Amendment
No. 7 to Waiver to 


Second
Amended and Restated Revolving Credit and Term Loan Agreement


 


This AMENDMENT NO.
7 TO WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) is entered
into as of January 11, 2013, by and among: Centerline Holding Company and Centerline Capital Group LLC (collectively, the “Borrowers”);
those Persons listed as Guarantors on Schedule 1 hereto (each, a “Guarantor,” and, collectively, the
“Guarantors”); Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”)
and, pursuant to Section 23.1 of the Loan Agreement (as defined below), those Lenders constituting the Required Lenders
as set forth on a counterpart signature page hereto, substantially in the form of Schedule 2 hereto.


 


RECITALS


 


Reference is made to
the following facts that constitute the background of this Amendment:


 


A.          The parties hereto,
among others, have entered into that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
March 5, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”).
Capitalized terms used herein and not otherwise defined herein shall have the same meanings herein as ascribed to them in the Loan
Agreement.


 


B.          The parties hereto
have also entered into that certain Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
November 14, 2011, as amended by (1) that certain Amendment to Waiver to Second Amended and Restated Revolving Credit and Term
Loan Agreement, dated as of November 30, 2011, (2) that certain Amendment No. 2 to Waiver to Second Amended and Restated Revolving
Credit and Term Loan Agreement, dated as of December 15, 2011, (3) that certain Amendment No. 3 to Waiver to Second Amended and
Restated Revolving Credit and Term Loan Agreement, dated as of February 28, 2012, (4) that certain Amendment No. 4 to Waiver to
Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 18, 2012, (5) that certain Amendment No.
5 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 16, 2012 and (6) that certain
Amendment No. 6 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement dated as of October 5, 2012 (collectively,
as amended, the “Waiver”), pursuant to which, among other things, the Administrative Agent and the Required
Lenders temporarily waived (i) the Borrowers’ compliance with the Consolidated EBITDA to Fixed Charge Ratio covenant set
forth in Section 10.13 of the Loan Agreement (the “Fixed Charge Covenant”) as of the end of each of the
Fiscal Quarters ending September 30, 2011, March 31, 2012, June 30, 2012 and September 30, 2012 and (ii) the Borrowers’ compliance
with the Total Debt/Consolidated EBITDA Ratio covenant set forth in Section 10.14 of the Loan Agreement (the “Leverage
Covenant”) as of the end of the Fiscal Quarter ending June 30, 2012 and September 30, 2012 (collectively, the “Existing
Waivers”).


 


C.          The Borrowers
and Guarantors have requested that the Lenders consider several further amendments to the Loan Agreement and, in order to facilitate
consideration of these requests, have further requested that the Required Lenders extend the expiration of the Existing Waivers
from January 11, 2013, until February 6, 2013.


 






    	 



    	 



    
 


D.          The Required
Lenders are willing to grant such request solely upon the terms and conditions contained herein.


 


NOW, THEREFORE, in
consideration of the foregoing recitals and of the representations, warranties, covenants and conditions set forth herein, in the
Waiver and in the Loan Agreement, and for other valuable consideration the receipt and adequacy of which is hereby acknowledged,
the parties hereto agree as follows:


 


Section 1.          Conditions
Precedent to Effectiveness of Amendment. The execution and delivery of this Amendment by the Required Lenders is conditioned
upon (a) the execution and delivery of this Amendment by the Borrowers and the Guarantors and (b) the execution, delivery and/or
completion by the Borrowers and the Guarantors of the following documents and/or actions, as applicable:


 


Section 1.1.          Payment
of Legal and Other Fees. Simultaneously with the execution and delivery of this Amendment, the Borrowers shall pay, or cause
to be paid, all of the Administrative Agent’s reasonable costs, fees and expenses incurred through the date hereof in connection
with the administration of the Loan Agreement and for which a reasonably detailed invoice has been provided, including, without
limitation, all reasonable outstanding fees and disbursements owed to the Administrative Agent’s legal counsel, Nutter, McClennen
& Fish LLP (“Nutter”) and Nutter’s consultant, Loughlin Management Partners + Co. (“LM+Co”).


