creditandtermloan.htm


    
      Exhibit 10.1

    

    Second
Amendment To Revolving

    Credit
and Term Loan Agreement

    


    This
SECOND AMENDMENT TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Second
Amendment”) is entered into as of February 28, 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 Second
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 9.23
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 9.23 is hereby deleted and replaced in its entirety with the
following:

     

    Unfunded
Escrow.  Until such time as the Unfunded Escrow is reduced to
zero Dollars, portions of the Unfunded Escrow shall be funded (thus permanently
reducing the Unfunded Escrow) from time to time from (a) Loans made available
due to any incremental increase in the Revolving Credit Limit from and after the
date hereof in accordance with the definition of such term, (b) Loans made
available due to any incremental increase in the Term Loan Limit from and after
the date hereof in accordance with the definition of such term, (c) any funds
that would have otherwise been released from the Bond Stabilization Escrow
Account that are required to be used to fund the Unfunded Escrow in accordance
with the terms of the Stabilization Escrow Agreement, and (d)

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    interest
accrued and payable from time to time on the then outstanding principal balance
in the Bond Stabilization Escrow Account.

     

    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 Second
Amendment that: (a) no Default is in existence from and after, or will result
from, the execution and delivery of this Second 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 Second 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 Second 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 Second 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 Second 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 Second 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 Second Amendment
are conditional and this Second Amendment shall not be effective until receipt
by the Administrative Agent of a fully-executed counterpart of this Second
Amendment.

     

    Section
5.              
Counterparts.  This
Second 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.              
Second
Amendment as
Loan Document.  Each party hereto agrees and acknowledges that
this Second Amendment constitutes a “Loan Document” under and as defined in the
Loan Agreement.

     

    Section
7.               GOVERNING
LAW.  THIS FIRST AMENDMENT SHALL BE DEEMED TO CONSTITUTE A
CONTRACT MADE UNDER THE LAWS OF THE STATE

     

    
      
        -2-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     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 Second 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 Second Amendment are included herein for convenience of
reference only and shall not constitute a part of this Second 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 Second Amendment and all other instruments, documents and agreements
executed and delivered in connection with this Second Amendment.

     

    Section
11.             Integration.  This
Second 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 Second 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 Second Amendment, all of which have become merged and finally
integrated into this Second 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 Second
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 Second 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 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

     

    
      
        -3-

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    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 Second 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:

              	Chief
      Financial Officer  	 
      


      

    

     

     

    
      	
               

            	CENTERLINE
      CAPITAL GROUP INC.  	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Robert L. Levy  	 
      
	 
      	 
      	
              Name:

            	Robert
      L. Levy  	 
      
	 
      	 
      	
              Title:

            	Chief
      Financial Officer  	 
      


    

    


     

     

     

     

     

     

     

    (Signatures
continued on next page)

     

     

     

     

    
      
        
          S-Borrowers

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

          

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

    
      	
              GUARANTORS:     
      

            	CENTERLINE
      CAPITAL COMPANY LLC  	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Robert L. Levy  	 
      
	 
      	 
      	
              Name:

            	Robert
      L. Levy  	 
      
	 
      	 
      	
              Title:

            	Chief
      Financial Officer  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      AFFORDABLE HOUSING ADVISORS LLC  	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Robert L. Levy  	 
      
	 
      	 
      	
              Name:

            	Robert
      L. Levy  	 
      
	 
      	 
      	
              Title:

            	Vice
      President  	 
      


    

     

     

    
      	
               

            	CENTERLINE/AC
      INVESTORS LLC  	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Robert L. Levy  	 
      
	 
      	 
      	
              Name:

            	Robert
      L. Levy  	 
      
	 
      	 
      	
              Title:

            	Senior
      Vice President  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      HOLDING TRUST  	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Robert L. Levy  	 
      
	 
      	 
      	
              Name:

            	Robert
      L. Levy  	 
      
	 
      	 
      	
              Title:

            	Chief
      Financial Officer  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      INVESTORS I LLC  	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/
      Robert L. Levy  	 
      
	 
      	 
      	
              Name:

            	Robert
      L. Levy  	 
      
	 
      	 
      	
              Title:

            	Vice
      President  	 
      


    

     

    (Signatures
continued on next page)

     

     

     

     

    
      
        S-Guarantors


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

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              GUARANTORS (CONT.):     
      

