ex10-1.htm


     

    Exhibit
      10.1

     

    
      Execution
        Version

    

    


    First
      Amendment To Revolving

    Credit
      and Term Loan Agreement

    


    This
      FIRST AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “First
      Amendment”) is entered into as of January 22, 2008, by and
      among:  Centerline Holding Company and Centerline Capital Group Inc.
      (collectively, the “Borrowers”); those Persons listed as Guarantors on Schedule 1 hereto
      (each, a “Guarantor,” and, collectively, the “Guarantors”); and those Lenders
      constituting the Required Lenders, each as set forth on a counterpart signature
      page hereto, substantially in the form of Schedule 2 hereto
      (the “Required Lenders”).

     

    RECITALS

     

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

     

    A.           
      The parties hereto, among others, have entered into that certain Revolving
      Credit and Term Loan Agreement, dated as of December 27, 2007 (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 Borrowers, the Guarantors and the Required Lenders desire to amend Section
      4.2.3 of the Loan Agreement to correct a scrivener’s error and to conform to the
      understanding of the parties with respect to such provision.

     

    NOW,
      THEREFORE, in consideration of the foregoing recitals and of the
      representations, warranties, covenants and conditions set forth herein 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.               The
      Loan Agreement is hereby amended as follows:

     

    (a)           
      Section 4.2.3(b) is hereby deleted and replaced in its entirety with the
      following:

     

    
    

    
      	 	
              (b)     All
                payments made pursuant to subclause (ii) of Section 1) of Schedule
                4.2.2,
                pursuant to clause (c) of Section 4.2.2, shall be applied (a) first,
                to
                fund the Unfunded Escrow until the remaining balance of the Unfunded
                Escrow equals zero Dollars, and (b) second, to repay the outstanding
                principal amount of the Term Loan (to be applied to installments
                of the
                Term Loan in direct order of maturity) pro rata among the Lenders
                in
                accordance with their respective Term Loan Commitment Percentages.

            	 


    

    
       

    

    (b)           
      Section 4.2.3(c) is hereby deleted and replaced in its entirety with the
      following:

     

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      	(c)           
              All payments made pursuant to subclauses
              (i) and
              (iii) of Section 1), Section
              2) and
              Section
              3) of Schedule
              4.2.2,
              pursuant to
              clause (c) of Section
              4.2.2,
              and all payments made pursuant to clauses
              (d) and
              (e)
              of
              Section
              4.2.2, shall be applied to repay the outstanding principal amount
              of the Term Loan (to be applied to installments of the Term Loan in
              direct
              order of maturity) pro rata among the Lenders in accordance with their
              respective Term Loan Commitment
              Percentages.


    

     

    Section
      2.               Representations
      and
      Warranties.  The Borrowers and Guarantors, jointly and
      severally, represent and warrant to the Lenders, the Swingline Lender, the
      Issuing Bank and the Administrative Agent as of the date of this First Amendment
      that: (a) no Default is in
      existence from and after, or will result from, the execution and delivery of
      this First 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 First 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 First Amendment 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
      3.               Ratification.  Except
      as hereby amended, 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 First 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.  In
      furtherance of the foregoing ratification, by executing this First 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 First 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.

     

    Section
      4.               Conditions
      Precedent.  The agreements set forth in this First Amendment are conditional
      and this First Amendment
      shall not be effective until receipt by the Administrative Agent of a
      fully-executed counterpart of this First Amendment.

     

    Section
      5.             
Counterparts.  This
      First 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.

     

    


    
      
        
          
          

        

        
          -
            2
            -

          
            

          

        

        
          
          

        

      

    

     

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

    


    Section7.              
      GOVERNING
      LAW.  THIS FIRST
      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 First Amendment shall be binding
      upon each of the Borrowers, the Guarantors, the Lenders, the Swingline Lender,
      the Issuing Bank, the Administrative Agent, the Agents 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 First Amendment are included herein for convenience of
      reference only and shall not constitute a part of this First Amendment for
      any
      other purpose.

     

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

     

    Section
      11.             Integration.  This
      First 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 First 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 First Amendment, all of which have become merged and finally
      integrated into this First 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 First
      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 First Amendment not included or referred to herein and not
      reflected by a writing included or referred to herein.