 


Section 2.          Temporary
Waiver of Fixed Charge Covenant and Leverage Covenant. The Existing Waivers are hereby extended until February 6, 2013, at
which time any and all Defaults arising from or related to the Borrowers’ noncompliance with such provisions subject to the
Existing Waivers, unless further waived by the Administrative Agent and the Required Lenders, shall be immediately reinstated.


 


Section 3.          Representations
and Warranties. The Borrowers and Guarantors, jointly and severally, represent and warrant to the Lenders, the Issuing Bank
and the Administrative Agent as of the date of this Amendment that: (a) other than to the extent described in this Amendment,
no Default is in existence on the date hereof, or will result from the execution and delivery of this
Amendment or the consummation of any transactions contemplated hereby; (b) each of the representations and warranties of
the Borrowers and the Guarantors in the Loan Agreement and the other Loan Documents is true and correct in all material respects
on the effective date of this Amendment (except for representations and warranties limited as
to time or with respect to a specific event, which representations and warranties shall continue to be limited to such time or
event); and (c) this Amendment, the Waiver and the Loan Agreement are legal, valid and binding agreements of the Borrowers and
the Guarantors and are enforceable against them in accordance with their terms.


 


Section 4.          Ratification.
Except as hereby amended or waived, the Loan Agreement, all other Loan Documents and each provision thereof are hereby ratified
and confirmed in every respect and shall continue in full force and effect, and this Amendment
shall not be, and shall not be deemed to be, a waiver of any Default or of any covenant, term or provision of the Loan Agreement
or the other Loan Documents. Without limiting the foregoing, the Borrowers and the Guarantors hereby expressly acknowledge and
agree that all ongoing obligations under the various Side Letters entered into in connection with, and as defined in, the Waiver,
shall continue in full force and effect. In furtherance of the foregoing ratification, by executing this Amendment
in the spaces provided below, each of the Guarantors, on a joint and several basis, hereby absolutely and unconditionally
(a) reaffirms its obligations under the Guaranties, and (b) absolutely and unconditionally consents to (i) the execution and delivery
by the Borrowers of this Amendment, (ii) the continued implementation and consummation of arrangements
and transactions contemplated by the Loan Agreement (including, without limitation, as amended or waived hereby) and the other
Loan Documents, and (iii) the performance and observance by each Borrower and each Guarantor of all of its respective agreements,
covenants, duties and obligations under the Loan Agreement (including, without limitation, as amended hereby) and the other Loan
Documents.


 






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Section 5.          Counterparts.
This Amendment may be executed and delivered in any number of counterparts with the same effect
as if the signatures on each counterpart were upon the same instrument. Any counterpart delivered by facsimile or by other electronic
method of transmission shall be deemed an original signature thereto.


 


Section 6.          Amendment
as Loan Document. Each party hereto agrees and acknowledges that this Amendment constitutes
a “Loan Document” under and as defined in the Loan Agreement.


 


Section
7.          Governing Law. This AMENDMENT
shall be deemed to constitute a contract made under the laws of the State of New
York, INCLUDING ARTICLE 5 OF THE UCC, and shall be governed by and construed in accordance with the internal laws of the State
of New York (INCLUDING SECTION 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW, but otherwise without regard to its conflicts
of law rules).


 


Section 8.          Successors
and Assigns. This Amendment shall be binding upon each of the Borrowers, the Guarantors,
the Lenders, the Issuing Bank, the Administrative Agent, and their respective successors and assigns, and shall inure to the benefit
of each such Person and their permitted successors and assigns.


