Debt Financing

The Company currently has outstanding debt financing of $177.9 million under three separate credit facilities. As of December 31, 2011, the Company's outstanding debt financing totaled approximately $112.7 million.



Debt Financing	Outstanding Debt Financing at December 31, 2012		Original Debt Financing		Year Acquired	Stated Maturity	Effective Rate ⁽¹⁾

PHC Certificates-TOB Trust	$	48,995,000	$	48,995,000	2012	July 2013	2.13	%
Autumn Pines-TOB Trust	9,850,000		10,000,000		2011	July 2013	2.30	%
MBS - TOB Trust 1	2,585,000		2,585,000		2012	October 2013	1.31	%
MBS - TOB Trust 2	4,090,000		4,090,000		2012	October 2013	1.29	%
MBS - TOB Trust 3	3,890,000		3,890,000		2012	October 2013	1.32	%
MBS - TOB Trust 4	5,960,000		5,960,000		2012	October 2013	1.29	%
MBS - TOB Trust 5	8,590,000		8,590,000		2012	October 2013	1.28	%
TEBs Financing	93,988,000		95,810,000		2010	September 2013	2.09	%
Total Debt Financing	$	177,948,000	$	179,920,000

Debt Financing	Outstanding Debt Financing at December 31, 2011		Original Debt Financing		Year Acquired	Stated Maturity	Effective Rate ⁽¹⁾

Autumn Pines	$	9,930,000	$	10,000,000	2011	July 2012	2.01	%
GMF Warren/Tulane	7,810,000		7,810,000		2011	November 2012	1.70	%
TEBs Financing	94,933,000		95,810,000		2010	September 2017	2.10	%
Total Debt Financing	$	112,673,000	$	113,620,000

⁽¹⁾ Represents the average effective interest rate, including fees, for the years ended December 31, 2012 and 2011 and excludes the effect of interest rate caps (see Note 15).

TOB Financings

In July 2011, the Company executed a Master Trust Agreement with DB which allows the Company to execute multiple TOB structures upon the approval and agreement of terms by DB. Under each TOB structure issued through the Master Trust Agreement, the TOB trustee issues SPEARS and LIFERS. Theses SPEARS and LIFERS represent beneficial interests in the securitized asset held by the TOB trustee. The Company will purchase the LIFERS from each of these TOB Trusts which will grant them certain rights to the securitized assets. Under each TOB structure, the asset is transferred to a custodian and trustee that provide these services on behalf of DB. The Master Trust Agreement with DB has covenants that the Company is required to maintain compliance, the most restrictive of which at December 31, 2012 is that cash available to distribute for the trailing twelve months must be at least two times trailing twelve month interest expense. The Company was in compliance with all of these covenants as of December 31, 2012. If the Company were to be out of compliance with any of these covenants, it would trigger a termination event of the financing facilities. The Company expects to renew each of the TOB financing facilities for another one year term as they mature throughout 2013.

In November and December 2012, the Company purchased the LIFERS issued by the trustee over five different TOB Trusts for approximately $6.5 million which are securitizations of mortgage-backed securities ("MBS TOB Trusts") with a par value of approximately $31.6 million. The LIFERS entitle the Company to all principal and interest payments received by these MBS TOB Trusts on the mortgage- backed securities after payments due to the holders of the SPEARS and trust costs. The Company reports the MBS TOB Trusts on a consolidated basis as it has determined it is the primary beneficiary of these variable interest entities (see Note 7). The MBS TOB Trusts also issued SPEARS of approximately $25.1 million to unaffiliated investors which is the outstanding amount at December 31, 2012. The SPEARS represent senior interests in the MBS TOB Trusts and some have been credit enhanced by DB. On January 17, 2013, the Company purchased an additional $540,000 of LIFERS from one of the five MBS TOB Trusts which is a securitization of MBS with a par value of $2.5 million. SPEARS of approximately $2 million were issued by the MBS TOB Trust which increased the Company's outstanding borrowings.

