MMA Capital Holdings, Inc. – CREDIT AGREEMENT dated as of September 19, 2019 among MMA ENERGY HOLDINGS, LLC, as Borrower, EAST WEST BANK, as Administrative Agent and Collateral Agent and THE LENDERS PARTY HERETO, as Lenders (September 19th, 2019)This CREDIT AGREEMENT, dated as of September 19, 2019 (as it may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is entered into among MMA ENERGY HOLDINGS, LLC, a Maryland limited liability company (the “Borrower”), and EAST WEST BANK (“EWB”), as Administrative Agent (in such capacity, together with its successors and assigns, the “Administrative Agent”), and as Collateral Agent (in such capacity, together with its successors and assigns, the “Collateral Agent”) and each financial institution listed on the signature pages hereto as a Lender, and any other Person that becomes a party hereto pursuant to an Assignment Agreement or in a Joinder Agreement (together with their respective successors and assigns, the “Lenders”).
MMA Capital Holdings, Inc. – CERTIFICATE OF INCORPORATION (January 2nd, 2019)I, the undersigned, for the purpose of creating and organizing a corporation under the provisions of and subject to the requirements of the General Corporation Law of the State of Delaware (the “DGCL”), certify as follows:
MMA Capital Holdings, Inc. – BY-LAWS (January 2nd, 2019)
Mma Capital Management, Llc – MEMBERSHIP INTEREST PURCHASE AGREEMENT (June 4th, 2018)THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) dated as of the 1st day of June, 2018 by and among MMA ENERGY CAPITAL, LLC, a Maryland limited liability company (“MEC”), RENEWABLE DEVELOPER HOLDINGS, LLC, a Delaware limited liability company (“Seller”), RENEWABLE ENERGY LENDING, LLC, a Delaware limited liability company (the “Company”), and solely for the purposes of Sections 1.4, 1.6, 3.4 and 4.2 through 4.13, HUNT INVESTMENT MANAGEMENT, LLC, a Delaware limited liability company (“Hunt” and collectively with MEC and Seller, the “Parties”).
Mma Capital Management, Llc – ASSIGNMENT AND ASSUMPTION AGREEMENT (March 16th, 2018)This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made as of February 2, 2018 (the “Effective Date”), by and between Hunt FS Holdings, LLC, a Delaware limited liability company (the “Assignor”), Hunt FS Holdings I, LLC, a Delaware limited liability company (the “Assignee”) and MMA Capital Management, LLC, a Delaware limited liability company (the “Lender”).
Mma Capital Management, Llc – OMNIBUS CONSENT AND AMENDMENT IN RESPECT OF TRANSACTION DOCUMENTS (March 16th, 2018)THIS OMNIBUS CONSENT AND AMENDMENT IN RESPECT OF TRANSACTION DOCUMENTS (this “Consent”) is made and entered into as of February 2, 2018 (the “Effective Date”), by and among MMA Capital Management, LLC, a Delaware limited liability company (“MMAC”), MMA Financial, Inc., a Maryland corporation (“Seller”), MMA Energy Capital, LLC, a Maryland limited liability company (“MEC”), Hunt FS Holdings II, LLC, a Delaware limited liability company (“Buyer”), Hunt Companies, Inc., a Delaware corporation (“Hunt”), Hunt FS Holdings, LLC, a Delaware limited liability company (“Hunt FS Holdings”) and Hunt FS Holdings I, LLC, a Delaware limited liability company (“Hunt FS Holdings I”).
Mma Capital Management, Llc – Agreement Regarding Share Acquisition and Retention (January 9th, 2018)THIS AGREEMENT REGARDING SHARE ACQUISITION AND RETENTION (this “Agreement”) is made of the 1st day of January, 2018, by and between David C. Bjarnason (“Employee”) and MMA Capital Management Inc. (“Employer” or “Company”).
Mma Capital Management, Llc – TRANSFER AGREEMENT (January 9th, 2018)This TRANSFER AGREEMENT (this “Agreement”) dated as of the 8th day of January, 2018, between MMA Capital Management, LLC (“MMAC” or “Buyer”); and MG Woodside, LLC (“Seller”), recites and provides as follows:
Mma Capital Management, Llc – Agreement Regarding Share Acquisition and Retention (January 9th, 2018)THIS AGREEMENT REGARDING SHARE ACQUISITION AND RETENTION (this “Agreement”) is made of the 1st day of January, 2018, by and between Gary A. Mentesana (“Employee”) and MMA Capital Management Inc. (“Employer” or “Company”).
