director, Multifamily Production
|
ATAX TEBS II, LLC
, a Delaware limited liability company
|
||||
By:
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
|
|||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
|
/s/ Mark Hiatt
|
|||
Mark Hiatt
|
||||
Chief Operating Officer
|
Mortgaged Property, Location
|
Yield Maintenance End Date
|
Arbors of Hickory Ridge Apartments; Memphis, Tennessee
|
1/1/2029
|
Copper Gate Apartments; Lafayette, Indiana
|
12/1/2023
|
Dublin Apartments; San Antonio, Texas
|
8/1/2030
|
Greens of Pine Glen Apartments; Durham County, North Carolina
|
10/1/2022
|
Harden Ranch Apartments; Salinas, California
|
3/1/2027
|
Huebner Oaks Apartments; San Antonio, Texas
|
3/1/2030
|
Kingswood Apartments; San Antonio, Texas
|
8/1/2030
|
Las Colinas Apartments; San Antonio, Texas
|
3/1/2030
|
Perrin Crest Apartments; San Antonio, Texas
|
3/1/2030
|
The Palms at Premier Park Apartments; Columbia, South Carolina
|
2/1/2025
|
Tyler Park Townhomes Apartments; Greenfield, California
|
1/1/2027
|
Waterford Apartments; San Antonio, Texas
|
8/1/2030
|
Westside Village Apartments; Shafter, California
|
1/1/2027
|
2.
|
Copper Gate Apartments
|
3.
|
Dublin Apartments
|
4.
|
Greens of Pine Glen Apartments
|
5.
|
Harden Ranch Apartments
|
6.
|
Huebner Oaks Apartments
|
7.
|
Kingswood Apartments
|
8.
|
Las Colinas Apartments
|
9.
|
Perrin Crest Apartments
|
10.
|
The Palms at Premier Park Apartments
|
11.
|
Tyler Park Townhomes Apartments
|
12.
|
Waterford Apartments
|
13.
|
Westside Village Apartments
|
Mortgaged Property, Location
|
First Optional Redemption Date at Par
|
Arbors of Hickory Ridge Apartments; Memphis, Tennessee
|
1/1/2029
|
Copper Gate Apartments; Lafayette, Indiana
|
12/1/2023
|
Dublin Apartments; San Antonio, Texas
|
8/1/2030
|
Greens of Pine Glen Apartments; Durham County, North Carolina
|
10/1/2022
|
Harden Ranch Apartments; Salinas, California
|
3/1/2027
|
Huebner Oaks Apartments; San Antonio, Texas
|
3/1/2030
|
Kingswood Apartments; San Antonio, Texas
|
8/1/2030
|
Las Colinas Apartments; San Antonio, Texas
|
3/1/2030
|
Perrin Crest Apartments; San Antonio, Texas
|
3/1/2030
|
The Palms at Premier Park Apartments; Columbia, South Carolina
|
2/1/2025
|
Tyler Park Townhomes Apartments; Greenfield, California
|
1/1/2027
|
Waterford Apartments; San Antonio, Texas
|
8/1/2030
|
Westside Village Apartments; Shafter, California
|
1/1/2027
|
ATAX TEBS II, LLC
, a Delaware limited liability company, as Sponsor
|
|||
By:
|
|||
Name:
|
|||
Title:
|
ATAX TEBS II, LLC
, a Delaware limited liability company, as Sponsor
|
|||
By:
|
|||
Name:
|
|||
Title:
|
CUSIP Number
|
|||
Class A Certificates
|
31350ABK3
|
||
Class B Certificates
|
31350ABL1
|
FEDERAL HOME LOAN MORTGAGE CORPORATION
, in its corporate capacity
|
||
By:
|
/s/ Clayton A. Davis
|
|
Clayton A. Davis
|
||
Senior Director, Multifamily Production
|
||
FEDERAL HOME LOAN MORTGAGE CORPORATION
, as Administrator
|
||
By:
|
/s/ Clayton A. Davis
|
|
Clayton A. Davis
|
||
Senior Director, Multifamily Production
|
ATAX TEBS II, LLC
, a Delaware limited liability company
|
||||
By:
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
|
|||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
|
/s/ Mark Hiatt
|
|||
Mark Hiatt
|
||||
Chief Operating Officer
|
Bond Issue and Series
|
Original Issue Date
|
Project Name and Location
|
CUSIP #
|
Outstanding Amount Deposited
|
Interest Rate
|
Stated Maturity Date
|
Bond Trustee
|
Bond Counsel
|
Deposit Price
|
Bond Interest Payment Dates
|
Subject to Stabilization
1
|
The Health, Educational and Housing Facility Board of the City of Memphis, Tennessee
Multifamily Housing Revenue Refunding Bonds
(Arbors of Hickory Ridge Project)
Series 2012
|
12/11/2012
|
Arbors of Hickory Ridge Apartments
Memphis, Tennessee
|
586169 EQ3
|
$11,450,000
|
6.25% per annum
|
1/1/2049
|
The Bank of New York Mellon Trust Company, N.A.
|
Kutak Rock LLP
|
100%
|
First day of each month
|
No
|
Indiana Housing and Community Development Authority
Multifamily Housing Revenue Bonds, Series 2013A
(Copper Gate Apartments Project)
|
12/31/2013
|
Copper Gate Apartments
Lafayette, Indiana
|
45506C AJ6
|
$5,220,000
|
6.25% per annum
|
12/1/2029
|
U.S. Bank N.A.
|
Ice Miller LLP
|
100%
|
First day of each month
|
No
|
Bexar County Housing Finance Corporation
Multifamily Housing Revenue Bonds
(Dublin Apartments Project)
Senior Series 2013A
|
6/1/2013
|
Dublin Apartments
San Antonio, Texas
|
088379 ZB1
|
$7,800,000
|
6.00% per annum
|
8/1/2050
|
U.S. Bank N.A.
|
Norton Rose Fulbright
|
100%
|
First day of each month
|
Yes
|
Housing Authority of the City of Durham
Multifamily Housing Revenue Bonds
(Greens of Pine Glen Project)
Senior Series 2012A
|
10/10/2012
|
Greens of Pine Glen Apartments
Durham County, North Carolina
|
266785 AG9
|
$8,396,000
|
6.50% per annum
|
10/1/2047
|
Wells Fargo Bank, N.A.
|
Hunton & Williams LLP
|
100%
|
First day of each month
|
No
|
California Statewide Communities Development Authority
Multifamily Housing Revenue Bonds
(Harden Ranch Apartments Project)
2013 Series V-1
|
2/13/2014
|
Harden Ranch Apartments
Salinas, California
|
13079P VK6
|
$6,960,000
|
5.75% per annum
|
3/1/2030
|
Wilmington Trust, N.A.
|
Orrick, Herrington & Sutcliffe LLP
|
100%
|
First day of each month
|
No
|
Bond Issue and Series
|
Original Issue Date
|
Project Name and Location
|
CUSIP #
|
Outstanding Amount Deposited
|
Interest Rate
|
Stated Maturity Date
|
Bond Trustee
|
Bond Counsel
|
Deposit Price
|
Bond Interest Payment Dates
|
Subject to Stabilization
2
|
Bexar County Housing Finance Corporation
Multifamily Housing Revenue Bonds
(Huebner Oaks Apartments Project)
Senior Series 2013A
|
2/1/2013
|
Huebner Oaks Apartments
San Antonio, Texas
|
088379 YT3
|
$16,525,000
|
6.00% per annum
|
3/1/2050
|
U.S. Bank N.A.
|
Fulbright & Jaworski L.L.P.
|
100%
|
First day of each month
|
Yes
|
Bexar County Housing Finance Corporation
Multifamily Housing Revenue Bonds
(Kingswood Apartments Project)
Senior Series 2013A
|
6/1/2013
|
Kingswood Apartments
San Antonio, Texas
|
088379 YZ9
|
$5,389,000
|
6.00% per annum
|
8/1/2050
|
U.S. Bank N.A.
|
Norton Rose Fulbright
|
100%
|
First day of each month
|
Yes
|
Bexar County Housing Finance Corporation
Multifamily Housing Revenue Bonds
(Las Colinas Apartments Project)
Senior Series 2013A
|
2/1/2013
|
Las Colinas Apartments
San Antonio, Texas
|
088379 YR7
|
$10,000,000
|
6.00% per annum
|
3/1/2050
|
U.S. Bank N.A.
|
Fulbright & Jaworski L.L.P.
|
100%
|
First day of each month
|
Yes
|
Bexar County Housing Finance Corporation
Multifamily Housing Revenue Bonds
(Perrin Crest Apartments Project)
Senior Series 2013A
|
2/1/2013
|
Perrin Crest Apartments
San Antonio, Texas
|
088379 YV8
|
$9,700,000
|
6.00% per annum
|
3/1/2050
|
U.S. Bank N.A.
|
Fulbright & Jaworski L.L.P.
|
100%
|
First day of each month
|
Yes
|
Public Finance Authority
Multifamily Housing Revenue Bonds
(The Palms at Premier Park Apartments Project)
Series 2013
|
12/27/2013
|
The Palms at Premier Park Apartments
Columbia, South Carolina
|
74441X AH2
|
$20,152,000
|
6.25% per annum
|
1/1/2050
|
Regions Bank
|
Parker Poe Adams & Bernstein LLP
|
100%
|
First day of each month
|
Yes
|
California Statewide Communities Development Authority
Multifamily Housing Revenue Bonds
(Tyler Park Townhomes Apartments Project)
2013 Series W-1
|
12/20/2013
|
Tyler Park Townhomes Apartments
Greenfield, California
|
13079P VH3
|
$6,075,000
|
5.75% per annum
|
1/1/2030
|
Wilmington Trust, N.A.
|
Orrick, Herrington & Sutcliffe LLP
|
100%
|
First day of each month
|
No
|
Bexar County Housing Finance Corporation
Multifamily Housing Revenue Bonds
(Waterford Apartments Project)
Senior Series 2013A
|
6/1/2013
|
Waterford Apartments
San Antonio, Texas
|
088379 YX4
|
$6,735,000
|
6.00% per annum
|
8/1/2050
|
U.S. Bank N.A.
