Execution Version


 


Fourth
Amendment to


Second
Amended and Restated Revolving Credit and Term Loan Agreement


 


This FOURTH AMENDMENT
TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Amendment”) is entered into as
of February 15, 2013, by and among: Centerline Holding Company and Centerline Capital Group LLC (collectively, the “Borrowers”);
those Persons listed as Guarantors on Schedule 1 hereto (each, a “Guarantor,” and, collectively, the
“Guarantors”); Bank of America, N.A., as the Administrative Agent (the “Administrative Agent”)
and, pursuant to Section 23.1 of the Loan Agreement (as defined below), those Lenders constituting the Required Lenders
as set forth on a counterpart signature page hereto, substantially in the form of Schedule 2 hereto.


 


RECITALS


 


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


 


A.The parties hereto,
among others, have entered into that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
March 5, 2010 (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.In addition,
the parties hereto have also entered into that certain Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement,
dated as of November 14, 2011, as amended by (1) that certain Amendment to Waiver to Second Amended and Restated Revolving Credit
and Term Loan Agreement, dated as of November 30, 2011, (2) that certain Amendment No. 2 to Waiver to Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of December 15, 2011, (3) that certain Amendment No. 3 to Waiver to Second Amended
and Restated Revolving Credit and Term Loan Agreement, dated as of February 28, 2012, (4) that certain Amendment No. 4 to Waiver
to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of May 18, 2012, (5) that certain Amendment No.
5 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of July 16, 2012, (6) that certain
Amendment No. 6 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of October 5, 2012,
(7) that certain Amendment No. 7 to Waiver to Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of
January 11, 2013, and (8) that certain Amendment No. 8 to Waiver to Second Amended and Restated Revolving Credit and Term Loan
Agreement, dated as of February 6, 2013 (collectively, as amended, the “Waiver”), pursuant to which, among other
things, the Administrative Agent and the Required Lenders temporarily waived certain Events of Default (collectively, the “Financial
Covenant Events of Default”) related to the Borrowers’ compliance with the Consolidated EBITDA to Fixed Charge
Ratio covenant set forth in Section 10.13 of the Loan Agreement (the “Fixed Charge Covenant”) and the
Total Debt/Consolidated EBITDA Ratio covenant set forth in Section 10.14 of the Loan Agreement (the “Leverage Covenant”).


 






    	 



    	 	



    
 


C.In light of each
of the foregoing, the Borrowers and the Guarantors have requested that the Required Lenders make certain modifications to the terms
of the Loan Agreement, in each case as set forth herein.


 


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.Conditions
to Effectiveness of Amendment. Except as otherwise provided herein, the execution and delivery of this Amendment by the Required
Lenders is conditioned upon (a) the execution and delivery of this Amendment by the Borrowers and the Guarantors and (b) the execution,
delivery and/or completion by the Borrowers and the Guarantors of the following documents and/or actions, as applicable:


 


(i)Payment of
Legal and Other Fees. Simultaneously with the execution and delivery of this Amendment, the Borrowers and the Guarantors shall
pay, or cause to be paid, all of the Administrative Agent’s reasonable costs, fees and expenses incurred through the date
hereof in connection with the administration of the Loan Agreement and for which a reasonably detailed invoice has been provided,
including, without limitation, all reasonable outstanding fees and disbursements owed to the Administrative Agent’s legal
counsel, Nutter, McClennen & Fish LLP (“Nutter”) and Nutter’s consultant, Loughlin Management Partners
+ Co. (“LM+Co”), including, without limitation, the fees payable to LM+Co as described in that certain letter
agreement, dated as of the date hereof, by and among Nutter, the Administrative Agent and LM+Co.


 


(ii)Amendment
Fee. Simultaneously with, and in consideration of, the execution and delivery of this Amendment by the Required Lenders, the
Borrowers and the Guarantors shall pay, or cause to be paid, a fee in the amount of $25,000.00 to each of the Required Lenders
that executes and delivers a counterpart signature page to this Amendment, which fee shall be considered fully earned, non-refundable
and due and payable upon the execution and delivery of this Amendment.


 


(iii)CRA Preferred
Redemption. The Borrowers and the Guarantors shall redeem all outstanding shares of Series A Convertible Community Reinvestment
Act Preferred Shares (the “CRA Preferred Shares”) held by TD Bank, N.A. (such redemption, the “CRA
Preferred Redemption”); provided, however, that the amount expended by the Borrowers, the Guarantors or
any of their respective Subsidiaries in connection with the CRA Preferred Redemption shall not exceed $2,000,000 plus costs, fees
and expenses due and payable under the terms of that certain Option Agreement, dated as of January 1, 2008, between TD Bank, N.A.
(as successor in interest to Commerce Bank/North) and CHC, which costs, fees, and expenses shall not exceed $250,000.


 


(iv)Closing Checklist.Simultaneously
with, or prior to, the execution and delivery of this Amendment, the Borrowers and the Guarantors shall execute, deliver and/or
complete each of the documents and/or actions, as applicable, as set forth on the closing checklist attached hereto as Exhibit
A, except for those items that are specifically contemplated to be delivered post-closing, as indicated on such closing checklist.


 






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Section 2.Waiver
of Financial Covenant Events of Default. In accordance with Section 23.1 of the Loan Agreement, notwithstanding anything
in the Loan Documents to the contrary, and in reliance upon the satisfaction in full of the conditions precedent set forth above,
as well as the satisfaction of all terms, conditions, covenants, representations and warranties set forth in this Amendment, the
Required Lenders hereby permanently waive any Default under any Loan Document which may have resulted solely on account of the
Financial Covenant Events of Default.


 


Section 3.Consolidated
EBITDA. In accordance with Section 23.1 of the Loan Agreement, the definition of “Consolidated EBITDA” appearing
in Section 1.1.2 of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the definition
of Consolidated EBITDA attached hereto as Annex A.


 


Section 4.Consolidated
Net Income. In accordance with Section 23.1 of the Loan Agreement, the definition of “Consolidated Net Income”
appearing in Section 1.1.2 of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with
the definition of Consolidated Net Income attached hereto as Annex B.


 


Section 5.Excess
Sale Proceeds. In accordance with Section 23.1 of the Loan Agreement, the definition of “Excess Sale Proceeds”
appearing in Section 1.1.2 of the Loan Agreement is hereby amended by deleting the period at the end of subsection (d) thereof
and replacing it with a semi-colon and adding a new subsection (e) thereto as follows:


 


“(e) proceeds from any
Permitted Investments allowed pursuant to Section 10.6.2(b) hereof.”


 


Section 6.GAAP.
In accordance with Section 23.1 of the Loan Agreement, the definition of “GAAP” appearing in Section 1.1.2
of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the definition of GAAP attached hereto
as Annex C.


 


Section 7.Total
Debt. In accordance with Section 23.1 of the Loan Agreement, the definition of “Total Debt” appearing in
Section 1.1.2 of the Loan Agreement is hereby amended by deleting it in its entirety and replacing it with the definition
of Total Debt attached hereto as Annex D.


