Exhibit 10.1

THIRD AMENDMENT TO CREDIT AGREEMENT

THIS THIRD AMENDMENT TO CREDIT AGREEMENT (the “Amendment”) is made and entered into effective November 14, 2016 by and between AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership (“Borrower”), and BANKERS TRUST COMPANY (“Bank”).

RECITALS

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, Borrower and Bank agree as follows:

A.Section 1.2 of Article I of the Agreement is amended by deleting subsection (c) thereof and replacing it with the following:

(c) Market Value Assets.  “Market Value of Assets” shall mean, with reference to any quarter end, the fair market value of the real estate (Net Fixed Assets including VIE property net value) of Borrower and its subsidiaries as reported in Borrower’s 10-Q and 10-K filings or, to the extent such fair market value is not reported in Borrower’s 10-Q and 10-K filings, the cost basis of such real estate, and the current market valuation of the bond portfolio (taxable and tax exempt Mortgage Revenue Bonds, Public Housing Capital Fund Trust, and Mortgage Backed Securities) of Borrower and its subsidiaries as reported in Borrower’s 10-Q and 10-K filings.  “Market Value of Assets” shall also include Taxable Bonds and Property Loans Net of Loan Loss Reserve, provided that the total value of the “Property Loans Net of Loan Loss Reserve” included in the calculation of the “Market Value of Assets” shall not in the aggregate exceed the lesser of: i) $25,000,000; or, ii) 5% of the total Market Value of Assets less “Property Loans Net of Loan Loss Reserve.”  In addition, “Market Value of Assets” shall also include cash and restricted cash as reported in Borrower’s 10-Q and 10-K filings, provided that the total value of cash and restricted cash included in the calculation of “Market Value of Assets” shall not in the aggregate exceed the principal balance outstanding as of the date of calculation of a line of credit (separate from the Line of Credit) in the maximum principal amount of $7,500,000 provided to Borrower by Bank pursuant to a commitment letter dated

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March 14, 2014, as amended as of March 14, 2016 and as further amended as of November 10, 2016, and evidenced by a Promissory Note in the amount of $7,500,000 dated November 14, 2016. In addition, “Market Value of Assets” shall also include 65% of the fair market value as reported in Borrower’s 10-Q and 10-K form filings of any “Vantage Assets”, provided that the total value of any “Vantage Assets” included in the calculation of the “Market Value of Assets” shall not in the aggregate exceed the lesser of: i) $80,000,000; or ii) 10% of the total Market Value of Assets less 65% of the total value of all Vantage Assets, and further provided that no portion of the value of a particular Vantage Asset shall be included in “Market Value of Assets” if any loan associated with the development of such Vantage Asset is in default.

B.Section 1.2 of Article I of the Agreement is amended by inserting the following as subsection (e):

(e)Vantage Asset. “Vantage Asset” shall mean an equity investment by Borrower in an individual Vantage design multi-family housing project developed or under development by a Vantage LLC company.

C.Section 2.1 of Article II of the Agreement is amended by: i) changing the date in the first sentence of subsection (a) thereof from “May 13, 2017” to “May 13, 2018”; ii) replacing the form of Exhibit 2.1(a)(ii) referenced in the last sentence of subsection (a) thereof with the form of Exhibit 2.1(a)(ii) attached to this Amendment; and, iii) changing the date in the fifth sentence of subsection (c) thereof from “May 14, 2017” to “May 14, 2018.”

D.Section 5.3 of Article V of the Agreement is amended by deleting subsection (c) thereof and replacing it with the following:

(c)not later than 45 days after the end of each quarter ending March 31, June 30, and September 30, and not later than 75 days after the end of each quarter ending December 31, Borrower’s 10-Q or 10-K form, as applicable, which 10-Q or 10-K shall contain a report regarding valuation of, and other information regarding, Borrower’s assets, including without limitation supporting information for the valuation of, and project details regarding, each Vantage Asset, and detail regarding any asset that has been re-classified from one asset class to another.

E.Section 5.3 of Article V of the Agreement is amended by replacing the form of Exhibit 5.3 referenced in subsection (d) thereof with the form of Exhibit 5.3 attached to this Amendment.

II.This Amendment shall be effective as of the effective date set forth above upon Bank having received an executed original hereof, together with payment to Bank from Borrower of an extension fee in the amount of $100,000.

III.Except as amended hereby, all terms of the Agreement are hereby ratified and confirmed and remain in full force and effect, the terms of which are incorporated herein by this reference.  The parties confirm and ratify the Loan Documents, all certificates executed and delivered to Bank, and all other documents and actions relating to the obligations referred to in the Agreement, except as amended hereby.

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IV.Borrower represents that, to its knowledge, no Event of Default has occurred or is occurring under the terms of the Agreement or under any other Loan Documents, and that no circumstances exist such that but for a lapse of time or the giving of notice an Event of Default would exist under any such agreements and that all of the covenants, representations and warranties contained in the Agreement remain true as of the date hereof except with respect to those which are made with respect to specified earlier dates.

