EX-10.1






Waiver and Fourth Amendment to Loan Documents




This Waiver and Fourth Amendment (this “Amendment”) is entered into as of October 15,
2007, among MuniMae TEI Holdings, LLC, a Maryland limited liability company (“MMTH”), MMA
Construction Finance, LLC, a Maryland limited liability company (“MMCF”), and MMA Mortgage
Investment Corporation, a Florida corporation (formerly known as Midland Mortgage Investment
Corporation, and referred to herein as “MMIC”) (each, individually, a “Borrower,”
and, collectively, the “Borrowers”), Municipal Mortgage & Equity, LLC, a Delaware limited
liability company (the “Guarantor”), Bank of America, N.A., a national banking association
(the “Administrative Agent”), and certain lenders party to the Credit Agreement (defined
below) from time to time (the “Required Lenders”).



RECITALS:




Reference is made to the following facts that constitute the background of this amendment:




	 	A.	 	The parties hereto are parties to that certain Credit Agreement, dated as of
November 12, 2004 (as amended by that certain First Amendment to Loan Documents dated
as of November 12, 2006, that certain Second Amendment to Loan Documents dated as of
May 14, 2007, that certain Waiver and Third Amendment to Loan Documents dated as of
August 31, 2007 (the “Third Amendment”), the “Credit Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the same
meanings herein as ascribed to them in the Credit Agreement;






	 	B.	 	Pursuant to the terms of that certain Waiver Letter for Delivery of Financials,
dated as of March 31, 2007, the Required Lenders agreed to permit:






	 	(i)	 	as to the Guarantor, the delivery of:






	 	1.	 	its restated, audited financial
statements for the fiscal years ending December 31, 2004, December
31, 2005 and December 31, 2006, certified by its independent
certified public accountants (the “Independent
Accountants”), as required by Sections 6.01(a) and
6.02(a) of the Credit Agreement, along with the associated
Compliance Certificate required by Section 6.02(b) of the
Credit Agreement (collectively, the “MuniMae Financial
Statements”), on or before November 30, 2007 (the “MuniMae
Deadline”);






	 	2.	 	copies of its final annual reports on
Form 10-K for the fiscal year ending December 31, 2006 and,
restated, for the fiscal years ending December 31, 2004 and December
31, 2005, filed with the United States Securities and Exchange
Commission, as required by Section 6.02(g) of the Credit
Agreement (the “Form 10-Ks”) on or before the MuniMae
Deadline; and






	 	3.	 	copies of its Form 10-Qs for the fiscal
quarters ending March 31, 2007, June 30, 2007 and September 30,
2007, filed with the United States Securities and Exchange
Commission, as required by Section 6.02(g) of the Credit
Agreement (the “Form 10-Qs”), on or before January 31, 2008;
and






	 	(ii)	 	as to MMCF, the delivery of its audited financial statements for
the fiscal year ended December 31, 2006, certified by its Independent
Accountants, as required by Sections 6.01(a) and 6.01(c) of
the Credit Agreement, and the related Compliance Certificate required by
Section 6.02(b) of the Credit Agreement (collectively, the “MMCF
Financial Statements”), on or before December 31, 2007;






	 	C.	 	Pursuant to the terms of the Third Amendment, the Administrative Agent and the
Required Lenders agreed to permit, as to MMIC, (i) the delivery of its audited
financial statements for the fiscal year ended December 31, 2006, certified by its
Independent Accountants, as required by Sections 6.01(a) and 6.02(a) of
the Credit Agreement, and the related Compliance Certificate, as required by
Section 6.02(b) of the Credit Agreement (collectively, the “MMIC Financial
Statements”, and, together with the MuniMae Financial Statements, and the MMCF
Financial Statements, the “Financial Statements”), on or before October 15,
2007;






	 	D.	 	The Loan Parties have advised the Administrative Agent and the Lenders that as
a result of their continuing efforts to restate certain of their historical GAAP
financial statements, the Loan Parties will be unable to deliver the Financial
Statements, the Form 10-Ks and, to the extent required, the Form 10-Qs, on or before
the respective deadlines set forth above;






