AMERICA FIRST MULTIFAMILY INVESTORS, LP: Entry into Material Definitive Agreement, Financial Statements and Exhibits (Form 8-K)

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Section 1.01 Entering into a Material Definitive Agreement.

Second Amendment to the Amended and Restated Credit Agreement

On July 29, 2022, America First Multifamily Investors, LP (the “Partnership”) has entered into a second amendment (the “Second Amendment”) to the Amended and Restated Credit Agreement (the “Amended Credit Agreement”) with Bankers Trust Company
(“Bankers’ confidence“) which amends certain provisions of the Amended and Restated Credit Agreement between the Partnership and Bankers’ confidence date August 23, 2021as amended by the First Amendment to the Amended and Restated Credit Agreement dated April 29, 2022 (the “First Amendment”). Under the Second Amendment, the limited partnership was required to pay Bankers’ confidence extension fees in the amount of $90,000 and administration costs of $20,000.

Significant changes to the Second Amendment Amended and Restated Credit Agreement included changing the Revolving Loan Maturity Date (as defined in the Amended Credit Agreement) to June 30, 2024; the addition of Section 2.1(m) granting the Partnership the option to extend the maturity date of the Revolving Loan for a twelve-month term up to two times, subject to certain terms and conditions, including payment of extension costs $25,000 for each expansion; the deletion of section 6.3 which previously defined certain restricted payments; replacing Section 5.3(a) with a covenant that the ratio of the Partnership’s senior debt to adjusted total assets (as defined in the Second Amendment) shall not exceed 85%; the modification of the interest rate conditions in section 2.1(a), as set out below in the context of the revolving credit note; amendment to Section 5.2(c) requiring the Partnership to notify Bankers’ confidence defaults under agreements with other creditors; adding an event of default to Section 7.1(m) if the Partnership’s Total Capital (as defined in the Second Amendment) falls below
$227,000,000 or 50% of the greater of the total capital from the date of the amended and restated credit agreement; the addition of an event of default to Section 7.1(m) if the Partnership’s beneficiary unit certificates representing assigned limited partnership interests (“BUC”) are delisted or otherwise involuntarily withdrawn from NASDAQ or another national stock exchange; adding an event of default to Section 7.1(o) if the Partnership fails to file with the
Security and Exchange Commission its Form 10-K within 90 days of the end of each fiscal year or fails to file its Form 10-Q within 45 days of the end of each fiscal quarter; and amending Section 2.1(c) to eliminate the Partnership’s ability to finance purchases of improvements to existing or to be constructed multifamily properties under the Amended Credit Agreement. Various other amendments, modifications and deletions have been made to the terms and definition in connection with the material changes noted above.

Revolving line of credit note

As part of the Second Amendment, the Partnership has also signed a new revolving line of credit note (the “Note”) payable to Bankers’ confidence
with a commitment amount of up to $50,000,000 date July 29, 2022which replaced in its entirety the revolving credit note dated August 23, 2021
made by the limited partnership payable to the order of Bankers’ confidence (the “Preliminary Note”). The note contains some changes to the prior note, as listed below.

The interest rate provisions of the note are the same as those set forth in the prior note, with the following modifications. The note now provides that interest will accrue at a margin of 2.50% plus a variable component based on the one-month forward-looking guaranteed overnight rate as published by
CME Group Benchmark Administration Limited (the “Term SOFR Rate”), it being understood that if ever this rate is less than 0.10%, the Term SOFR Rate will be deemed to be 0.10%. The note states that if for any reason the forward SOFR rate is not published on that day, the forward SOFR rate will be the forward SOFR rate as published by the forward SOFR administrator on the first day. previous business day for which this forward SOFR rate was published. by the Term SOFR Administrator. Whether
Bankers’ confidence determines, in its sole and absolute discretion, that the Forward SOFR Rate has become unavailable or unreliable, temporarily, indefinitely or permanently, during the term of this Note, Bankers’ confidence may modify this note by designating a substantially similar replacement index approved by the Federal Reserve Bank of New York or a committee officially approved or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereof. In addition, the Note will mature and all unpaid principal and accrued and unpaid interest will be due and payable in full on June 30, 2024, subject to extension in accordance with the terms and conditions set forth in Section 2.1(m) of the Amended Credit Agreement. Except as described above, the material terms of the ticket remain the same as those of the prior ticket.