|
Norton Rose Fulbright
|
100%
|
First day of each month
|
Yes
|
California Statewide Communities Development Authority
Multifamily Housing Revenue Bonds
(Westside Village Apartments Project)
2013 Series X-1
|
12/20/2013
|
Westside Village Apartments
Shafter, California
|
13079P VJ9
|
$3,970,000
|
5.75% per annum
|
1/1/2030
|
Wilmington Trust, N.A.
|
Orrick, Herrington & Sutcliffe LLP
|
100%
|
First day of each month
|
No
|
ARTICLE I
DEFINITIONS, CERTAIN CALCULATIONS AND RULES OF CONSTRUCTION
|
||
Section 1.01
|
Definitions
|
1
|
Section 1.02
|
Certain Interest Calculations
|
1
|
Section 1.03
|
Other Definitional Provisions
|
1
|
Section 1.04
|
Rules of Construction
|
1
|
ARTICLE II
|
||
THE CERTIFICATES AND THE SERIES POOL
|
||
Section 2.01
|
Classes of Certificates
|
2
|
Section 2.02
|
Book-Entry Only for Class A Certificates
|
2
|
Section 2.03
|
Denominations
|
4
|
Section 2.04
|
Execution and Authentication; Persons Deemed Owners
|
4
|
Section 2.05
|
Registration of Transfer and Exchange
|
4
|
Section 2.06
|
Transfer Restrictions Related to Class B Certificates
|
5
|
Section 2.07
|
Mutilated, Destroyed, Lost or Stolen Certificates
|
5
|
Section 2.08
|
No Additional Liabilities or Indebtedness
|
5
|
Section 2.09
|
Initial Authentication and Delivery of Certificates
|
5
|
Section 2.10
|
Identification of the Assets to a Series Pool
|
6
|
Section 2.11
|
Delivery and Possession of Bonds
|
6
|
Section 2.12
|
Purposes and Powers
|
7
|
Section 2.13
|
Recharacterization
|
7
|
Section 2.14
|
Decrease of Aggregate Outstanding Class B Certificate Balance
|
7
|
ARTICLE III
|
||
SPONSOR COVENANTS; RELEASE EVENT
|
||
Section 3.01
|
Negative Covenants
|
8
|
Section 3.02
|
Other Obligations
|
8
|
Section 3.03
|
Maintenance of Office or Agency
|
8
|
Section 3.04
|
Payment of Certain Fees and Expenses
|
8
|
Section 3.05
|
Liabilities and Recourse Against Freddie Mac and the Sponsor for Liabilities of the Series Pool
|
9
|
Section 3.06
|
The Sponsor’s Interest and Net Worth
|
11
|
Section 3.07
|
Successor Sponsor
|
11
|
Section 3.08
|
Release Event
|
11
|
Section 3.09
|
Sponsor’s Indemnification of the Administrator
|
12
|
Section 3.10
|
Substitution of Bonds After Date of Original Issue.
|
12
|
ARTICLE IV
|
||
ACCOUNTS AND DISBURSEMENTS; CREDIT ENHANCEMENT
|
||
Section 4.01
|
Collection of Money
|
14
|
Section 4.02
|
Distribution Account; Establishment
|
14
|
Section 4.03
|
Distributions and Payments from Bond Payment Subaccounts
|
15
|
Section 4.04
|
Administrator May Appoint Paying Agents
|
18
|
Section 4.05
|
General Provisions Regarding Accounts
|
19
|
Section 4.06
|
Pledged Class A Certificates
|
19
|
Section 4.07
|
Reports to Holders
|
19
|
Section 4.08
|
Reductions of the Aggregate Outstanding Amounts
|
19
|
Section 4.09
|
Administrator Advances and Daily Administrator Advance Charges
|
20
|
Section 4.10
|
[Reserved]
|
21
|
Section 4.11
|
Credit Enhancement
|
21
|
ARTICLE V
|
||
RESET RATES; RESET RATE METHOD; RESET DATES
|
||
Section 5.01
|
Determination of Reset Rates, Reset Rate Methods and Reset Dates
|
23
|
Section 5.02
|
Weekly Reset Rate; Monthly Reset Rate
|
23
|
Section 5.03
|
Term Reset Rate; Term Reset Date
|
24
|
Section 5.04
|
Notice of Reset Rate
|
27
|
Section 5.05
|
No Changes in Reset Rate Method During the Two Business Days Preceding Mandatory Tender Date
|
27
|
Section 5.06
|
Maximum Reset Rate
|
27
|
ARTICLE VI
|
||
THE LIQUIDITY FACILITY; THE TENDER OPTION; MANDATORY TENDER
|
||
Section 6.01
|
Tender Option; Rights of Holders; Liquidity Facility
|
27
|
Section 6.02
|
Funds Held by Administrator
|
29
|
Section 6.03
|
Exercise of Tender Option
|
29
|
Section 6.04
|
Mandatory Tender Events
|
30
|
Section 6.05
|
Notice of Mandatory Tender
|
31
|
Section 6.06
|
Funding Procedures; Payment of Purchase Price
|
32
|
Section 6.07
|
Right of Holder to Elect to Retain Class A Certificates Upon the Occurrence of Certain Mandatory Tender Events
|
36
|
Section 6.08
|
Sole Sources of Payment of Purchase Price
|
37
|
ARTICLE VII
|
||
TENDER OPTION TERMINATION EVENTS AND CERTAIN MANDATORY TENDER EVENTS; OPTIONAL DISPOSITION RIGHT
|
||
Section 7.01
|
Tender Option Termination Events
|
37
|
Section 7.02
|
Special Adjustment Event
|
38
|
Section 7.03
|
Liquidity Provider Termination Event
|
40
|
Section 7.04
|
Sponsor Act of Bankruptcy
|
40
|
Section 7.05
|
Optional Disposition Date
|
41
|
Section 7.06
|
Clean-Up Event
|
42
|
ARTICLE VIII
|
||
THE REMARKETING AGENT
|
||
Section 8.01
|
Duties of the Remarketing Agent
|
42
|
Section 8.02
|
Resignation or Removal of the Remarketing Agent
|
42
|
Section 8.03
|
Successor Remarketing Agent
|
43
|
Section 8.04
|
Merger or Consolidation of the Remarketing Agent
|
43
|
Section 8.05
|
Notices by Remarketing Agent
|
43
|
ARTICLE IX
|
||
EVENTS OF DEFAULT AND RIGHTS AND REMEDIES OF HOLDERS
|
||
Section 9.01
|
Event of Default
|
43
|
Section 9.02
|
Remedies
|
44
|
Section 9.03
|
Waiver of Past Defaults
|
45
|
ARTICLE X
|
||
THE ADMINISTRATOR; HOLDERS’ LISTS AND REPORTS; BONDHOLDER REPRESENTATIVE
|
||
Section 10.01
|
Certain Duties and Responsibilities
|
45
|
Section 10.02
|
Notice of Non-Monetary Default
|
46
|
Section 10.03
|
Certain Rights of the Administrator
|
46
|
Section 10.04
|
Parties that May Hold Certificates
|
48
|
Section 10.05
|
Information Regarding Holders
|
48
|
Section 10.06
|
Corporate Administrator Required; Eligibility
|
48
|
Section 10.07
|
Resignation
|
48
|
Section 10.08
|
Preservation of Information; Communications to Holder
|
50
|
Section 10.09
|
Bondholder Representative
|
52
|
ARTICLE XI
|
||
PROFITS AND LOSSES
|
||
Section 11.01
|
Tax Information
|
52
|
Section 11.02
|
Capital Accounts
|
52
|
Section 11.03
|
Allocations of Profits, Market Discount Gains and Capital Gains
|
53
|
Section 11.04
|
Allocations of Losses and Capital Losses
|
54
|
Section 11.05
|
Special Allocations
|
54
|
Section 11.06
|
Tax Allocations; Code Section 704(c)
|
56
|
Section 11.07
|
Allocation Among Holders
|
56
|
Section 11.08
|
Tax Matters; Tax Election
|
57
|
Section 11.09
|
Accounting Method
|
57
|
Section 11.10
|
Tax Matters Partner
|
57
|
Section 11.11
|
Compliance with Code Requirements
|
58
|
ARTICLE XII
|
||
AMENDMENTS
|
||
Section 12.01
|
Amendments
|
58
|
Section 12.02
|
Execution of Amendments
|
60
|
Section 12.03
|
Effect of Amendment
|
60
|
Section 12.04
|
Reference in Certificates to Amendments
|
60
|
ARTICLE XIII
|
||
TERMINATION
|
||
Section 13.01
|
Termination
|
60
|
Section 13.02
|
Final Distribution on the Series Expiration Date
|
61
|
Section 13.03
|
Terminating Mandatory Tender Date
|
62
|
Section 13.04
|
Exchange Date
|
63
|
ARTICLE XIV
|
||
MISCELLANEOUS
|
||
Section 14.01
|
Acts of Holders
|
67
|
Section 14.02
|
Notices
|
68
|
Section 14.03
|
Notices to Holders; Waiver
|
68
|
Section 14.04
|
Successors and Assigns
|
68
|
Section 14.05
|
Severability
|
68
|
Section 14.06
|
Benefits of Series Certificate Agreement
|
68
|
Section 14.07
|
Governing Law
|
69
|
Section 14.08
|
Counterparts
|
69
|
Section 14.09
|
Non-Petition Covenants
|
69
|
Exhibit A -- Definitions
|
A-1
|
Exhibit B -- Form of Class A Certificates
|
B-1
|
Exhibit C -- Form of Class B Certificates
|
C-1
|
Exhibit D -- Form of Class B Investor Letter
|
D-1
|
|
A =
|
the principal amount paid by Freddie Mac related to the applicable tax-exempt Bonds subject to a Release Event
|
|
B =
|
the outstanding principal amount of taxable bonds that financed the same Project as the applicable Bonds
|
|
C =
|
the Current Class B Certificate Balance
|
|
D =
|
the Minimum Sponsor Interest ($5,000 where Partnership Factors have not been elected)
|
|
E =
|
prior distributions of principal other than to Holders of Class A Certificates (including Pledged Class A Certificates) or Holders of Class B Certificates to pay amounts described in Subsection 4.03(b)(ii) below;
1
|
|
1
Example 1:
|
|
1.
|
Outstanding Bond Balance of applicable Bonds: $9,000,000
|
|
2.
|
Outstanding principal amount of related taxable bonds: $1,000,000
|
|
3.
|
Current Class B Certificate Balance: $20,000,000
|
|
4.
|
Partnership Factors have not been elected
|
|
5.
|
No prior distributions of principal other than to Holders of Class A Certificates (including Pledged Class A Certificates), and Class B Certificates have been made.
|
|
Assumptions:
|
1.
|
Same assumptions, with the only difference being that the Current Class B Balance is $2,000,000.
|
|
AI =
TAI =
|
accrued interest for each preceding day in the Accrual Period
interest that will accrue for each day up to and including the next Reset Date (but only at the minimum stated interest unless the interest rate is known)
|
ER =
|
[
|
365/6
D
|
]
|
[
|
EA
CLA
|
]
|
|
where |
|
D =
EA =
CLA =
|
number of calendar days during which a Reset Period will be in effect
Excess Accrued Net Interest Amount
Aggregate Outstanding Class A Certificate Balance
|
|
2
Example 1:
Assumptions =
|
|
1.