 


Section 8.Use
of Revolving Loans. In accordance with Section 23.1 of the Loan Agreement, Section 3.1(b) of the Loan Agreement
is hereby amended by deleting it in its entirety and replacing it with the following:


 


“(b)Use of Revolving
Loans. From and after the effective date hereof, through the Revolver Maturity Date, the proceeds of Revolving Loans equal
to an aggregate outstanding balance of up to $25,000,000 may be borrowed, repaid and reborrowed from time to time entirely (i)
for investments by Centerline LIHTC Sub or, in the event of a Valid Business Impediment to Centerline LIHTC Sub making such investment,
Centerline Investor LP or Centerline Investor LP II (“LIHTC Investments”) and (ii) for the Borrowers’,
Guarantors’ and Pledged Entities’ general corporate purposes; provided, however, that the aggregate outstanding
balance of Revolving Loans used for the Borrowers’, Guarantors’ and Pledged Entities’ general corporate purposes
shall not exceed (x) from February 15, 2013 through February 15, 2014, $17,500,000, (y) from February 16, 2014 through December
31, 2014, $15,000,000 and (z) from January 1, 2015 through the Revolver Maturity Date, $10,000,000.”


 



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For purposes of clarity, the parties hereto
hereby acknowledge and agree that, as of the date hereof, a portion of the $17,500,000.00 available for LIHTC Investments and general
corporate purposes has already been drawn by the Borrowers as reflected in more detail on Annex E attached hereto.


 


Section 9.Mandatory
Repayment of Outstanding LIHTC Amounts.


 


(a)The Borrowers
hereby acknowledge and agree that Annex E attached hereto sets forth a true, complete and correct summary of all LIHTC Advance
Amounts outstanding as of the date hereof and the names of the LIHTC Properties in which Centerline LIHTC Sub, Centerline Investor
LP or Centerline Investor LP II, as the case may be, have made LIHTC Investments with the proceeds thereof (collectively, the “Outstanding
LIHTC Amounts”). The Borrowers further acknowledge and agree that, as of the date hereof, such Outstanding LIHTC Amounts
remain outstanding notwithstanding the requirement under Section 4.1.2 of the Loan Agreement that each such amount be repaid
no later than one hundred eighty (180) days after the date on which each such Outstanding LIHTC Amount was advanced.


 


(b)Notwithstanding
the foregoing or anything else in the Loan Documents to the contrary, and in reliance upon the satisfaction in full of the conditions
precedent set forth above, as well as the satisfaction of all terms, conditions, covenants, representations and warranties set
forth in this Amendment, the Required Lenders hereby waive any Default under any Loan Document which may have resulted solely on
account of the Borrowers’ failure to timely repay such Outstanding LIHTC Amounts in accordance with Section 4.1.2
of the Loan Agreement. In consideration for the foregoing waiver, the Borrowers hereby acknowledge and agree that (i) on or prior
to August 15, 2013, the Borrowers shall cause all of the Outstanding LIHTC Amounts to be repaid in full, other than up to $2,000,000,
solely to the extent that such amount is actually withheld from Centerline LIHTC Sub pursuant to the terms of the sale of its interests
in a LIHTC Property known as Lakefront Phase II LLC (such amount, the “Lakefront Hold Back”), and (ii) on or
prior to the earliest to occur of (A) January 15, 2014 and (B) the date on which the Lakefront Hold Back is released to Centerline
LIHTC Sub or any other member of the Centerline Group, the Borrowers shall cause the remaining $2,000,000 of the Outstanding LIHTC
Amounts, plus all accrued but unpaid interest thereon, to be repaid in full.


 


Section 10.Commitment
to Issue Letters of Credit. Notwithstanding anything in the Loan Documents to the contrary, effective as of the date hereof,
the Issuing Bank shall have no further obligation to issue New Letters of Credit under the Loan Agreement. Any decision to issue
New Letters of Credit under the Loan Agreement shall be entirely and solely at the discretion of the Issuing Bank.


 






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Section 11.Delivery
of Financial Statements. In accordance with Section 23.1 of the Loan Agreement, Section 9.5.1 of the Loan Agreement
is hereby amended by deleting it in its entirety and replacing it with the provisions attached hereto as Annex F.


 


Section 12.Compliance
Certificate. In connection with the amendments contained herein, and in accordance with Section 23.1 of the Loan Agreement,
the form of Compliance Certificate attached to the Loan Agreement as Exhibit 9.5.1(c) is hereby amended by deleting it in
its entirety and replacing it with the form of Compliance Certificate attached hereto as Annex G.


 


Section 13.Applicable
Margin. In accordance with Section 23.1 of the Loan Agreement, the Applicable Margin applicable to the Loans is hereby
amended by deleting the portion of Exhibit 1.1A labeled “Applicable Margin” in its entirety and replacing it
with the language included in Annex H attached hereto.


 


Section 14.Fixed
Charge Covenant. In accordance with Section 23.1 of the Loan Agreement, the Fixed Charged Covenant set forth in Section
10.13 of the Loan Agreement is hereby amended by deleting the portion of Exhibit 1.1A labeled “Consolidated EBITDA
to Fixed Charge Ratio” in its entirety and replacing it with the language included in Annex H attached hereto.


 


Section 15.
Leverage Covenant. In accordance with Section 23.1 of the Loan Agreement, the Leverage Covenant set forth in
Section 10.14 of the Loan Agreement is hereby amended by deleting the portion of Exhibit 1.1A labeled “Total
Debt/Consolidated EBITDA Ratio” in its entirety and replacing it with the language included in Annex H attached hereto.


 


Section 16.Limitation
on Loans. In accordance with Section 23.1 of the Loan Agreement, Section 10.6.1(a) of the Loan Agreement is hereby
amended by deleting it in its entirety and replacing it with the following: “[Intentionally Omitted].”


 


Section 17.Permitted
Investments. In accordance with Section 23.1 of the Loan Agreement, Section 10.6.2 of the Loan Agreement is hereby
amended by deleting it in its entirety and replacing it with the following:


 


“10.6.2Limitations
on Investments. The Borrowers and Guarantors will not make, and will not permit or suffer any of the Pledged Entities making,
any investments other than the following, subject in each case to the Borrowers’, Guarantors’ and Pledged Entities’
compliance with the other restrictions contained in this Credit Agreement, including, without limitation, the prohibitions on entering
into transactions with Island and its Affiliates, C-III or The Related Companies Group contained in Section 10.18:


 


(a) investments
in the businesses engaged in by the Borrowers and Guarantors consisting of the following (collectively, the “Lines of
Business”);


 


(1) substantially
as engaged in on the Closing Date: (i) the syndication of LIHTC Investments, (ii) the provision of asset management services, (iii)
the origination, selling and servicing of mortgage loans pursuant to governmental or quasi-governmental agency programs, and (iv)
the ownership, management, stabilization and maintenance of the B Bonds and cash flows derived therefrom;


 






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(2) investments
by any Borrower, Guarantor and Pledged Entity in any other Borrower, Guarantor and Pledged Entity;


 


(3) the acquisition
and securitization of tax-exempt bonds issued to fund construction of affordable housing in the United States;


 


