GENERAL PARTNER'S PAYMENT CERTIFICATE
(First Installment)
Certificate, dated as of November __, 1998 (this
"Certificate"), of PARK RIDGE, LLC, a Mississippi limited
liability company (the "General Partner").
This Certificate is delivered pursuant to the
provisions of Section 5.1 of the First Amended and Restated
Agreement of Limited Partnership dated as of November __,
1998 (the "Partnership Agreement") of JACKSON BOND, L.P., a
Mississippi limited partnership (the "Partnership").
The undersigned hereby certify that:
(i) The General Partner has satisfied and continues to
satisfy all of its material obligations under the
Partnership Agreement.
(ii) The covenants, representations and warranties set
forth in Sections 6.5 and 6.6 of the Partnership Agreement
are true and correct as of the date hereof.
(iii) The Partnership is not in default under any
of the Project Documents or any other material obligation of
the Partnership.
(iv) The covenants, representations and warranties set
forth in the Tax Certificate issued by the General Partner
to BOSTON CAPITAL TAX CREDIT FUND IV L.P., a Delaware
limited partnership, and dated as of November __, 1998 are
correct as of the date hereof in all material respects.
(v) The facts and representations set forth in the
Fact Sheet attached hereto as Exhibit A and Exhibit B are
true and correct as of the date hereof.
(vi) Each of the conditions precedent to the payment of
the First Installment (as such term is defined in the
Partnership Agreement) has been satisfied as of the date
hereof.
IN WITNESS WHEREOF, the undersigned has caused this
Certificate to be executed as of the day and year set forth
above.
GENERAL PARTNER:
limited liability company
PARK RIDGE, LLC, a Mississippi
By: /s/ J. H. Thames, Jr.
J.H. Thames, Jr., Member/Manager
Exhibit A
FACT SHEET
JACKSON BOND, L.P.
Sources and Uses of Funds
SOURCES OF FUNDS APPLICATIONS OF FUNDS
Bond Loan
(underlying L/C
$5,045,000) $5,000,000
Land $515,000
Deferred Development
Fee $637,864
Construction Hard Costs $5,927,893
Investment Limited
Partner
Capital $2,536,374
Construction Soft Costs $892,724
General Partner Capital $100
Construction Contingency $82,400
Development Fee $756,321
TOTAL $8,174,338
Financing
Bond Loan
A. Lender/Trustee: The Health, Educational and Housing
Facility Board of the City of
Jackson/First Tennessee Bank
National Association
B. Mortgage Amount: $5,000,000
C. Note Date: November 1, 1998
D. Interest Rate: Adjustable
E. Amortization: 30 years
F. Maturity Date: Mandatory Put date is November 1,
1999
G. Guarantors: Nonrecourse/Letter of Credit
Security
Letter of Credit
A. Issuer:
First Tennessee Bank National Association
B. Amount: $5,000,000 [plus interest
component]
C. Stated Termination
Date: no later than November 15, 2001
D. Beneficiary: Bond Trustee
E. Guarantor: J.H. Thames, Jr., Rodney F.
Triplett, Jr.
Eligible Basis: $7,304,231
Qualified Basis: $9,495,500
GP Capital Contribution: $100
Type of Credit: 4%, New Construction; Tax-
Exempt
Bond Financing
Rent-up Schedule:50% by August 31, 2000;
75% by October 31, 2000; and
100% by December 31, 2000;
Projected Credit to the
Investment Partnership:
A. $120,972 for 2000,
B. $342,753 per annum for each of the years 2001
through 2009 (inclusive), and
C. $221,781 for 2010.
Total Projected Credit:
A. $121,980 for 2000,
B. $342,788 per annum for each of the years 2001
through
2009 (inclusive), and
C. $221,804 for 2010.
Tax Credit Application:
A. Credit Approval Date: __, 1998
B. Credit Approval Amount: $342,788/year
C. Carryover Allocation Date: N/A
D. Carryover Allocation Amount: N/A
E. Tax Credit Rate on 8609: To be determined
Apartment Complex:
A. Name: Park Ridge Apartments
B. Project Address: 100 Park Ridge Drive
Jackson, TN 38301
C. County: Madison County
D. MSA: Madison County
E. Type of Project: Multi-family
Median Income: $39,800 (Family of Four, 1998)
Kind of Apartments:
Number of Number of Total Basic Utility
Bedrooms Units Sq. Ft. Rent Allowance
1 16 896/unit $391/month $55
2 72 1,089/unit $471/month $66
3 48 1,275/unit $541/month $79
Rental Assistance: N/A
Annual Operating Expense: $322,266 plus 3% annual
(beginning 1999) inflation)
Replacement Reserve Account: $27,200 year
(beginning 1998)
Maximum Yearly Distribution of
Cash Flow permitted: not applicable
Amount of Asset Management Fee
to Boston Capital: $5,000/beginning 2001
(commencing 2000)
Amount of Total Depreciable Base
Allocated to Personal Property: $474,739
Completion Date: April 30, 2000
(anticipated)
Total Capital Contribution of
Investment Partnership: $2,536,374
Schedule of Capital Contributions
Conditions on Capital
Amount Installment Contributions
$1,521,824 First on the latest to occur of (A)
the
Admission Date, (B) the Bond Loan
Full Funding Date and (C) Tax
Credit Set-Aside
$634,093 Second on the 50% Completion Date;
$317,047 Third on the latest to occur of (A) the
Completion Date, (B) Cost
Certification, (C) receipt of
current liability Insurance
Certificates, (D) receipt of an
updated Title Policy in form and
substance satisfactory to the
Special Limited Partner, which
policy in no event shall contain a
survey exception or (E) receipt
by the Investment Limited Partner
of an Estoppel Letter from each
Lender and (F) receipt of
Contractor Pay-Off Letter;
$63,410 Fourth on the latest to occur of (A) the
Initial 100% Occupancy Date, (ii)
Permanent Mortgage Commencement,
(iii) Rental Achievement and (iv)
State Designation
Fees and Special Distributions to be paid from Capital
Contributions:
General Partner: Park Ridge, LLC
Contact: J. H. Thames, Jr.
Address: P.O. Box 741
Jackson, MS 39205
Telephone: (601) 939-0225
Fax: (601) 932-2532
Ownership Interests:
Partner Normal Capital Cash
Partner Operations Transactions Flow
General Partner 0.01% 80% 90%
Investment Limited
Partner 99.99% 19.999% 10%
Special Limited
Partner 0% .001% 0%
Management Agent:
Park Management, Inc.
Contact:
Tammy Dykes
Address: P.O. Box 741
Jackson, MS 39205
Telephone: (601) 939-0225
Amount of Fee: 6% of collected rents (5%
fixed, 1% contingent)
Builder: Unicorp, Inc.
Builder's Profit: $335,541
Builder's Overhead: $109,066
Tax Return
Preparer/Auditor: Bob Robinson, CPA
Address: 2084 Dunbarton Drive
Jackson, MS 39216
Telephone: (601) 982-3875
Partnership Federal ID Number: 64-0896753
Operating Deficit Guarantees: Guaranty limited to
amount equal to 12 months of Reserves, Operating Expenses
and Debt Service, to expire as of the later of the third
(3rd) anniversary of Rental Achievement or the closing of a
new Permanent Loan
Building Breakdown: 17 buildings
BIN # of Units
Not yet
assigned 136
TOTAL 136
Exhibit B
Certificate of Partnership,
General Partner and Original Limited
Partner Re: Lack of Disqualifications
The Partnership, its Operating General Partner and its
Original Limited Partner (as identified on the Payment
Certificate to which this Certificate is attached as Exhibit
B) hereby represent to you that neither (i) the Partnership,
(ii) any predecessor of the Partnership, (iii) any of the
Partnership's affiliates ("affiliate" meaning a person that
controls or is controlled by, or is under common control
with, the Partnership), (iv) any sponsor (meaning any person
who (1) is directly or indirectly instrumental in organizing
the Partnership or (2) will directly or indirectly manage or
participate in the management of the Partnership or (3) will
regularly perform, or select the person or entity who will
regularly perform, the primary activities of the
Partnership), (v) any officer, director, principal or
general partner of the Partnership or of any sponsor, (vi)
any officer, director, principal, promoter or general
partner of the Operating General Partner, (vii) any
beneficial owner of ten percent or more of any class of the
equity securities of the Partnership or of any sponsor
(beneficial ownership meaning the power to vote or direct
the vote and/or the power to dispose or direct the
disposition of such securities), (viii) any promoter of the
Partnership (meaning any person who, acting alone or in
conjunction with one or more other persons, directly or