	 	E.	 	In light of the foregoing, the Loan Parties have requested a waiver and consent
with respect to the Financial Statements;






	 	F.	 	The Loan Parties have also requested that the Loan Documents be amended in
additional ways described herein, including, without limitation, to provide for the use
of temporary escrow arrangements with respect to Committed Loans, the proceeds of which
are to be used for the origination or acquisition of Qualified Tax-Exempt Bonds; and






	 	G.	 	The Administrative Agent and the Required Lenders are willing to grant such
requests solely upon the terms and conditions set forth in this Amendment, including,
without limitation, the issuance of the Collateral Letter of Credit (as defined below)
and an increase to the Applicable Rate for Base Rate Loans and Eurodollar Rate Loans.





NOW, THEREFORE, in consideration of the foregoing, as well as the covenants, conditions and
agreements hereinafter set forth, and for other good and valuable consideration, the receipt and
adequacy of which are all hereby acknowledged, the Loan Parties, the Administrative Agent and the
Required Lenders hereby covenant and agree as follows:



1. Consent. Notwithstanding anything in the Loan Documents to the contrary, the Loan
Parties shall deliver the Financial Statements, the Form 10-Ks and, to the extent required, the
Form 10-Qs to the Administrative Agent and each Lender on or before February 15, 2008.



2. Waiver. In accordance with the terms of Section 10.01 of the Credit Agreement,
solely with respect to the Financial Statements, the Administrative Agent and the Required Lenders
hereby waive (i) compliance with Sections 6.01(a), 6.02(a) and 6.02(b) of
the Credit Agreement, and (ii) any Default or Event of Default under any Loan Document which may
have resulted or may result solely from the failure to timely deliver the Financial Statements,
provided that the same are delivered in accordance with Section 1 of this Amendment.
Failure to deliver the Financial Statements as so provided in Section 1 of this Amendment
shall constitute an Event of Default under the Credit Agreement.



3. Amendments to Security Agreement.



3.1 The Security Agreement is hereby amended by replacing Section 5 thereof in its
entirety with the following:




“5. Collateral Assignment and Transfer. Concurrently with the delivery by Borrower
to Administrative Agent of a Request for Credit Extension, for which Borrowers request the
inclusion of a Taxable Construction Loan in the Borrowing Base, the appropriate Borrower
shall execute, have notarized and deliver to the Administrative Agent (i) a collateral
assignment of Construction Note and Construction Loan Documents (a “Collateral
Assignment”) related thereto and (ii) an absolute assignment of Construction Note and
Construction Loan Documents (a “Transfer”) related thereto, each in recordable form
and otherwise in form and substance reasonably acceptable to Administrative Agent. Each
Collateral Assignment shall be held by Administrative Agent until such time as
Administrative Agent elects, in its sole discretion, to complete and record all or any of
the Collateral Assignments, in which event Borrowers hereby authorize and empower
Administrative Agent to complete and record all or any of the Collateral Assignments. Each
Transfer shall be held by Administrative Agent until such time that Administrative Agent or
a purchaser at foreclosure succeeds to the rights and interests of the applicable Borrower
in and to the Loan Collateral, pursuant to a public sale, private sale, judicial foreclosure
or other proceeding brought by Administrative Agent or by any other manner, in which event
Borrowers hereby authorize and empower Administrative Agent to complete and record all or
any of the Transfers. If Administrative Agent or a custodian does not have a Collateral
Assignment or Transfer with respect to any particular Taxable Construction Loan, the
appropriate Borrower shall upon demand of Administrative Agent execute and deliver an
appropriate Collateral Assignment or Transfer. In the event such Borrower shall fail to
execute such Collateral Assignment or Transfer within five (5) days after being requested to
do so by Administrative Agent, Borrowers hereby agree that Administrative Agent, in addition
to any other remedy available to Administrative Agent for Borrowers’ default, shall have the
right, but not the obligation, to execute, pursuant to the power of attorney granted to
Administrative Agent in Section 7 of this Agreement, such Collateral Assignment or
Transfer without the consent or joinder of any Borrower in order to evidence Administrative
Agent’s succession in interest to the appropriate Borrower in and to the applicable Loan
Collateral.”