(4)
investments (including debt obligations and Capital Stock) converted in connection with (x) the bankruptcy or reorganization
of any Person and in settlement of obligations of, or disputes with, any Person arising in the ordinary course of business and
upon foreclosure with respect to any secured investment or other transfer of title with respect to any secured investment and (y)
the non-cash proceeds of any disposition permitted by Section 10.5; and


 


(5)
any businesses reasonably complementary to any of the businesses described in clause (a)(1) of this Section; or


 


(b) investments
by the Borrowers, the Guarantors, and the Pledged Entities of up to $5,000,000 (or up to $10,000,000 if the Total Debt/Consolidated
EBITDA Ratio for the previous two consecutive Fiscal Quarters, as measured on a trailing twelve (12) month basis, shall be equal
to or less than 3.00 to 1.00), determined on a cumulative basis and without duplication, in any of the following (collectively,
the “Permitted Investments”):


 


(1) general partnerships,
co-general partnerships, and joint ventures with investment strategies consisting of (A) tax-exempt bond lending for affordable
multi-family housing assets; (B) bridge lending for affordable and conventional multi-family housing assets; (C) subordinate, second
lien, mezzanine or preferred financing for affordable and conventional multi-family housing assets; and (D) equity interests in
affordable and conventional multi-family housing assets;


 


(2) property
management businesses; and


 


(3) equity interests
in assets, funds and partnerships related to LIHTC Properties.”


 


Section 18.Tax
Distributions. In accordance with Section 23.1 of the Loan Agreement, Section 10.7(a) of the Loan Agreement is
hereby amended by deleting it in its entirety and replacing it with the following “(a) [Intentionally Omitted].”


 


Section 19.Employee
Equity Compensation. In accordance with Section 23.1 of the Loan Agreement, Section 10 of the Loan Agreement
is hereby amended by adding a new subsection 10.20 thereto as follows:


 






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“10.20Employee
Equity Compensation. The Borrowers and the Guarantors shall not grant, and shall not permit or suffer any of the Pledged
Entities granting, any equity-based compensation to such Person’s directors, officers, employees, consultants or other Persons
in excess of twenty percent (20%) of the fully-diluted equity of such Person in the aggregate.”


 


Section 20.Notice
to Island. In accordance with Section 23.1 of the Loan Agreement, Schedule 3 to the Loan Agreement is hereby
amended by deleting the following reference contained therein in its entirety:


 


“with
copies to:


 


Island Capital
Group LLC


717 Fifth
Avenue - 18th Floor


New York,
New York  10022


Attention:
Charles H. F. Garner


Facsimile
no. 212.705.5001


Email: cgarner@islecap.com.”


 


 


Section 21.Other
Amendments to Loan Agreement. In accordance with Section 23.1 of the Loan Agreement, the Loan Agreement is further amended
as follows:


 


(a)Capital Adequacy.
Section 6.8 of the Loan Agreement is hereby amended by adding the following provision immediately after the end of the phrase
“(whether or not having the force of law)” appearing in subsection (i) thereof:


 


“(acknowledging that for purposes
hereof, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines or directives thereunder
or issued in connection therewith, and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International
Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the Unites States or foreign
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be such an adoption of or change in
law, regardless of the date enacted, adopted or issued)”.


 


(b)USA PATRIOT
Act. Section 26 of the Loan Agreement is hereby amended by adding the following sentence to the end thereof:


 


“The Borrowers and the Loan Parties
agree to, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information
that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know
your customer” and anti-money laundering rules and regulations, including the Act.”


 






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Section 22.
Conversion of Certain Guarantors and Pledged Entities By Tax-Free Merger. In accordance with Section 23.1 of
the Loan Agreement, the Required Lenders hereby waive any terms of the Loan Agreement and the Loan Documents that would otherwise
prohibit CMC, CMP and Centerline Finance Corporation from converting by tax-free merger from corporate form to limited liability
company form (the “Conversions”), including, without limitation, the provisions of 9.6.2 and 10.11
of the Loan Agreement, solely with respect to such Conversions; provided that the Conversions are consummated within fifteen
(15) days following the execution and delivery of this Amendment upon terms and conditions that are reasonably acceptable to the
Administrative Agent. In furtherance of the foregoing, upon completion of the Conversions of CMC, CMP and Centerline Finance Corporation,
respectively, from corporate to limited liability form as contemplated herein, all references in the Loan Agreement and the Loan
Documents to (a) “Centerline Mortgage Capital Inc.” and “Centerline Mortgage Capital Inc., a Delaware corporation”
shall hereinafter be replaced with references to “Centerline Mortgage Capital LLC” and “Centerline Mortgage Capital
LLC, a Delaware limited liability company,” respectively, (b) “Centerline Mortgage Partners Inc.” and “Centerline
Mortgage Partners Inc., a Delaware corporation” shall hereinafter be replaced with references to “Centerline Mortgage
Partners LLC” and “Centerline Mortgage Partners LLC, a Delaware limited liability company,” respectively, and
(c) “Centerline Finance Corporation” and “Centerline Finance Corporation, a Delaware corporation” shall
hereinafter be replaced with references to “Centerline Finance LLC” and “Centerline Finance LLC, a Delaware limited
liability company,” respectively.


 


Section 23.Cessation
of Public Company Status. Notwithstanding anything set forth in the Loan Agreement to the contrary, CHC shall be permitted
to perform such acts as may be reasonably necessary to cease reporting as a public corporation, including, without limitation,
(a) the implementation of a reverse stock split, related forward stock split, and the repurchase of fractional shares that may
result from such reverse and forward stock splits in an amount not to exceed $2,000,000, and (b) the deregistration of CHC's common
shares and related Series B Special Share Purchase Rights of beneficial interest under Section 12 of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) and the suspension of CHC's reporting obligations under Section15(d)
of the Exchange Act.


 


Section 24.Restructuring
of Natixis Agreements. Notwithstanding anything set forth in the Loan Agreement to the contrary, the Borrowers, the Guarantors
and the Pledged Entities shall be permitted to take all action reasonably necessary to effectuate the merger and consolidation
of CFin into CFin Holdings, with CFin Holdings surviving such merger and consolidation as the surviving entity, in each case solely
pursuant to the terms of that certain Master Bond Restructuring Agreement and that certain Master Management and Services Agreement,
substantially in the form of the drafts provided to the Administrative Agent on January 22, 2013.


 


Section 25.Enterprise
Valuation. In furtherance, and not in limitation, of anything contained in Section 14 of the Loan Agreement, the Borrowers
agree to pay all reasonable costs and expenses incurred by the Administrative Agent or its counsel in connection with annual enterprise
valuations of the Centerline Group by such third parties as the Administrative Agent or its counsel may select from time to time.


 






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Section 26.Representations
and Warranties. The Borrowers and Guarantors, jointly and severally, represent and warrant to the Lenders, the Issuing Bank
and the Administrative Agent as of the date of this Amendment that: (a) other than to the extent described herein, no
Default is in existence on the date hereof, or will result from the execution and delivery of this 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 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); (c) this 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; and (d) each of the conditions
precedent to the effectiveness of that certain letter agreement, dated as of February 8, 2013, by and between CHC and Manufacturers
and Traders Trust Company (“M&T”), with respect to M&T’s waiver and termination of certain MFN
rights, has been satisfied.