2.
3.
|
Weekly Reset Rate
Excess Accrued Net Interest Amount: $50,000
Aggregate Outstanding Class A Certificate Balance: $80,000,000
|
365
X
$50,000
|
|
7 $80,000,000
|
|
Example 2:
|
Assumptions:
|
Same assumptions except that there is a Monthly Rate
|
365
X
$50,000
|
|
30 $80,000,000
|
3
Example:
|
Assumptions:
|
|
|
|
1.
2.
|
Market Value of First Bond = (110%)(10,000,000)
Accreted Price of First Bond = (100%)($10,000,000)
|
|
3.
|
Current Certificate Balance of applicable Class A Certificate = $5,000,000
|
|
4.
|
Aggregate Outstanding Class A Certificate Balance = $20,000,000
|
|
5.
|
Aggregate Outstanding Class B Certificate Balance = $10,000,000
|
|
6.
|
Market Value of Second Bond = (100%)($10,000,000)
|
|
7.
|
Accreted Price of Second Bond = (100%)($10,000,000)
|
|
8.
|
Market Value of Third Bond = (98%)($10,000,000)
|
|
9.
|
Accreted Price of Third Bond = (100%)($10,000,000)
|
|
10.
|
Previously paid applicable Hypothetical Gain Share = $2,000 (100%)
|
Bond 1:
|
((110%)($10,000,000)-(100%)($10,000,000))(
$5,000,000
)(.10) = $16,666
|
|
($20,000,000+$10,000,000)
|
Bond 2:
|
((100%)($10,000,000)-(100%)($10,000,000))(
$5,000,000
)(.10) = zero
|
|
($20,000,000+$10,000,000)
|
Bond 3:
|
((98%)($10,000,000)-(100%)($10,000,000))(
$5,000,000
)(.10) = ($3,333)
|
|
($20,000,000+$10,000,000)
|
|
However, Hypothetical Gain Share may not be less than zero, so the amount for Bond 3 equals zero.
|
|
Aggregating the hypothetical gain share
|
|
4
Example 1:
|
Assumptions:
|
|
|
|
1.
2.
3.
4.
5.
6.
7.
|
Aggregate Outstanding Bond Balance: $100,000,000
Lowest Bond Rate: 6.5%
Aggregate Outstanding Class A Balance: $80,000,000
Aggregate Outstanding Class B Balance: $20,000,000
Not a leap year
Weekly Reset Rate; 7 days previously accrued interest for Class A Certificates at 3.8%
The applicable Weekly Reset Date is the second such Reset Date in the Accrual Period
|
|
STEP ONE:
|
|
Bond Interest on $100,000,000@6.5% for 7 days = $124,657.53
|
|
Accrued interest on Class A Certificates for 7 days @3.8% = $58,301.37
|
|
($124,657.53)-($58,301.37) = $66,356.16
|
|
STEP TWO:
|
|
convert that amount to an annual interest rate related to Class A Certificates:
|
365
X
EA
|
|
7 CLA
|
|
(52.1428)(.00082945) = 4.324995%
|
|
STEP THREE: Convert Bond interest to an interest rate related to Class A Certificates
|
|
(LBR)(BB)
|
|
CLA
|
|
(.065)(100,000,000)
|
|
80,000,000
|
|
8.125%
|
|
STEP FOUR: add STEP TWO and STEP THREE
|
|
4.324995%+8.125% = 12.449995%
|
|
Example 2:
|
|
1. Same assumptions as first six assumptions
|
|
2. 14 days of accrued interest on Class A Certificates at 3.8% and the applicable Weekly Reset Date is the third Weekly Reset Date in the Accrual Period
|
|
STEP ONE:
|
|
Bond interest on $100,000,000@6.5% for 14 days = $249,315.07
|
|
($249,315.07)-($116,602.74)=$132,712.33
|
|
STEP TWO:
|
|
convert that amount to an annual interest rate related to Class A Certificates
|
|
365
X
EA
|
|
D CLA
|
|
365
X
$132,712.33
|
|
7 $80,000,000
|
|
(52.1428)(.00165890) = 8.649991%
|
|
STEP THREE: Convert Bond interest to interest rate related to Class A Certificates. Same result as Example 1 = 8.125%
|
STEP FOUR:
|
add STEP TWO and STEP THREE
|
|
8.649991% + 8.125% = 16.774991%
|
CUSIP No.: ______________
|
Certificate No.: __
|
Dated as of: _______________________
|
FEDERAL HOME LOAN MORTGAGE CORPORATION
, as Administrator
|
||
Attest: ___________________________
|
By:
|
||
Secretary
|
Chief Executive Officer
|
FEDERAL HOME LOAN MORTGAGE CORPORATION,
as Administrator or Certificate Registrar
|
||
By:
|
||
Chief Executive Officer
|
DTC Participant
|
||
By:
|
||
Authorized Signatory
|
|
Dated:
|
|
Signature(s) of Class A Certificate Holder of
|
CUSIP No.: _________________
|
Certificate No.: ___
|
Dated as of: _______________________
|
FEDERAL HOME LOAN MORTGAGE CORPORATION
, as Administrator
|
||
Attest: ___________________________
|
By:
|
||
Secretary
|
Chief Executive Officer
|
FEDERAL HOME LOAN MORTGAGE CORPORATION,
as Administrator or Certificate Registrar
|
||
By:
|
||
Chief Executive Officer
|
[Name of Purchaser]
|
||
By:
|
||
Name (Print):
|
||
Title:
|
||
Mailing Address of Purchaser:
|
A.
|
ATAX TEBS II, LLC (the “Sponsor”), an Affiliate of the Agreement Provider, was the owner of certain tax-exempt multifamily housing revenue bonds (the “Bonds” as specified in further detail in the Reimbursement Agreement referenced below), that it absolutely assigned and transferred to Lender, as Administrator pursuant to a Series Certificate Agreement with respect to the Bonds, dated as of the date hereof (together with the Standard Terms attached thereto, collectively, the “Series Certificate Agreement”). Pursuant to the Series Certificate Agreement, Lender has agreed to provide credit enhancement with respect to the Bonds and related Certificates issued thereunder and to provide liquidity support for the Class A Certificates issued thereunder.
|
B.
|
The Lender has conditioned its credit enhancement and liquidity support upon the execution and delivery by the Sponsor of a Bond Exchange, Reimbursement, Pledge and Security Agreement dated as of the date hereof with the Lender (the “Reimbursement Agreement”), and the execution and delivery by the Agreement Provider of this Agreement.
|
|
1.
|
“Obligations” and other capitalized terms used but not defined in this Agreement shall have the meanings assigned to them in the Reimbursement Agreement.
|
|
2.
|
Agreement Provider hereby absolutely, unconditionally and irrevocably guarantees to Lender the full and prompt payment when due, whether at maturity or earlier, by reason of acceleration or otherwise, and at all times thereafter, and the full and prompt performance when due, of all of the following:
|
|
(a)
|
A portion of the Obligations equal to zero percent (0%) of the original principal balance of the Obligations (the “Base Support”).
|
|
(b)
|
In addition to the Base Support, all other amounts for which Sponsor is personally liable under Section 9.11(b) of the Reimbursement Agreement.
|
|
(c)
|
The payment and performance of all of Sponsor’s obligations under Section 2.4 and 5.1 of the Reimbursement Agreement.
|
|
(d)
|
All costs and expenses, including reasonable fees and out of pocket expenses of attorneys and expert witnesses, incurred by Lender in enforcing its rights under this Agreement.
|
|
3.
|
The obligations of Agreement Provider under this Agreement shall survive any foreclosure proceeding, any foreclosure sale and any release of record of the collateral securing the Reimbursement Agreement.
|
|
4.
|
Agreement Provider’s obligations under this Agreement constitute an unconditional guaranty of payment and performance and not merely a guaranty of collection.
|
|
5.