3.2 In connection with the foregoing amendment to Section 5 of the Security Agreement,
(i) Section 7 of the Security Agreement is hereby amended by replacing clause (h) in its
entirety with the following: “(h) to execute and record any Collateral Assignment or Transfer as
contemplated by Section 5 and”; (ii) all other references to the capitalized defined terms
“Transfer of Note and Liens” and “Transfer” in the Security Agreement and the other Loan Documents
shall constitute references to the capitalized defined terms “Transfer” and/or “Collateral
Assignment” as the context so requires, in the Administrative Agent’s discretion; and (iii)
Exhibit A to the Security Agreement is deleted in its entirety.



4. Escrow Arrangement Amendment.



4.1 Section 1.01 of the Credit Agreement is hereby amended by adding the following
definitions:




“‘Approved Escrow Agent’ shall mean (i) an attorney or bond trustee reasonably
acceptable to the Administrative Agent, (ii) a title insurance company involved in a real
estate closing involving MMTH in the ordinary course of MMTH’s business, or (iii) an escrow
agent otherwise acceptable to the Administrative Agent in its sole discretion.”




“‘Approved Escrow Agreement’ has the meaning assigned to that term in Section
4.02(g) hereof.”




“‘Disbursement Account’ has the meaning assigned to that term in Section
2.02(b) hereof.”




“‘Permitted Escrow Arrangement’ shall mean an escrow arrangement whereby MMTH shall
deposit the proceeds of a Committed Loan with an Approved Escrow Agent to be used on or
before the second Business Day after such deposit for the origination or acquisition of a
Qualified Tax-Exempt Bond that has not been issued as of the date of the requested Credit
Extension.”




“‘Release Deadline’ has the meaning assigned to that term in Section 6.14
hereof.”



4.2 Section 2.02(b) of the Credit Agreement is hereby amended by deleting the last
sentence in its entirety and substituting the following in its stead:




“Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if
such Borrowing is the initial Credit Extension, Section 4.01), the Administrative
Agent shall make all funds so received available to the Borrowers in like funds as received
by the Administrative Agent by wire transfer of such funds, in each case in accordance with
instructions provided to (and reasonably acceptable to) the Administrative Agent by the
Borrowers. Notwithstanding anything to the contrary contained herein, in the event the
proceeds of a Committed Loan will be used for the origination or acquisition of a Qualified
Tax-Exempt Bond that has not been issued as of the date of the requested Credit Extension,
the Administrative Agent shall make all funds so received available to MMTH in like funds as
received by the Administrative Agent by crediting account no. 488006575753 (the
“Disbursement Account”) on the books of Bank of America with the amount of such
funds. The funds credited to the Disbursement Account shall be disbursed from the
Disbursement Account, pursuant to the terms hereof, to an Approved Escrow Agent.



4.3 Section 4.02 of the Credit Agreement is hereby amended by adding the following
provision to the Credit Agreement after Section 4.02(e) of the Credit Agreement:




“(f) At least one (1) Business Day prior to the date of the requested Credit Extension if
such Credit Extension is for a Committed Loan where MMTH will use a Permitted Escrow
Arrangement, the Administrative Agent shall have received (i) the name of the Approved
Escrow Agent and (ii) a fully-executed flow of funds letter, subject only to completion of
the amount of the “Equity Wire” and the amounts set forth on the “Disbursement Schedule” (as
such terms are defined in such flow of funds letter), containing terms and conditions
acceptable to the Administrative Agent in its unrestricted discretion, including, without
limitation, escrow instructions in substantially the form set forth on Exhibit I
attached hereto (an “Approved Escrow Agreement”).”



4.4 The exhibits to the Credit Agreement are hereby amended by adding Exhibit I
attached hereto as a new exhibit after Exhibit H to the Credit Agreement.



