Exhibit 10.9.2 

**FIRST AMENDMENT**

**TO**

**AMENDEDAND RESTATED CREDIT AGREEMENT**

This **FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT** (this “***Amendment***”) is entered into as of February 1,2005, among **MMA CONSTRUCTION FINANCE, LLC**, a Maryland limited liability company and formerly known as MuniMae Midland Construction Finance, LLC (“***MMCF***”), **MMA MORTGAGE INVESTMENT CORPORATION**, a Floridacorporation and formerly known as Midland Mortgage Investment Corporation (“***MMI***”; MMI and MMCF collectively called “***Borrowers***”), each lender from time to time party hereto (collectively, the“***Lenders***” and individually, a “***Lender***”), and **BANK OF AMERICA, N.A.,**as Administrative Agent (“***Administrative Agent***”) and L/C Issuer (“***L/CIssuer***”). 

A. Borrowers, Administrative Agent, L/C Issuer, and Lenders have entered into that certain Amended and Restated Credit Agreementdated as of December 3, 2004 (the “***Credit Agreement***”) pursuant to which Lenders have provided Borrowers with a $70 million revolving credit facility; 

B. On January 11, 2005, Midland Mortgage Investment Corporation filed an Amendment to Articles of Incorporation of MMI with the Florida Department of State changing its name to MMA Mortgage Investment Corporation(the “***Name Change***”); 

C. Borrowers, Administrative Agent, L/C Issuer and Lenders have agreed, upon the following terms andconditions, to amend the Credit Agreement and the other Loan Documents to reflect the Name Change. 

**NOW, THEREFORE**, in considerationof the mutual promises herein contained, and for other valuable consideration, the parties hereto agree as follows: 

1. **Defined Terms**. 

Unless otherwise specified, the defined terms will have their meanings as provided in the Credit Agreement. 

2. **Amendment to Credit Agreement and Loan Documents**. 

All references in the Credit Agreement and the other Loan Documents to either “*Midland Mortgage Investment Corporation*” or “*MMI*” are hereby deemed to be references to “*MMA Mortgage InvestmentCorporation*.” 

3. **Effectiveness**. The effectiveness of this Amendment is subject to receipt by Administrative Agent of the following:

a. **Amendment**. This Amendment, duly executed and delivered by each of the Borrowers, Administrative Agent, L/C Issuer and Lenders.

 

1 

b. **Other Information**. Such other information and documents as may reasonably be required byAdministrative Agent and its counsel. 

4. **Representations and Warranties.**Borrowers hereby represent and warrant to Administrative Agent, L/C Issuerand Lenders as follows: 

a. **Due Authorization**. Each of the Borrowers is duly authorized to execute, deliver and perform thisAmendment, and the Credit Agreement, as amended by this Amendment, is the legal and binding obligation of each Borrower enforceable against each Borrower in accordance with its terms. 

b. **Credit Agreement.** [INTENTIONALLY OMMITTED]. 

c. **No Event of Default.** [INTENTIONALLY OMMITTED]. 

d. **No Amendments.** Except for the Amendment to Articles ofIncorporation of MMI, dated January 10, 2005, and filed with the Florida Department of State on January 11, 2005, there have been no amendments to the Organization Documents of any of the Borrowers and General Partner since the latestdelivery thereof by Borrowers to Administrative Agent. 

5. **Miscellaneous**. 

a. **No Other Amendments**. Except as expressly amended herein, the terms of the Credit Agreement shall remain in full force and effect. 

b. **Limitation on Agreements**. The amendment set forth herein is limited precisely as written and shall not be deemed (a) to be a consent underor waiver of any other term or condition in the Credit Agreement or any of the Loan Documents, or (b) to prejudice any right or rights which Administrative Agent, L/C Issuer and Lenders now have or may have in the future under, or in connectionwith the Credit Agreement, as amended hereby, the New Note, the Loan Documents or any of the other documents referred to herein or therein. From and after the effectiveness of this Amendment, all references in the Credit Agreement to the CreditAgreement shall be deemed to be references to the Credit Agreement after giving effect to this Amendment. 

c. **Counterparts**. ThisAmendment may be executed in two or more counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page to this Amendment bytelecopier shall be effective as delivery of a manually executed counterpart of this Amendment. 

d. **GOVERNING LAW. THIS AMENDMENT SHALLBE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THAT MIGHT OTHERWISE APPLY.**

***REMAINDEROF PAGE INTENTIONALLY LEFT BLANK.***

***SIGNATURE PAGES FOLLOW.***

 

2 

**IN WITNESS WHEREOF**, the parties hereto have caused this Amendment to be duly executed as of theday and year first above written. 

 
**BORROWERS:****MMA CONSTRUCTION FINANCE, LLC,**
By:
 
MuniMae Investment Services Corporation
 
By:
 
/s/ Gary A. Mentesana
  
Name:
 
Gary A. Mentesana
  
Title:
 
Executive Vice President
**MMA MORTGAGE INVESTMENT CORPORATION** 
By:
 
/s/ Gary A. Mentesana
  
Name:
 
Gary A. Mentesana
  
Title:
 
Executive Vice President

 

First Amendment to Amended and Restated Midland Corporate Credit Agreement Signature Page 

**ADMINISTRATIVE AGENT:**
**BANK OF AMERICA, N.A.****,**

asAdministrative Agent, L/C Issuer and Lender

By:
 
/s/ Ugo Arinzeh
 
Name: Ugo Arinzeh
 
Title: Vice President

 

First Amendment to Amended and Restated Midland Corporate Credit Agreement Signature Page