indirectly has taken, is taking or will take the initiative
in founding and organizing the business of the Partnership
or any person who, in connection with the founding and
organizing of the business or enterprise of the Partnership,
directly or indirectly receives in consideration of services
or property, or both services and property, ten percent or
more of any class of securities of the Partnership or ten
percent or more of the proceeds from the sale of any class
of such securities; provided, however, a person who receives
such securities or proceeds either solely as underwriting
commissions or solely in consideration of property shall not
be deemed a promoter if such person does not otherwise take
part in founding and organizing the enterprise) presently
connected with the Partnership in any capacity:
Has filed a registration statement which is the subject
of any pending proceeding or examination under the
securities laws of any jurisdiction, or which is the subject
of any refusal order or stop order thereunder entered within
five years prior to the date hereof;
Has been convicted of or pleaded nolo contendere to a
misdemeanor or felony or, within the last ten years, been
held liable in a civil action by final judgment of a court
based upon conduct showing moral turpitude in connection
with the offer, purchase or sale of any security, franchise
or commodity (which term, for the purposes of this
Certificate shall hereinafter include commodity futures
contracts) or any other aspect of the securities or
commodities business, or involving racketeering, the making
of a false filing or a violation of Sections 1341, 1342 or
1343 of Title 18 of the United States Code or arising out of
the conduct of the business of an issuer, underwriter,
broker, dealer, municipal securities dealer, or investment
adviser, or involving theft, conversion, misappropriation,
fraud, breach of fiduciary duty, deceit or intentional
wrongdoing including, but not limited to, forgery,
embezzlement, obtaining money under false pretenses, larceny
fraudulent conversion or misappropriation of property or
conspiracy to defraud, or which is a crime involving moral
turpitude, or within the last five years of a misdemeanor or
felony which is a criminal violation of statutes designed to
protect consumers against unlawful practices involving
insurance, securities, commodities, real estate, franchises,
business opportunities, consumer goods or other goods and
services;
Is subject to (a) any administrative order, judgment or
decree entered within five years prior to the date hereof
entered or issued by or procured from a state securities
commission or administrator, the Securities and Exchange
Commission ("SEC"), the Commodities Futures Trading
Commission or the U.S. Postal Service, or to (b) any
administrative order or judgment, arising out of the conduct
of the business of an underwriter, broker, dealer, municipal
securities dealer, or investment adviser, or involving
deceit, theft, fraud or fraudulent conduct, or breach of
fiduciary duty, or which is based upon a state banking,
insurance, real estate or securities law or (c) has been the
subject of any administrative order, judgment or decree in
any state in which fraud, deceit, or intentional wrongdoing,
including, but not limited to, making untrue statements of
material fact or omitting to state material facts, was
found;
Is subject to any pending proceeding in any
jurisdiction relating to the exemption from registration of
any security or offering, or to any order, judgment or
decree in which registration violations were found or which
prohibits, denies or revokes the use of any exemption from
registration in connection with the offer, purchase or sale
of securities, or to an SEC censure or other order based on
a finding of false filing;
Is subject to any order, judgment or decree of any
court or regulatory authority of competent jurisdiction
entered within five years prior to the date hereof,
temporarily, preliminarily or permanently restraining or
enjoining such persons from engaging in or continuing any
conduct or practice in connection with any aspect of the
securities or commodities business or involving the making
of any false filing or arising out of the conduct of the
business of an underwriter, broker, dealer, municipal
securities dealer, or investment adviser, or which restrains
or enjoins such person from activities subject to federal or
state statutes designed to protect consumers against
unlawful or deceptive practices involving insurance,
banking, commodities, real estate, franchises, business
opportunities, consumer goods and services, or is subject to
a United States Postal Service false representation order
entered within five years prior to the date hereof, or is
