ex10-1.htm


    Exhibit
      10.1


    First
      Accordion Increase To

    Amended
      And Restated Revolving Credit and Term Loan Agreement

    


    This
      FIRST ACCORDION INCREASE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM
      LOAN
      AGREEMENT (this “Accordion Exercise”) is entered into as of June 29, 2007,
      among:  Centerline Holding Company (f/k/a CharterMac), Centerline
      Capital Group Inc. (f/k/a Charter Mac Corporation) (collectively, the
“Borrowers”); those Persons listed as Guarantors on Exhibit 1 hereto
      (each, a “Guarantor,” and, collectively, the “Guarantors”), Bank of America,
      N.A. (“Bank of America”), as Swingline Lender, Issuing Bank, and Administrative
      Agent for the Lenders (in such capacity, the “Administrative Agent”), Bank of
      America and UBS Securities LLC (“UBS”), as the Agents, and Banc of America
      Securities, LLC and UBS, as the Arrangers.

     

    RECITALS

     

    Reference
      is made to the following facts that constitute the background of this Accordion
      Exercise:

     

    
      	
               

            	
              A.

            	
              The
                parties hereto, among others, have entered into that certain Amended
                and
                Restated Revolving Credit and Term Loan Agreement, dated as of August
                24,
                2006 (as further amended and/or restated 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 have informed the Administrative Agent and the Arrangers
                by
                written notice that the Borrowers wish to exercise their Accordion
                Option,
                pursuant to Section 2.5 and 2.5.1 of the Loan Agreement, to increase
                the
                Revolving Credit Limit from $250,000,000 to
                $375,000,000.

            


    

     

    
      	
               

            	
              C.

            	
              The
                Administrative Agent, the Agents and the Arrangers, in accordance
                with the
                terms of Section 2.5.1 of the Loan Agreement, are willing to grant
                such
                request to increase the Revolving Credit Limit, solely upon the terms
                and
                conditions set forth in this Accordion
                Exercise.

            


    

     

    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.           Increases
      in Revolving Credit Limit and Total Credit Limit

     

    1.1           Pursuant
      to the exercise by the Borrowers of the Accordion Option referenced in Section
      2.5 and 2.5.1 of the Loan Agreement, and subject to the phasing set forth in
      Section 2.1 of this Accordion Exercise, the Revolving Credit Limit set forth
      in
      Section 1.1 of the Loan Agreement is hereby increased from $250,000,000 to
      $375,000,000.  Such increase in the Revolving Credit Limit, and the
      increase in the Total Credit Limit pursuant to Section 1.2 of this Accordion
      Exercise, shall be accomplished, from time to time as contemplated by the
      phasing set forth in Section 2.1 hereof, by the execution and delivery of
      Instruments of Joinder substantially


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    in
      the in
      the form of Exhibit 2 hereto (each, a “Joinder”) by existing Revolving Credit
      Lenders, or Persons becoming new Revolving Credit Lenders in accordance with
      the
      terms of Section 2.5 of the Loan Agreement, increasing or undertaking,
      respectively, the Revolving Loan Commitments reflected in such
      Joinders.

    


    1.2           Pursuant
      to the exercise by the Borrowers of the Accordion Option referenced in Section
      2.5 and 2.5.1 of the Loan Agreement, and subject to the phasing set forth in
      Section 2.1 of this Accordion Exercise, the Total Credit Amount set forth in
      Section 1.1 of the Loan Agreement is hereby increased from $500,000,000 to
      $625,000,000.

    


     Section
      2.           Phased
      Increased and New Revolving Loan Commitments.

