atax-ex101_304.htm



 

Exhibit 10.1

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

(A Delaware Limited Partnership)

Series A Preferred Units of Limited Partnership Interest

SUBSCRIPTION AGREEMENT FOR

ADDITIONAL SUBSCRIPTIONS BY EXISTING SERIES A PREFERRED UNITHOLDERS

Subscription Date:  March 3, 2017 

Cash Subscription Amount: $6,131,000


	
To:
	
America First Multifamily Investors, L.P.




c/o The Burlington Capital Group LLC

1004 Farnam Street, Suite 400

Omaha, Nebraska 68102

Attention: Craig S. Allen, Chief Financial Officer

In consideration of the premises set forth herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.The undersigned subscriber (the "Subscriber"), an existing holder of Series A Preferred Units of Limited Partnership Interests (the "Series A Preferred Units") of AMERICA First MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership (the "Partnership"), does hereby subscribe for and agrees to purchase additional Series A Preferred Units of the Partnership in the amount set forth above, such subscription to be effective as of the Subscription Date set forth above.

2.The Subscriber agrees and acknowledges that in connection with the Subscriber's original investment in the Partnership, the Subscriber tendered subscription documents consisting of a Subscription Agreement, Confidential Subscriber Questionnaire, and Counterpart Signature Page to Partnership's Amended and Restated Agreement of Limited Partnership, as amended (collectively, the "Subscription Documents").

3.The Subscriber reaffirms all of the representations, warranties, covenants, and agreements on the part of the Subscriber which were set forth in the Subscription Documents (which are incorporated herein by reference), except for the subscription amount and subscription date, with the same force and effect as if set forth in full herein on the date hereof. The Subscriber also confirms to The Burlington Capital Group LLC, as the general partner of America First Capital Associates Limited Partnership Two, the general partner of the Partnership (the "General Partner"), and the Partnership that all of the information contained in the Confidential Subscriber Questionnaire, which is part of the Subscription Documents, is true and correct as of the date hereof and that the effect of the execution of this instrument by the Subscriber is the same as the re-execution of all of the Subscription Documents on the date hereof except as above provided.

4.The Subscriber hereby agrees to submit a wire transfer for the credit of the Partnership in the amount of the Subscriber's additional subscription amount, as set forth above, and agrees that such wire, and this Subscription Agreement, are being delivered subject to the General Partner's acceptance of the additional subscription contained herein and subject further to the terms and conditions of the Amended and Restated Agreement of Limited Partnership of the Partnership, as amended, the Memorandum, as amended and /or supplemented from time to time, this Subscription Agreement for Additional Subscriptions by Existing Series A Preferred Unitholders, and the Subscription Documents.

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5.All capitalized terms not otherwise defined herein shall have the meanings set forth in the Subscription Documents.

IN WITNESS WHEREOF, the parties have signed this Subscription Agreement for Additional Subscriptions by Existing Series A Preferred Unitholders as of the dates set forth opposite their names below.

PNC Community Development Corporation

Name of Subscriber (please print)

 


	
1900 East Ninth Street, Cleveland, OH 44114

	
Name and Address of Financial Institution Wiring/Paying Subscription Monies




 


	
/s/ David M. Eddy, Vice President & Relationship Manager

	
Name, Signature and Title of Authorized Person of Subscriber* 

	
March 3, 2017

	
Date




 

 



•By signing above the Subscriber certifies that the Subscriber has read this Subscription Agreement and agrees to be bound by its terms.

 

 



 

 

SELECTION OF DESIGNATED TARGET REGION:

The Subscriber indicated above hereby selects the following as the Designated Target Region for the Subscriber's additional investment:

 

Complete One: (refer to specific investment allocation below)

The State of                                                                                                       

The multi-state region including                                                                       

The metropolitan area of                                                                                   

The entire United States.

The Subscriber also may specify the amount of the Subscriber's additional investment proceeds to be allocated to one or more of the following Specified CRA Assets:

Post Woods Apartments (Franklin County, OH)

Willow Bend Apartments, (Franklin County, OH)

Crescent Village Apartments, (Butler County, OH)

Brookstone Apartments (Lake County, IL)

 

The Subscriber may also request an allocation of capital to specific investments already within the portfolio. Such requests to be allocated as according to the "CRA Credit Allocation Methodology" set forth in the Memorandum and subject to confirmation by the General Partner.

 


			
	
Property Name
	
State
	
Allocation Request Amount

	
Willow Bend (Franklin County)
	
OH
	
$507,572

	
Post Woods (Franklin County)
	
OH
	
$1,126,271

	
Crescent Village (Butler County)
	
OH
	
TBD

	
Brookstone (Lake County)
	
IL
	
TBD

	
 
	
 
	
 

	
Total
	
 
	
$6,131,000




 

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By signing this document, the Subscriber acknowledges reading and agrees to the provisions set forth in the section captioned "CRA Credit Allocation Methodology" of the Memorandum. The Subscriber acknowledges that the General Partner provides no guarantee that the Subscriber will receive CRA credit for its investment in the Series A Preferred Units.

 

Accepted:

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

By: America First Capital Associates Limited Partnership Two, its General Partner 

By: The Burlington Capital Group LLC, it’s General Partner

 


	
By:
	
 
	
 /s/ Lisa Y. Roskens
	
 
	
Date:
	
 
	
March 3, 2017

	
 
	
 
	
        Lisa Y. Roskens
	
 
	
 
	
 
	
 

	
 
	
 
	
 
	
 
	
 
	
 
	
 

	
Title:
	
 
	
Chief Executive Officer
	
 
	
 
	
 
	
 




 

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