subject to a temporary restraining order or preliminary
injunction with respect to conduct alleged to have violated
section 3005 of Title 39, United States Code;
Is suspended or expelled from membership in, or
suspended or barred from association with a member of, an
exchange registered as a national securities exchange, an
association registered as a national securities association,
or any self-regulatory organization registered pursuant to
the Securities Exchange Act of 1934, or a Canadian
securities exchange, or association or self-regulatory
organization operating under the authority of the Commodity
Futures Trading Commission, or is subject to any currently
effective order or order entered within the past five years
of the SEC, the Commodity Futures Trading Commission or any
state securities administrator denying registration to, or
revoking or suspending the registration of, such person as a
broker-dealer, agent, futures commission merchant, commodity
pool operator, commodity trading adviser or investment
adviser or associated person of any of the foregoing, or
prohibiting the transaction of business as a broker-dealer
or agent;
Has, in any application for registration or in any
report required to be filed with, or in any proceeding
before the SEC or any state securities commission or any
regulatory authority willfully made or caused to be made any
statement which was at the time and in the light of the
circumstances under which it was made false or misleading
with respect to any material fact, or has willfully omitted
to state in any such application, report or proceeding any
material fact which is required to be stated therein or
necessary in order to make the statements made, in the light
of the circumstances under which they are made, not
misleading, or has willfully failed to make any required
amendment to or supplement to such an application, report or
statement in a timely manner;
Has willfully violated any provision of the Securities
Act of 1933, the Securities Exchange Act of 1934, the Trust
Indenture Act of 1939, the Investment Advisers Act of 1940,
the Investment Company Act of 1940, the Commodity Exchange
Act of 1974 or the securities laws of any state, or any
predecessor law, or of any rule or regulation under any of
such statutes;
Has willfully aided, abetted, counseled, commanded,
induced or procured the violation by any other person of any
of the statutes or rules or regulations referred to in
subsection (8) hereof;
Has failed reasonably to supervise his agents, if he is
a broker-dealer, or his employees, if he is an investment
adviser, but no person shall be deemed to have failed in
such supervision if there have been established procedures,
and a system for applying such procedures, which would
reasonably be expected to prevent and detect, insofar as
practicable, any violation of statutes, rules or orders
described in subsection (8) and if such person has
reasonably discharged the duties and obligations incumbent
upon him by reason of such procedures and system without
reasonable cause to believe that such procedures and system
were not being complied with;
Is subject to a currently effective state
administrative order or judgment procured by a state
securities administrator within five years prior to the date
hereof or is subject to a currently effective United States
Postal Service fraud order or has engaged in dishonest or
unethical practices in the securities business or has taken
unfair advantage of a customer or is the subject of
sanctions imposed by any state or federal securities agency
or self-regulatory agency;
Is insolvent, either in the sense that his liabilities
exceed his assets or in the sense that he cannot meet his
obligations as they mature, or is in such financial
condition that he cannot continue his business with safety
to his customers, or has not sufficient financial
responsibility to carry out the obligations incident to his
operations or has been adjudged a bankrupt or made a general
assignment for the benefit of creditors; or
Is selling or has sold, or is offering or has offered
for sale, in any state securities through any unregistered
agent required to be registered under the Pennsylvania
Securities Act of 1972, as amended (the "Pennsylvania Act")
or for any broker-dealer or issuer with knowledge that such
broker-dealer or issuer had not or has not complied with the
Pennsylvania Act.
If the Partnership is subject to the requirements of
Section 12, 14 or 15(d) of the Securities Exchange Act of
1934, then the Partnership has filed all reports required by
those Sections to be filed during the 12 calendar months
preceding the date hereof (or for such shorter period that
the Partnership was required to file such reports).