Unassociated Document


    THIRD
      AMENDMENT TO WAREHOUSING

    CREDIT
      AND SECURITY
      AGREEMENT

     

    This
      Third Amendment to Warehousing Credit and Security Agreement (this "Amendment"),
      is entered into effective as of the 27th 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
      BANK OF AMERICA, N.A. (“BofA”, and as successor
      to
      Citicorp USA, Inc. (“CUSA”) 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 (as amended from time to time, the "Credit
      Agreement") for the purposes and consideration therein
      expressed.  Pursuant to the Assignment and Acceptance of even date
      herewith (the “Assignment”), CUSA has assigned all of its rights and obligations
      as a Lender and as agent for the Lenders under the Credit Agreement, the other
      Loan Documents, the Collateral Documents, the Custodial Agreement and any other
      documents or instruments delivered pursuant to the foregoing documents and
      agreements (collectively, the “Credit Documents”) to
      BofA.  The Borrower and the Lenders desire to acknowledge such
      assignment, and the Borrower, the Lenders and the Agent desire to make certain
      amendments to the Credit Agreement and the other Credit Documents as more
      particularly set forth herein.  Therefore, the 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 Regarding
      Bank of
      America, N.A.  The Credit Agreement is hereby amended, as
      follows:

     

    (a)           
      The definition of Agent in Section 1.1 of the Credit Agreement is hereby
      replaced in its entirety with the following:

     

    “‘Agent’
means,
      at any
      time, Bank of America, N.A., or its successors acting as agent for Lenders
      under
      the Loan Documents.”

    


    (b)           
      Section 9 to the Credit Agreement is hereby amended by replacing the references
      to CUSA as agent and a Lender with the following:

     

    “If
      to
      Bank of America, N.A.,

    as
      Agent:

    Bank
      of
      America, N.A.

    Attn.:
      John F. Simon, Senior Vice President

    One
      Federal Street

    MA5-503-04-16

    Boston,
      MA 02110

    Fax
      No.:
      617-346-4670


    
      
        
        

      

      
        Page
          1

        
          

        

      

      
        
        

      

    


    E-mail:
      john.f.simon@bankofamerica.com

    with
      a
      copy to:

    Nutter,
      McClennen & Fish, LLP

    Attn.:
      Philip R. Rosenblatt, Esq.

    155
      Seaport Boulevard

    Boston,
      MA 02210

    Fax
      No.:
      617-310-9806

    E-mail:
      prosenblatt@nutter.com

    


    If
      to
      Bank of America, N.A.,

    as
      Lender:

    Bank
      of
      America, N.A.

    Attn.:
      John F. Simon, Senior Vice President

    One
      Federal Street

    MA5-503-04-16

    Boston,
      MA 02110

    Fax
      No.:
      617-346-4670

    E-mail:
      john.f.simon@bankofamerica.com

    with
      a
      copy to:

    Nutter,
      McClennen & Fish, LLP

    Attn.:
      Philip R. Rosenblatt, Esq.

    155
      Seaport Boulevard

    Boston,
      MA 02210

    Fax
      No.:
      617-310-9806

    E-mail:
      prosenblatt@nutter.com”

    


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

     

    (d)           
      All references to Citicorp USA, Inc., as a Lender, as agent for the Lenders
      or
      otherwise, in any of the Credit Documents are hereby deleted and replaced with
      a
      reference to Bank of America, N.A.

     

    Section
      4.                Amendments Regarding
      Unused
      Fee.  The Credit Agreement is hereby amended, as
      follows:

    


    (a)           
      The Credit Agreement is hereby amended by adding the following as new Section
      2.12 of the Credit Agreement:

     

    “Section
      2.12  Unused
      Fee.  The Borrower shall pay to the Agent, for the pro rata
      benefit of the Lenders in accordance with their respective Commitment Amounts,
      a
      fee (the “Unused Fee”) calculated as follows:

     

    (a)           
      Each day prior to the Maturity Date that the “Daily Unused Amount” (as defined
      below) equals or exceeds 50% of the Commitment then in effect, the Unused Fee
      will accrue at the rate of 0.0625% per annum (based on a 360 day year) times
      the
      Adjusted Daily Unused Amount.

     


    
      
        
        

      

      
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    (b)           
      The Unused Fee as calculated under this Section for each day shall be payable
      monthly in arrears on the first Business Day of each month (or part thereof)
      for
      the immediately preceding month commencing on the first such date following
      the
      date hereof, with a final payment on the Maturity Date.

     

    (c)           
      For purposes of this Section, the “Daily Unused Amount” shall mean (i) the
      Commitment then in effect, minus (ii) the aggregate principal balance of
      outstanding Advances, determined on a daily basis.

     

    (d)           
      For purposes of this Section, the “Adjusted Daily Unused Amount” shall mean (i)
      50% of the Commitment then in effect, minus (ii) the aggregate principal balance
      of outstanding Advances, determined on a daily basis.