    


    2.1          
      Notwithstanding the terms of Section 1 of this Accordion Exercise, as of the
      date of this Accordion Exercise existing Revolving Credit Lenders have increased
      their respective Revolving Loan Commitments so that the aggregate of all
      Revolving Loan Commitments equals $320,000,000, as reflected on Exhibit 3
      attached hereto.  From time to time from and after the date hereof, in
      accordance with Section 2.5 of the Loan Agreement, the Arrangers will use
      commercially reasonable efforts to cause Lenders, or additional Persons becoming
      Lenders in accordance with the terms of Sections 2.5 and 2.5.1 of the Loan
      Agreement, to increase their respective Revolving Loan Commitments or to
      undertake new Revolving Loan Commitments, respectively, so as to cause the
      aggregate of all Lenders’ Revolving Loan Commitments to increase from
      $320,000,000 to up to $375,000,000.  Accordingly, for purposes of the
      Loan Agreement, as amended hereby, the Revolving Credit Limit shall equal the
      aggregate of all Revolving Loan Commitments until, and including at such time
      as, such aggregate reaches a maximum of $375,000,000.  In furtherance
      of the foregoing, as of the date of this Accordion Exercise, the Revolving
      Credit Limit shall equal $320,000,000 and the aggregate Total Credit Amount
      shall equal $570,000,000, until such time or times as new or existing Lenders
      execute and deliver additional Joinders.  Promptly upon the execution
      and delivery of such additional Joinders, the Administrative Agent will provide
      written notice to the Borrowers, the Guarantors and the Lenders of the increases
      in the Revolving Credit Limit and the Total Credit Amount evidenced by such
      Joinders until such time as the Revolving Credit Limit reaches a maximum of
      $375,000,000 and the Total Credit Amount reaches a maximum of
      $625,000,000.

    


    2.2           In
      furtherance of the foregoing, and pursuant to Section 17.3 of the Loan Agreement
      (whereby the Administrative Agent may unilaterally, from time to time, revise
      Schedule 2 of the Loan Agreement to update the information set forth thereon,
      including, without limitation, as a result of any exercise of the Accordion
      Option pursuant to Section 2.5), that portion of Schedule 2 of the Loan
      Agreement, as it specifically relates to the Revolving Loan Commitment
      Percentages and Revolving Loan Commitments in Section III thereof, is hereby
      replaced with that portion of Schedule 2 as attached hereto as Exhibit
      3.  From time to time as the Administrative Agent provides notice
      of an existing or new Lender undertaking an additional or new Revolving Loan
      Commitment, the Administrative Agent will also provide a revised Exhibit
      3 reflecting the updated Revolving Loan Commitments and the then applicable
      Revolving Credit Limit and Total Credit Amount.


    
      
        
        

      

      
        -
          2 -

        
          

        

      

      
        
        

      

    


     

    
      Section
        3.          
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 effective
        date
        of this Accordion Exercise that, assuming the due execution and delivery
        of this
        Accordion Exercise: (a) no Default is in existence, from and after, or will
        result from, the execution and delivery of this Accordion Exercise, or any
        Joinders hereunder, 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 Accordion
        Exercise (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 Accordion Exercise 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
      4.          
Ratification.  Except as hereby amended or waived, 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 Accordion Exercise 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 Accordion Exercise 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 Accordion Exercise and the Joinders
      contemplated hereunder, (ii) the continued implementation and consummation
      of
      arrangements and transactions contemplated by the Loan Agreement (including,
      without limitation, incorporating the terms and provisions of this Accordion
      Exercise and any Joinder contemplated 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, incorporating the terms and provisions
      of this Accordion Exercise and any Joinder contemplated hereby) and the other
      Loan Documents.

     

    Section
      5.           Conditions
      Precedent.  The agreements set forth in this Accordion Exercise
      are conditional and this Accordion Exercise shall not be effective until receipt
      by the Administrative Agent of a fully-executed counterpart original of this
      Accordion Exercise and receipt by the Administrative  Agent of the
      other items set forth on the closing checklist attached hereto as Exhibit
      4.

     

    Section
      6.          Counterparts.  This
      Accordion Exercise 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.

     

    Section
      7.           Accordion
      Exercise as Credit Document.  Each party hereto agrees and
      acknowledges that this Accordion Exercise constitutes a “Loan Document” under
      and as defined in the Loan Agreement.