Mma Capital Management, Llc – PURCHASE AND SALE AGREEMENT (January 9th, 2018)This PURCHASE AND SALE AGREEMENT (this “Agreement”) dated as of the 8th day of January, 2018, among Charles M. Pinckney, LLC; Johnson Holdings, LLC; and Morrison Grove CS Venture Partner, Inc. (collectively, the “MGM Principals” or “Sellers”); MMA Capital Management, LLC (“MMAC”, and together with its successors and permitted assigns, “Buyer”), recites and provides as follows:
Mma Capital Management, Llc – Agreement Regarding Share Acquisition and Retention (January 9th, 2018)THIS AGREEMENT REGARDING SHARE ACQUISITION AND RETENTION (this “Agreement”) is made of the 1st day of January, 2018, by and between Michael L. Falcone (“Employee”) and MMA Capital Management Inc. (“Employer” or “Company”).
Mma Capital Management, Llc – MASTER TRANSACTION AGREEMENT by and among MMA CAPITAL MANAGEMENT, LLC, MMA FINANCIAL, INC., MMA ENERGY CAPITAL, LLC, HUNT FS HOLDINGS II, LLC and (solely with respect to its express obligations under Article V) HUNT COMPANIES, INC. dated as of January 8, 2018 (January 9th, 2018)THIS MASTER TRANSACTION AGREEMENT (this “Agreement”), dated as of January 8, 2018, is entered into by and among MMA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“MMAC”), MMA FINANCIAL, INC., a Maryland corporation (“Seller”), MMA ENERGY CAPITAL, LLC, a Maryland limited liability company (“MEC”), HUNT FS HOLDINGS II, LLC, a Delaware limited liability company (“Buyer”) and, solely with respect to its express obligations under Article V, HUNT COMPANIES, INC., a Delaware corporation (“Hunt”).
Mma Capital Management, Llc – MMA Capital Management Announces Sale of Asset Management Businesses for $57 million, External Management Agreement and $8.375 Million Private Placement (January 9th, 2018)BALTIMORE, Jan. 8, 2018 /PRNewswire/ -- MMA Capital Management, LLC (NASDAQ: MMAC) ("MMA Capital" or "the Company") today announced a series of agreements with affiliates of Hunt Companies, Inc. (collectively, "Hunt") pursuant to which the Company sold to Hunt its low-income housing tax credit ("LIHTC") business, its international investment management business, its renewable energy lending underwriting platform and certain miscellaneous non-core assets. Additionally, the Company's option to purchase the LIHTC business of Morrison Grove Management, LLC ("MGM") was converted to a purchase agreement subject to certain conditions precedent (the "MGM Agreement"). Hunt has the right to take an assignment of the MGM Agreement which, if exercised, will result in Hunt also acquiring the MGM LIHTC business. In conjunction with the sale transaction, the Company also engaged Hunt to perform the day-to-day operations of the Company, including investment, management and financial reporting services
Mma Capital Management, Llc – PURCHASE MONEY NOTE (January 9th, 2018)In partial consideration of the transfer to the undersigned Maker by MMA Capital Management, LLC (“Payee”) and certain of its Affiliates of the Transferred Assets described in Master Transaction Agreement (as herein defined), Maker promises to pay to the order of Payee the principal sum of FIFTY-SEVEN MILLION DOLLARS ($57,000,000) (subject to adjustments in accordance with the terms of the Master Transaction Agreement and reduction pursuant to Section 24 below), together with interest on the outstanding principal balance hereunder from the date hereof at the rate and in the manner set forth below. The following terms shall apply to this Purchase Money Note (this “Note”).
Mma Capital Management, Llc – MANAGEMENT AGREEMENT by and between MMA CAPITAL MANAGEMENT, LLC and HUNT INVESTMENT MANAGEMENT, LLC (January 9th, 2018)THIS MANAGEMENT AGREEMENT, dated as of January 8, 2018, by and between MMA Capital Management, LLC, a Delaware limited liability company (the “Company”), and Hunt Investment Management, LLC, a Delaware limited liability company (the “Manager”).