V.The execution, delivery, and effectiveness of this Amendment shall not operate as a waiver of any right, power, or remedy of Bank under the Agreement or other Loan Documents, nor constitute a waiver of any provision of the Loan Documents.  This Amendment shall not affect, alter, amend, or waive any right, power or remedy of Bank by virtue of any Borrower’s actions or failure to take certain actions which constitute a default or an Event of Default under the Agreement or any of the Loan Documents.

VI.This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which shall be taken together and constitute one and the same agreement.  Signatures may be made and delivered by telefax or other similar method which shall be effective as originals.

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

By: THE BURLINGTON CAPITAL GROUP, LLC, a Delaware limited liability company, its general partner

By:_/s/ Craig S. Allen____________________

BANKERS TRUST COMPANY

By:__/s/ Donald M. Shiu__________________

Donald M. Shiu, Senior Vice President

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EXHIBIT 2.1(a)(ii)

REVOLVING LINE OF CREDIT NOTE

$50,000,000November 14, 2016

FOR VALUE RECEIVED, the undersigned AMERICA FIRST MULTIFAMILY INVESTORS, L.P., a Delaware limited partnership ("Borrower"), promises to pay to the order of BANKERS TRUST COMPANY ("Bank") at its office at 453 7th Street, Des Moines, Iowa 50309, or at such other place as the holder hereof may designate, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty Million Dollars ($50,000,000), or so much thereof as may be advanced and be outstanding, with interest thereon, to be computed on each advance from the date of its disbursement as set forth herein.

INTEREST:

(a)Interest.  The interest rate on this Note is subject to change from time to time based on changes in an independent index which is the 30-Day London Interbank Offered Rate (LIBOR) as published in the Wall Street Journal (the “Index”).  The Index is not necessarily the lowest rate charged by Bank on its loans.  If the Index becomes unavailable during the term of this loan, Bank may designate a substitute index after notifying Borrower.  Bank will tell Borrower the current Index rate upon Borrower’s request.  The interest rate change will not occur more often than once each month on the first day of each month.  Borrower understands that Bank may make loans based on other rates as well. Interest on the unpaid principal balance on this Note will be calculated as described in the “Interest Calculation Method” paragraph using a rate equal to the Index in effect from time to time plus the Margin (as hereinafter defined and as it is adjusted from time to time).  NOTICE:  Under no circumstances will the interest rate on this Note be more than the maximum rate allowed by applicable law.  

As used herein, the applicable “Margin” shall be determined in accordance with the following chart (with Senior Debt and Market Value of Assets defined and calculated in accordance with the terms contained in that certain Credit Agreement between Bank and Borrower dated May 14, 2015, as amended (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”)):

Any change in the applicable Margin resulting from a change in the ratio of Borrower’s Senior Debt to Market Value of Assets shall be effective as of July 1 (for any change reflected in Borrower’s financial reporting for the period ending March 31), as of October 1 (for any change reflected in Borrower’s financial reporting for the period ending June 30), as of January 1 (for any change reflected in Borrower’s financial reporting for the period ending September 30), and as of April 1 (for any change reflected in Borrower’s financial reporting for the period ending December 31).

(b)Interest Calculation Method.  Interest on this Note is computed on a 365/360 basis; that is, by applying the ratio of the interest rate over a year of 360 days, multiplied by the outstanding principal balance, multiplied by the actual number of days the principal balance is outstanding.  All interest payable under this Note is computed using this method.

(c)Payment of Interest.  Interest accrued on this Note shall be payable monthly on the first day of each month, commencing December 1, 2016.

(d)Default Interest.  From and after the maturity date of this Note, or such earlier date as all principal owing hereunder becomes due and payable by acceleration or otherwise, the outstanding principal balance of this Note shall bear interest until paid in full at an increased rate per annum equal to three percent (3%) above the rate of interest from time to time applicable to this Note.

BORROWING AND REPAYMENT:

(a)Borrowing and Repayment.  Borrower may from time to time during the term of this Note borrow, partially or wholly repay its outstanding borrowings, and reborrow, subject to all of the limitations, terms and conditions of this Note and of the Credit Agreement; provided however, that the total outstanding borrowings under this Note shall not at any time exceed the principal amount stated above.  The unpaid principal balance of this obligation at any time shall be the total amounts advanced hereunder by the holder hereof less the amount of principal payments made hereon by or for any Borrower, which balance may be endorsed hereon from time to time by the holder.  Each advance hereunder shall be repaid in accordance with the terms of the Credit Agreement, and with all outstanding principal and any accrued and unpaid interest due and payable in full on May 14, 2018.

(b)Advances.  Advances hereunder, to the total amount of the principal sum stated above, may be made by the holder at the oral or written request of (i) _Craig S. Allen_ or _Chad L. Daffer, any one acting alone, who are authorized to request advances and direct the disposition of any advances until written notice of the revocation of such authority is received by the holder at the office designated above, or (ii) any person, with respect to advances deposited to the credit of any deposit account of Borrower, which advances, when so deposited, shall be conclusively presumed to have been made to or for the benefit of Borrower regardless of the fact that persons other than those authorized to request advances may have authority to draw against such account.  The holder shall have no obligation to determine whether any person requesting an advance is or has been authorized by Borrower.

