Nashua Performing Arts Center - NMTC Term Sheet
October 14, 2020
Confidential
Sources
Qualified Equity Investment $9,750,000
Managing Member Equity $975
Total $9,750,975
Uses
A Note
B Note
$7,108,850
$2,446,150
Sub-allocation fee to Allocatee $195,000
Sub-CDE retained cash $975
Total $9,750,975
QEI:
$9,750,000
Reserves:
None are currently required at the Sub-CDE level; however, the parties may
mutually agree to hold up to 5% of the QEI in a loan loss reserve at Sub-CDE.
Distributions:
Pursuant to the NMTC program, (i) if the Sub-CDE elects to be taxed as a
partnership, only an amount not to exceed the “operating income” of Sub-CDE
will be available for distribution to Investment Fund during the NMTC
Compliance Period and (ii) if the Sub-CDE elects to be taxed as a corporation,
the Sub-CDE will only be able to make distributions to the extent that such
distributions are treated as dividends for federal income tax purposes.
CDE Upfront and
Ongoing Fees &
Expenses:
Up-front Sub-Allocation Fee to MCD at Closing: $195,000
Annual CDE Asset Management Fees to MCD: $34,125 annually for the term of
the QLICI Loans, pro-rated for partial years.
Annual CDE Audit, Compliance AUP and Tax Preparation Fee to MCD:
$13,429 annually for the term of the QLIC] Loans, pro-rated for partial years.
Annual miscellaneous fee of $1,000 per year, pro-rated for partial years, totaling
$7,000 over the Compliance Period, which shall then be paid by Sub-CDE to
MCD.
Exit Fee: None
Sub-CDE
Reporting:
Sub-CDE will be responsible for collecting the reports and information to be
provided by Borrower, and furnishing the same to the Investor Member. Sub-
CDE will also be responsible for providing financial and tax reporting, as well as
copies of all reports and information provided to the CDFI Fund and the Investor
Member. The specific reporting requirements of Sub-CDE to the Investor
Member shall be negotiated and agreed upon by such parties.
Sub-CDE
Relnveatment
Reqaircments:
In any ard ali instances when less than 85% of the QEI remains as a QLICI as
defined in Section 45D of the Code, the Managing Member shall cause Sub-CDE
to reinvest proceeds in one or more replacement QLICIs (collectively, a
“Replacement QLICF’) in a cumulative amount nocessary to ensure that at least
98% of the QEI remains invested in one or more QLICIs. The specific terms
33231393
regarding the determination of a Replacement QLICI shall be negotiated and
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