4.5 Section 6 of the Credit Agreement is hereby amended by adding the following
provision after Section 6.13 of the Credit Agreement:



“6.14. Permitted Escrow Arrangements.



(a) With respect to a Permitted Escrow Arrangement, on or before the second Business Day after
the proceeds of a Committed Loan are deposited with an Approved Escrow Agent (the “Release
Deadline”), all of the conditions precedent required for the Approved Escrow Agent to release
the proceeds of the Committed Loan, as set forth in the applicable Approved Escrow Agreement, must
be satisfied and the proceeds shall be released to or for the benefit of the issuer of the bond.
If the conditions precedent are not satisfied and the proceeds are not released on or before the
Release Deadline, the Loan Parties shall cause the Approved Escrow Agent to return the proceeds of
the Committed Loan to the Administrative Agent, for the benefit of the Lenders, in accordance with
the terms of the Approved Escrow Agreement.



(b) The Loan Parties shall deliver notice that any such funds have been released from escrow
by electronic mail to the Administrative Agent and the Administrative Agent’s counsel, on behalf of
the Lenders, on the same day the proceeds of a Committed Loan are released by an Approved Escrow
Agent pursuant to Section 6.14(a) hereof.



(c) The Loan Parties acknowledge and agree that interest shall accrue on the Committed Loans
the proceeds of which are held in Permitted Escrow Arrangements in accordance with the terms of
this Agreement.”



5. Security Interest in Disbursement Account.



5.1 As additional security for the Obligations, the Loan Parties hereby pledge, grant a
security interest in, mortgage, and collaterally assign and transfer to the Administrative Agent,
for and on behalf of the Lenders, all of the Loan Parties’ right, title and interest in and to (a)
the Disbursement Account, (b) all cash or cash equivalents now or hereafter on deposit in or
credited to the Disbursement Account (including, without limitation, any interest accrued thereon)
(the “Cash Collateral”), (c) all investments purchased as a result of the investment and
reinvestment of such Cash Collateral, including but not limited to, certificates of deposit,
whether represented by certificates or in uncertificated book entry form, and (d) all income,
increases, proceeds and substitutions of or to any of the foregoing.



5.2 In connection with the foregoing grant of a security interest, Section 1.01 of the
Credit Agreement is hereby amended by inserting the phrase “or any other Loan Document” after the
phrase “Borrower Security Agreement” in the definition of “Collateral”.



6. Amendment to Borrowing Base Submission Package. Exhibit H to the Credit
Agreement is hereby amended by adding the following sentence to the end of Section B and
Section C: “Borrowers shall deliver a copy of the final title policy to the Administrative
Agent within five (5) Business Days of Borrowers’ receipt of the same from the applicable title
insurance company.”



7. Amendment to Applicable Rate. Schedule 2.02 to the Credit Agreement is hereby
amended by:



7.1 replacing Section 1(a) thereof in its entirety with the following: “(a) For Base
Rate Loans, 0.25%.”; and



7.2 replacing Section 1(b) thereof in its entirety with the following: “(b) For
Eurodollar Rate Loans, 2.25%.”



8. Collateral Letter of Credit.



8.1 As additional security for the Obligations, the Guarantor shall cause an irrevocable
standby letter of credit to be issued by the General Retirement System of the City of Detroit to
the Administrative Agent, for the ratable benefit of the Lenders, for the account of the Guarantor
in an amount of $5,000,000.00 (“Collateral Letter of Credit”).



8.2 The Collateral Letter of Credit shall be in form and substance reasonably satisfactory to
the Administrative Agent and, in any event, shall have a stated expiration date at least thirty
(30) days after the Maturity Date. The Administrative Agent, for and on behalf of the Lenders,
agrees that it will not present a sight draft under the Collateral Letter of Credit unless an Event
of Default has occurred and is continuing. The Administrative Agent further agrees, for and on
behalf of the Lenders, that it shall return the Collateral Letter of Credit to the Guarantor for
cancellation upon receipt of the Financial Statements, the Form 10-Ks and, to the extent required,
the Form 10-Qs, in form and substance reasonably satisfactory to the Administrative Agent.