     

    SECTION
      8.      GOVERNING LAW.  THIS
      ACCORDION EXERCISE SHALL BE DEEMED TO CONSTITUTE A CONTRACT MADE UNDER THE
      LAWS
      OF THE STATE 

     


    
      
        
        

      

      
        -
          3 -

        
          

        

      

      
        
        

      

    

     

    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
      9.           Successors
      and Assigns.  This Accordion Exercise 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
      10.        
Headings.  Section headings in this Accordion Exercise are
      included herein for convenience of reference only and shall not constitute
      a
      part of this Accordion Exercise for any other purpose.

     

    Section
      11.        
Expenses.  Each Borrower jointly and severally agrees to
      promptly reimburse the Administrative Agent and the Arrangers 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 Accordion
      Exercise and all other instruments, documents and agreements executed and
      delivered in connection with this Accordion Exercise.

     

    Section
      12.        
Integration.  This Accordion Exercise 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 Accordion Exercise supersedes all prior or
      contemporaneous negotiations, promises, covenants, agreements and
      representations of every nature whatsoever with respect to the matters referred
      to in this Accordion Exercise, all of which have become merged and finally
      integrated into this Accordion Exercise.  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 Accordion
      Exercise, 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 Accordion Exercise not included or referred to herein and not
      reflected by a writing included or referred to herein.

     

    Section
      13.        No Course of
      Dealing.  The Administrative Agent, the Agents and the Required
      Lenders have entered into this Accordion Exercise on the express understanding
      with each Borrower and Guarantor that in entering into this Accordion Exercise
      the Administrative Agent, the Agents and the Lenders are not establishing any
      course of dealing with the Borrowers or the Guarantors.  The
      Administrative Agent’s, the Agents’ and the Lenders’ rights to require strict
      performance with all of the terms and conditions of the Loan Agreement and
      the
      other Loan Documents shall not in any way be impaired by the execution of this
      Accordion Exercise.  Each of the Borrowers and the Guarantors agrees
      that none of the ratifications and reaffirmations set forth herein, nor the
      Administrative Agent’s, the Agents’ nor any Lender’s solicitation of such
      ratifications and reaffirmations, constitutes a course of dealing giving rise
      to
      any obligation or condition requiring a similar or any other ratification or
      reaffirmation from the Borrowers or the Guarantors with respect to any
      subsequent modification, consent or waiver with respect to the Loan Agreement
      or
      any other Loan Document.

     


    
      
        
        

      

      
        -
          4 -

        
          

        

      

      
        
        

      

    


    Section
      14.         Jury Trial
      Waiver.  THE BORROWERS, GUARANTORS, ADMINISTRATIVE AGENT, AGENTS
      AND LENDERS BY ACCEPTANCE OF THIS ACCORDION EXERCISE 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
      ACCORDION EXERCISE, 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,
      ARISING UNDER TORT, CONTRACT OR OTHER LAW, 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, 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]

     


    
      
        
        

      

      
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          5 -

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Accordion Exercise 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/
              Marc Schnitzer	 


      
        	
              	 	Name:	 Marc
                Schnitzer	 
	 	 	Title: 	 Chief
                Executive Officer	 
	 	 	 


      

    

    

      	
               

            	CENTERLINE
              CAPITAL GROUP
              INC.	 
	 	 	 	 
	 	 By:	 /s/
              Marc Schnitzer	 


      
        	
              	 	Name:	 Marc
                Schnitzer	 
	 	 	Title: 	  Chief
                Executive
                Officer	 
	 	 	 


      

    

    


     

                                               

    


     

    (Signatures
      continued on next page)

     


    
      
        S-Borrowers

        Signature
          page to First Accordion Increase to Amended and Restated Revolving Credit
          and
          Term Loan Agreement 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              GUARANTORS:           
                

            	CENTERLINE
              CAPITAL COMPANY
              LLC	 
	 	 	 	 
	 	 By:	  /s/
              Marc Schnitzer	 


      
        	
              	 	Name:	 Marc
                Schnitzer	 
	 	 	Title: 	 President	 
	 	 	 


      

