Nashua Performing Arts Center - NMTC Term Sheet Confidential
October 14, 2020
opinions or other tax analyses) relating to such tax treatment and tax structure.
Termination:
1. Investor may terminate the agreement created by this letter by written
notice to Borrower if:
a. Project Sponsor or Borrower fails to comply with any material
term or condition of this letter,
b. Project Sponsor, Borrower or any of the owners thereof:
Nashua Performing Arts Center ~ NMTC Term Sheet Confidential
October 14, 2020
Deposit”) to be credited to the Project at closing.
Upon Investar’s counsel's legal fees reaching or exceeding 75% of the Initial
Deposit, Project Sponsor and/or Borrower shall be required to pay an additional
non-refundable deposit in the amount of $50,000 to Investor (the “Additional
Deposit’) to be credited to the Project at closing,
Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020
(c) that the lease should constitute a true lease for federal income tax
purposes; ;
(d) that cach of the QLICI Loans and Fund Loan should constitute true debt
for federal income tax purposes;
(¢) an economic substance opinion; and
(f) such other appropriate opinions as requested by Investor and CDE after
review of the structure and underlying transaction documentation.
Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020
Amortization: The QLICI Loans will be interest-only for at least seven (7)
years following the closing date. Thereafter, the loans will amortize on to-be-
agreed upon terms.
Nashua Performing Arts Center — NMTC Term Sheet Confidential
October 14, 2020
mutually agreed upon by the Managing Member and the Investor Member. |
QALICR
QALICB/Borrower | The Project consists of the acquisition, renovation and development of existing
Description: improvements located at 201 Main Street in the City of Nashua, New
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:
Nashua Performing Asts Center -- NMTC Term Sheet
October 14, 2020
Confidential
Reserves:
Subject to the terms of the final financial projections, a cash reserve may be
required at the Investment Fund level.
Distributions:
During the NMTC Compliance Period, cash received by Investment Fund from
Sub-CDE will be distributed and used as follows: (1) payment of permitted
administrative and operating expenses, including the annual management fee,
and (2) payment of interest on the Fund Loan.
Put/Call Agreement
Nashua Performing Arts Center —- NMTC Term Sheet Confidential
October 14, 2020
Collatera]: Investment Fund’s membership interest in Sub-CDE shall be
pledged to Fund Lender. The Fund Loan will have no direct lien on the real
estate or improvements associated with the Project.
Guarantees: None.
Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020
leverage loan (the “Fund Loan”) from Fund Lender in the amount necessary to
permit the funding of the $9,750,000 QEI into Sub-CDE together with payment
of any fees by Investment Fund and establishment of any reserves identified in
the financial projections. Investor equity and the Fund Loan will both fully
fund on the transaction closing date.
Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020
Investment Fund Leverage Lender: A to-be-formed entity, which is anticipated
to be 201 Main Street Financing Corp. (“Fund Lender”). The Fund Lender's
