2005-06-22 CC Packet - Laserfiche WebLink

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Appendix A PARTICIPATION AGREEMENT Twin Cities Community Capital Fund TIllS AGREEMENT ("Agreement") is made effective as of this day of . 20_ by and between Twin Cities Community Capital Fund, a Minnesota non-profit corporation ("TCCCF") and those entities ("Member(s)"), which have signed a "Participation Agreement Signature Page" to be attached hereto, according to the tenus and conditions which follow: 1. Defined Words. Unless otherwise specified herein, the words defined in the Membership Disclosure Statement of the Twin Cities Community Capital Fund dated January 15, 2005 (the ''Disclosure Statement") when capitalized in this Agreement shall have the same meaning as set forth in the Disclosure Statement. 2. ParticiDation Amount. Member agrees as and for its Membership in TCCCF that it shall contribute, by certified check, bank money order, or other immediately available funds, the amount of its participation as set forth on the Participation Agreement Signature Page ("Participation Amount') by submitting 10% of the Participation Amount to TCCCF as a Working Capital Loan and 90% of the Participation Amount to Wells Fargo Bank Minnesota, NA for the Loan Fund Escrow Account. 3. Loan Fund ParticiDation. Upon execution of this Agreement, Member hereby agrees to execute the Loan Fund Escrow Agreement and deliver to TCCCF a completed Loan Fund Escrow Agreement Signature Page, together with Member's certified check, bank money order, or other inunediately available funds in the amount of ninety percent (90%) of it's Participation Amount (the "Member Funds'), payable to "Wells Fargo Bank Minnesota, N.A., Escrow Agent, Twin Cities Community Capital Fund Loan Fund Escrow." 4. Workin~ Capital. Member agrees and acknowledges that ten percent (10%) of the Participation Amount shall be paid in the fonn of a loan or grant to TCCCF for use as working capital (''Working Capital"). Upon the execution of this Agreement, member shall provide TCCCF with a certified check, bank money order, or other inunediately available funds in the amount of ten percent (10%) of its Participation Amount, payable to Twin Cities Community Capital Fund and specifying whether said funds are being provided as a loan or grant. A Working Capital loan shall be a zero interest loan that will be repaid by TCCCF beginning no later than October 1, 2010, in four equal annual installments. Earlier repayment of outstanding Working Capital loans shall be made at the discretion of the TCCCF Board of Directors. 5. Member Participation. TCCCF agrees that upon receipt of the funds and documents as described in Section 3 and 4 above, it will deliver Member's Loan Funds (the "Member Funds') and the Loan Fund Escrow Agreement Signature Page to the Escrow Agent and, upon acceptance by the Escrow Agent, the Member Funds shall be deposited into the Loan Fund Escrow and Member shall be entitled to all of the privileges of membership in TCCCF as set forth in its Articles oflncorporation, Bylaws and this Agreement. 6. Rights ofMembershiD. TCCCF agrees that Members ofTCCCF have, in addition to the rights of Members as set forth in the Articles of Incorporation and Bylaws of TCCCF, the following rights: (a) Members are able to originate individual Development Loans of up to ten times the Unencumbered Amount of their Participation Amount and contribution to TCCCF. However, the standard maximum individual loan amount is $1,000,000 for regular TCCCF Development L /5/