 


Section 27.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 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. Without limiting the foregoing, the Borrowers and the Guarantors hereby expressly acknowledge and
agree that all ongoing obligations under the various Side Letters entered into in connection with, and as defined in, the Waiver,
shall continue in full force and effect. In furtherance of the foregoing ratification, by executing this 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 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 28.Counterparts.
This 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 29.Amendment
as Loan Document. Each party hereto agrees and acknowledges that this Amendment constitutes
a “Loan Document” under and as defined in the Loan Agreement.


 


Section
30.Governing Law. This AMENDMENT
shall be deemed to constitute a contract made under the laws of the State 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).


 






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Section 31.Successors
and Assigns. This Amendment shall be binding upon each of the Borrowers, the Guarantors,
the Lenders, the Issuing Bank, the Administrative Agent, and their respective successors and assigns, and shall inure to the benefit
of each such Person and their permitted successors and assigns.


 


Section 32.Headings.
Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose.


 


Section 33.Expenses.
Each Borrower jointly and severally agrees to promptly reimburse the Administrative Agent for all expenses, including, without
limitation, reasonable fees and expenses of Nutter and LM+Co, that such Person has heretofore or hereafter incurred or incurs in
connection with the preparation, negotiation and execution of this Amendment and all other instruments, documents and agreements
executed and delivered in connection with this Amendment.


 


Section 34.Integration.
This 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 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 Amendment,
all of which have become merged and finally integrated into this 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 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 Amendment not included or referred to herein and not reflected by a writing included or referred
to herein.


 


Section 35.
No Course of Dealing. The Administrative Agent and the Required Lenders have entered into this Amendment on the express
understanding with the Borrowers and the Guarantors that, in entering into this Amendment, neither the Administrative Agent nor
the Lenders are establishing any course of dealing with the Borrowers or the Guarantors. The Administrative Agent’s 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 Amendment. Neither the Administrative Agent nor the Lenders
shall be obligated in any manner to execute any further amendments or waivers and if such amendments or waivers are requested by
the Borrowers and/or the Guarantors in the future, assuming the terms and conditions thereof are satisfactory to the Administrative
Agent and the Lenders, the Administrative Agent and the Lenders may require the payment of fees in connection therewith. Each of
the Borrowers and the Guarantors agree that none of the waivers or amendments set forth herein constitute a course of dealing giving
rise to any obligation on the part of the Administrative Agent or the Lenders that requires a similar or any other waiver or amendment
with respect to the Loan Agreement or any other Loan Document.


 






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Section 36.Jury
Trial Waiver. THE BORROWERS, THE GUARANTORS, THE ADMINISTRATIVE AGENT AND THE LENDERS, BY ACCEPTANCE
OF THIS 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 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 THE ADMINISTRATIVE 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 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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IN WITNESS WHEREOF,
the parties have caused this 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/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 




 


 





		CENTERLINE CAPITAL GROUP LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 





 


 


 


(Signatures continued on next page)


 


 


 





S-Borrowers


Signature page to Fourth Amendment to Second Amended and Restated
Revolving Credit and Term Loan Agreement











    	 



    	 	



    
 





	GUARANTORS:	CENTERLINE CAPITAL COMPANY LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 




 





		CENTERLINE AFFORDABLE HOUSING ADVISORS LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 



 





		CENTERLINE HOLDING TRUST	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 




 





		CENTERLINE HOLDING TRUST II	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 






 


		CENTERLINE AREA LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 









 


(Signatures continued on next page)


 


 


 





S-Guarantors


Signature page to Fourth Amendment to Second Amended and Restated
Revolving Credit and Term Loan Agreement











    	 



    	 	



    
  





	GUARANTORS (CONT.):	CENTERLINE FINANCE CORPORATION	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 




 





		CENTERLINE INVESTOR LP LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 



 





		CENTERLINE INVESTOR LP II LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 




 





		CENTERLINE  INVESTOR LP III LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 






 


		CM INVESTOR LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 




 








		CENTERLINE  MANAGER LLC	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/ Michael Larsen	 
	 	 	Name:	Michael Larsen	 
	 	 	Title:	CFO	 



 


 


 





S-Guarantors


Signature page to Fourth Amendment to Second Amended and Restated
Revolving Credit and Term Loan Agreement








    	 



    	 	



    
 


Schedule 1


 


Guarantors


 


		1.	CCC



		2.	CAHA



		3.	Holding Trust



		4.	Holding Trust II



		5.	Centerline AREA LLC



		6.	Centerline Finance Corporation



		7.	Centerline Investor LP



		8.	Centerline Investor LP II



		9.	Centerline LIHTC Sub



		10.	CM Investor LLC



		11.	Centerline Manager LLC



 



    	 



    	 	



    



  


Schedule 2


 


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


 


The undersigned hereby evidences its agreement
to the terms of that certain FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as
of February 15, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline Capital
Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A., as the
Administrative Agent and the 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:	SVP	 



 


 


Representing
40.816326532% of all Revolving Loan Commitments and Term Loan Commitments


 






    	 



    	 	



    
  


Schedule 2


 


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


 


The undersigned hereby evidences its agreement
to the terms of that certain FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as
of February 15, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline Capital
Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A., as the
Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from time
to time.


 


  











		Morgan Stanley Senior Funding, Inc.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/
                Holly Neiweem	 
	 	Name:	 Holly Neiweem	 
	 	Title:	 SVP	 





 


  


Representing
16.3% of all Revolving Loan Commitments and Term Loan Commitments


 






    	 



    	 	



    
  


Schedule 2


 


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


 


The undersigned hereby evidences its agreement
to the terms of that certain FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as
of February 15, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline Capital
Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A., as the
Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from time
to time.


  





  











		MLBUSA COMMUNITY DEVELOPMENT CORP.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/
                John F. Simon	 
	 	Name:	John F. Simon	 
	 	Title:	 Authorized Signatory	 





 


  


Representing
10.204081632% of all Revolving Loan Commitments and Term Loan Commitments


 






    	 



    	 	



    
  


Schedule 2


 


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


 


The undersigned hereby evidences its agreement
to the terms of that certain FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as
of February 15, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline Capital
Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A., as the
Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from time
to time.


 


 














		CIBC INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 /s/
                Charles D. Mulkeen	 
	 	Name:	Charles D. Mulkeen	 
	 	Title:	Executive Director	 







 


  


Representing
8.16% of all Revolving Loan Commitments and Term Loan Commitments


 






    	 



    	 	



    
 


Schedule 2


 


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


 


The undersigned hereby evidences its agreement
to the terms of that certain FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED REVOLVING CREDIT AND TERM LOAN AGREEMENT, dated as
of February 15, 2013, and the consummation of the transactions contemplated thereby, amending that certain Second Amended and Restated
Revolving Credit and Term Loan Agreement, dated as of March 5, 2010, by and among Centerline Holding Company and Centerline Capital
Group LLC, as the Borrowers, the Guarantors described therein, the Lenders described therein, and Bank of America, N.A., as the
Administrative Agent and the Issuing Bank, as such agreement is amended, restated, supplemented or otherwise modified from time
to time.