            	CENTERLINE
      REIT INC.  	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Bryan
      Carr  	 
      
	 
      	 
      	
              Name:

            	Bryan
      Carr  	 
      
	 
      	 
      	
              Title:

            	Chief
      Financial Officer  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      SERVICING INC. 	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Bryan
      Carr  	 
      
	 
      	 
      	
              Name:

            	Bryan
      Carr  	 
      
	 
      	 
      	
              Title:

            	Chief
      Financial Officer  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      FINANCE CORPORATION 	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Bryan
      Carr  	 
      
	 
      	 
      	
              Name:

            	Bryan
      Carr  	 
      
	 
      	 
      	
              Title:

            	Chief
      Financial Officer  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      INVESTOR LP LLC 	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Justin
      Ginsberg  	 
      
	 
      	 
      	
              Name:

            	Justin
      Ginsberg  	 
      
	 
      	 
      	
              Title:

            	Vice
      President  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      INVESTOR LP II LLC 	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Justin
      Ginsberg  	 
      
	 
      	 
      	
              Name:

            	Justin
      Ginsberg  	 
      
	 
      	 
      	
              Title:

            	Vice
      President  	 
      


    

     

     

    
      	
               

            	CENTERLINE
      CREDIT MANAGEMENT LLC 	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Frances
      Melville  	 
      
	 
      	 
      	
              Name:

            	Frances
      Melville  	 
      
	 
      	 
      	
              Title:

            	Senior
      Vice President  	 
      


    

     

     

    
      	
               

            	CM
      INVESTOR LLC 	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	/s/ Robert
      L. Levy  	 
      
	 
      	 
      	
              Name:

            	Robert
      L. Levy  	 
      
	 
      	 
      	
              Title:

            	Vice
      President  	 
      


    

     

     

    (Signatures
continued on next page)

     

     

    
      
        
          S-Guarantors


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

          

        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

     

     

    Schedule
1

    


    Guarantors

     

    
      	1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12. 	
              Centerline
      Investor LP,

              Centerline
      Investor LP II,

              CCC,

              CAHA,
Centerline/AC,

              Holding
      Trust,

              Centerline
      Investors,

              Centerline
      REIT Inc.,

              Centerline
      Servicing Inc.,
Centerline
      Finance Corporation,

              Credit
      Management, and

              CM
      Investor LLC.

            


    

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
2

    


    Form of Signature Page for
Lenders included in Required Lenders for purposes of approving SECOND AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT:

    


    


    The
undersigned hereby evidences its agreement to the terms of the SECOND 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, as
such agreement is amended, restated, supplemented or otherwise modified from
time to time.

    


     

    
      
        	 
      	CITICORP USA, INC. 
    	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By:

              	/s/
      Maria McKeon  	 
      
	 
      	 
      	
                Name:

              	Maria
      McKeon  	 
      
	 
      	 
      	
                Title:

              	Vice
      President  	 
      


      

    

    
 

    


    Representing
34.25% of all Term Loans outstanding, all Revolving Exposure, unused Revolving
Loan Commitments and unused Term Loan Commitments

    


    


    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      


      Schedule
2

      


      Form of Signature Page for
Lenders included in Required Lenders for purposes of approving SECOND AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT:

      


      


      The
undersigned hereby evidences its agreement to the terms of the SECOND 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, 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:

                	Senior
      Vice President  	 
      


        

      

      
 

      


      Representing
41.09589% of all Term Loans outstanding, all Revolving Exposure, unused
Revolving Loan Commitments and unused Term Loan Commitments

      


      


      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      Schedule
2

      


      Form of Signature Page for
Lenders included in Required Lenders for purposes of approving SECOND AMENDMENT
TO REVOLVING CREDIT AND TERM LOAN AGREEMENT:

      


      


      The
undersigned hereby evidences its agreement to the terms of the SECOND 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, as
such agreement is amended, restated, supplemented or otherwise modified from
time to time.

      


       

      
        
          	 
      	MLBUSA
      COMMUNITY DEVELOPMENT CORP.  	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/ Michael
      A. Solomon	 
      
	 
      	 
      	
                  Name:

                	Michael
      A. Solomon	 
      
	 
      	 
      	
                  Title:

                	First Vice
      President  	 
      


        

      

      
 

      


      Representing
6.85% of all Term Loans outstanding, all Revolving Exposure, unused Revolving
Loan Commitments and unused Term Loan Commitments