                                                

      
        	
                 
                  

              	CENTERLINE
                AFFORDABLE HOUSING
                ADVISORS LLC	 
	 	 	 	 
	 	 By:	  /s/
                Marc Schnitzer	 


        
          	
                	 	Name:	 Marc
                  Schnitzer	 
	 	 	Title: 	 Chief
                  Executive Officer	 
	 	 	 


        

      

       

      
        	
                 
                  

              	CENTERLINE
                /AC INVESTORS
                LLC	 
	 	 	 	 
	 	 By:	  /s/
                Marc Schnitzer	 


        
          	
                	 	Name:	 Marc
                  Schnitzer	 
	 	 	Title: 	 Chief
                  Executive Officer	 
	 	 	 


        

      

       

      
        	
                 
                  

              	CENTERLINE
                HOLDING
                TRUST	 
	 	 	 	 
	 	 By:	  /s/
                Marc Schnitzer	 


        
          	
                	 	Name:	 Marc
                  Schnitzer	 
	 	 	Title: 	 Managing
                  Trustee	 
	 	 	 


        

      

       

    

    
      	
               
                

            	CENTERLINE
              HOLDING TRUST
              II	 
	 	 	 	 
	 	 By:	  /s/
              Marc Schnitzer	 


      
        	
              	 	Name:	 Marc
                Schnitzer	 
	 	 	Title: 	 Managing
                Trustee	 
	 	 	 


      

    

     

    
      	
               
                

            	CENTERLINE
              INVESTORS I
              LLC	 
	 	 	 	 
	 	 By:	  /s/
              Marc Schnitzer	 


      
        	
              	 	Name:	 Marc
                Schnitzer	 
	 	 	Title: 	 Chief
                Executive Officer	 
	 	 	 


      

    

     

     

     

    (Signatures
      continued on next page)

     


    
      
        S-Guarantors

        Signature
          page to First Accordion Increase to Amended and Restated Revolving Credit
          and
          Term Loan Agreement

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              GUARANTORS
                (CONT.):             
                

            	CENTERLINE
              REIT INC.	 
	 	 	 	 
	 	 By:	 /s/
              James L. Duggins	 


      
        	
              	 	Name:	 James
                L.
                Duggins	 
	 	 	Title: 	 CEO	 
	 	 	 


      

    

     

    
      	
               

            	CENTERLINE
              SERVICING
              INC.	 
	 	 	 	 
	 	 By:	 /s/
              James L. Duggins	 


      
        	
              	 	Name:	 James
                L.
                Duggins	 
	 	 	Title: 	 CEO	 
	 	 	 


      

    

     

    
      	
               

            	CENTERLINE
              FINANCE
              CORPORATION	 
	 	 	 	 
	 	 By:	 /s/
              James L. Duggins	 


      
        	
              	 	Name:	 James
                L.
                Duggins	 
	 	 	Title: 	 CEO	 
	 	 	 


      

    

     

     

    
      (Signatures
        continued on next page)

    


    
      
        S-Guarantors

        Signature
          page to First Accordion Increase to Amended and Restated Revolving Credit
          and
          Term Loan Agreement

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
                ADMINISTRATIVE
                AGENT, SWINGLINE LENDER, ISSUING BANK AND AGENT:

            	 
	
               

            	BANK
              OF AMERICA, N.A.	 
	 	 	 	 
	 	 By:	 /s/
              John F. Simon	 


      
        	
              	 	Name:	John
                F.
                Simon	 
	 	 	Title: 	SVP	 
	 	 	 


      

    

     

      	
              AGENT:          

            	UBS
              SECURITIES LLC	 
	 	 	 	 
	 	 By:	/s/
              Mary E. Evans	 


    

    
      
        	
              	 	Name:	Mary
                E.
                Evans	 
	 	 	Title: 	Associate
                Director	 
	 	 	 


      

    

     

    
      	 	 By:	/s/
              Irja R. Otsa	 


      
        