9. Waiver Fee. In consideration of the execution and delivery of this Amendment, the Loan
Parties, jointly and severally, agree to pay to the Administrative Agent the fee (the “Waiver
Fee”) described in that certain letter agreement of even date herewith between the Loan Parties
and the Administrative Agent (the “Fee Letter”). The Administrative Agent shall remit,
solely out of such funds actually received from the Loan Parties, to each Lender (including itself
as a Lender) that executes and delivers to the Administrative Agent a fully-executed counterpart of
this Amendment, a portion of the Waiver Fee in the amount of 0.10% of each such Lender’s
Commitment., as reflected on Schedule 2.01 of the Credit Agreement.



10. Conditions Precedent. The agreements set forth in this Amendment are conditional and
this Amendment shall not be effective until the following conditions have been fulfilled to the
satisfaction of the Administrative Agent:



10.1 receipt by the Administrative Agent of fully-executed counterpart originals of this
Amendment from each Loan Party and the Required Lenders, as well as of the Fee Letter from each of
the parties thereto;



10.2 receipt by the Administrative Agent of the Collateral Letter of Credit, along with an
opinion of counsel of the issuer of the Collateral Letter of Credit regarding the enforceability
thereof in form and substance reasonably satisfactory to the Administrative Agent;



10.3 receipt by the Administrative Agent of the Waiver Fee; and



10.4 the Disbursement Account shall have been established.



11. Condition Subsequent. On or before October 31, 2007 (the “Completion Date”),
the Loan Parties shall (i) execute and deliver to the Administrative Agent a fully-executed,
original Collateral Assignment, in recordable form and otherwise in form and substance reasonably
acceptable to the Administrative Agent, for each Taxable Construction Loan in the Borrowing Base as
of the Completion Date (collectively, the “Existing Assignments”) and (ii) take any action
and execute, deliver and/or file any documents, agreements or instruments necessary to permit the
Administrative Agent to record the Existing Assignments (the “Necessary Actions”). The
failure to deliver the Existing Assignments or perform the Necessary Actions by the Completion Date
shall, at the Administrative Agent’s option, be deemed to be an Event of Default.



12. Recording of Collateral Assignments. Subject only to the exceptions set forth below,
the Administrative Agent may, in its sole discretion, proceed with recording all or any of the
Existing Assignments upon receipt thereof. The Loan Parties have informed the Administrative Agent
that the Taxable Construction Loans with respect to the projects known as Moss Oaks I, Churchill at
Commerce, Monticello and Plantation (collectively, the “Applicable Projects”) will be
removed from the Borrowing Base before December 31, 2007. In reliance on the foregoing, the
Administrative Agent agrees that it will not record the Collateral Assignments for the Applicable
Projects; provided that, in the event any of the Applicable Projects remains in the Borrowing Base
on or after December 31, 2007, the Administrative Agent may, in its sole discretion, proceed with
recording the Collateral Assignment for such Applicable Project.



13. Representations and Warranties.



13.1 The Loan Parties, jointly and severally, represent and warrant to the Lenders and the
Administrative Agent that: (i) as of the date of this Amendment, each of the Loan Parties
continues to have sufficient access to capital and liquidity to discharge its obligations as they
arise and to conduct its business in the ordinary course, consistent with past practice; and (ii)
since June 30, 2007, no other lender or creditor has accelerated any of the Loan Parties’
Indebtedness or has charged default interest or other similar increased pricing with respect to any
of the Loan Parties’ Indebtedness.



13.2 The Loan Parties, jointly and severally, represent and warrant to the Lenders and the
Administrative Agent as of the date of this Amendment that: (i) no Default is in existence or will
result from the execution and delivery of this Amendment or the consummation of any transactions
contemplated hereby; (ii) each of the representations and warranties of the Loan Parties in the
Credit Agreement and the other Loan Documents is true and correct in all material respects on the
effective date of this Amendment (except for representations and warranties limited as to time or
with respect to a specific event, which representations and warranties shall continue to be limited
to such time or event) and (iii) this Amendment, the Credit Agreement (as amended by this
Amendment) and the other Loan Documents are legal, valid and binding agreements of the Loan Parties
and are enforceable against them in accordance with their terms.



