AMENDMENT TO SWAP DOCUMENTS (MLCS/MMA Realty)
Exhibit 10.47.I
EXECUTION COPY
AMENDMENT TO SWAP DOCUMENTS
(MLCS/MMA Realty)
(MLCS/MMA Realty)
THIS AMENDMENT TO SWAP DOCUMENTS (this “Amendment”), dated March 6, 2008, is entered into by
and among XXXXXXX XXXXX CAPITAL SERVICES, INC. (“MLCS”) and MMA REALTY CAPITAL, LLC (“MuniMae Swap
Counterparty”).
WHEREAS, MLCS and MuniMae Swap Counterparty entered into that certain ISDA Master Agreement,
dated as of February 1, 2007 (as amended, restated and/or supplemented from time to time, the
“Master Agreement”), together with the (a) Multicurrency-Cross Border Schedule to the Master
Agreement, dated as of February 1, 2007 (as amended, restated and/or supplemented from time to
time, the “Cross Border Schedule”), (b) Credit Support Annex to the Schedule to the Master
Agreement, dated as of February 1, 2007 (as amended, restated and/or supplemented from time to
time, the “Support Annex”), and (c) various Confirmations to the Master Agreement (all
collectively, as amended, supplemented and/or restated from time to time, including as supplemented
by the execution and delivery of additional Confirmations, the “Swap Agreement”); and
WHEREAS, the parties hereto desire to amend the Swap Agreement as herein provided.
NOW THEREFORE, in consideration of the foregoing and of the mutual covenants herein set forth,
the parties hereto hereby agree as follows:
Section 1. Amendments to Swap Agreement. The Swap Agreement is hereby amended as follows:
(a) The definition of “Other Eligible Support” is hereby amended to expressly include
the Guarantee of MuniMae TEI Holdings, LLC (“MuniMae TEI”) from MuniMae TEI to MLCS dated
March 6, 2008 relating to the Swap Agreement (the “MuniMae TEI Guarantee”).
(b) As used herein, the terms “Related Pledge Agreements” and “Related Swap Agreements”
have the meaning assigned to such terms in the “Pledge Agreement” (as defined in the MuniMae
TEI Guarantee).
(c) The Value of the MuniMae TEI Guarantee for purposes of the Support Annex shall be
an amount equal to 50% of the market value of the Pledged Equity (as defined in the Pledge
Agreement) determined by MLCS from time to time at its own election and which amount shall
equal the market value of the bonds owned by MuniMae XX Xxxx Subsidiary, LLC (“XX Xxxx Sub”)
as determined by MLCS in its sole discretion exercised in good faith (and consistent with
MLCS’s valuation of other multifamily housing bonds of similar credit and quality) together
with any cash held by XX Xxxx Sub not required to pay dividends or any accrued interest less
the cost of paying
off any senior obligations of XX Xxxx Sub and extinguishing any preferred shares of XX
Xxxx Sub with such costs determined by MLCS in its sole discretion exercised in good faith;
provided (i) the Value of Pledged Equity shall never exceed an amount equal to $100,000,000
multiplied by a percentage equal to the number of shares of MuniMae XX Xxxx Subsidiary, LLC
(“XX Xxxx Sub”) pledged to MLCS pursuant to the Pledge Agreement divided by the total number
of shares of XX Xxxx Sub outstanding. Notwithstanding the foregoing, the Value of the
MuniMae TEI Guarantee shall be deemed zero if less than 100% of the equity interests in XX
Xxxx Sub outstanding are pledged to MLCS in the aggregate pursuant to the Pledge Agreement
and the Related Pledge Agreements, and (ii) if the market value of the Pledged Equity under
the Pledge Agreement and under each of the Related Pledge Agreements in the aggregate, as
determined by MLCS in accordance with subsection (c), is less than $50,000,000, the Value of
the MuniMae TEI Guaranty shall be zero.
(d) The definition of “Credit Support Provider” is hereby amended to expressly include
MuniMae TEI.
(e) The definition of “Credit Support Document” is hereby expressly amended to include
the MuniMae TEI Guarantee and the Pledge Agreement.
(f) No Return Amount shall be due to the MuniMae Swap Counterparty, and any collateral
existing on the date hereof that expires prior to termination of the Swap Agreement shall be
required to be replaced with substitute collateral with a Value equal to the collateral
expiring (e.g., if a $1,000,000 letter of credit valued at $1,000,000 is expiring it shall
be replaced with $1,000,000 in cash or other collateral with a Value of $1,000,000) unless
the MuniMae Swap Counterparty and/or its affiliates post sufficient collateral with MLCS to
satisfy their collateral posting obligations under the Swap Agreement and each of the
Related Swap Agreements without consideration of any pledge of MuniMae TEI’s interest in XX
Xxxx Sub and MLCS is required to release its security interest in the Pledged Equity
pursuant to subsection (g) below; provided, however, without limitation, Collateral under
the Swap Agreement may be applied to make any required payment upon a termination of any
Confirmation under the Swap Agreement and to the extent that any Independent Amount is
reduced under the terms of the Swap Agreement as a result of such termination, the MuniMae
Swap Counterparty shall be entitled to a Return Amount in the form of returned collateral
with a Value equal to such Independent Amount reduction but only to the extent that such
collateral is in excess of what is required to be posted under the Swap Agreement.
(g) MLCS shall release its security interest in all Collateral (as defined in the
Pledge Agreement), including without limitation, the Pledged Equity, and agrees to terminate
the Pledge Agreement, the Related Pledge Agreements and any guarantees of MuniMae TEI
secured solely thereby, at any time MuniMae Swap Counterparty and/or its affiliates post
sufficient collateral with MLCS to satisfy their obligations under the Swap Agreement and
the Related Swap Agreements without consideration of any pledge of MuniMae TEI’s interest in
XX Xxxx Sub (with the understanding that once terminated MLCS shall not be required to
accept a similar pledge of the interests of XX Xxxx Sub in the future).
2
(h) MLCS shall release its security interest in the Pledged Equity at any time in order
to allow such Pledged Equity to be pledged to MLCS pursuant to one or more Related Pledge
Agreements simultaneously with such release, and agrees to cooperate with the MuniMae Swap
Counterparty to effectuate such transfer of Pledged Equity, but in each case only to the
extent that the Swap Agreement is over collateralized.
(i) While the Pledge Agreement is outstanding, an Event of Default under any Related
Swap Agreement (other than Event of Default caused by MLCS or one of its affiliates) shall
be an Event of Default under the Swap Agreement with respect to the MuniMae Swap
Counterparty.
Section 2. Ratification. As expressly amended hereby, the Swap Agreement and all documents
relating to and securing the same shall continue in full force and effect.
[Remainder of page intentionally left blank]
3
[Signature page to Amendment to Swap Documents]
| XXXXXXX XXXXX CAPITAL SERVICES, INC. | ||||||
| By |
|
|||||
| Name |
|
|||||
| Title |
|
|||||
[Signatures continued on following page]
[Signature page to Amendment to Swap Documents]
Acknowledged and consented to by:
| MUNICIPAL MORTGAGE & EQUITY, LLC | ||||||
| By |
|
|||||
| Name |
|
|||||
| Title |
|
|||||
2