|
The obligations of Agreement Provider under this Agreement shall be performed without demand by Lender and shall be unconditional irrespective of the genuineness, validity, regularity or enforceability of the Reimbursement Agreement or any Sponsor Document, and without regard to any other circumstance which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Agreement Provider hereby waives the benefit of all principles or provisions of law, statutory or otherwise, which are or might be in conflict with the terms of this Agreement and agrees that Agreement Provider’s obligations shall not be affected by any circumstances, whether or not referred to in this Agreement, which might otherwise constitute a legal or equitable discharge of a surety, a guarantor, a borrower or a mortgagor. Agreement Provider hereby waives the benefits of any right of discharge under any and all statutes or other laws relating to a guarantor, a surety, a borrower or a mortgagor and any other rights of a surety, a guarantor, a borrower or a mortgagor thereunder. Without limiting the generality of the foregoing, Agreement Provider hereby waives, to the fullest extent permitted by law, diligence in collecting the Obligations, presentment, demand for payment, protest, all notices with respect to the Reimbursement Agreement and this Agreement which may be required by statute, rule of law or otherwise to preserve Lender’s rights against Agreement Provider under this Agreement, including, but not limited to, notice of acceptance, notice of any amendment of the Sponsor Documents, notice of the occurrence of any default or Event of Default, notice of intent to accelerate, notice of acceleration, notice of dishonor, notice of foreclosure, notice of protest, and notice of the incurring by Sponsor of any obligation or indebtedness. Agreement Provider also waives, to the fullest extent permitted by law, all rights to require Lender to (a) proceed against Sponsor or any other guarantor of Sponsor’s
|
|
6.
|
At any time or from time to time and any number of times, without notice to Agreement Provider and without affecting the liability of Agreement Provider, (a) the time for payment of the Obligations may be extended or the Obligations may be renewed in whole or in part; (b) the time for Sponsor’s performance of or compliance with any covenant or agreement contained in the Reimbursement Agreement or any other Sponsor Document, whether presently existing or hereinafter entered into, may be extended or such performance or compliance may be waived; (c) the maturity of the Obligations may be accelerated as provided in the Reimbursement Agreement or any other Sponsor Document; (d) the Reimbursement Agreement, and the security instrument or any other loan document evidencing or securing the obligations of Owners (as defined in the Reimbursement Agreement) may be modified or amended by Lender and Sponsor in any respect, including, but not limited to, an increase in the principal amount; and (e) any security for the Obligations may be modified, exchanged, surrendered or otherwise dealt with or additional security may be pledged or mortgaged for the Obligations.
|
|
7.
|
Lender, in its sole and absolute discretion, may (a) bring suit against Agreement Provider, or any one or more of the persons constituting Agreement Provider, and any Other Guarantor, jointly and severally, or against any one or more of them; (b) compromise or settle with any one or more of the persons constituting Agreement Provider for such consideration as Lender may deem proper; (c) release one or more of the persons constituting Agreement Provider, or any Other Guarantor, from liability; and (d) otherwise deal with Agreement Provider and any Other Guarantor, or any one or more of them, in any manner, and no such action shall impair the rights of Lender to collect from Agreement Provider any amount guaranteed by Agreement Provider under this Agreement. Nothing contained in this paragraph shall in any way affect or impair the rights or obligations of Agreement Provider with respect to any Other Guarantor.
|
|
8.
|
Any indebtedness of Sponsor held by Agreement Provider now or in the future is and shall be subordinated to the Obligations and any such indebtedness of Sponsor shall be collected, enforced and received by Agreement Provider, as trustee for Lender, but without reducing or affecting in any manner the liability of Agreement Provider under the other provisions of this Agreement.
|
|
9.
|
Agreement Provider shall have no right of, and hereby waives any claim for, subrogation or reimbursement against Sponsor or any general member of Sponsor
|
|
10.
|
If any payment by Sponsor is held to constitute a preference under any applicable bankruptcy, insolvency, or similar laws, or if for any other reason Lender is required to refund any sums to Sponsor, such refund shall not constitute a release of any liability of Agreement Provider under this Agreement. It is the intention of Lender and Agreement Provider that Agreement Provider’s obligations under this Agreement shall not be discharged except by Agreement Provider’s performance of such obligations and then only to the extent of such performance.
|
|
11.
|
Agreement Provider shall from time to time, upon request by Lender, deliver to Lender such financial statements as Lender may reasonably require but not more frequently than once each year. As a condition to Agreement Provider’s delivery of its financial information, Lender agrees that such information is confidential information, shall not be used for any purpose other than evaluating compliance by the Agreement Provider with this Agreement, and shall be disclosed only to those employees, directors, officers and agents of Lender who need to know such information for purposes of performing or enforcing Lender’s obligations and rights under this Agreement and who are advised of the need to maintain the confidentiality of such information. Lender shall not otherwise use or disclose Agreement Provider’s financial information without Agreement Provider’s prior written consent. The restrictions on use and disclosure set forth above shall not apply when and to the extent that the information received by Lender (a) is or becomes generally available to the public through no fault of Lender (or anyone acting on its behalf); (b) was previously known by Freddie Mac free of any obligation to keep it confidential; (c) is subsequently disclosed to Freddie Mac by a third party who may rightfully transfer and disclose such information without restriction and free of any obligation to keep it confidential; or (d) is required to be disclosed by Freddie Mac by applicable law.
|
|
12.
|
Lender agrees that it may assign its rights under this Agreement in whole or in part solely in the event an “Event of Default” exists under the Reimbursement Agreement. Upon any such assignment pursuant to this Section 12, all the terms and provisions of this Agreement shall inure to the benefit of such assignee to the extent so assigned. Lender agrees to notify Agreement Provider of any such assignment. The terms used to designate any of the parties herein shall be deemed to include the heirs, legal representatives, successors and assigns of such parties; and the term “Lender” shall include, in addition to Lender, any lawful owner, holder or pledgee of the Reimbursement Agreement. Reference herein to “person” or “persons” shall be deemed to include individuals and entities.
|
|
13.
|
This Agreement and the other Sponsor Documents represent the final agreement between the parties and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between the parties. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and the other Sponsor Documents. Agreement Provider acknowledges that Agreement Provider has received copies of the Reimbursement Agreement and all other Sponsor Documents. Neither this Agreement nor any of its provisions may be waived, modified, amended, discharged, or terminated except by an agreement in writing signed by the party against which the enforcement of the waiver, modification, amendment, discharge, or termination is sought, and then only to the extent set forth in that agreement.
|
|
14.
|
This Agreement shall be construed, and the rights and obligations of Agreement Provider hereunder determined, in accordance with federal statutory or common law (“federal law”). Insofar as there may be no applicable rule or precedent under federal law and insofar as to do so would not frustrate the purposes of any provision of this Agreement, the local law of the State of New York shall be deemed reflective of federal law. The parties agree that any legal actions among the Agreement Provider and the Lender regarding each party hereunder shall be originated in the United States District Court in and for the Eastern District of Virginia, and the parties hereby consent to the exclusive jurisdiction and venue of said Court in connection with any action or proceeding initiated concerning this Agreement. Agreement Provider irrevocably consents to service, jurisdiction, and venue of such court for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise.
|
|
15.
|
AGREEMENT PROVIDER AND LENDER EACH (A) AGREES NOT TO ELECT A TRIAL BY JURY WITH RESPECT TO ANY ISSUE ARISING OUT OF THIS AGREEMENT OR THE RELATIONSHIP BETWEEN THE PARTIES AS AGREEMENT PROVIDER AND LENDER THAT IS TRIABLE OF RIGHT BY A JURY AND (B) WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO SUCH ISSUE TO THE EXTENT THAT ANY SUCH RIGHT EXISTS NOW OR IN THE FUTURE. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN BY EACH PARTY, KNOWINGLY AND VOLUNTARILY WITH THE BENEFIT OF COMPETENT LEGAL COUNSEL.
|
|
16.
|
As of the date of this Agreement, the Agreement Provider represents and warrants to the Lender that each Agreement Provider has (i) a Net Worth equal to at least $5,000,000 and (ii) Liquidity equal to at least $500,000. During the term of this Agreement, each Agreement Provider shall at all times maintain a Net Worth and Liquidity of no less than the foregoing. The following terms shall have the respective meanings set forth below for purposes of this Section 16:
|
|
(a)
|
“Liquidity” means, at any date, the Agreement Provider’s unrestricted cash and cash equivalents.
|
|
(b)
|
“Net Worth” means, at any date, the Tangible Assets of a Person which (after deducting depreciation, obsolescence, amortization, and any valuation or other reserves on account of upward revaluation of assets and without reduction for any unamortized debt discount or expense) would be shown, in accordance with generally accepted accounting principles, on its balance sheet, minus liabilities (other than capital stock and surplus but including all reserves for contingencies and other potential liabilities) which would be shown, in accordance with generally accepted accounting principles, on such balance sheet.
|
|
(c)
|
“Person” means any individual, partnership, corporation, association, joint venture, trust (including any beneficiary thereof) or unincorporated organization, and a government or agency or political subdivision thereof.
|
|
(d)
|
“Tangible Assets” means total assets except: (i) that portion of deferred assets and prepaid expenses (other than prepaid insurance, prepaid rent and prepaid taxes) which do not mature or, in accordance with generally accepted accounting principles, are not amortizable within one year from the date of calculation, and (ii) trademarks, trade names, good will, and other similar intangibles.
|
|
17.
|
During the term of the Reimbursement Agreement, the Agreement Provider agrees (a) to maintain its existence as a limited partnership under the laws of the State of Delaware, (b) that it will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into any Person or permit any Person to consolidate with or merge into it and (c) that it will make subordinate loans to Owners solely in accordance with Section 3.25 of the Reimbursement Agreement.
|
|
18.
|
This Agreement may be simultaneously executed in multiple counterparts, all of which shall constitute one and the same instrument and each of which shall be, and shall be deemed to be, an original.
