Exhibit 10.2 05/14/2015






Exhibit 10.2
EXHIBIT 2.1(a)(ii)
REVOLVING LINE OF CREDIT NOTE
$50,000,000                                                     May 14, 2015
FOR VALUE RECEIVED, the undersigned AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership ("Borrower"), promises to pay to the order of BANKERS TRUST COMPANY ("Bank") at its office at 453 7th Street, Des Moines, Iowa 50309, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty Million Dollars ($50,000,000), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.
INTEREST:
(a)    Interest.  The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the 30-Day London Interbank Offered Rate (LIBOR) as published in the Wall Street Journal (the “Index”).  The Index is not necessarily the lowest rate charged by Bank on its loans.  If the Index becomes unavailable during the term of this loan, Bank may designate a substitute index after notifying Borrower.  Bank will tell Borrower the current Index rate upon Borrower’s request.  The interest rate change will not occur more often than once each month on the first day of each month.  Borrower understands that Bank may make loans based on other rates as well. Interest on the unpaid principal balance on this Note will be calculated as described in the “Interest Calculation Method” paragraph using a rate equal to the Index in effect from time to time plus the Margin (as hereinafter defined and as it is adjusted from time to time).  NOTICE:  Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.  
As used herein, the applicable “Margin” shall be determined in accordance with the following chart (with Senior Debt and Market Value of Assets defined and calculated in accordance with the terms contained in that certain Credit Agreement between Bank and Borrower dated May 14, 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)):
	
		
	Senior Debt/Market Value of Assets
	Margin

	Over 0.70
	3.50%

	≥ 0.65 but < 0.70
	3.00%

	< 0.65
	2.50%






Any change in the applicable Margin resulting from a change in the ratio of Borrower’s Senior Debt to Market Value of Assets shall be effective as of July 1 (for any change reflected in Borrower’s financial reporting for the period ending March 31), as of October 1 (for any change reflected in Borrower’s financial reporting for the period ending June 30), as of January 1 (for any change reflected in Borrower’s financial reporting for the period ending September 30), and as of April 1 (for any change reflected in Borrower’s financial reporting for the period ending December 31).
(b)    Interest Calculation Method.  Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.  All interest payable under this Note is computed using this method.
(c)    Payment of Interest.  Interest accrued on this Note shall be payable monthly on the first day of each month, commencing June 1, 2015.
(d)    Default Interest.  From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum equal to three percent (3%) above the rate of interest from time to time applicable to this Note.









BORROWING AND REPAYMENT:
(a)    Borrowing and Repayment.  Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of the Credit Agreement; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above.  The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for any Borrower, which balance may be endorsed hereon from time to time by the holder.  Each advance hereunder shall be repaid in accordance with the terms of the Credit Agreement.
(b)    Advances.  Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) _Craig S. Allen_ or _Mark A. Hiatt_, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account.  The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.
(c)    Application of Payments.  Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.
EVENTS OF DEFAULT:
This Note is made pursuant to and is subject to the terms and conditions of the Credit Agreement.  Any Event of Default under the Credit Agreement shall constitute an "Event of Default" under this Note.
MISCELLANEOUS:
(a)    Remedies.  Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate.  Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees, reasonably expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity.
(b)    Obligations Joint and Several.  Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several.
(c)    Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of Iowa.









IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.
	
						
	AMERICA FIRST MULTIFAMILY INVESTORS, L.P.
	 

	 
	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/ Craig S. Allen

	 
	 
	 
	Name:  Craig S. Allen

	 
	 
	 
	Title:   Chief Financial Officer