The foregoing descriptions of the Second Amendment and Note are summaries and are qualified in their entirety by reference to the full text of the Second Amendment and Note, copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this report. current on Form 8-K and incorporated herein by reference.

In addition, the full text of the Amended and Restated Credit Agreement, which was attached as Exhibit 10.1, to the current Report on Form 8-K filed by the Partnership with the Security and Exchange Commission (“SEC”) on August 25, 2021and the First Amendment, which was attached as Exhibit 10.1 to the current report on Form 8-K filed by the partnership with the SECOND on April 29, 2022are incorporated herein by reference.

On August 1, 2022, the Partnership issued a press release announcing the Second Amendment and Note, a copy of which is attached as Exhibit 99.1. ————————————————– —————————— Forward-Looking Statements

Certain statements in this report are intended to be covered by the “forward-looking statements” safe harbor under the Private Securities Litigation Reform Act of 1995. Such forward-looking statements can generally be identified by the use of statements that include, but are not limited to, expressions such as “believe”, “expect”, “future”, “anticipate”, “intend”, “plan”, “expect”, “may”, “should”, “will”, “estimate”, “potential”, “continue” or other similar words or expressions. Similarly, statements that describe objectives, plans or goals are also forward-looking statements. Such forward-looking statements involve inherent risks and uncertainties, many of which are difficult to predict and generally beyond the Partnership’s control. The Partnership cautions readers that a number of important factors could cause actual results to differ materially from those expressed, implied or projected by such forward-looking statements. Risks and uncertainties include, but are not limited to: general economic, geopolitical and financial conditions, including the current and future impact of changing interest rates, inflation, international conflicts and the novel coronavirus (COVID-19) on business operations, employment, and financial conditions; the current maturities of the Partnership’s funding agreements and the Partnership’s ability to renew or refinance such funding agreements; defaults on mortgages securing the Partnership’s Mortgage Revenue Obligations; the competitive environment in which the Partnership operates; risks associated with investing in multi-family and student residential properties and commercial properties; changes in interest rates; the ability of the Partnership to use borrowings or obtain capital to finance its assets; clawback of low-income housing tax credits previously issued pursuant to Section 42 of the Internal Revenue Code; changes in the United States Department of Housing and Urban Development investment fund program; geographic concentration within the mortgage bond portfolio held by the Partnership; credit risk related to federal housing program funding; changes to the Internal Revenue Code and other government regulations affecting the Partnership’s business; and other risks detailed in the Partnership SECOND filings (including, but not limited to, the partnership’s annual report on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K). Readers are urged to carefully consider these factors when evaluating forward-looking statements.

If any of these risks or uncertainties materialize, or if any of the assumptions underlying these forward-looking statements prove incorrect, future developments and events with respect to the Partnership presented in this report may differ materially from those expressed or implied by these forward-looking statements. research statements. You are cautioned not to place undue reliance on such statements, which speak only as of the date of this document. We anticipate that subsequent events and developments will cause our expectations and beliefs to change. The Partnership undertakes no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unforeseen events, unless required to do so by federal laws on securities.

Item 9.01 Financial statements and supporting documents.

(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.

Exhibit
Number    Description
 10.1       Second Amendment to Amended and Restated Credit Agreement date July 29,
          2022 between America First Multifamily Investors, L.P. and Bankers Trust
          Company.
 10.2       Revolving Line of Credit Note dated July 29, 2022 between America First
          Multifamily Investors, L.P. and Bankers Trust Company.
 10.3       Amended and Restated Credit Agreement dated August 23, 2021 between
          America First Multifamily Investors, L.P. and Bankers Trust Company
          (incorporated herein by reference to Exhibit 10.1 to Form 8-K (No.
          000-24834), filed by the Partnership on August 25, 2021).
 10.4       First Amendment to Amended and Restated Credit Agreement dated April
          29, 2022 between America First Multifamily Investors, L.P. and Bankers
          Trust Company (incorporated herein by reference to Exhibit 10.1 to Form
          8-K (No. 000-24834), filed by the Partnership on April 29, 2022).
 99.1       Press Release dated August 1, 2022.
 104      Cover Page Interactive Data File (embedded within the Inline XBRL
          document)



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