Mma Capital Management, Llc – UNAUDITED PRO FORMA CONDENSED FINANCIAL INFORMATION (January 9th, 2018)On January 8, 2018, MMA Capital Management, LLC (the “Company”) entered into a series of material definitive agreements with affiliates of the Hunt Companies, Inc. (“Hunt”), in which the Company sold certain business lines and assets to Hunt and converted to an externally managed business model by engaging Hunt to perform management services for the Company. The Company also agreed to issue, and Hunt agreed to acquire, 250,000 of the Company’s common shares in a private placement at an average purchase price of $33.50 per share.
Mma Capital Management, Llc – PLEDGE AND SECURITY AGREEMENT (January 9th, 2018)THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made this 8th day of January, 2018, by and between HUNT FS HOLDINGS, LLC, a Delaware limited liability company (the “Pledgor”), and MMA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Lender”).
Mma Capital Management, Llc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Bjarnason) (January 9th, 2018)THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of the 1st day of January, 2018, but effective only as of the Effective Date described in Section 3 hereof, by and between MMA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“MMAC”) and DAVID C. BJARNASON (“Employee”).
Mma Capital Management, Llc – RENEWABLE ENERGY LENDING, LLC First AMENDMENT to LIMITED LIABILITY COMPANY OPERATING AGREEMENT (January 9th, 2018)This FIRST AMENDMENT TO LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Amendment”) of Renewable Energy Lending, LLC, a Delaware limited liability company (the “Company”), is made and entered into as of January 8, 2018, by and between Renewable Developer Holdings, LLC, a Delaware limited liability company, and MMA Energy Capital, LLC, a Maryland limited Liability company, as well as Hunt Investment Management, LLC, a Delaware limited liability company, solely for the purposes of this Amendment, Sections 7.1(H), 7.5(B), 7.5(D), 8.1, 8.2, 8.3 and 11.7 of the Agreement and Exhibit B of the Agreement;
Mma Capital Management, Llc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Falcone) (January 9th, 2018)THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of the 1st day of January, 2018, but effective only as of the Effective Date described in Section 3 hereof, by and between MMA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“MMAC”) and MICHAEL L. FALCONE (“Employee”).
Mma Capital Management, Llc – FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (Mentesana) (January 9th, 2018)THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “First Amendment”) is made as of the 1st day of January, 2018, but effective only as of the Effective Date described in Section 3 hereof, by and between MMA CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“MMAC”) and GARY A. MENTESANA (“Employee”).
Mma Capital Management, Llc – EMPLOYEE SHARE PURCHASE AGREEMENT (February 24th, 2017)THIS EMPLOYEE SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of February, 2017, by and between MMA Capital Management, LLC (“Employer”) and David Bjarnason (“Employee”).
Mma Capital Management, Llc – EMPLOYEE SHARE PURCHASE AGREEMENT (February 24th, 2017)THIS EMPLOYEE SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of February, 2017, by and between MMA Capital Management, LLC (“Employer”) and Gary Mentesana (“Employee”).
Mma Capital Management, Llc – EMPLOYEE SHARE PURCHASE AGREEMENT (February 24th, 2017)THIS EMPLOYEE SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of the 21st day of February, 2017, by and between MMA Capital Management, LLC (“Employer”) and Michael Falcone (“Employee”).
Mma Capital Management, Llc – MMA Capital Management and TSSP Announce Formation of Solar Lending Joint Venture (November 9th, 2016)BALTIMORE, Nov. 9, 2016 /PRNewswire/ -- MMA Capital Management, LLC (NASDAQ: MMAC) ("MMA Capital" or "the Company") today announced that the Company has entered into an agreement with an affiliate of TSSP, a leading special situations investment platform, to form a solar lending joint venture. The joint venture will operate under the name Renewable Energy Lending, LLC ("REL") and will provide financing for the construction and ongoing operations of solar power projects located throughout North America. MMA Energy Capital, LLC ("MEC"), a wholly-owned subsidiary of MMA Capital, will provide loan origination and administrative services to REL. Kimberlite Advisors, LLC served as financial advisor in the formation of Renewable Energy Lending, LLC.