14. Ratification. Except as hereby amended, the Credit Agreement, all other Loan Documents
and each provision thereof are hereby ratified and confirmed in every respect and shall continue in
full force and effect, and this Amendment shall not be, and shall not be deemed to be, a waiver of
any Default or of any covenant, term or provision of the Credit Agreement or the other Loan
Documents. In furtherance of the foregoing ratification, by executing this Amendment in the space
provided below, the Guarantor hereby absolutely and unconditionally (i) reaffirms its obligations
under the Guaranty, and (ii) absolutely and unconditionally consents to (a) the execution and
delivery by the Borrowers of this Amendment, (b) the continued implementation and consummation of
arrangements and transactions contemplated by the Credit Agreement and the other Loan Documents
(including, without limitation, as amended hereby), and (c) the performance and observance by each
Borrower and the Guarantor of all of its respective agreements, covenants, duties and obligations
under the Credit Agreement and the other Loan Documents (including, without limitation, as amended
hereby).



15. Counterparts. This Amendment may be executed and delivered in any number of
counterparts with the same effect as if the signatures on each counterpart were upon the same
instrument.



16. Amendment as Loan Document. Each party hereto agrees and acknowledges that this
Amendment constitutes a “Loan Document” under and as defined in the Credit Agreement.



17. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, BUT OTHERWISE
WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES); PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.



18. Successors and Assigns. This Amendment shall be binding upon, and shall inure to the
benefit of, each of the parties hereto, as well as to the Administrative Agent’s and the Lenders’
respective successors and assigns.



19. Headings. Section headings in this Amendment are included herein for convenience of
reference only and shall not constitute a part of this Amendment for any other purpose.



20. Integration. The Loan Documents, as amended by this Amendment, comprise the complete
and integrated agreement of the parties on the subject matter hereof and supersede all prior
agreements, written or oral, on such subject matter. This Amendment was drafted with the joint
participation of the parties hereto and shall be construed neither against nor in favor of any
party, but rather in accordance with the fair meaning hereof.



21. Further Assurances. The Loan Parties shall execute such other documents as may be
necessary or as may be required, in the opinion of counsel to the Administrative Agent, to effect
the transactions contemplated hereby and to extend the liens and/or security interests of all other
collateral instruments, as modified by this Amendment, including, without limitation, any
modifications to, or re-filing of any financing statements previously filed by the Administrative
Agent. The Loan Parties also agree to provide to the Administrative Agent, on behalf of the
Lenders, such other documents and instruments as the Administrative Agent reasonably may request in
connection with the execution and delivery hereof or the consummation of any transactions or
actions contemplated hereby.



22. No Course of Dealing. The Administrative Agent and the Required Lenders have entered
into this Amendment on the express understanding with each Borrower and the Guarantor that in
entering into this Amendment, the Administrative Agent and the Required Lenders are not
establishing any course of dealing with the Borrowers or the Guarantor. The Administrative Agent’s
and the Lenders’ rights to require strict performance with all of the terms and conditions of the
Credit Agreement and the other Loan Documents shall not in any way be impaired by the execution of
this Amendment. None of the Administrative Agent and the Lenders shall be obligated in any manner
to execute any further amendments or waivers and if such waivers or amendments are requested in the
future, assuming the terms and conditions thereof are satisfactory to them, the Administrative
Agent and the Lenders may require the payment of fees in connection therewith. Each of the Loan
Parties agrees that none of the ratifications and reaffirmations set forth herein, nor the
Administrative Agent’s nor any Lender’s solicitation of such ratifications and reaffirmations,
constitutes a course of dealing giving rise to any obligation or condition requiring a similar or
any other ratification or reaffirmation from the Borrowers or the Guarantor with respect to any
subsequent modification, amendment, consent or waiver with respect to the Credit Agreement or any
other Loan Document.