 


 











		Comerica Bank	 
	 	 	 	 	 
	 	 	 	 	 
	 	By:	/s/
                 Thomas W. Million	 
	 	Name:	Thomas W. Million	 
	 	Title:	Vice President	 







 


 


Representing
4.081632653% of all Revolving Loan Commitments and Term Loan Commitments 


 



    	 



    	 	



    



 


Annex A


 


Definition of Consolidated EBITDA


 


[Attached]


 






    	 



    	 	



    
 


ANNEX A


(Definition of Consolidated EBITDA)


 


Consolidated EBITDA. For purposes
of determining CHC’s Consolidated EBITDA, unless otherwise agreed between the Borrowers and the Administrative Agent, the
methods and bases of accounting, including, without limitation, the bases upon which underlying assumptions are made, shall be
the same methods and bases historically applied as reflected on the examples of the calculations of CHC’s Consolidated EBITDA
utilizing the definition set forth herein for the periods ending on June 30, 2012 and September 30, 2012, on the schedules and
sub-schedules prepared by CHC attached to this Annex A as Exhibit A. Consolidated EBITDA means, with respect to any
Person for any period; the sum (without duplication) of:


 


(a) Consolidated Net
Income;


 


plus:


 


(b) in each case to
the extent deducted, or not included in net income, in determining Consolidated Net Income,


 


(i) consolidated interest
expense on Total Debt,


 


(ii) the Unused Facility
Fee and any other unused facility fees on Total Debt,


 


(iii) Distributions paid, accrued
or allocated to any class of preferred Capital Stock (if actually paid, solely if and to the extent permitted to be paid by the
terms of this Credit Agreement; and other than Distributions permitted and contemplated by Section 10.7),


 


(iv) all federal, state, local
and foreign income tax expense,


 


(v) depreciation, depletion, and
amortization expense (including mortgage servicing rights) and other similar non-cash items,


 


(vi) non-cash losses related to
mortgage servicing rights,


 


(vii) income allocated to minority
interests related to SCU’s,


 


(viii) non-cash impairments of
non-working capital assets, including intangibles, Supplemental Loans and the B Bonds,


 


(ix) non-recurring net losses from
the sale or other disposition of assets outside the ordinary course of business permitted under this Credit Agreement,


 


(x) non-cash losses associated
with the change in fair market value of rights and obligations under Derivative Agreements,


 






    	 



    	 	



    
 


(xi) the principal amount of any
Supplemental Loans collected,


 


(xii) all non-cash
reserves taken, directly or indirectly, on account of any risk-sharing arrangements with Fannie Mae, Freddie Mac or any similar
or successor governmental or quasi-governmental body or any similar risk-sharing arrangement with any other Person,


 


(xiii) all non-cash
losses or expenses related to deconsolidated entities and consolidated partnerships, and changes to basis of accounting pursuant
to that certain Fourth Amendment to this Credit Agreement, dated as of February 15, 2013 (the “Fourth Amendment”),


 


(xiv) interest
income received from B Bonds,


 


(xv) any
other non-recurring losses or expenses relating to (v) lease termination costs, (w) stabilization escrow impairment, (x) extinguishment
of liabilities, (y) losses or expenses not to exceed (1) $250,000 with respect to any single transaction or matter and (2) $1,000,000
in the aggregate during the applicable measurement period, and (z) other matters approved for inclusion in the calculation of Consolidated
EBITDA by the Administrative Agent.


 


(xvi)
expenses incurred directly associated with the negotiation and/or execution of amendments, waivers, workouts, recapitalizations
and/or restructurings with respect to this Credit Agreement, including those paid to Nutter, McClennen & Fish LLP and
Nutter’s consultant, Loughlin Management Partners + Co., Rothschild Inc., Cadwalader, Wickersham
& Taft LLP, and Paul Hastings, LLP, as set forth on a quarterly basis on Exhibit B attached hereto with respect to such
expenses paid prior to the date of the Fourth Amendment (it being understood that Exhibit B is not intended to limit or restrict
the inclusion in the calculation of Consolidated EBITDA of such expenses in an aggregate amount not to exceed $2,320,000 that are
paid following the date of the Fourth Amendment),


 


(xvii) expenses
incurred in connection with the redemption of CRA Preferred Shares held by Citizens Bank & Trust and TD Bank, N.A. and the
negotiation of waivers by certain holders of the right to receive benefits and accommodations with respect to the CRA Preferred
Shares no less favorable than those extended to any other holders of CRA Preferred Shares, as set forth on a quarterly basis on
Exhibit C attached hereto,


 


(xviii) expenses
directly related to SEC filings and reporting, in an amount not to exceed $2.7 million annually, as set forth on a quarterly basis
on Exhibit D to this Annex A,


 


(xix) severance
costs in an amount not in excess of $1 million incurred prior to June 30, 2013,


 


(xx) all
equity losses from Excluded Entities or general partnership interests in any LIHTC Properties, and


 






    	 



    	 	



    
 


(xxi) any
non-cash expenses related to stock-based compensation to employees of CHC permitted pursuant to the terms of Section 10.20 of this
Credit Amendment,


 


minus:


 


(c) in each case to
the extent added, or not included as a net loss, in determining Consolidated Net Income,


 


(i) all federal, state, local and
foreign income tax benefits,


 


(ii) non-cash gains related to
the initial valuation of mortgage servicing rights,


 


(iii) losses allocated to minority
interests related to SCU’s,


 


(iv) non-cash recoveries of non-working
capital assets, including intangibles and Supplemental Loans,


 


(v) non-recurring net gains from
the sale or other disposition of assets outside the ordinary course of business permitted under this Credit Agreement,


 


(vi) non-cash gains associated
with the change in fair market value of rights and obligations under Derivative Agreements,


 


(vii) other non-recurring gains
relating to (u) lease termination costs, (v) stabilization escrow impairment, and (w) extinguishment of liabilities, and (x) gains
not to exceed (1) $250,000 with respect to any single transaction or matter and (2) $1,000,000 in the aggregate during the applicable
measurement period, (y) the sale or other disposition or monetization of any Permitted Investments, and (z) other matters approved
for exclusion in the calculation of Consolidated EBITDA by the Administrative Agent.


 


(viii) the principal amount of
any Supplemental Loans, or cash reserves created in the nature of Supplemental Loans or other protective advances, directly or
indirectly made to or for the benefit of any LIHTC Property or Centerline-Sponsored Fund,


 


(ix) all amounts paid, advanced
or otherwise made available to Island or any of its Affiliates, including, without limitation, pursuant to the Management Agreement,


 


(x) all cash payments actually
made, directly or indirectly, on account of any risk-sharing arrangements with Fannie Mae, Freddie Mac or any similar or successor
governmental or quasi-governmental body or any similar risk-sharing arrangement with any other Person,


 






    	 



    	 	



    
 


(xi) all amounts due and payable
to third parties under the Timex Contribution Agreement to the extent such amounts are included in CHC’s Consolidated Net
Income,


 


(xii) any non-cash reserves reversed,


 


(xiv) all equity income from Excluded
Entities or general partnership interests in any LIHTC Properties,


 


(xv) all non-cash gains related
to deconsolidated entities and consolidated partnerships, and changes to basis of accounting pursuant to the Fourth Amendment,
and


 


(xvi) GAAP recognition of B Bonds
interest income.


