credit-security.htm


    Exhibit 10.1

     

     

    
      SECOND
        AMENDMENT TO WAREHOUSING

      CREDIT
        AND SECURITY
        AGREEMENT

       

      This
        Second Amendment to Warehousing Credit and Security Agreement (this
        "Amendment"), is entered into effective as of the 20th day of December, 2007
        by
        and among CENTERLINE MORTGAGE
        CAPITAL INC., a Delaware corporation and CENTERLINE MORTGAGE
        PARTNERS
        INC., a Delaware corporation (individually and collectively, the "Borrower"), the lenders
        party
        to the Credit Agreement, as defined hereafter (individually, a "Lender" and collectively,
        the
        "Lenders"), and CITICORP
        USA, INC., as agent
        for the Lenders ("Agent").

       

      Section
        1.  
        Recitals.  Borrower,
        Agent, and Lenders are parties to that certain Warehousing Credit and Security
        Agreement dated May 31, 2007, (the "Credit Agreement") for the purposes and
        consideration therein expressed.  Borrower, Agent, and the Lenders
        desire to reduce the Commitment and make certain other amendments to the
        Credit
        Agreement as more particularly set forth herein.  Therefore, Borrower,
        Agent, and the Lenders hereby agree as follows, intending to be legally
        bound:

       

      Section
        2.  
        Definitions
        and
        References.  Unless the context otherwise requires or unless
        otherwise expressly defined herein, the terms in the Credit Agreement shall
        have
        the same meanings whenever used in this Amendment.

       

      Section
        3.  
        Amendments.  The
        Credit Agreement is hereby amended, as follows:

       

      (a)        
        The
        following definition
        is hereby amended and restated in or added to, as
        applicable, Section 1.1 of the Credit Agreement as follows:

       

                  
        "Commitment"
        means the commitment of the Lenders to make Advances hereunder in an aggregate
        principal amount at any time outstanding that shall not exceed an amount
        equal
        to ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS ($150,000,000.00), subject
        to
        any increases or decreases of such amount pursuant to the terms of this
        Agreement; provided, however,
        that no
        Lender's portion of such Advances may ever exceed its Commitment
        Amount.

       

      (b)        
        Section 2.4(a) of the
        Credit Agreement is hereby amended and restated to read as follows:

                   
        

      
      

      
                 
          "(a)            
          Except as provided in Section
          2.4(c)
          below, the unpaid amount of each Advance hereunder shall bear interest
          from the
          date of such Advance until paid in full, at a rate of interest (the "Basic
          Rate") equal to a floating rate of interest which is equal to 70 basis
          points
          (0.70%) per annum over the LIBOR Rate."

         

      

      
        (c)          Schedule
          1to the Credit Agreement
          is
          deleted in its entirety and Schedule
          1to this Amendment
          is given
          in substitution and replacement thereof.

      

       

      Section
        4. 
        Representations
        and Other
        Agreements.  Borrower represents and warrants that all of the
        representations and warranties contained in the Credit Agreement and all
        instruments and documents executed pursuant thereto or contemplated thereby
        are
        true and correct in all material  respects on and as of this date
        (except to the extent of changes resulting from transactions contemplated
        and
        permitted by the Credit Agreement and the other Loan Documents and changes
        occurring in the ordinary course of business that singly or in the aggregate
        are
        not materially adverse, and except to the extent that such representations
        and
        warranties relate expressly to an earlier date).

       

       

      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

         

      

      Section
        5. 
        Representations.  Except
        as otherwise specified herein, the terms and provisions hereof shall in no
        manner impair, limit, restrict or otherwise affect the Obligations of Borrower
        as evidenced by the Loan Documents.  Borrower hereby acknowledges,
        agrees, and represents that (i) Borrower is indebted to Lenders pursuant
        to the
        terms of the Credit Agreement and the Notes, as modified hereby; (ii) the
        liens,
        security interests and assignments created and evidenced by the Loan Documents
        are, respectively, first, prior, valid and subsisting liens, security interests
        and assignments against the Collateral and secure all indebtedness and
        obligations of Borrower to Lenders under the Notes, the Credit Agreement,
        all
        other Loan Documents, as modified herein; (iii) there are no claims or offsets
        against, or defenses or counterclaims to, the terms or provisions of the
        Loan
        Documents, and the other obligations created or evidenced by the Loan Documents;
        (iv) Borrower has no claims, offsets, defenses or counterclaims arising from
        any
        of the Agent's or Lenders' acts or omissions with respect to the Loan Documents,
        or the Agent's or Lenders' performance under the Loan Documents; and (v)
        Borrower is not in default and no event has occurred which, with the passage
        of
        time, giving of notice, or both, would constitute a default by Borrower of
        Borrower’s obligations under the terms and provisions of the Loan
        Documents.

       

      Section
        6. 
        Severability.  In
        the event any one or more provisions contained in the Credit Agreement or
        this
        Amendment should be held to be invalid, illegal or unenforceable in any respect,
        the validity, enforceability and legality of the remaining provisions contained
        herein and therein shall not be affected in any way or impaired thereby and
        shall be enforceable in accordance with their respective terms.