In July 2012, the Company purchased the PHC Certificate LIFERS issued by the trustee over the PHC TOB Trusts for approximately $16.0 million and pledged the LIFERS to the trustee to secure certain reimbursement obligations of the Company as the holder of LIFERS. The LIFERS entitle the Company to all principal and interest payments received by the PHC TOB Trusts on the $65.3 million of PHC Certificates held by it after payments due to the holders of the SPEARS and trust costs. The Company reports the PHC TOB Trust on a consolidated basis as it has determined it is the primary beneficiary of these variable interest entities. The PHC TOB Trusts also issued SPEARS of approximately $49.0 million to unaffiliated investors which is the outstanding amount at December 31, 2012. The SPEARS represent senior interests in the PHC TOB Trusts and have been credit enhanced by DB.

In July 2011, the Company closed a $10 million financing utilizing the TOB structure with the securitization of the Company's $13.4 million Autumn Pines Apartments tax-exempt mortgage revenue bond. In December 2011, the Company closed a second $7.8 million TOB financing structure structured as a securitization of the Company's $15.6 million GMF-Warren/Tulane Apartments and GMF-Madison apartments tax-exempt mortgage revenue and taxable mortgage revenue bonds. In May 2012, the Company retired the $7.8 million TOB financing structure when the GMF-Warren/Tulane and GMF-Madison Tower tax-exemept mortgage revenue bonds were sold. Under these TOB structures, the Company transferred the bonds to a custodian and trustee that provide these services on behalf of DB. The TOB trustee then issued SPEARS and LIFERS. The SPEARS were credit-enhanced by DB and sold through a placement agent to unaffiliated investors. The gross proceeds from the sale of the SPEARS were remitted to the Company. The LIFERS were retained by the Company and are pledged to DB to secure certain reimbursement obligations. At December 31, 2012, the Company owed $9.8 million on the Autumn Pines TOB financing facility and at December 31, 2011, the Company owed $17.7 million on both TOB facilities.

The TOB trusts essentially provide the Company with a secured variable rate debt facility at interest rates that reflect the prevailing short-term tax-exempt rates paid by the TOB trusts on the SPEARS. Payments made to the holders of the SPEARS and the amount of trust fees essentially represent the Company's effective cost of borrowing on the net proceeds it received from the sale of the SPEARS. The holders of the SPEARS are entitled to receive regular payments from the TOB trusts at a variable rate established by a third party remarketing firm that is expected to be similar to the weekly SIFMA floating index rate. Payments on the SPEARS will be made prior to any payments on the LIFERS held by the Company. The Company is accounting for these transactions as secured financing arrangements.

TEBS Financing

As of September 1, 2010, the Partnership and its Consolidated Subsidiary ATAX TEBS I, LLC, entered into a number of agreements relating to a new long-term debt financing facility provided through the securitization of thirteen tax-exempt mortgage revenue bonds owned by the ATAX TEBS I, LLC (the “Sponsor”) pursuant to the TEBS Financing. The TEBS Financing essentially provides the Partnership with a long-term variable-rate debt facility at interest rates reflecting prevailing short-term tax-exempt rates.

Effective September 1, 2010, the Partnership transferred the following bonds to ATAX TEBS I, LLC, a special purpose entity controlled by the Partnership pursuant to the TEBS Financing. The par value of the bonds included in this Financing facility as of December 31, 2012 and 2011 are also presented.



