AMENDMENT TO PLEDGE AGREEMENTS	Exhibit 10.2


 


THIS AMENDMENT TO PLEDGE
AGREEMENTS (this “Amendment”), dated February 2, 2012, is entered into by and among MERRILL LYNCH CAPITAL SERVICES,
INC. (“MLCS”), MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED (“MLPFS”) and MUNIMAE
TEI HOLDINGS LLC (“TEI”).


 


WHEREAS, MLCS and TEI entered
into that certain Pledge Agreement (MLCS/MMA Financial) dated March 6, 2008, as amended, supplemented and/or restated from time
to time (the “MFH Pledge Agreement”), pursuant to which certain equity interests in MuniMae TE Bond Subsidiary, LLC
owned by TEI were pledged to secure TEI’s obligations with respect to the Swap Agreement as defined therein dated June 14,
2004 as amended, restated and/or supplemented from time to time;


 


WHEREAS, MLCS and TEI entered
into that certain Pledge Agreement (MLCS/TEI) dated March 6, 2008, as amended, supplemented and/or restated from time to time (the
“TEI Pledge Agreement”), pursuant to which certain equity interests in MuniMae TE Bond Subsidiary, LLC owned by TEI
were pledged to secure TEI’s obligations with respect to the Swap Agreement as defined therein dated December 5, 2003 as
amended, restated and/or supplemented from time to time;


 


WHEREAS, MLCS and TEI entered
into that certain Pledge Agreement (MLCS/MuniMae) dated March 6, 2008, as amended, supplemented and/or restated from time to time
(the “MMA Pledge Agreement”), pursuant to which certain equity interests in MuniMae TE Bond Subsidiary, LLC owned by
TEI were pledged to secure TEI’s obligations with respect to the Swap Agreement as defined therein dated April 28, 1997 as
amended, restated and/or supplemented from time to time;


 


WHEREAS, MLCS and TEI entered
into that certain Pledge Agreement (MLCS/MMA Realty) dated March 6, 2008, as amended, supplemented and/or restated from time to
time (the “MRC Pledge Agreement”), pursuant to which certain equity interests in MuniMae TE Bond Subsidiary, LLC owned
by TEI were pledged to secure TEI’s obligations with respect to the Swap Agreement as defined therein dated February 1, 2007
as amended, restated and/or supplemented from time to time;


 


WHEREAS, MLCS, MLPFS and
TEI entered into that certain Pledge Agreement dated March 6, 2008, as amended, supplemented and/or restated from time to time
(the “MLCS/MLPFS Pledge Agreement”), pursuant to which certain equity interests in MuniMae TE Bond Subsidiary, LLC
owned by TEI were pledged to secure TEI’s obligations with respect to the 2005 Pledge Agreement as defined therein as amended,
restated and/or supplemented from time to time;


 


WHEREAS, MLCS, MLPFS and
TEI entered into that certain Supplement to Guarantees and Pledge Agreements dated June 9, 2010, as amended, restated and/or supplemented
from time to time (the “Supplemental Pledge Agreement”), pursuant to which the TE Bond Sub Membership Interest as defined
therein was pledged to secure the Supplemented Obligations as defined therein;


 


WHEREAS, certain of the
Swap Agreements described above are the subject of that certain Second Amended and Restated Forbearance Agreement, dated as of
the date hereof (as amended, restated and/or supplemented from time to time, the “Forbearance Agreement”), pursuant
to which, during the Forbearance Period described therein and provided that certain conditions specified therein remain satisfied,
MLCS and MLPFS have agreed to forbear from exercising and from directing others to exercise certain rights and remedies with respect
to the Subject Event of Default described therein;


 


WHEREAS, the parties hereto
desire to amend the Pledge Agreements and the Supplemental Pledge Agreement referred to above (collectively, the “Pledges”)
as described in this Amendment; and


 


NOW THEREFORE, in consideration
of the foregoing and of the mutual covenants herein set forth, the parties hereto hereby agree as follows:


 


Section 23. Amendment
to Pledges. The Pledges are hereby amended to provide that the pledge of the equity interests
in MuniMae TE Bond Subsidiary, LLC owned by TEI to MLCS and MLPFS under the Pledges, together with the related guarantees of TEI
secured thereby, shall terminate upon satisfaction of the following conditions (collectively, the “Pledge Release Terms”):