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
|
||||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO, a Delaware limited partnership
|
|||
Its: | General Partner | |||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
Its: | General Partner | |||
By:
|
/s/ Mark Hiatt
|
|||
Mark Hiatt
|
||||
Chief Operating Officer
|
LENDER:
|
||
FEDERAL HOME LOAN MORTGAGE CORPORATION
|
||
By:
|
/s/ Clayton A. Davis
|
|
Clayton A. Davis
|
||
Senior Director, Multifamily Production
|
|
Tel: +44 (0) 20 7623 2323
|
Notional Amount:
|
USD $31,565,000 (amortizing pursuant to Schedule 1 attached hereto)
|
Trade Date:
|
July 7, 2014
|
Effective Date:
|
July 10, 2014
|
Termination Date:
|
August 15, 2019
|
Fixed Amount:
|
|
Fixed Rate Payer:
|
Buyer
|
Buyer’s Payment Date:
|
July 10, 2014
|
Fixed Amount:
|
USD $315,200
|
Floating Amounts:
|
|
Floating Rate Payer:
|
Seller
|
Cap Rate:
|
3.00% per annum
|
Payment Dates:
|
Fifteenth (15
th
) calendar day of each month, commencing on August 15
th
, 2014, and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
|
Period End Dates:
|
Fifteenth calendar day of each month, not subject to adjustment.
|
Floating Rate Option:
|
USD-SIFMA Municipal Swap Index
|
Floating Rate Day
|
|
Count Fraction:
|
Actual/Actual
|
Reset Dates:
|
Effective Date and thereafter Weekly on Thursday.
|
Weighted Average Method:
|
Applicable
|
Business Days:
|
A day other than (a) a Saturday or a Sunday, (b) any day on which banking institutions located in the city of New York, New York are authorized or required by law to close, (c) a day on which the New York Stock Exchange is closed or (d) any day on which Freddie Mac is closed.
|
Rounding Convention:
|
The simple arithmetic mean of rates expressed as a percentage rounded to five decimal places.
|
Calculation Agent:
|
The Seller
|
BARCLAYS BANK PLC
|
||
By
|
/s/ Linda Alexander | |
Name
|
Linda Alexander | |
Title
|
Authorised Signatory |
ATAX TEBS II, LLC
, a Delaware limited liability company
|
||||
By:
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
|
|||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
|
/s/ Mark Hiatt
|
|||
Mark Hiatt
|
||||
Chief Operating Officer
|
From and Including
|
To but Excluding
|
Notional Amount
|
7/10/2014
|
7/15/2014
|
$31,565,000.00
|
7/15/2014
|
8/15/2014
|
$31,565,000.00
|
8/15/2014
|
9/15/2014
|
$31,563,000.00
|
9/15/2014
|
10/15/2014
|
$31,561,000.00
|
10/15/2014
|
11/15/2014
|
$31,559,000.00
|
11/15/2014
|
12/15/2014
|
$31,557,000.00
|
12/15/2014
|
1/15/2015
|
$31,555,000.00
|
1/15/2015
|
2/15/2015
|
$31,553,000.00
|
2/15/2015
|
3/15/2015
|
$31,546,550.34
|
3/15/2015
|
4/15/2015
|
$31,540,077.34
|
4/15/2015
|
5/15/2015
|
$31,525,105.67
|
5/15/2015
|
6/15/2015
|
$31,510,068.34
|
6/15/2015
|
7/15/2015
|
$31,494,964.67
|
7/15/2015
|
8/15/2015
|
$31,479,794.34
|
8/15/2015
|
9/15/2015
|
$31,464,557.34
|
9/15/2015
|
10/15/2015
|
$31,444,591.67
|
10/15/2015
|
11/15/2015
|
$31,424,535.67
|
11/15/2015
|
12/15/2015
|
$31,404,388.34
|
12/15/2015
|
1/15/2016
|
$31,372,482.00
|
1/15/2016
|
2/15/2016
|
$31,351,817.34
|
2/15/2016
|
3/15/2016
|
$31,325,657.34
|
3/15/2016
|
4/15/2016
|
$31,299,378.00
|
4/15/2016
|
5/15/2016
|
$31,271,253.34
|
5/15/2016
|
6/15/2016
|
$31,242,998.67
|
6/15/2016
|
7/15/2016
|
$31,214,613.67
|
7/15/2016
|
8/15/2016
|
$31,186,097.67
|
8/15/2016
|
9/15/2016
|
$31,157,449.67
|
9/15/2016
|
10/15/2016
|
$31,128,670.00
|
10/15/2016
|
11/15/2016
|
$31,099,757.00
|
11/15/2016
|
12/15/2016
|
$31,070,710.00
|
12/15/2016
|
1/15/2017
|
$31,028,195.00
|
1/15/2017
|
2/15/2017
|
$30,998,878.34
|
2/15/2017
|
3/15/2017
|
$30,969,426.67
|
3/15/2017
|
4/15/2017
|
$30,939,838.67
|
4/15/2017
|
5/15/2017
|
$30,910,114.00
|
5/15/2017
|
6/15/2017
|
$30,880,251.67
|
6/15/2017
|
7/15/2017
|
$30,850,250.34
|
7/15/2017
|
8/15/2017
|
$30,820,109.67
|
8/15/2017
|
9/15/2017
|
$30,789,829.34
|
9/15/2017
|
10/15/2017
|
$30,759,408.67
|
10/15/2017
|
11/15/2017
|
$30,728,846.34
|
11/15/2017
|
12/15/2017
|
$30,698,141.67
|
Address:
|
BARCLAYS BANK PLC
745 Seventh Avenue
New York, New York 10019
United States of America
Attention: Head of Derivatives PTS, Americas
By electronic email: IRDConfirmations@barclays.com
With copy to: muni_deriv_middleoffice@barclays.com
|
Payments to Seller:
|
||
Bank:
|
Barclays Bank Plc, New York
|
|
ABA No.:
|
026-0025-74
|
|
A/C:
|
Barclays Bank Plc London
|
|
Favour:
|
Barclays Swaps & Options Group, New York A/C No.: 050-01922-8
|
|
Address:
|
ATAX TEBS II, LLC
1004 Farnam Street, Suite 400
Omaha, Nebraska 68102
Attention: Chad L. Daffer
Phone: 402.930.3085
Fax: 402.930.3047
With a copy to:
Mark Hiatt
1004 Farnam Street, Suite 400
Omaha, Nebraska 68102
Phone: 402.930.3085
Fax: 402.930.3047
with a copy to:
Kutak Rock LLP
1650 Farnam Street
Omaha, Nebraska 68102
Attention: Conal Hession
Facsimile: (402) 231-8806
Telephone: (402) 346-1148
|
(a)
|
Credit Support Document to be delivered by the Seller: Credit Support Annex on standard ISDA form with paragraph 13 in the form attached as Exhibit C hereto.
|
(b)
|
Items referenced in Section 8.
|
(a)
|
Evidence of the authority, incumbency and specimen signature of the party executing this Agreement.
|
|
(i)
|
With respect to payments made to Seller which are not effectively connected to the United States, Seller is a non-U.S. branch of a foreign person for United States federal income tax purposes.
|
|
(ii)
|
With respect to payments made to Seller which are effectively connected to the United States, each payment received or to be received by Seller in connection with this Agreement will be effectively connected with its conduct of a trade or business in the United States.
|
(a)
|
Security Interest for “Obligations.”
The term “Obligations” as used in the Annex includes the following additional obligations: Not Applicable.
|
(b)
|
Credit Support Obligations
.
|
|
(i)
|
Delivery Amount, Return Amount and Credit Support Amount
.
|
|
(A)
|
“Delivery Amount” has the meaning specified in Paragraph 3(a), unless otherwise specified here: None Specified
|
|
(B)
|
“Return Amount” has the meaning specified in Paragraph 3(b), unless otherwise specified here: None Specified
|
|
(C)
|
“Credit Support Amount” means, for any Valuation Date (i) the Secured Party’s Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledgor, if any, minus (iii) the Pledgor’s Threshold; provided, however, that (x) in the case where the sum of the Independent Amounts applicable to the Pledgor exceeds zero, the Credit Support Amount will not be less than the sum of all Independent Amounts applicable to the Pledgor and (y) in all other cases, the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields an amount less than zero.
|
|
(ii)
|
Eligible Collateral
. Debt obligations of the Federal Home Loan Mortgage Corporation shall not qualify as “Eligible Collateral.” The following items will qualify as “Eligible Collateral”:
|
Remaining Maturity
|
||||
ICAD Code
|
One (1) year or under
|
More than one (1) year up to and including five (5) years
|
More than five (5) years up to and including ten (10) years
|
More than ten (10) years
|
US-CASH
|
100%
|
N/A
|
N/A
|
N/A
|
US-TBILL
|
99%
|
N/A
|
N/A
|
N/A
|
US-TNOTE
|
99%
|
98%
|
95%
|
N/A
|
US-TBOND
|
99%
|
98%
|
95%
|
95%
|
|
(iii)
|
Other Eligible Support
. There shall be no “Other Eligible Support” for either Party A or Party B.
|
|
(iv)
|
Thresholds
.
|
|
(A)
|
“Independent Amount” for Pledgor means zero.
|
|
(B)
|
“Threshold” for the Pledgor means the amounts determined on the basis of the lower of the Long Term Debt Ratings set forth in the following table,
provided
,
however
, that if (i) the Pledgor has no Long Term Debt Rating, or (ii) an Event of Default has occurred and is continuing with respect to the Pledgor, the Threshold shall be USD$0.
|
Long Term Debt Rating
(the lower of S&P/Moody’s)
|
Threshold
|
A+/A1 or above
|
Infinity
|
A/A2
|
$1,000,000
|
At or below A-/A3
|
$0
|
|
(C)
|
“Minimum Transfer Amount” means, with respect to Pledgor and the Secured Party, USD$10,000; provided, that if an Event of Default has occurred and is continuing with respect to Pledgor, the Minimum Transfer Amount with respect to Pledgor shall be zero.
|
|
(D)
|
Rounding
. The Delivery Amount and the Return Amount will be rounded up or down respectively to the nearest integral multiple of USD$1,000.
|
(c)
|
Valuation and Timing
.
|
|
(i)
|
“Valuation Agent” means, for purposes of Paragraphs 3 and 5, the party making the demand under Paragraph 3, and, for purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable. In addition, the Valuation Agent will be the Secured Party for
|
|
(ii)
|
“Valuation Date” means each Local Business Day.
|
|
(iii)
|
“Valuation Time” means the closing of business in the city of the Valuation Agent on the Local Business Day preceding the Valuation Date or the date of calculation, as applicable, provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.
|
|
(iv)
|
“Notification Time” means by 10:00 a.m., New York time, on a Local Business Day.
|
(d)
|
Conditions Precedent and Secured Party’s Rights and Remedies
. Each of the following will be a “Specified Condition”: None.
|
(e)
|
Substitution
.