 


**************************


 



    	 



    	 	



    
 


Exhibit A


To


Annex A to the Fourth Amendment


 


Attached
Hereto123


 


 


 


 











1
6/30/12 TTM pro forma EBITDA calculation and sub-schedules in form and substance reasonably acceptable to the Administrative Agent
to be received for attachment to Exhibit A on or before February 22, 2013.


2
Pro forma calculations of EBITDA and sub-schedules on Exhibit A should be revised to reflect actual expenses in clauses (b)(xvi),
(b)(xvii), (b)(xviii) and (b)(xix) by quarter, rather than estimates.


3
Pro forma’s should include a line item for each clause of Consolidated EBITDA definition, even if the value assigned to that
line item is $0.



 






    	 



    	 	



    
 


Centerline Holding Company


Revolving Credit and Term Loan Covenant Calculations


2012-09-30


 


TTM


9/30/2012


 Exhibit
A to Annex A


 


Calculation
of Consolidated EBITDA:







 





	[a] CHC Consolidated
    Net Income (Loss)	19.98 
	 	 
	 	 
	+ [b](i): Consolidated interest expense on Total
    Debt	4.91 
	 	 
	+ [b](ii): Unused facility fees on Total Debt	0.37 
	 	 
	+ [b](iii): Distributions paid, accrued or allocated
    on any preferred capital stock	0.00 
	 	 
	+ [b](iv) / -[c](i): All federal, state, local
    and foreign income tax expense (benefit)	(1.17)
	 	 
	+ [b](v): depreciation, depletion, and amort. (including
    MSR's) & other similar non-cash items	16.02 
	 	 
	+ [b](vi) / -[c](ii): non-cash losses/(gains) related
    to mortgage servicing rights	(27.77)
	 	 
	+ [b](vii) / -[c](iii): Income/(losses) allocated
    to minority interests related to SCU's	0.00 
	 	 
	+ [b](viii) / -[c](iv): non-cash
    impairment/(recoveries) of non-working capital assets, including intangibles	0.00 
	 	 
	+ [b](viii) / -[c](iv): non-cash
    impairment/(recoveries) of supplemental loans	3.51 
	 	 
	+ [b](viii) / -[c](iv): non-cash
    impairment/(recoveries) of B Bonds	0.00 
	 	 
	+ [b](ix) / -[c](v): non-recurring net loss/(gain)
    from sale or other disposition of assets	(0.63)
	 	 
	+ [b](x) / -[c](vi): non-cash losses/(gain) associated
    with changes in FMV of derivatives	4.04 
	 	 
	+ [b](xi) / -[c](viii): Principal of Supplemental
    Loans collected/(created)	(9.27)
	 	 
	+ [b](xii): non-cash reserves taken for risk-sharing	(7.71)
	 	 
	+ [b](xiii) / -[c](xv): all non-cash losses or
    expenses/(gains) related to deconsolidated entities and consolidated partnerships	0.00 
	 	 
	+ [c](xvi): GAAP Recognition of B Bonds interest
    income	(20.33)
	 	 
	+ [b](xiv): Interest Income received from B Bonds	27.49 
	 	 
	+ [b](xv) / [c](vii): Other non-recurring losses
    or expenses/(gain) - Lease Termination Costs	3.33 
	 	 
	+ [b](xv) / [c](vii): Other non-recurring losses
    or expenses/(gain) - Stabilization escrow impairment recovery	(23.55)
	 	
	+ [b](xv) / [c](vii): Other non-recurring losses
    or expenses/(gain) -Extinguishment of liabilities	(5.07)
	 	
	+ [b](xvi) Expenses related to the execution of
    amendments, waivers, workouts and/or restructuring with respect to the Credit Agreement	6.55 
	 	
	+ [b](xvii): Expenses incurred in connection with
    the CRAs redemption and waiver of MFN rights	2.16 
	 	 
	+ [b](xviii): Expenses directly related to to SEC
    filings and reporting	2.11 
	 	 
	+ [b](xix): Severance costs in an amount not in
    excess of $1 million incurred prior to 06/30/2013	0.00 
	 	 
	+ [b](xx) / [c](xiv): All equity losses/(income)
    from excluded entities or general partnership interests	36.31 
	 	 
	+ [b](xxi): Any non-cash expenses related to stock-based
    compensation to employees of CHC	0.00 
	 	 
	-: [c] (x) all cash payments actually made for
    risk sharing including advances	(0.13)
	 	 
	-: [c] (ix) all amounts paid, advanced or otherwise
    made available to Island or any of its Affiliates, including, without limitation, pursuant to the Management Agreement	0.00 
	 	 
	-: [c] (xi) all amounts due and payable to third
    parties under the Timex Contribution Agreement	0.00 
	 	 
	-: [c] (xii) any non-cash reserves reversed	0.00 
	 	 
	1. EBITDA
    (definition per debt agreement)	31.15 
	 	 
	Interest expense
    on Total Debt	4.91 
	Unused facility fee on Total Debt	0.37 
	Scheduled
    principal payments on Total Debt	11.92 
	Total Fixed
    Charges	17.20 







  





	Consolidated
    EBITDA / Fixed Charges	1.81
	Minimum Permitted Consolidated EBITDA to Fixed
    Charges Ratio	1.25
    to 1.00
	COVENANT SATISFIED?	YES
	 	 
	Term Debt	116.09
	Revolver	21.90
	LC	13.80
	Total Debt	151.79
	 	 
	Total Debt /
    Consolidated EBITDA	4.87
	Maximum
    Permitted Consolidated EBITDA to Fixed Charges Ratio	6.5
    to 1.00
	COVENANT SATISFIED?	YES







 






    	 



    	 



    
 





	CENTERLINE HOLDING COMPANY AND SUBSIDIARIES
	CHC Proforma Statement of Operations
	Quarter Ending: December 31, 2011
	(in thousands)
	(Unaudited)








 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Net	 	 	 	 	 	 	 	 	 	 	 	Aggregate
    	 	 
	 	CHC	 	Equity	 	Centerline	 	Guaranteed	 	Mortgage	 	 	 	Fund	 	 	 	SFAS
    167	 	Pro-forma
	 	Consolidated	 	Issuer
    I (*)	 	Financial
    (*)	 	Holdings
    (*)	 	Rev
    Bonds	 	GPs
    (*)	 	Partnerships	 	Elim/Adj	 	Adj	 	CHC
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest income	$
    15,021 	 	$
    2,516 	 	$
    188 	 	$
    352 	 	$
    11,850 	 	$
    (14)	 	$
    (26)	 	$
    (7,057)	 	$
    4,753 	 	$
    7,212 
	Fee income	18,905
    	 	-
    	 	682
    	 	183
    	 	(296)	 	 	 	(13,768)	 	 	 	(14,065)	 	32,105
    