     

    (b)           Section
      1.1 of the Credit Agreement is hereby amended to insert the following therein,
      in appropriate alphabetical order:

     

    “’Adjusted
      Daily Unused Amount’ has the meaning set forth in Section 2.12(d)
      hereof.”

     

    “’Daily
      Unused Amount’ has the meaning set forth in Section 2.12(c)
      hereof.”

     

    “’Unused
      Fee’ has the meaning set forth in Section 2.12 hereof.”

     

    Section
      5.                Acknowledgments.

     

    (a)           
      Bank of America,
      as
      Agent.  The Lenders and the Borrower hereby acknowledge and
      agree that, pursuant to the Assignment, the Agent has accepted the assignment
      of, and has assumed, CUSA’s Commitment Amount and CUSA’s rights and obligations
      as agent, under the Credit Agreement.

     

    (b)           
      Custodial
      Agreement.  The Agent, the Lenders, and the Borrower hereby
      acknowledge and agree that the Agent can terminate the Custodial Agreement
      at
      any time without the prior written consent of the Lenders or the
      Borrower.  Following any such termination, the Agent will perform the
      duties of the Collateral Custodian under the Custodial Agreement.

     

    Section
      6.                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).

     

    Section
      7.                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

     


    
      
        
        

      

      
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    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
      8.              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
      9.               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.

     

    (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
      10.            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.

     

    Section
      11.            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
      12.            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

     


    
      
        
        

      

      
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    one
      and
      the same instrument.  Each gender used herein shall include and apply
      to all genders, including the neuter.

     

     

    Section
      13.           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.

       

    

    [SIGNATURE
      PAGES FOLLOW]

     

    


     


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned have executed this Amendment as of the date
      first written above.

     

     

    
      
        	 	BORROWER:	 
	 	 	 
	 	CENTERLINE
                MORTGAGE CAPITAL INC.,	 
	 	a
                Delaware corporation	 
	 	 	 
	 	 	 
	
                 

              	
                By:

              	/s/
                Robert L. Levy 	 
	 	
                Name:

              	
                Robert
                  L. Levy

              	 
	 	Title:	
                Chief
                  Executive
                  Officer

              	 


      

    

    


    


    
      	 	CENTERLINE
              MORTGAGE PARTNERS INC.,	 
	 	a
              Delaware corporation	 
	 	 	 
	 	 	 
	
               

            	
              By:

            	/s/
              Robert L. Levy	 
	 	
              Name:

            	
              
                Robert
                  L. Levy

              

            	 
	 	Title:	
              
                Chief
                  Executive
                  Officer

              

            	 


    

     

     

     

     

     


    
      
        Signature
          Page to Third
          Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	BANK
              OF AMERICA, N.A., as Agent	 
	 	 	 
	 	 	 
	
               

            	
              By:

            	/s/
              Andrew B. Rosen	 
	 	
              Name:

            	
              
                Andrew
                  B. Rosen

              

            	 
	 	Title:	
              Senior
                Vice President

            	 


    

    


    
       

      
        	
              	BANK
                OF AMERICA, N.A., as a Lender	 
	 	 	 
	 	 	 
	
                 

              	
                By:

              	/s/
                Andrew B. Rosen	 
	 	
                Name:

              	
                
                  Andrew
                    B. Rosen

                

              	 
	 	Title:	
                Senior
                  Vice President

              	 


      

       

      

 

    

     


    
      
        Signature
          Page to Third Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	SUNTRUST
              BANK,	 
	 	a
              Georgia banking corporation, as a Lender	 
	 	 	 
	 	 	 
	
               

            	
              By:

            	/s/
              Paul V. Woodworth	 
	 	
              Name:

            	
              Paul
                V. Woodworth

            	 
	 	Title:	
              
                Senior
                  Vice President

              

            	 





     

     

     

    


     

    


     


    
      
        Signature
          Page to Third Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
            	WACHOVIA
              BANK, N.A.,	 
	 	a
              national banking association., as a Lender	 
	 	 	 
	 	 	 
	
               

            	
              By:

            	/s/
              Filomena R. Cerqueira 	 
	 	
              Name:

            	
              Filomena
                R. Cerqueira 

            	 
	 	Title:	
              Vice
                President

            	 




     

     

     


    
      
        Signature
          Page to Third Amendment

      

      
        
        

        
          

        

      

      
        
        

      

    


    Schedule
      1 –
Lenders and Commitments

     

    
      	
              Lender

            	
              Commitment
                Amount

            	
              Commitment
                Percentage

            
	
              Bank
                of America, N.A.

            	
              $70,000,000

            	
              46.666667%

            
	
              SunTrust
                Bank

            	
              $50,000,000

            	
              33.333333%

            
	
              Wachovia
                Bank, N.A.

            	
              $30,000,000

            	
              20%