          	
                	 	Name:	Irja
                  R.
                  Otsa	 
	 	 	Title: 	Associate
                  Director	 
	 	 	 


        

      

    

     

    
      	
              
                ARRANGERS:            

              

            	BANC
              OF AMERICA SECURITIES
              LLC	 
	 	 	 	 
	 	 By:	/s/
              John G. Christensen	 


      
        	
              	 	Name:	John
                G.
                Christensen	 
	 	 	Title: 	Principal	 
	 	 	 


      

    

     

    
      	
              
                 

              

            	UBS
 SECURITIES
              LLC	 
	 	 	 	 
	 	 By:	/s/
              Mary E. Evans	 


      
        	
              	 	Name:	Mary
                E.
                Evans	 
	 	 	Title: 	Associate
                Director	 
	 	 	 

 

    

    
      	
            	 By:	/s/
              Irja R. Otsa	 


      
        
          	
                	 	Name:	Irja
                  R.
                  Otsa	 
	 	 	Title: 	Associate
                  Director	 
	 	 	 




          
            
              S-Agents/Swingline
                Lender/Issuing Bank/Arrangers

              Signature
                page to First Accordion Increase to Amended and Restated Revolving
                Credit and
                Term Loan Agreement

              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    


     

    Exhibit
      1

    


    Guarantors

     

    Centerline
      Capital Company LLC (f/k/a CharterMac Capital Company, LLC)

    Centerline
      Affordable Housing Advisors LLC (f/k/a CharterMac Capital LLC)

    Centerline/AC
      Investors LLC (f/k/a CM ARCap Investors LLC)

    Centerline
      Holding Trust (f/k/a CM Holding Trust)

    Centerline
      Holding Trust II (f/k/a CM Holding Trust II)

    Centerline
      Investors I LLC (f/k/a ARCap Investors, L.L.C.)

    Centerline
      REIT Inc. (f/k/a ARCap REIT, Inc.)

    Centerline
      Servicing Inc. (f/k/a ARCap Servicing, Inc.)

    Centerline
      Finance Corporation (f/k/a ARCap Finance Corporation)

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      2

     

    INSTRUMENT
      OF JOINDER

     

    Reference
      is hereby made to the FIRST
      ACCORDION INCREASE TO AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN
      AGREEMENT (the “Accordion Exercise”) entered into as of ________, 2007,
      among:  Centerline Holding Company (f/k/a CharterMac), Centerline
      Capital Group Inc. (f/k/a Charter Mac Corporation) (collectively, the
“Borrowers”); those Persons listed as Guarantors on Exhibit 1 thereto
      (each, a “Guarantor,” and, collectively, the “Guarantors”), Bank of America,
      N.A. (“Bank of America”), as Swingline Lender, Issuing Bank, and Administrative
      Agent for the Lenders (in such capacity, the “Administrative Agent”), Bank of
      America and UBS Securities LLC (“UBS”), as the Agents, and Banc of America
      Securities, LLC and UBS, as the Arrangers.

     

    As
      contemplated by Sections 1.1 and 2.1
      of the Accordion Exercise, by executing and delivering this Instrument, the
      undersigned, with an address of __________________________________, hereby
      joins
      in the Accordion Exercise as a Revolving Lender that has increased its, or
      undertaken a new, Revolving Loan Commitment in the amount of $_______________,
      and has, upon the execution and delivery hereof, an aggregate Revolving Loan
      Commitment equal to $_______________, with the intention that by executing
      and
      delivering this Instrument it shall be deemed for all purposes to have accepted
      the terms of the Accordion Exercise, and further that the undersigned shall
      have
      all of the rights and obligations as a Revolving Lender under the Loan
      Agreement.

     

    IN
      WITNESS WHEREOF, the undersigned has signed this Instrument as a document under
      seal as of the ______ day of _____________________, 2007.