(c)Application of Payments.  Each payment made on this Note shall be credited first, to any interest then due and second, to the outstanding principal balance hereof.

EVENTS OF DEFAULT:

This Note is made pursuant to and is subject to the terms and conditions of the Credit Agreement.  Any Event of Default under the Credit Agreement shall constitute an "Event of Default" under this Note.

MISCELLANEOUS:

(a)Remedies.  Upon the occurrence of any Event of Default, the holder of this Note, at the holder's option, may declare all sums of principal and interest outstanding hereunder to be immediately due and payable without presentment, demand, notice of nonperformance, notice of protest, protest or notice of dishonor, all of which are expressly waived by Borrower, and the obligation, if any, of the holder to extend any further credit hereunder shall immediately cease and terminate.  Borrower shall pay to the holder immediately upon demand the full amount of all payments, advances, charges, costs and expenses, including reasonable attorneys' fees, reasonably expended or incurred by the holder in connection with the enforcement of the holder's rights and/or the collection of any amounts which become due to the holder under this Note, and the prosecution or defense of any action in any way related to this Note, including without limitation, any action for declaratory relief, whether incurred at the trial or appellate level, in an arbitration proceeding or otherwise, and including any of the foregoing incurred in connection with any bankruptcy proceeding (including without limitation, any adversary proceeding, contested matter or motion brought by Bank or any other person) relating to any Borrower or any other person or entity.

(b)Obligations Joint and Several.  Should more than one person or entity sign this Note as a Borrower, the obligations of each such Borrower shall be joint and several.

(c)Governing Law.  This Note shall be governed by and construed in accordance with the laws of the State of Iowa.

IN WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.

AMERICA FIRST MULTIFAMILY INVESTORS, L.P.

By: AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO, a Delaware limited partnership, its general partner

By:  THE BURLINGTON CAPITAL GROUP, LLC, a Delaware limited liability company, its general partner

By:                  [EXHIBIT ONLY]                 
Name:   Craig S. Allen

Title:     Chief Financial Officer

EXHIBIT 5.3

America First Multifamily Investors, L.P. $ in 000’s   As of the Quarter Ending   / /      Market Value of Assets:    *Cash and Restricted Cash  Mortgage Rev Bond - in trust/fair value  Mortgage Rev Bond - fair value  Public Housing Capital Fund Trust-fair value  Mortgage Backed Securities - fair value  Net Fixed Assets  Taxable Bonds - fair value  #Property  Loans Net of Loan Loss Reserves  ^Vantage Assets    Total Market Value of Assets (A)    Senior Debts:    Tender Bond Option (TOB) Financing  TEBS Financings  Net Debt Financing  Mortgages Payable  Derivative swap, at fair value (balance sheet)  Total Outstanding Line(s) of Credit  Total Senior Debts (B)    Senior Debt (B) to Market Value of Assets (A)  Ratio of B divided by A is 75% or Below %   Off Balance Sheet:  Forward Bond Purchase Commitments (fair value)  Contingent Liabilities   * Total value of cash and restricted cash as reported in Company’s 10-Q and 10-k form filings, provided that the total value of cash and restricted cash shall not in the aggregate exceed the principal balance outstanding as of the date of calculation of a line of credit (separate from the Line of Credit) in the maximum principal amount of $7,500,000 provided to Company by Bankers Trust Company pursuant to a commitment letter dated March 14, 2014, as amended as March 14, 2016 and as further amended as of November 10, 2016, and evidenced by a Promissory Note in the amount of $7,500,000 dated November 10 2016.  #The total value of the “Property Loans Net of Loan Loss Reserve” included shall not in the aggregate exceed  the lesser of:  i) $25,000,000 or ii) 5% of the total Market Value of Assets less “Property Loans Net of Loan Loss Reserve”.  ^The total value of “Vantage Assets” included shall be 65% of the fair market value of any Vantage Assets as reported in Company’s 10-Q and 10-k form filings, provided that the total value of any “Vantage Assets” included shall not in the aggregate exceed the lesser of: i) $80,000,000; or ii) 10% of the total Market Value of Assets less 65% of the total value of all Vantage Assets, and further provided that no portion of the value of a particular Vantage Asset shall be included if any loan associated with the development of such Vantage Asset is in default.  Supporting information for the valuation of, and project details regarding, each Vantage Asset, and details regarding any asset that has been re-classified from one asset class to another are attached to this Compliance Certificate.  The Company has caused this Certificate to be executed and delivered by its duly authorized Chief Financial Officer on ____/___/___.  AMERICA FIRST MULTIFAMILY INVESTORS, L.P. By: AMERICA FIRST CAPITAL ASSOCIATES LIMITED PARTNERSHIP TWO, a Delaware limited partnership, its general partner By : THE BURLINGTON CAPITAL GROUP, LLC, a Delaware limited liability company, its general partner    By:  Name:  Title: Chief Financial Officer