 


Section 9.          Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


 


Section 10.        Expenses.
Each Borrower jointly and severally agrees to promptly reimburse the Administrative Agent and any of the Lenders for all expenses,
including, without limitation, reasonable fees and expenses of Nutter and LM+Co, that such Person has heretofore or hereafter
incurred or incurs in connection with the preparation, negotiation and execution of this Amendment and all other instruments,
documents and agreements executed and delivered in connection with this Amendment.


 






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Section 11.        Integration.
This Amendment contains the entire understanding of the parties hereto and with any other Lenders and parties to the Loan Agreement
with regard to the subject matter contained herein. This Amendment supersedes all prior or contemporaneous negotiations, promises,
covenants, agreements and representations of every nature whatsoever with respect to the matters referred to in this Amendment,
all of which have become merged and finally integrated into this Amendment. Each of the parties hereto understands that in the
event of any subsequent litigation, controversy or dispute concerning any of the terms, conditions or provisions of this Amendment,
no party shall be entitled to offer or introduce into evidence any oral promises or oral agreements between the parties relating
to the subject matter of this Amendment not included or referred to herein and not reflected by a writing included or referred
to herein.


 


Section 12.        No Course of Dealing. The Administrative Agent and the Required Lenders have entered into this Amendment on the express
understanding with the Borrowers and the Guarantors that, in entering into this Amendment, neither the Administrative Agent nor
the Lenders are establishing any course of dealing with the Borrowers or the Guarantors. The Administrative Agent’s and
the Lenders’ rights to require strict performance with all of the terms and conditions of the Loan Agreement and the other
Loan Documents shall not in any way be impaired by the execution of this Amendment. Neither the Administrative Agent nor the Lenders
shall be obligated in any manner to execute any further amendments or waivers and if such amendments or waivers are requested
by the Borrowers and/or the Guarantors in the future, assuming the terms and conditions thereof are satisfactory to the Administrative
Agent and the Lenders, the Administrative Agent and the Lenders may require the payment of fees in connection therewith. Each
of the Borrowers and the Guarantors agree that none of the waivers or amendments set forth herein constitute a course of dealing
giving rise to any obligation on the part of the Administrative Agent or the Lenders that requires a similar or any other waiver
or amendment with respect to the Loan Agreement or any other Loan Document.


 


Section 13.        Jury
Trial Waiver. THE BORROWERS, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY ACCEPTANCE
OF THIS AMENDMENT, MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AMENDMENT, THE LOAN AGREEMENT, OR ANY OTHER LOAN DOCUMENTS
CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS (WHETHER VERBAL OR
WRITTEN) OR ACTIONS OF ANY PARTY, INCLUDING, WITHOUT LIMITATION, ANY COURSE OF CONDUCT, COURSE OF DEALINGS, STATEMENTS OR ACTIONS
OF THE ADMINISTRATIVE AGENT OR ANY LENDER RELATING TO THE ADMINISTRATION OF THE LOAN OR ENFORCEMENT OF THE LOAN DOCUMENTS, ARISING
OUT OF TORT, STRICT LIABILITY, CONTRACT OR ANY OTHER LAW, AND AGREE THAT NO PARTY WILL SEEK TO CONSOLIDATE ANY SUCH ACTION WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.


 


[Remainder of page
intentionally left blank; signature pages follow]


 






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IN WITNESS WHEREOF,
the parties have caused this Amendment to be duly executed by their duly authorized officers or representatives, all as of the
date first above written.