       

      Section
        7. 
        Ratification
        of
        Agreements.  (a) Except as amended hereby, Borrower ratifies
        and confirms that the Credit Agreement, the Notes, and all other Loan Documents
        are and remain in full force and effect in accordance with their respective
        terms and that all Collateral is unimpaired by this Amendment and secures
        the
        payment and performance of all indebtedness and obligations of Borrower under
        the Notes, the Credit Agreement, and all other Loan Documents, as modified
        hereby.  Borrower shall execute and deliver a new Note to CITICORP
        USA, INC. in the amount of its new reduced Commitment Amount.

       

      (b)           
        The undersigned officer of the Borrower executing this Amendment represents
        and
        warrants that he has full power and authority to execute and deliver this
        Amendment on behalf of the Borrower, that such execution and delivery has
        been
        duly authorized by all necessary corporate action of Borrower, and represents
        and warrants that the resolutions and affidavits previously delivered to
        Agent,
        in connection with the execution and delivery of the Credit Agreement, are
        and
        remain in full force and effect and have not been altered, amended or repealed
        in anyway.

       

      (c)           
        Any reference to the Credit Agreement in any Loan Document shall be deemed
        to be
        references to the Credit Agreement as amended hereby.

       

      Section
        8. 
        No
        Waiver.  Borrower agrees that no Event of Default and no
        Default has been waived or remedied by the execution of this Amendment by
        Agent
        and Lenders, and any such Default or Event of Default heretofore arising
        and
        currently continuing shall continue after the execution and delivery
        hereof.

       

       

      
        
          
          

        

        
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            2

          
            

          

        

        
          
          

        

      

       

      Section
        9. 
        Governing
        Law.  This Amendment shall be governed by and construed in
        accordance with the laws of the State of New York and, to the extent applicable,
        by federal law.

       

      Section
        10.     Counterparts
        and
        Gender.  This Amendment may be executed in any number of
        counterparts and all of such counterparts taken together shall be deemed
        to
        constitute one and the same instrument.  Each gender used herein shall
        include and apply to all genders, including the neuter.

       

      Section
        11.    NO ORAL AGREEMENTS. THIS AMENDMENT, THE CREDIT AGREEMENT,
        THE NOTES, AND THE OTHER LOAN DOCUMENTS, AS MODIFIED AND AMENDED HEREBY,
        REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED
        BY
        EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS OF THE PARTIES. THERE
        ARE
        NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

       

      EXECUTED
        this 20th day of December, 2007 to be effective as of the date first
        written above.

       

      [SIGNATURE
        PAGES FOLLOW]

       

      


      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      

       

       

      
      

      
        	 	BORROWER:
	 	 
	 	CENTERLINE
                MORTGAGE
                CAPITAL INC.,
	 	a
                Delaware
                corporation
	 	 
	 	 
	 	By:
                __/s/
                James L.
                Duggins                            
                
	 	Name:___James
                L.
                Duggins                           
                
	 	Title:____Chief
                Executive
                Officer                 
                
	 	 
	 	 
	 	CENTERLINE
                MORTGAGE
                PARTNERS INC.,
	 	a
                Delaware
                corporation
	 	 
	 	 
	 	By:
                __/s/
                James L.
                Duggins                            
                
	 	Name:___James
                L.
                Duggins                           
                
	 	Title:____Chief
                Executive
                Officer                 
                


      

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	 	CITICORP
                USA, INC.,
                as Agent
	 	 
	 	 
	 	By:
                __/s/ Amir
                Kirkwood                               
                 
	 	Name:___Amir
                Kirkwood                                
	 	Title:____Vice
                President                                 
                
	 	 
	 	 
	 	CITICORP
                USA, INC.,
                as a Lender
	 	 
	 	 
	 	By:
                __/s/ Amir
                Kirkwood                                 
	 	Name:___Amir
                Kirkwood                                
	 	Title:____Vice
                President                                 
                


      

       

       

      


      
        
          
          

        

        
          - 5 -

          
            

          

        

        
          
          

        

      

       

       

      
        	 	SUNTRUST
                BANK,
	 	a
                Georgia banking
                corporation, as a Lender
	 	 
	 	 
	 	By:
                ___/s/ Derrick
                Brown                                
                
	 	Name:_Derrick
                Brown                                      
                
	 	Title:__First
                Vice
                President                             


      

      


       

       

      
        
          
          

        

        
          - 6 -

          
            

          

        

        
          
          

        

      

       

       

      
        	 	WACHOVIA
                BANK,
                N.A.,
	 	a
                national banking association., as a
                Lender
	 	 
	 	 
	 	By:
                ____/s/ Filomena R.
                Cerqueira              
                
	 	Name:__Filomena
                R.
                Cerqueira                     
                
	 	Title:___Vice
                President                                  
                


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Schedule
        1 –
Lenders and Commitments

      


       

      
        	
                 
                  Lender

              	
                 
                  Commitment Amount

              	
                 
                  Commitment Percentage

              
	
                 
                  Citicorp USA., Inc.

              	
                 
                  $70,000,000

              	
                 
                  46.666667%

              
	
                 
                  SunTrust Bank

              	
                 
                  $50,000,000

              	
                 
                  33.333333%

              
	
                 
                  Wachovia Bank, N.A.

              	
                 
                  $30,000,000

              	
                 
                  20%