	Outstanding Bond Par Amounts
Description of Tax-Exempt
Mortgage Revenue Bonds	December 31, 2012		December 31, 2011		Financial Statement Presentation
Ashley Square	$	5,260,000	$	5,308,000	Tax-exempt mortgage revenue bond
Bella Vista	6,600,000		6,650,000		Tax-exempt mortgage revenue bond
Bent Tree	7,614,000		7,686,000		Consolidated VIE
Bridle Ridge	7,765,000		7,815,000		Tax-exempt mortgage revenue bond
Brookstone	9,416,794		9,490,809		Tax-exempt mortgage revenue bond
Cross Creek	8,568,409		8,634,693		Tax-exempt mortgage revenue bond
Fairmont Oaks	7,439,000		7,520,000		Consolidated VIE
Lake Forest	9,105,000		9,201,000		Consolidated VIE
Runnymede	10,605,000		10,685,000		Tax-exempt mortgage revenue bond
South Park	13,900,000		14,000,000		Tax-exempt mortgage revenue bond
Woodlynn Village	4,460,000		4,492,000		Tax-exempt mortgage revenue bond
Ohio Series A Bond ⁽¹⁾	14,582,000		14,666,000		Discontinued Operations
Villages at Lost Creek	18,315,000		18,500,000		Tax-exempt mortgage revenue bond
Total	$	123,630,203	$	124,648,502

⁽¹⁾ Collateralized by Crescent Village, Post Woods and Willow Bend which are eliminated upon consolidation (Note 3)

The securitization of these tax-exempt mortgage revenue bonds occurred through two classes of certificates. The Class A TEBS Certificates were issued in an initial principal amount of $95.8 million and were sold through a placement agent to unaffiliated investors. The Class B TEBS Certificates were issued in an initial principal amount of $20.3 million and were retained by the Sponsor. The holders of the Class A TEBS Certificates are entitled to receive regular payments of interest from Freddie Mac at a variable rate which resets periodically based on the weekly Securities Industry and Financial Markets Association (“SIFMA”) floating index rate plus certain credit, facility, remarketing and servicing fees (the “Facility Fees”). As of December 31, 2012, the SIFMA rate was equal to 0.13% resulting in a total cost of borrowing of 2.03% on the outstanding balance on the TEBS Financing facility of $94.0 million. As of December 31, 2011, the SIFMA rate was equal to 0.15% resulting in a total cost of borrowing of 2.05% on the outstanding balance on the TEBS Financing facility of $94.9 million.

Payment of interest on the Class A TEBS Certificates will be made from the interest payments received by Freddie Mac from the Bonds and Senior Custody Receipts held by Freddie Mac on designated interest payment dates prior to any payments of interest on the Class B TEBS Certificates held by the Sponsor. As the holder of the Class B TEBS Certificates, the Sponsor is not entitled to receive interest payments on the Class B TEBS Certificates at any particular rate, but will be entitled to all payments of principal and interest on the Bonds and Senior Custody Receipts held by Freddie Mac after payment of principal and interest due on the Class A TEBS Certificates and payment of all Facility Fees and associated expenses. Accordingly, the amount of interest paid to the Sponsor on the Class B TEBS Certificates is expected to vary over time, and could be eliminated altogether, due to fluctuations in the interest rate payable on the Class A TEBS Certificates, Facility Fees, expenses and other factors.

The term of the TEBS Financing coincides with the terms of the assets securing the TEBS Certificates, except that the Partnership may terminate the TEBS Financing at its option on either September 15, 2017 or September 15, 2020. Should the Partnership not elect to terminate the TEBS Financing on these dates, the full term of the TEBS Financing runs through the final principal payment date associated with the securitized bonds, or July 15, 2050. The TOB Financing facilities mature between June 15, 2013 and October 15, 2013 with options available for the Company to extend another year.

For years ended December 31, 2012 and 2011, the Company's average effective annual interest rate on borrowings under the Omaha State Bank Facility, TEBS Facility, and TOB Facilities was approximately 2.07% and 2.6%, respectively.

The Company's aggregate borrowings as of December 31, 2012 contractually mature over the next five years and thereafter as follows:



2013	$	84,969,000
2014	1,083,000
2015	1,139,000
2016	1,192,000
2017	1,292,000
Thereafter	88,273,000
Total	$	177,948,000