 


(i)            All
of the Forbearance Release Terms (as defined in the Forbearance Agreement) were satisfied and, as applicable, remain satisfied;


 


(ii)           The
Letter of Credit No. WCERS 2005-01 posted under the MLCS/MMA Financial Swap Agreement is replaced with Eligible Collateral;


 


(iii)          Any
exposure of MLCS or MLPFS related to transactions with any MuniMae Entity is fully collateralized in a manner satisfactory to MLCS
and MLPFS in their sole and absolute discretion;



    	 



    	 



    

 


(iv)          Under
any agreement by and among MLCS, MLPFS, any MuniMae Entity and/or MuniMae TE Bond Subsidiary, LLC, there exists no breach, Event
of Default or Termination Event, as applicable, in respect of any MuniMae Entity and/or MuniMae TE Bond Subsidiary, LLC; and


 


(v)           Delivery
of an amendment to each of the Swap Agreements pursuant to which TEI shall covenant not to pledge, sell or transfer the equity
interests in MuniMae TE Bond Subsidiary, LLC, in whole or in part, without the prior written consent of MLCS and MLPFS exercised
in their sole and absolute discretion.


 


Section 24. Ratification.
As expressly amended hereby, the Pledges, and all documents relating to and securing the same, shall continue in full force and
effect as expressly modified herein, are hereby ratified and confirmed in all particulars and constitute the valid and binding
obligations enforceable against TEI in accordance with their terms.


 


Section 3. Counterparts.
This Amendment may be exercised in multiple counterparts, each of which shall constitute an original, but all of which together
shall constitute one and the same instrument.


 


Section 4. Definitions.
Any capitalized term used in this Amendment and not defined herein shall have the meaning ascribed to such term in the Pledges
or the Forbearance Agreement, as applicable.


 


Section 5. Representations.
Each party hereto hereby, including each party acknowledging and consenting to this Amendment, represents and warrants that it
has been duly authorized to execute this Amendment (including obtaining all necessary consents), that its signature page has been
validly executed, and that, as applicable, the related Swap Agreement to which it is a party, as hereby amended, constitute the
valid and binding obligations enforceable against such party in accordance with their terms.


 


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left blank]


 



    	 



    	 



    

 


[Signature page to Amendment
to Pledge Agreements]


 


	 	 	MERRILL LYNCH CAPITAL SERVICES, INC.	 
	 	 	 	 
	 	By: 	/s/   Daniel Nussbaum	 
	 	 	Daniel Nussbaum	 
	 	 	Authorized Signatory	 


 



    	 



    	 



    

 


[Signature page to Amendment
to Pledge Agreements]


 


	 	MUNIMAE TEI HOLDINGS, LLC
	 	 	 
	 	By:	/s/ Gary A. Mentesana
	 	Name:	Gary A. Mentesana
	 	Title:	Executive Vice President


   



    	 



    	 



    

 


[Signature page to Amendment
to Pledge Agreements]


 


	 	 	MERRILL, LYNCH, PIERCE, FENNER & SMITH

 INCORPORATED	 
	 	 	 	 
	 	By: 	/s/   Daniel Nussbaum	 
	 	 	Daniel Nussbaum	 
	 	 	Authorized Signatory	 


 



    	 



    	 



    

 


[Signature page to Amendment
to Pledge Agreements]


 


Acknowledged and Consented to
By:


 


	 	MMA Realty Capital, LLC
	 	 	 
	 	By:	/s/ Gary A. Mentesana
	 	Name:	Gary A. Mentesana
	 	Title:	Executive Vice President


 


	 	Municipal Mortgage and Equity, LLC 
	 	 	 
	 	By:	/s/ Gary A. Mentesana
	 	Name:	Gary A. Mentesana
	 	Title:	Executive Vice President


 


	 	MMA FINANCIAL HOLDINGS, INC.
	 	 	 
	 	By:	/s/ Gary A. Mentesana
	 	Name:	Gary A. Mentesana
	 	Title:	Executive Vice President