	Gain on sale of
    mortgage loans	10,582
    	 	-
    	 	-
    	 	-
    	 	-
    	 	 	 	 	 	 	 	-
    	 	10,582
    
	Other	1,257
    	 	-
    	 	(96)	 	-
    	 	19
    	 	 	 	(1,467)	 	 	 	(1,448)	 	2,802
    
	Consolidated partnerships:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest income,
    net	179
    	 	-
    	 	-
    	 	-
    	 	-
    	 	1
    	 	179
    	 	 	 	179
    	 	0
    
	Fee income	24,804
    	 	-
    	 	-
    	 	-
    	 	-
    	 	15,862
    	 	8,941
    	 	 	 	24,804
    	 	(0)
	Other 	313
    	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	313
    	 	 	 	313
    	 	(0)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total revenues	71,062
    	 	2,516
    	 	773
    	 	534
    	 	11,572
    	 	15,848
    	 	(5,828)	 	(7,057)	 	14,536
    	 	52,702
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General and administrative	22,949
    	 	10
    	(2)
    	207
    	 	(387)	 	-
    	 	 	 	-
    	 	 	 	-
    	 	23,119
    
	Provision for (recovery
    of) losses	(4,406)	 	-
    	 	722
    	 	1,201
    	 	-
    	 	 	 	-
    	 	 	 	-
    	 	(6,329)
	Interest 	13,818
    	 	-
    	 	(59)	 	198
    	 	9,973
    	 	 	 	-
    	 	 	 	9,973
    	 	3,705
    
	Interest - distribution
    to preferred shareholders of subsidiary	960
    	 	960
    	 	-
    	 	-
    	 	-
    	 	 	 	 	 	 	 	-
    	 	-
    
	Depreciation and
    amortization	4,834
    	 	78
    	(2)
    	8
    	 	16
    	 	52
    	 	 	 	-
    	 	 	 	52
    	 	4,681
    
	Consolidated Partnerships:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest	4,777
    	 	-
    	 	-
    	 	-
    	 	-
    	 	8,984
    	 	2,850
    	 	(7,057)	 	4,777
    	 	(0)
	Loss on impairment
    of assets	23,674
    	 	-
    	 	-
    	 	-
    	 	-
    	 	11,937
    	 	11,737
    	 	 	 	23,674
    	 	-
    
	Other expenses	39,044
    	 	-
    	 	-
    	 	-
    	 	-
    	 	18,030
    	 	21,014
    	 	 	 	39,044
    	 	0
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total expenses	105,650
    	 	1,048
    	 	877
    	 	1,029
    	 	10,025
    	 	38,951
    	 	35,602
    	 	(7,057)	 	77,520
    	 	25,175
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gain (loss) before
    other income (loss)	(34,588)	 	1,469
    	 	(104)	 	(495)	 	1,547
    	 	(23,102)	 	(41,429)	 	-
    	 	(62,984)	 	27,527
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other income (loss)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equity and other
    (loss) income, net	-
    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-
    
	Equity (loss) income
    allocated to CHC	 	 	(88)	(1)
    	(94)	 	(495)	 	-
    	 	(3)	 	-
    	 	 	 	(3)	 	(679)
	Gain on extinguishment
    of liabilities	4,574
    	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	 	 	-
    	 	-
    	 	4,574
    
	Gain (loss) from
    repayment or sale of investments	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	 	 	-
    	 	-
    	 	-
    
	Other losses of
    consolidated partnerships	(58,009)	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	(58,009)	 	-
    	 	(58,009)	 	0
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income (loss) from
    continuing operations before income taxes	(88,024)	 	1,556
    	 	(10)	 	-
    	 	1,547
    	 	(23,100)	 	(99,438)	 	-
    	 	(120,991)	 	31,421
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income tax benefit
    (provision) 	656
    	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	-
    	 	656
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net income (loss)	(87,367)	 	1,556
    	 	(10)	 	-
    	 	1,547
    	 	(23,100)	 	(99,438)	 	-
    	 	(120,991)	 	32,078
    
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net (income) loss
    attributable to non-controlling interests	120,992
    	 	(1,556)	 	10
    	 	-
    	 	-
    	 	23,100
    	 	99,438
    	 	-
    	 	122,538
    	 	(0)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net
    (loss) income attributable to CHC shareholders	$
    33,625 	 	$
    - 	 	$
    - 	 	$
    - 	 	$1,547 	 	$
    - 	 	$
    - 	 	$
    - 	 	$1,547 	 	$32,078 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





	Amounts may not foot or crossfoot due to rounding
	(*) Accounted for as equity method investments
	(1) Reflect equity income/loss for expenses paid by EIT and funded by CHC
	(2) Reflect investor services, printing, accounting, filing fees and amortization of cost relating to setting up the preferred shares - these expenses funded by CHC or are the responsibility of CHC as the issuer of the preferred shares







 






    	 



    	 	



    
 





	CENTERLINE HOLDING COMPANY AND SUBSIDIARIES
	CHC Proforma Statement of Operations
	Year to Date as of: September 30, 2012
	(in thousands)
	(Unaudited)