 


	 	BORROWERS:	CENTERLINE HOLDING COMPANY
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name:
Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE CAPITAL GROUP LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name: Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 




 


 


(Signatures continued
on next page)


 


 


 


 


 


 


S-Borrowers


Signature
page to Amendment No. 7 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement











    	 



    	 



    
 





	 	GUARANTORS:	CENTERLINE CAPITAL COMPANY LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name:
Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE AFFORDABLE HOUSING ADVISORS LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name:
Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE HOLDING TRUST
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name:
Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE HOLDING TRUST II
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name:
Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE AREA LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name:
    Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 




 





(Signatures continued
on next page)


 


 


 


 


S-Guarantors


Signature
page to Amendment No. 7 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement











    	 



    	 



    
 


	 	GUARANTORS (CONT.):	CENTERLINE FINANCE CORPORATION
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name: Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE INVESTOR LP LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name: Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE INVESTOR LP II LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name: Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE INVESTOR LP III LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name: Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CM INVESTOR LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name: Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 
	 	 	 
	 	 	 
	 	 	CENTERLINE MANAGER LLC
	 	 	 
	 	 	By: /s/ Robert L. Levy                                            
	 	 	       Name: Robert L. Levy                                      
	 	 	       Title: President and Chief Operating Officer 




 


 


S-Guarantors


Signature
page to Amendment No. 7 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement











    	 



    	 



    
 



 


Schedule
1


 


Guarantors


 


	1.	CCC
	2.	CAHA
	3.	Holding Trust
	4.	Holding Trust II
	5.	Centerline AREA LLC
	6.	Centerline Finance Corporation
	7.	Centerline Investor LP
	8.	Centerline Investor LP II
	9.	Centerline LIHTC Sub
	10.	CM Investor LLC
	11.	Centerline Manager LLC




 


 






    	 



    	 



    
 


AMENDMENT NO. 7 TO WAIVER TO SECOND
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT:


 


The undersigned hereby evidences its agreement
to the terms of that certain AMENDMENT NO. 7 TO WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT,
dated as of January 11, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline
Capital Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A.,
as the Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from
time to time.


 


 


	 	BANK OF AMERICA, N.A.
	 	 
	 	 
	 	By: /s/ John F. Simon_____
	 	Name: John F. Simon
	 	Title: SVP




 


 


Representing
40.816326532% of all Revolving Loan Commitments and Term Loan Commitments 


 


 






    	 



    	 



    
 


Schedule 2


 


Form of Signature Page for Lenders included
in Required Lenders for purposes of approving AMENDMENT NO. 7 TO WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT:


 


The undersigned hereby evidences its agreement
to the terms of that certain AMENDMENT NO. 7 TO WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT,
dated as of January 11, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline
Capital Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A.,
as the Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from
time to time.


 


 


	 	Morgan Stanley Senior Funding, Inc.
	 	 
	 	 
	 	By: /s/ Su Yeo           
	 	Name: Su Yeo 
	 	Title: Vice President 




 


 


Representing
16.3265% of all Revolving Loan Commitments and Term Loan Commitments 


 


 






    	 



    	 



    
 


AMENDMENT NO. 7 TO WAIVER TO SECOND
AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT:


 


The undersigned hereby evidences its agreement
to the terms of that certain AMENDMENT NO. 7 TO WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT,
dated as of January 11, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline
Capital Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A.,
as the Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from
time to time.


 


 


	 	MLBUSA COMMUNITY DEVELOPMENT CORP.
	 	 
	 	 
	 	By: /s/ John F. Simon           
	 	Name: John F. Simon 
	 	Title: Authorized Signatory




 


 


Representing
10.204081632% of all Revolving Loan Commitments and Term Loan Commitments 


 


 






    	 



    	 



    
 


Schedule 2


 


Form of Signature Page for Lenders included
in Required Lenders for purposes of approving AMENDMENT NO. 7 TO WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM
LOAN AGREEMENT:


 


The undersigned hereby evidences its agreement
to the terms of that certain AMENDMENT NO. 7 TO WAIVER TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT,
dated as of January 11, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline
Capital Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A.,
as the Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from
time to time.


 


 


	 	Comerica Bank
	 	 
	 	 
	 	By: /s/ Thomas W. Million          
	 	Name: Thomas W. Million 
	 	Title: Vice President 




 


 


Representing
4.081632653% of all Revolving Loan Commitments and Term Loan Commitments