     

    


    _______________________________

     

    
      	 	
              By:

            	 
	 	
              Its:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      3

    


    


    III.           COMMITMENTS:

    


    1.           Revolving
      Loan Commitments:

    


    
      	
               

               
                Name of Lender

            	
               
                Revolving Loan

               
                Commitment

               
                Percentage

            	
               
                Revolving Loan

               
                Commitment

            
	
               
                Bank of America

            	
                31.2500%

            	
               
                $100,000,000

            
	
               
                UBS

            	
               
                7.8125%

            	
               
                $25,000,000

            
	
               
                State Bank of India

            	
               
                3.1250%

            	
               
                $10,000,000

            
	
               
                Citicorp USA, Inc.

            	
               
                35.9375%

            	
               
                $115,000,000

            
	
               
                Comerica

            	
               
                3.1250%

            	
               
                $10,000,000

            
	
               
                Emigrant Bank

            	
               
                3.1250%

            	
               
                $10,000,000

            
	
               
                Merrill Lynch

            	
               
                7.8125%

            	
               
                $25,000,000

            
	
               
                Morgan Stanley

            	
               
                7.8125%

            	
               
                $25,000,000

            
	 	 	 
	
               
                TOTAL

            	
               
                100%

            	
               
                $320,000,000

            


    

    


    


    Revolving
      Credit Limit as of the date of the First Accordion Increase:

    


    $320,000,000

    


    


    Total
      Credit Limit as of the date of the First Accordion Increase:

     

    $570,000,000

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      4

    


    CLOSING
      CHECKLIST

    


    
      	
              DOCUMENT

            	
              RESPONSIBLE

              PARTY

            	
              STATUS

            
	
              First
                Accordion Increase to Amended and Restated Revolving Credit and Term
                Loan
                Agreement (this “Accordion Exercise”), dated June __, 2007, among the
                Borrowers, the Guarantors, the Required Lenders, the Administrative
                Agent,
                the Agents, and the Arrangers

            	
              Nutter

            	
              Finalized

            
	
              Exhibits
                to Accordion Exercise

              a.    
                Exhibit 1: Guarantors

              b.    
                Exhibit 2: Form of Instrument of Joinder

              c.    
                Exhibit 3: Revolving Loan Commitments

              d.    
                Exhibit 4:Closing Checklist

               

            	
              Nutter

               

            	
              Finalized

               

            
	
              BofA
                Joinder

            	
              Nutter

            	
              Finalized

            
	
              Citi
                Joinder

            	
              Nutter

            	
              Finalized

            
	
              Secretary’s
                Certificates for Centerline Holding Company (f/k/a
                CharterMac):

              (a)
                Certificate of Incorporation/Trust;

              (b)
                By-laws/Trust Agreement;

              (c)
                Resolutions authorizing the execution, delivery and performance of
                Amendment;

              (d)
                Incumbency of officers executing Amendment on each entity’s behalf;
                and

              (e)
                Legal Existence and Good Standing Certificates

            	
              Borrowers

            	
              Received

            
	
              Secretary’s
                Certificates for Centerline Capital Group Inc. (f/k/a Charter Mac
                Corporation):

              (a)
                Certificate of Incorporation/Trust;

              (b)
                By-laws/Trust Agreement;

              (c)
                Resolutions authorizing the execution, delivery and performance of
                Amendment;

              (d)
                Incumbency of officers executing Amendment on each entity’s behalf;
                and

              (e)
                Legal Existence and Good Standing Certificates

            	
              Borrowers

            	
              Received

            


    

    


     

    


    


    
      	
               

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              DOCUMENT

            	
              RESPONSIBLE

              PARTY

            	
              STATUS

            


    

    
      	
              Opinion
                Letter from Borrowers’ counsel regarding Accordion
                Exercise

            	
              Borrower’s
                Counsel

            	
              Received

            
	
              Delaware
                counsel opinion with respect to Borrowers regarding authority and
                due
                execution and delivery of the Accordion Exercise

            	
              Borrower

            	
              Received

            
	
              UCC-11,
                tax lien, bankruptcy and litigation search reports for the
                Borrowers

            	
              Borrower

            	
              Received