|
|
(i)
|
“Substitution Date” has the meaning specified in Paragraph 4(d)(ii) unless otherwise specified here: None
|
|
(ii)
|
Consent
. The Pledgor does not need to obtain the Secured Party’s consent for any substitution pursuant to Paragraph 4(d).
|
(f)
|
Dispute Resolution
.
|
|
(i)
|
“Resolution Time” means 1:00 p.m., New York Time, on the fifth Local Business Day following the date on which notice of a dispute is given under Paragraph 5.
|
|
(ii)
|
Value
. For the purpose of Paragraph 5(i)(C) and 5(ii), the Value of Eligible Collateral other than Cash will be calculated as follows:
|
|
(iii)
|
Alternative
. Not Applicable.
|
(g)
|
Holding and Using Posted Collateral
.
|
|
(i)
Eligibility to Hold Posted Collateral; Custodians
. Secured Party will be entitled to hold Posted Collateral only through its Custodian pursuant to Paragraph 6(b), provided that the following conditions applicable to it are satisfied:
|
|
(1)
The Custodian
: The Custodian is a bank or trust company designated by the Secured Party and having total assets of at least USD$10,000,000,000.
|
|
(ii)
Use of Posted Collateral
. The provision of Paragraph 6(c) will not apply.
|
(h)
|
Distributions and Interest Amount
.
|
|
(i)
|
Interest Rate
. The Interest Rate will be the rate per annum equal to the overnight Federal Funds Rate for each day cash is held by the Secured Party as reported in Federal Reserve Publication H.15-519.
|
|
(ii)
|
Transfer of Interest Amount
. The Transfer of the Interest Amount will be made on the last Local Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b).
|
|
(iii)
|
Alternative to Interest Amount
. Not Applicable.
|
(i)
|
Additional Representation(s)
. Not Applicable.
|
(j)
|
“Other Eligible Support and Other Posted Support.”
|
|
(i)
|
“Value” with respect to Other Eligible Support and Other Posted Support means: Not Applicable.
|
|
(ii)
|
“Transfer” with respect to Other Eligible Support and Other Posted Support means: Not Applicable.
|
(k)
|
Demands and Notices
. All demands, specifications and notices made by one party to this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise specified here:
|
(l)
|
Address for Transfers
. [TO BE PROVIDED]
|
(m)
|
Other Provisions
.
|
|
(i)
|
Agreement as to Single Secured Party and Pledgor
. Party A and Party B agree that, notwithstanding anything to the contrary in the recital to this Annex, Paragraph 1(b) or Paragraph 2 or the definitions in Paragraph 12, (a) the term
|
|
(ii)
|
FIRREA
. Party A, if an FDIC-insured depository institution, represents that (i) this Annex has been executed and delivered by a duly appointed or elected and authorized officer of Party A of the level of vice president or higher and (ii) Party A has taken all necessary action to authorize the execution, delivery and performance of this Annex.
|
|
(iii)
|
Posted Collateral
. The definition of Posted Collateral shall also include any and all accounts in which Cash Collateral is held.
|
|
(iv)
|
Additions to Paragraph 3
. The following subparagraph (c) is hereby added to Paragraph 3 of this Annex:
|
|
(c)
|
No Offset
. On any Valuation Date, if (i) each party is required to make a Transfer under Paragraph 3(a) and (ii) each party is required to make a Transfer under Paragraph 3(b), then the amounts of those obligations will not offset each other.
|
|
(v)
|
Fees of Custodian
. Notwithstanding any other provision contained in this Annex, Pledgor shall pay all fees and charges of the Custodian related to the holding and maintenance of the Posted Collateral.
|
|
(vi)
|
Exposure
. The definition of the term “Exposure” contained in Paragraph 12 of this Annex is deleted in its entirety and the following language is substituted therefor: “Exposure” means for any Valuation Date or other date for which Exposure is calculated and, subject to Paragraph 5 in the case of a dispute, the amount, if any that would be payable to Party B pursuant to Section 11 of this Agreement as if this Agreement were being terminated as of the relevant Valuation Time; provided, however, that Market Quotation will be determined by the Valuation Agent using its estimates at mid-market of the amounts that would be paid pursuant to Section 11.
|
|
(vii)
|
Master Agreement
. For purposes of this Annex, the term "Agreement" shall not refer to a Master Agreement and Schedule as indicated above in the introductory paragraph, but shall mean the Rate Cap Agreement between Party A and Party B dated as of the date hereof.
|
|
(viii)
|
Form of Annex
. The parties hereto agree that the text of the body of this Annex (paragraphs 1 through 12) shall be deemed to be the printed form of the 1994 ISDA Credit Support Annex (Bilateral Form — ISDA Agreements subject to New York Law only version) as published and copyrighted by the International Swaps and Derivatives Association, Inc., incorporated herein by reference, subject to the following revisions:
|
RBC CICI/LEI No. ES7IP3U3RHIGC71XBU11
|
RBC Reference No. 2489217/2654662
|
Notional Amount:
|
USD $31,565,000 (amortizing as set forth in Schedule 1 hereto).
|
Trade Date:
|
July 7, 2014
|
Effective Date:
|
July 10, 2014
|
Termination Date:
|
August 15, 2019
|
Fixed Amount:
|
|
Fixed Rate Payer:
|
Buyer
|
Buyer’s Payment Date:
|
July 10, 2014
|
Fixed Amount:
|
USD $ 343,000.00
|
Floating Amounts:
|
|
Floating Rate Payer:
|
Seller
|
Cap Rate:
|
3.00% per annum
|
Payment Dates:
|
Fifteenth (15
th
) calendar day of each month, commencing on August 15, 2014, and ending on the Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
|
Period End Dates:
|
Fifteenth calendar day of each month, not subject to adjustment.
|
Floating Rate Option:
|
USD-SIFMA Municipal Swap Index
|
Count Fraction:
|
Actual/Actual
|
Reset Dates:
|
Effective Date and thereafter Weekly on Thursday.
|
Weighted Average Method:
|
Applicable
|
Business Days:
|
A day other than (a) a Saturday or a Sunday, (b) any day on which banking institutions located in the city of New York, New York are authorized or required by law to close, (c) a day on which the New York Stock Exchange is closed or (d) any day on which Freddie Mac is closed.
|
Rounding Convention:
|
The simple arithmetic mean of rates expressed as a percentage rounded to five decimal places.
|
Calculation Agent:
|
The Seller
|
ROYAL BANK OF CANADA
|
||
By
|
/s/ Suzanna Mezzanotte | |
Name
|
Suzanna Mezzanotte | |
Title
|
Authorized Signatory |
ATAX TEBS II, LLC
, a Delaware limited liability company
|
||||
By:
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
|
|||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
|
/s/ Mark Hiatt
|
|||
Mark Hiatt
|
||||
Chief Operating Officer
|
From and Including
|
To but Excluding
|
Notional Amount
|
7/10/2014
|
7/15/2014
|
$31,565,000.00
|
7/15/2014
|
8/15/2014
|
$31,565,000.00
|
8/15/2014
|
9/15/2014
|
$31,563,000.00
|
9/15/2014
|
10/15/2014
|
$31,561,000.00
|
10/15/2014
|
11/15/2014
|
$31,559,000.00
|
11/15/2014
|
12/15/2014
|
$31,557,000.00
|
12/15/2014
|
1/15/2015
|
$31,555,000.00
|
1/15/2015
|
2/15/2015
|
$31,553,000.00
|
2/15/2015
|
3/15/2015
|
$31,546,550.34
|
3/15/2015
|
4/15/2015
|
$31,540,077.34
|
4/15/2015
|
5/15/2015
|
$31,525,105.67
|
5/15/2015
|
6/15/2015
|
$31,510,068.34
|
6/15/2015
|
7/15/2015
|
$31,494,964.67
|
7/15/2015
|
8/15/2015
|
$31,479,794.34
|
8/15/2015
|
9/15/2015
|
$31,464,557.34
|
9/15/2015
|
10/15/2015
|
$31,444,591.67
|
10/15/2015
|
11/15/2015
|
$31,424,535.67
|
11/15/2015
|
12/15/2015
|
$31,404,388.34
|
12/15/2015
|
1/15/2016
|
$31,372,482.00
|
1/15/2016
|
2/15/2016
|
$31,351,817.34
|
2/15/2016
|
3/15/2016
|
$31,325,657.34
|
3/15/2016
|
4/15/2016
|
$31,299,378.00
|
4/15/2016
|
5/15/2016
|
$31,271,253.34
|
5/15/2016
|
6/15/2016
|
$31,242,998.67
|
6/15/2016
|
7/15/2016
|
$31,214,613.67
|
7/15/2016
|
8/15/2016
|
$31,186,097.67
|
8/15/2016
|
9/15/2016
|
$31,157,449.67
|
9/15/2016
|
10/15/2016
|
$31,128,670.00
|
10/15/2016
|
11/15/2016
|
$31,099,757.00
|
11/15/2016
|
12/15/2016
|
$31,070,710.00
|
12/15/2016
|
1/15/2017
|
$31,028,195.00
|
1/15/2017
|
2/15/2017
|
$30,998,878.34
|
2/15/2017
|
3/15/2017
|
$30,969,426.67
|
3/15/2017
|
4/15/2017
|
$30,939,838.67
|
4/15/2017
|
5/15/2017
|
$30,910,114.00
|
5/15/2017
|
6/15/2017
|
$30,880,251.67
|
6/15/2017
|
7/15/2017
|
$30,850,250.34
|
7/15/2017
|
8/15/2017
|
$30,820,109.67
|
8/15/2017
|
9/15/2017
|
$30,789,829.34
|
9/15/2017
|
10/15/2017
|
$30,759,408.67
|
10/15/2017
|
11/15/2017
|
$30,728,846.34
|
11/15/2017
|
12/15/2017
|
$30,698,141.67
|
Address:
|
ROYAL BANK OF CANADA
2
nd
Floor
Royal Bank Plaza
200 Bay Street
Toronto, Ontario M5J 2W7
Attention: Managing Director, GRM Trading Credit Risk
Facsimile: (416) 842-4839
|
Payments to Seller:
|
Bank Name:
|
JPMorgan Chase Bank, New York
|
ABA#:
|
021000021
|
|
Account Name:
|
Royal Bank of Canada, Toronto
|
|
Account Number:
|
001-1-153004
|
|
Beneficiary Swift No.:
|
ROYCCAT3IMM
|
Address:
|
ATAX TEBS II, LLC
1004 Farnam Street, Suite 400
Omaha, Nebraska 68102
Attention: Chad L. Daffer
Phone: 402.930.3085
Fax: 402.930.3047
With a copy to:
Mark Hiatt
1004 Farnam Street, Suite 400
Omaha, Nebraska 68102
Phone: 402.930.3085
Fax: 402.930.3047
with a copy to:
Kutak Rock LLP
1650 Farnam Street
Omaha, Nebraska 68102
Attention: Conal Hession
Facsimile: (402) 231-8806
Telephone: (402) 346-1148
|
Address:
|
Federal Home Loan Mortgage Corporation
8100 Jones Branch Drive
Mail Stop B2E
McLean, Virginia 22102
Attention: Multifamily Loan Accounting/Operational Close
Telephone: (703) 714-4177
Fax: 571-382-4798
E-Mail:
mfla@freddiemac.com
and
Federal Home Loan Mortgage Corporation
8100 Jones Branch Drive
Mail Stop B4G
McLean, Virginia 22102
Attention: Multifamily Asset Management/Servicing
Telephone: (703) 714-3194 (Steve Power)
E-Mail:
mf_spi_hedge@freddiemac.com
and
Federal Home Loan Mortgage Corporation
8200 Jones Branch Drive
Mail Stop 210
McLean, Virginia 22102
Attention: Managing Associate General Counsel - Multifamily Real Estate (Legal Division)
Telephone: (703) 903-2538
E-Mail: Joshua_schonfeld@freddiemac.com
|
Notional Amount:
|
USD $31,565,000 (amortized as set forth m Schedule 1 hereto)
|
Trade Date:
|
July 7, 2014
|
Effective Date:
|
July 10, 2014
|
Termination Date:
|
August 15, 2019
|
Fixed Amount:
|
|
Fixed Rate Payer:
|
Buyer
|
Fixed Rate Payment Date:
|
July 10, 2014
|
Fixed Amount:
|
USD $ 333,200.00 |
Floating Amounts:
|
|
Floating Rate Payer:
|
Seller
|
Cap Rate:
|
3.00% per annum
|
Floating Rate Payment Dates:
|
Fifteenth
(15th)
calendar day of each month, commencing
on
August
15,
2014
and
ending
on
the
Termination Date, subject to adjustment in accordance with the Following Business Day Convention.