23. Jury Trial Waiver. THE BORROWERS, THE GUARANTOR, THE ADMINISTRATIVE AGENT AND THE
REQUIRED LENDERS, BY ACCEPTANCE OF THIS AMENDMENT MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, ARISING
OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT, THE CREDIT AGREEMENT, OR ANY OTHER LOAN
DOCUMENT CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF
DEALINGS, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT
LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS OF THE ADMINISTRATIVE
AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS
(WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY), AND AGREE THAT NO PARTY
WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR
HAS NOT BEEN WAIVED.



[Remainder of page intentionally left blank; signature pages follow]




1




IN WITNESS WHEREOF, this Amendment is executed effective as of the date first written
above.




BORROWERS:




MUNIMAE TEI HOLDINGS, LLC,


a Maryland limited liability company




By: /s/Edward J. Feldkamp IV

Name: Edward J. Feldkamp IV

Title: Vice President and Treasurer





MMA CONSTRUCTION FINANCE, LLC,






a Maryland limited liability company




By: /s/Edward J. Feldkamp IV

Name: Edward J. Feldkamp IV

Title: Vice President and Treasurer





MMA MORTGAGE INVESTMENT CORPORATION, a Florida




corporation




By: /s/Edward J. Feldkamp IV

Name: Edward J. Feldkamp IV

Title: Vice President and Treasurer





GUARANTOR:




MUNICIPAL MORTGAGE & EQUITY, LLC,






a Delaware limited liability company




By: /s/Edward J. Feldkamp IV

Name: Edward J. Feldkamp IV

Title: Vice President and Treasurer




[Signatures continue on next page]





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ADMINISTRATIVE AGENT:




BANK OF AMERICA, N.A., as administrative agent




By: /s/ Ugo Arinzeh

Name: Ugo Arinzeh

Title: Senior Vice President





REQUIRED LENDERS:




BANK OF AMERICA, N.A.




By: /s/ Ugo Arinzeh

Name: Ugo Arinzeh

Title: Senior Vice PresidentHolding 20% of the

Aggregate Commitments




U.S. BANK NATIONAL ASSOCIATION




By: /s/ A. Jeffrey Jacobson

Name: A. Jeffrey Jacobson

Title: Vice President





Holding 20% of the Aggregate Commitments




ROYAL BANK OF CANADA




By: /s/ Dan LePage

Name: Dan LePage

Title: Authorized Signatory





Holding 20% of the Aggregate Commitments



[Signatures continue on next page]





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CITICORP USA, INC.




By: /s/ Maria McKeon

Name: Maria McKeon

Title: Vice President





Holding 20% of the Aggregate Commitments




FANNIE MAE




By: /s/ Wayne R. Curtis

Name: Wayne R. Curtis

Title: Vice President





Holding 14% of the Aggregate Commitments




COMERICA BANK




By: /s/ Lisa Kotula

Name: Lisa Kotula

Title: Vice President





Holding 6% of the Aggregate Commitments



4




Exhibit I

REQUIRED ESCROW INSTRUCTIONS




TO BE INCLUDED WITH THE ESCROW INSTRUCTIONS OF A PERMITTED ESCROW ARRANGEMENT, IN ADDITION TO SUCH
OTHER TERMS AND CONDITIONS AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUIRE.



[Name of Approved Escrow Agent] hereby acknowledges and agrees that if the conditions set forth in
this flow of funds letter are not satisfied in full and the proceeds of the Bond Wire are not
released to or for the benefit of [name of issuer of bond] by the close of business on the second
business day after such proceeds of the Bond Wire are deposited as contemplated by this letter, a
portion of such proceeds in an amount equal to [amount of Committed Loan] shall be immediately
returned by wire transfer to account no. 488006575753 established by MuniMae TEI Holdings, LLC in
the name of, owned by and with Bank of America, N.A. (Wire Instructions: Bank of America; ABA # 026
009 593; Credit: # 488006575753; For Further Credit to: Munimae TEI Holdings, LLC).



1670906.7




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