Mma Capital Management, Llc – AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF RENEWABLE ENERGY LENDING, LLC (November 9th, 2016)THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (as may be amended or restated from time to time, this “Agreement”), executed as of November 7, 2016 (the “Effective Date”), is made by and between the Members identified on Schedule A attached hereto.
Mma Capital Management, Llc – EXCHANGE AGREEMENT among (March 15th, 2016)THIS EXCHANGE AGREEMENT dated as of the 21st day of May, 2015 (this “Agreement”), is entered into by and among MMA FINANCIAL HOLDINGS, INC., a Florida corporation (the “Company”), and TABERNA PREFERRED FUNDING I, LTD. (“Taberna”).
Mma Capital Management, Llc – EXCHANGE AGREEMENT among (March 15th, 2016)THIS EXCHANGE AGREEMENT dated as of the 21st day of May, 2015 (this “Agreement”), is entered into by and among MMA FINANCIAL HOLDINGS, INC., a Florida corporation (the “Company”), and TABERNA PREFERRED FUNDING III, LTD. (“Taberna”).
Mma Capital Management, Llc – EXCHANGE AGREEMENT among (March 15th, 2016)THIS EXCHANGE AGREEMENT dated as of the 21st day of May, 2015 (this “Agreement”), is entered into by and among MMA FINANCIAL HOLDINGS, INC., a Florida corporation (the “Company”), and TABERNA PREFERRED FUNDING II, LTD. (“Taberna”).
Mma Capital Management, Llc – PURCHASE AGREEMENT By and Between General Electric Capital Corporation as Seller and MMA Capital TC Fund I, LLC as Purchaser (March 15th, 2016)THIS PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the thirtieth (30th) day of November, 2015 (the “Effective Date”), by and between MMA Capital TC Fund, I, LLC, a Delaware limited liability company (“Purchaser”), and General Electric Capital Corporation, a Delaware corporation (“Seller”). Seller and Purchaser are sometimes referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms have the meanings given to such terms in Section 1 of this Agreement.
Mma Capital Management, Llc – MMA CAPITAL TC FUND I, LLC LIMITED LIABILITY COMPANY OPERATING AGREEMENT December 31, 2015 (March 15th, 2016)THIS LIMITED LIABILITY COMPANY OPERATING AGREEMENT of MMA CAPITAL TC FUND I, LLC (the “Company”) is made effective as of December 31, 2015 (the “Effective Date”) by and between MUNIMAE TEI HOLDINGS, LLC, a Maryland limited liability company (“Administrative Member”), and BANK OF AMERICA, N.A. a National Association (the “Investor Member”).
Mma Capital Management, Llc – MMA Capital Management Announces Tax Credit Investment Joint Venture (December 29th, 2015)BALTIMORE, December 29, 2015 / PRNewswire -- MMA Capital Management, LLC (NASDAQ: MMAC) (“MMA Capital” or “the Company”) today announced a series of agreements with affiliates of Bank of America Corporation (collectively, “Bank of America”) creating a joint venture for the purpose of investing in a pool of affordable housing assets to be acquired from General Electric Capital Corporation (“GECC”). Effective December 31, 2015 the joint venture will invest $211 million in a series of existing low income housing tax credit investments as part of a previously announced agreement with GECC. The Company will hold an investor call on Wednesday, December 30, 2015 at 8:30 a.m. ET to discuss the transaction.
Mma Capital Management, Llc – MMA Capital Management, LLC EMPLOYMENT AGREEMENT (November 23rd, 2015)THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on the _19th_ day of November, 2015 (the “Effective Date”), by and between MMA Capital Management, LLC, a Delaware limited liability company (“Employer”) and Michael L. Falcone (“Employee”).
Mma Capital Management, Llc – MMA Capital Management, LLC EMPLOYMENT AGREEMENT (November 23rd, 2015)THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made on the _19th_ day of November, 2015 (the “Effective Date”), by and between MMA Capital Management, LLC, a Delaware limited liability company (“Employer”) and Gary A. Mentesana (“Employee”).
Mma Capital Management, Llc – MMA Capital Management, LLC EMPLOYMENT AGREEMENT (July 16th, 2015)THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective of the 10th day of July, 2015, by and between MMA Capital Management, LLC, a Delaware limited liability company (“Employer”) and David C. Bjarnason (“Employee”).
