BERKELEY-ALBANY YMCA TEEN CENTER INC
2330 Broadway, Oakland, CA 94612

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Organizations Filed Purposes: TO HOLD TITLE TO, REMODEL AND IMPROVE, AND TO LEASE TO THE BERKELEY YOUNG MEN'S CHRISTIAN ASSOCIATION, A CALIFORNIA NONPROFIT CORPORATION ("YMCA"), A BUILDING TO BE USED BY THE YMCA AND BY THE ORGANIZATION AS A TEEN CENTER, PROVIDING ORGANIZATIONAL SUPPORT FOR THE YMCA, AND ADMINISTRATIVE OFFICES FOR THE YMCA AND THE ORGANIZATION.

TO HOLD TITLE TO, REMODEL, AND IMPROVE A BUILDING WHICH WILL BE LEASED TO THE YMCA OF THE CENTRAL BAY AREA FOR USE AS A TEEN CENTER, PROVIDNG ORGINIZATIONAL SUPPORT AND ADMINISTRATIVE OFFICES FOR THE YMCA.

TO HOLD TITLE TO, REMODEL AND IMPROVE, AND TO LEASE TO THE BERKELEY YOUNG MEN'S CHRISTIAN ASSOCIATION, A CALIFORNIA NONPROFIT CORPORATION ("YMCA"), A BUILDING TO BE USED BY THE YMCA AND BY THE ORGANIZATION AS A TEEN CENTER, PROVIDING EDUCATIONAL, EMPLOYMENT AND LEADERSHIP PROGRAMS PRIMARILY FOR TEENS (AGES 12-19) AND OTHER YOUTH, AND ADMINISTRATIVE OFFICES FOR THE YMCA AND THE ORGANIZATION. In December 2009, the Association arranged New Market Tax Credit ("NMTC") financing as partial funding to renovate the property ("Teen Center" building) gifted to the Association by PG&E. Under the NMTC program, banks and other qualifying institutions make "qualified equity investments" ("QEI") in Community Development Entities ("CDEs") that have been certified and granted allocations by the CDFI of federal income tax credits. In connection with the Teen Center Inc. project located at 2111 Martin Luther King Jr. Way ("Teen Center Property"), Wachovia Community Development Enterprise XIX ("Wachovia CDE"), a single purpose CDE certified by the CDFI made a senior loan in the amount of $6,825,000 (Loan A) and a subordinate loan in the amount of $2,675,000 (Loan B) to the YMCA of the Central Bay Area Teen Center, Inc., a single member limited liability company formed by the Association for this purpose. Funding for the Teen Center loans was provided by a $6,825,000 QEI made by Investment Fund LLC ("Investment Fund") to Wachovia CDE. Investment Fund LLC obtained the funds to make the QEI via a $6,825,000 secured loan by YMCA of the Central Bay Area and funding provided via a net equity investment in the amount of $2,675,000 by a tax credit investor. A portion of the proceeds of both Loan A and Loan B were used to acquire the Teen Center Property from the Association. The balance of the funds was used to renovate and improve the Teen Center Property. At the end of the seven-year Compliance Period, the tax credit investor may put its interest in the Investment Fund to the Association, at which time the Association will have the right (call option) to liquidate the Investment Fund's equity interest in the CDE and thereby acquire Loan A and Loan B from the CDE. YMCA of the Central Bay Area, serving as the Leverage Lender, loaned $6,825,000 to Investment Fund. The loan proceeds were combined with $2,675,000 contributed to the Investment Fund by an equity investor and permitted Investment Fund to make an aggregate QEI in Wachovia CDE of $9,500,000. The seven-year Compliance Period ended in December 2016 and the Organization exercised its call option, thereby liquidating the Investment Fund's equity interest in the CDE and acquiring loan A and loan B from the CDE. These loans were subsequently forgiven and net revenue in the amount of $2,674,000 was recognized from this transaction. THE ORGANIZATION TRANSFERRED ALL ITS ASSETS TO YMCA OF THE CENTRAL BAY AREA AND CEASED CONDUCTING BUSINESS BY END OF THE YEAR.

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