     

    Section
      12.             Jury Trial
      Waiver.  THE BORROWERS, GUARANTORS,
      ADMINISTRATIVE
      AGENT AND LENDERS BY ACCEPTANCE OF THIS FIRST 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 FIRST AMENDMENT, THE LOAN AGREEMENT, OR ANY OTHER LOAN DOCUMENTS
      CONTEMPLATED TO BE EXECUTED IN CONNECTION HEREWITH, OR 

     

    


    
      
        
          
          

        

        
          -
            3
            -

          
            

          

        

        
          
          

        

      

    

    


    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 ANY 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]

     

     

     

     

     

     

     

    


    
      
        
          
          

        

        
          -
            4
            -

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have caused this First 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: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
              
	 	 	 


    

                      

    
      	 	 	 	CENTERLINE
              CAPITAL
              GROUP INC.
	 	 	 	 By: 
              __________________________
	 	 	 	 	 Name: _____________________
	 	 	 	 	 Title: ______________________
	 	 	 	 


    

     

           

     

    


     

    (Signatures
      continued on next page)

     

    


    
      
        
          
            S-Borrowers

            Signature
              page to First Amendment to Revolving Credit and Term Loan
              Agreement

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	 	GUARANTORS:	CENTERLINE
              CAPITAL
              COMPANY LLC
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
              
	 	 	 


    

    

      	 	 	 	CENTERLINE
              AFFORDABLE HOUSING ADVISORS LLC
	 	 	 	 By: 
              __________________________
	 	 	 	 	 Name: _____________________
	 	 	 	 	 Title: ______________________
	 	 	 	 

 

    
      	 	 	 	CENTERLINE/AC
              INVESTORS LLC
	 	 	 	 By: 
              __________________________
	 	 	 	 	 Name: _____________________
	 	 	 	 	 Title: ______________________
	 	 	 	 


    

     

    
      	 	 	 	CENTERLINE
              HOLDING TRUST 
	 	 	 	 By: 
              __________________________
	 	 	 	 	 Name: _____________________
	 	 	 	 	 Title: ______________________
	 	 	 	 


    

     

    
      	 	 	 	CENTERLINE
              INVESTORS I LLC
	 	 	 	 By: 
              __________________________
	 	 	 	 	 Name: _____________________
	 	 	 	 	 Title: ______________________
	 	 	 	 


    

     

     

     

    (Signatures
      continued on next page)

     

    


    
      
        
          
            S-Guarantors

            Signature
              page to First Amendment to Revolving Credit and Term Loan
              Agreement

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

     

    
      	 	GUARANTORS
              (CONT.):	CENTERLINE
              REIT
              INC.
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
              
	 	 	 


    

     

    
      	 	 	CENTERLINE
              SERVICING INC.
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
	 	 	 


    

    


    
      	 	 	CENTERLINE
              FINANCE
              CORPORATION
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
	 	 	 


    

     

      	 	 	CENTERLINE
              INVESTOR
              LP LLC
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
	 	 	 


    

      

    
      	 	 	CENTERLINE
              INVESTOR
              LP II LLC
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
	 	 	 


    

     

      	 	 	CENTERLINE
              CREDIT
              MANAGEMENT LLC
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
	 	 	 

                                           

      	 	 	CM
              INVESTOR
              LLC
	 	 	 By: 
              __________________________
	 	 	 	 Name: _____________________
	 	 	 	 Title: ______________________
	 	 	 


    

      


     

    (Signatures
      continued on next page)

     

    


    
      
        
          
            S-Guarantors

            Signature
              page to First Amendment to Revolving Credit and Term Loan
              Agreement

          

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Schedule1

    


    Guarantors

     

    
      	
              1. 

            	
              Centerline
                Investor LP,

            
	2. 	Centerline
              Investor LP II,
	3. 	CCC,
	4. 	CAHA,
	5. 	Centerline/AC,
	6. 	Holding
              Trust,
	7. 	Centerline
              Investors,
	8. 	Centerline
              REIT Inc.,
	9. 	Centerline
              Servicing Inc.,
	10. 	Centerline
              Finance Corporation,
	11. 	Credit
              Management, and
	12. 	CM
              Investor LLC.


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    Schedule
      2

    


    Form
      of Signature Page for
      Lenders included in Required Lenders for purposes of approving


    FIRST
      AMENDMENT TO REVOLVING
      CREDIT AND TERM LOAN AGREEMENT:

    


    


    The
      undersigned hereby evidences its agreement to the terms of the FIRST AMENDMENT
      TO REVOLVING CREDIT AND TERM LOAN AGREEMENT, and the consummation of the
      transactions contemplated thereby, amending that certain Revolving Credit and
      Term Loan Agreement dated as of December 27, 2007 by and among Centerline
      Holding Company and Centerline Capital Group Inc. as the Borrowers, the
      Guarantors described therein, the Lenders described therein, and Bank of
      America, N.A., as Administrative Agent, Swingline Lender and Issuing
      Bank.

    


    


    [Name
      of Lender]

    


    


    By:
      ________________________________

    Name:

    Title:

    


    


    Representing
      _____% of all Term Loans outstanding, all Revolving Exposure, unused Revolving
      Loan Commitments and unused Term Loan Commitments