|
Period End Dates:
|
Fifteenth calendar day of each month, not subject to adjustment.
|
Initial Period:
|
From and including the Effective Date to but excluding August 15, 2014.
|
Floating Rate Option:
|
USD-SIFMA Municipal Swap Index (formerly known as BMA Municipal Swap Index)
|
Floating Rate Day
|
|
Count Fraction:
|
Actual/Actual
|
Reset Dates:
|
Effective Date and thereafter Weekly on Thursday, provided that the Floating Rate shall be determined on Wednesday of each Week, subject to the Following Business Day Convention, and the Floating Rate will be effective for the seven (7) day period from and including the following Thursday (or if Thursday is the day the Floating Rate is determined, from and including such Thursday) to and including the following Wednesday, without regard to the Following Business Day Convention.
|
Weighted Average Method:
|
Applicable
|
Business Days:
|
A day other than (a) a Saturday or a Sunday, (b) any day on which banking institutions located in the city of New York, New York are authorized or required by law to close, (c) a day on which the New York Stock Exchange is closed or (d) any day on which Freddie Mac is closed.
|
Rounding Convention:
|
The simple arithmetic mean of rates expressed as a percentage rounded to five decimal places.
|
Calculation Agent:
|
The Seller
|
document to be delivered under this Agreement. In addition, the Seller shall deliver to the Buyer at the times specified in Part 2 of Exhibit A, each of the documents there specified.
|
|
upon, assignment of the security interest in the Rate Cap Agreement to Freddie Mac, or any instructions or notice provided by Freddie Mac or its servicer, or the Buyer.
|
SMBC CAPITAL MARKETS, INC.
|
||
By:
|
/s/ Danny Boodram
|
|
Name:
|
Danny Boodram
|
|
Title:
|
Vice President
|
|
By:
|
/s/ Larry Weissblum | |
Name:
|
Larry Weissblum | |
Title:
|
Deputy General Manager |
ATAX TEBS II, LLC
, a Delaware limited liability company
|
||||
By:
|
AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
By:
|
AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
|
|||
By:
|
THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
|
/s/ Mark Hiatt
|
|||
Mark Hiatt
|
||||
Chief Operating Officer
|
From and Including
|
To but Excluding
|
Notional Amount
|
7/10/2014
|
7/15/2014
|
$31,565,000.00
|
7/15/2014
|
8/15/2014
|
$31,565,000.00
|
8/15/2014
|
9/15/2014
|
$31,563,000.00
|
9/15/2014
|
10/15/2014
|
$31,561,000.00
|
10/15/2014
|
11115/2014
|
$31,559,000.00
|
11115/2014
|
12/15/2014
|
$31,557,000.00
|
12/15/2014
|
1115/2015
|
$31,555,000.00
|
1115/2015
|
2/15/2015
|
$31,553,000.00
|
2/15/2015
|
3/15/2015
|
$31,546,550.34
|
3/15/2015
|
4115/2015
|
$31,540,077.34
|
4/15/2015
|
5/15/2015
|
$31,525,105.67
|
5/15/2015
|
6/15/2015
|
$31,510,068.34
|
6/15/2015
|
7/15/2015
|
$31 ,494,964.67
|
7/15/2015
|
8/15/2015
|
$31,479,794.34
|
8/15/2015
|
9/15/2015
|
$31,464,557.34
|
9/15/2015
|
10115/2015
|
$31,444,591.67
|
10/15/2015
|
11/15/2015
|
$31,424,535.67
|
11/15/2015
|
12/15/2015
|
$31,404,388.34
|
12/15/2015
|
1/15/2016
|
$31,372,482.00
|
1115/2016
|
2/15/2016
|
$31,351,817.34
|
2/15/2016
|
3/15/2016
|
$31,325,657.34
|
3/15/2016
|
4/15/2016
|
$31,299,378.00
|
4/15/2016
|
5/15/2016
|
$31,271,253.34
|
5/15/2016
|
6/15/2016
|
$31,242,998.67
|
6/15/2016
|
7/15/2016
|
$31,214,613.67
|
7/15/2016
|
8/15/2016
|
$31,186,097.67
|
8/15/2016
|
9/15/2016
|
$31,157,449.67
|
9/15/2016
|
10/15/2016
|
$31'128,670.00
|
10/15/2016
|
11/15/2016
|
$31,099,757.00
|
11/15/2016
|
12/15/2016
|
$31,070,710.00
|
12/15/2016
|
1/15/2017
|
$31,028,195.00
|
1115/2017
|
2/15/2017
|
$30,998,878.34
|
2/15/2017
|
3/15/2017
|
$30,969,426.67
|
3/15/2017
|
4/15/2017
|
$30,939,838.67
|
4/15/2017
|
5/15/2017
|
$30,910,114.00
|
5/15/2017
|
6/15/2017
|
$30,880,251.67
|
6/15/2017
|
7/15/2017
|
$30,850,250.34
|
7/15/2017
|
8/15/2017
|
$30,820,109.67
|
8/15/2017
|
9/15/2017
|
$30,789,829.34
|
9/15/2017
|
10/15/2017
|
$30,759,408.67
|
10/15/2017
|
11/15/2017
|
$30,728,846.34
|
11/15/2017
|
12/15/2017
|
$30,698,141.67
|
From and Including
|
To but Excluding
|
Notional Amount
|
12/15/2017
|
1/15/2018
|
$30,652,294.34
|
1/15/2018
|
2/15/2018
|
$30,621,304.34
|
2/15/2018
|
3/15/2018
|
$30,590,170.00
|
3/15/2018
|
4/15/2018
|
$30,558,557.67
|
4/15/2018
|
5/15/2018
|
$30,526,800.00
|
5/15/2018
|
6/15/2018
|
$30,494,896.00
|
6/15/2018
|
7/15/2018
|
$30,462,845.00
|
7/15/2018
|
8/15/2018
|
$30,430,646.00
|
8/15/2018
|
9/15/2018
|
$30,398,298.34
|
9/15/2018
|
10/15/2018
|
$30,365,801.34
|
10/15/2018
|
11/15/2018
|
$30,333,155.00
|
11/15/2018
|
12/15/2018
|
$30,300,357.67
|
12/15/2018
|
1/15/2019
|
$30,252,408.67
|
1/15/2019
|
2/15/2019
|
$30,219,307.34
|
2/15/2019
|
3/15/2019
|
$30,186,052.67
|
3/15/2019
|
4/15/2019
|
$30,152,644.34
|
4/15/2019
|
5/15/2019
|
$30,119,081.67
|
5/15/2019
|
6/15/2019
|
$30,085,363.67
|
6/15/2019
|
7/15/2019
|
$30,051,489.67
|
7/15/2019
|
8/15/2019
|
$30,017,458.34
|
Address:
|
SMBC Capital Markets, Inc.
|
277 Park Avenue, Fifth Floor
|
|
New York, NY 10172
|
|
Attention:
President
|
|
Telephone:
(212) 224-5022
|
|
Facsimile:
(212) 224-4938
|
|
(212) 225-5111 (for payment and reset notices)
|
Payments to Seller:
|
Depository:
|
JPMorgan Chase Bank, N.A. New York Branch
|
ABA Routing No.:
|
021000021
|
|
Address:
|
New York, NY
|
|
In Favor of:
|
SMBC Capital Markets, Inc.
|
|
Account No.:
|
544-7-77993
|
|
CHIPS:
|
295277
|
Address:
|
ATAX TEBS II, LLC
|
1004 Farnam Street, Suite 400
|
|
Omaha, Nebraska 68102
|
|
Attention: Chad
L.
Daffer
|
|
Phone: 402.930.3085
|
|
Fax: 402.930.3047
|
|
With a copy to: Mark Hiatt
|
|
1004 Farnam Street, Suite 400
|
|
Omaha, Nebraska 68102
|
|
Phone: 402.930.3085
|
|
Fax: 402.930.3047
with a copy to:
|
|
Kutak Rock LLP
|
|
1650 Farnam Street
|
|
Omaha, Nebraska 68102
|
|
Attention: Conal Hession
|
|
Facsimile: (402) 231-8806
|
|
Telephone: (402) 346-1148
|
Address:
|
Federal Home Loan Mortgage Corporation
|
8100 Jones Branch Drive
|
|
Mail Stop B2E
|
|
McLean, Virginia 22102
|
|
Attention: Multifamily Loan Accounting/Operational Close
|
|
Telephone: (703) 714-4177
|
|
Fax: 571-382-4798
|
|
E-Mail:
mfla@freddiemac.com
and
|
|
Federal Home Loan Mortgage Corporation
|
|
8100 Jones Branch Drive
|
|
Mail Stop B4G
|
|
McLean, Virginia 22102
|
|
Attention: Multifamily Asset Management/Servicing
|
|
Telephone: (703) 7
I
4-3194 (Steve Power)
E-Mail: mf spi hedge@freddiemac.com
|
|
and
|
|
Federal Home Loan Mortgage Corporation
|
|
8200 Jones Branch Drive
|
|
Mail Stop 210
|
|
McLean, Virginia 221 02
|
|
Attention: Managing Associate General Counsel- Multifamily
Real Estate (Legal Division)
|
|
Telephone: (703) 903-2538
|
|
E-Mail:
Joshua
schonfeld@freddiemac.com
|
|
Payments to Buyer (pursuant to Section 3, payments are to be made as will be specified): Bank Name: FRB New York
|
Of the Seller:
None
|
Of the Buyer:
None
|
|
(A) a written certification from Grantor that a decrease in the Aggregate Required Collateral Amount has resulted from the reduction of a Required Collateral Amount to $0 with respect to a Rate Cap Agreement pursuant to Section 8(c)(i), accompanied by the Termination Notice related to such reduction;
|
|
(B) a written certification from Grantor that a decrease in the Aggregate Required Collateral Amount has resulted from the reduction of the Required Collateral Amount to $0 with respect to a Rate Cap Agreement pursuant to Section 8(c)(ii), accompanied by the written certifications required under Section 8(c)(ii);
|
|
(C) a written certification from Grantor that a decrease in the Aggregate Required Collateral Amount has resulted from the reduction of the Required Collateral Amount to $0 with respect to a Rate Cap Agreement pursuant to Section 8(c)(iii), accompanied by the written certification and evidence required under Section 8(c)(iii);
|
|
(D) a written certification from Grantor that a decrease in the Aggregate Required Collateral Amount has resulted due to the Credit Event requiring the deposit of collateral to secure the Secured Obligations no longer existing pursuant to Section 8(c)(iv), accompanied by the written certification and evidence required under Section 8(c)(iv);
|
|
(E) a written certification from Grantor that a decrease in the Aggregate Required Collateral Amount has resulted due to an agreement among the Grantor, Freddie Mac and a Beneficiary pursuant to Section 8(c)(v), accompanied by an executed copy of such agreement; or
|
|
(F) a written certification from the Calculation Agent dated as of the date of Grantor's Request for Release of Collateral that the Cash Account Value immediately after withdrawal of the amount specified in the Request for Release of Collateral shall equal or exceed
110%
of the Aggregate Required Collateral Amount as calculated by a Dealer Poll (as defined hereinafter) conducted by Grantor and a written certification from Grantor showing in reasonable detail (including the names of the Reference Market-makers (as defined in Section 30(b)) the quotations from that Dealer Poll, provided that any withdrawals in reliance on Dealer Polls shall not exceed one in each calendar quarter. "Dealer Poll" means the Aggregate Required Collateral
|
If to Grantor:
|
SMBC Capital Markets, Inc.
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277 Park Avenue
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New York, NY 10172
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Attention: Larry Weissblum, Head of Operations
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Telephone: (212) 224-5061
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Facsimile: (212) 224-5111
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E-mail larry@smbc-cm.com
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If to the Collateral
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U.S. Bank National Association
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Trustee: |
1 Federal Street
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Boston, MA 02110
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Attention: Jodi L. Scully, Assistant Vice President
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Telephone: (617) 603-6446
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Facsimile: (617) 603-6638
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E-mail: jodi.scully@ usbank.com
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If to the Beneficiaries:
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At the address set forth for each Beneficiary in the applicable Supplement
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If to Freddie Mac:
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Federal Home Loan Mortgage Corporation
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8100 Jones Branch Drive
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Mail Stop B2E
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McLean, Virginia 22102
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Attention: Multifamily Loan Accounting/Operational Close
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Telephone: (703) 714-4177
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Fax: 571-382-4798
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E-Mail: mfla@freddiemac.com
and
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Federal Home Loan Mortgage Corporation
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8100 Jones Branch Drive
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Mail Stop B4G
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McLean, Virginia 22102
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Attention: Multifamily Asset Management/Servicing
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Telephone: (703) 714-3194 (Steve Power)
E-Mail: mf_spi_hedge@freddiemac.com
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and
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Federal Home Loan Mortgage Corporation
|
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8200 Jones Branch Drive
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Mail Stop 210
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McLean, Virginia 22102
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Attention: Managing Associate General Counsel - Multifamily Real Estate (Legal Division)
Telephone: (703) 903-2538
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E-Mail: Joshua_schonfeld@freddiemac.com
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Regarding: [Principal Amount, Loan Name, Servicer Name, Freddie Mac Loan Number]
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SMBC CAPITAL MARKETS, INC.
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||
By:
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/s/
Naoya Miyagaki
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Name:
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Naoya Miyagaki
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Title:
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President
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Date: | May 8, 2014 |
U.S. BANK NATIONAL ASSOCIATION, individually and as Collateral Trustee
|
||
By:
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/s/ Jodi L. Scully
|
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Name:
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Jodi L. Scully
|
|
Title:
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Assistant Vice President
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U.S. BANK NATIONAL ASSOCIATION, as Deposit Bank as to the provisions of Sections 3, 11, 12, 13, 15, 19, 24 and 31 only
|
||
By:
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/s/ Jodi L. Scully
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Name:
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Jodi L. Scully
|
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Title:
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Assistant Vice President
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[BENEFICIARY]
|
||
By:
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||
Name:
|
||
Title:
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Acknowledged by:
SMBC CAPITAL MARKETS, INC.,
as Grantor
|
||
By:
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||
Name:
|
||
Title:
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U.S. BANK NATIONAL ASSOCIATION,
as Collateral Trustee
|
||
By:
|
||
Name:
|
||
Title:
|
Yours sincerely,
[BENEFICIARY]
|
||
By:
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||
Name:
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||
Title:
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ATAX TEBS II, LLC
, a Delaware limited liability company
|
||||
By:
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AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership
|
|||
By:
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AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARNTERSHIP TWO, a Delaware limited partnership, its general partner
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|||
By:
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THE BURLINGTON GROUP, LLC, a Delaware limited liability company, its general partner
|
|||
By:
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/s/ Mark Hiatt
|
|||
Mark Hiatt
|
||||
Chief Operating Officer
|
Acknowledged by:
SMBC CAPITAL MARKETS, INC.,
as Grantor
|
||
By:
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/s/ Ng Ho | |
Name:
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Ng Ho | |
Title:
|
Officer |
U.S.
BANK NATIONAL ASSOCIATION
,
as Collateral Trustee
|
||
By:
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/s/ Natalia Gutierrez | |
Name:
|
Natalia Gutierrez | |
Title:
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Assistant Vice President |
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•
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The Guarantor is a Japanese corporation and in good standing under the laws of Japan and has full corporate power to execute, deliver and perform this Guaranty.
|
|
•
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The execution, delivery and performance of this Guaranty have been and remain duly authorized by all necessary corporate action and do not contravene any provision of the Guarantor's certificate of incorporation or By-laws, as amended to date, or any law, regulation, rule, decree, order, judgment or contractual restriction binding on the Guarantor or its assets.
|
|
•
|
All consents, licenses, clearances, authorizations and approvals of, and registrations and declarations with, any governmental authority or regulatory body necessary for the due execution, delivery and performance of this Guaranty have been obtained and remain in full force and effect and all conditions thereof have been duly complied with, and no other action by, and no notice to or filing with, any governmental authority or regulatory body is required in connection with the execution, delivery or performance of this Guaranty.
|
|
•
|
This Guaranty constitutes the legal, valid and binding obligation of the Guarantor enforceable against the Guarantor in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general equity principles.
|
Sumitomo Mitsui Banking Corporation
|
||
By:
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/s/ Ryoji Sato
|
|
Name:
|
Ryoji Sato
|
|
Title:
|
Attorney-in-Fact
|
PRESS RELEASE
|
FOR IMMEDIATE RELEASE
|
July 11, 2014
|
NEBRASKA DISTRIBUTION
|
CONTACT
:
|
Chad Daffer or Andy Grier
|
800/283-2357
|
|
·
|
The TOB facilities, which were to expire in June, August and October, 2014, were retired and replaced with long-term financing thereby addressing refinancing risks,
|
|
·
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The Partnership’s cost of borrowing was reduced from an effective rate of approximately 2.5% on the retired TOB facilities to an initial rate of approximately 1.5% on the TEBS Financing,
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·
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Overall balance sheet leverage was increased to levels in line with targeted leverage for the Partnership potentially allowing for additional investments and credit spread income, and
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|
·
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The Partnership’s overall cost of borrowing has been capped, through our hedging strategy, at a rate comparable to rates incurred recently by the Partnership.”
|