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	Net	 	 	 	 	 	 	 	 	 	 	 	Aggregate	 	 	 
	 	CHC	 	Equity	 	Centerline	 	Guaranteed	 	Mortgage	 	 	 	Fund	 	 	 	SFAS
    167	 	Pro-forma	 
	 	Consolidated	 	Issuer
    I (*)	 	Financial
    (*)	 	Holdings
    (*)	 	Rev
    Bonds	 	GPs
    (*)	 	Partnerships	 	Elim/Adj	 	Adj	 	CHC	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Revenues:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest income	$ 33,973 	 	$
    7,549	 	$ 518	 	$ 1,807	 	$
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             27,992 	 	$ (40)	 	$ (790)	 	$ (23,158)	 	$
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 4,005 	 	$ 20,094 	 
	Fee income	28,966 	 	-	 	1,459	 	548	 	(847)	 	 	 	(13,606)	 	 	 	(14,453)	 	41,412 	 
	Gain on sale of mortgage loans	36,743 	 	-	 	-	 	-	 	-	 	 	 	 	 	 	 	-	 	36,743 	 
	Other	3,012 	 	-	 	(289)	 	-	 	98 	 	 	 	(4,966)	 	 	 	(4,868)	 	8,170 	 
	Consolidated partnerships:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest income, net	(701)	 	-	 	-	 	-	 	-	 	2 	 	(703)	 	 	 	(701)	 	0 	 
	Fee income	81,754 	 	-	 	-	 	-	 	-	 	52,701 	 	29,053 	 	 	 	81,754 	 	0 	 
	Other	537 	 	-	 	-	 	-	 	-	 	-	 	537 	 	 	 	537 	 	0 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total revenues	184,284 	 	7,549 	 	1,688 	 	2,355 	 	27,243 	 	52,663 	 	9,526 	 	(23,158)	 	66,274 	 	106,419 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Expenses:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General and administrative	77,380 	 	121 	(2)	204 	 	2,895 	 	-	 	 	 	-	 	 	 	-	 	74,160 	 
	Provision for (recovery of) losses	20,502 	 	-	 	8,805 	 	27,864 	 	-	 	 	 	-	 	 	 	-	 	(16,167)	 
	Interest	44,192 	 	-	 	(430)	 	595 	 	28,716 	 	 	 	-	 	 	 	28,716 	 	15,311 	 
	Interest - distribution to preferred shareholders
    of subsidiary	2,880 	 	2,880 	 	-	 	-	 	-	 	 	 	 	 	 	 	-	 	-	 
	Depreciation and amortization	11,948 	 	230 	(2)	23 	 	49 	 	327 	 	 	 	-	 	 	 	327 	 	11,319 	 
	Consolidated Partnerships:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Interest	16,152 	 	-	 	-	 	-	 	-	 	29,215 	 	10,095 	 	(23,158)	 	16,152 	 	0 	 
	Loss on impairment of assets	678 	 	-	 	-	 	-	 	-	 	 	 	678 	 	 	 	678 	 	(0)	 
	Other expenses	203,361 	 	-	 	-	 	-	 	-	 	53,581 	 	149,779 	 	 	 	203,360 	 	0 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total expenses	377,093 	 	3,230 	 	8,602 	 	31,403 	 	29,044 	 	82,796 	 	160,552 	 	(23,158)	 	249,234 	 	84,623 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Gain (loss) before other income (loss)	(192,809)	 	4,318 	 	(6,914)	 	(29,048)	 	(1,801)	 	(30,134)	 	(151,027)	 	-	 	(182,961)	 	21,795 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other income (loss)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Equity and other (loss) income, net	113 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	113 	 
	Equity (loss) income allocated to CHC	 	 	(350)	(1)	(6,223)	 	(29,048)	 	-	 	(7)	 	-	 	 	 	(7)	 	(35,628)	 
	Gain on extinguishment of liabilities	493 	 	-	 	-	 	-	 	-	 	-	 	 	 	-	 	-	 	493 	 
	Gain (loss) from repayment or sale of investments	1,419 	 	-	 	-	 	-	 	795 	 	-	 	 	 	-	 	795 	 	623 	 
	Other losses of consolidated partnerships	(277,403)	 	-	 	-	 	-	 	-	 	-	 	(277,403)	 	-	 	(277,403)	 	0 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income (loss) from continuing operations before income taxes	(468,187)	 	4,669 	 	(691)	 	-	 	(1,005)	 	(30,126)	 	(428,430)	 	-	 	(459,562)	 	(12,603)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Income tax benefit (provision)	505 	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	-	 	505 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net income (loss)	(467,682)	 	4,669 	 	(691)	 	-	 	(1,005)	 	(30,126)	 	(428,430)	 	-	 	(459,562)	 	(12,098)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net (income) loss attributable to non-controlling interests	454,578 	 	(4,669)	 	691 	 	-	 	-	 	30,126 	 	428,429 	 	-	 	458,555 	 	0 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Net (loss) income attributable to CHC shareholders	$
    (13,104)	 	$
    -	 	$
    0	 	$
    -	 	$(1,005)	 	$
    -	 	$
    -	 	$
    -	 	$
    (1,005)	 	$(12,098)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 







	Amounts may not foot or crossfoot due to rounding
	(*) Accounted for as equity method investments
	(1) Reflect equity income/loss for expenses paid by EIT and funded by CHC
	(2) Reflect investor services, printing, accounting, filing fees and amortization of cost relating to setting up the preferred shares - these expenses funded by CHC or are the responsibility of CHC as the issuer of the preferred shares







 



    	 



    	 



    






 





	Freddie Mac B-Certificates
	Monthly Cash Receipts Schedule


 


 


	 	 	 	 	 	Interest Income
	 	Cash Receipts	 	 	recognized - GAAP
	 	$	$	 	 	 
	January-12	3,967,317	 	 	 	 
	February-12	3,724,987	 	 	 	 
	March-12	2,028,637	9,720,941	Q1 2012	 	4,852,000
	April-12	1,719,776	 	 	 	 
	May-12	2,258,493	 	 	 	 
	June-12	2,400,063	6,378,333	Q2 2012	 	4,729,000
	July-12	1,512,072	 	 	 	 
	August-12	1,613,498	 	 	 	 
	September-12	1,434,092	4,559,662	Q3 2012	 	5,871,000
	 	 	 	 	 	 
	Total Q3 2012 YTD	 	20,658,936	 	 	15,452,000




 






    	 



    	 	



    
 


Fannie Mae
& Freddie Mac Loss Payments





 





	 	 	 	 	 	 	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loss
    Settlement Payment Date	 	Agency	 	Loan
    Number	 	 	Deal
    Name	 	Beginning
    Q4 2011 Cumulative
    P&I Advances	 	 	P&I
    Advances Q 4 2011	 	 	P&I
    Advances Q1 2012	 	 	P&I
    Advances Q2 2012	 	 	P&I
    Advances Q3 2012	 	 	Cumulative
    P&I Advances To Date	 	 	Loss
    Settlement Amount - Q2 2012	 	 	Total
    Loss Paid	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Fannie Mae	 	 	500357	 	 	Whispering Isles Apartments	 	 	763,412.04	 	 	 	50,090.11	 	 	 	33,361.39	 	 	 	 	 	 	 	 	 	 	 	796,773.43	 	 	 	 	 	 	 	 	 	
	6/26/2012	 	Fannie Mae	 	 	11696	 	 	Crossroads Investors	 	 	520,526.01	 	 	 	37,200.64	 	 	 	37,207.91	 	 	 	 	 	 	 	 	 	 	 	557,733.92	 	 	 	(557,733.92	)	 	 	(0	)	This property was sold at foreclosure
	 	 	Fannie Mae	 	 	500385	 	 	Jaclyn, LLC	 	 	337,729.66	 	 	 	26,591.01	 	 	 	26,595.44	 	 	 	8,856.27	 	 	 	 	 	 	 	373,181.36	 	 	 	 	 	 	 	 	 	 
	 	 	Fannie Mae	 	 	500397	 	 	Springwood Apartments	 	 	97,912.36	 	 	 	19,575.29	 	 	 	58,792.37	 	 	 	19,575.29	 	 	 	 	 	 	 	176,280.02	 	 	 	 	 	 	 	 	 	 
	 	 	Fannie Mae	 	 	500290	 	 	Deerbrook Apartments	 	 	22,442.76	 	 	 	22,442.76	 	 	 	67,298.97	 	 	 	 	 	 	 	 	 	 	 	89,741.73	 	 	 	 	 	 	 	 	 	 
	 	 	Fannie Mae	 	 	10628	 	 	Washington Terrace Apartments	 	 	92,265.52	 	 	 	92,265.52	 	 	 	138,437.88	 	 	 	 	 	 	 	 	 	 	 	230,703.40	 	 	 	 	 	 	 	 	 	 
	 	 	Fannie Mae	 	 	500354	 	 	Stonewood Apartments	 	 	 	 	 	 	 	 	 	 	 	 	 	 	16,077.53	 	 	 	48,263.46	 	 	 	64,340.99	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	TOTAL:	 	 	1,834,288.34	 	 	 	248,165.33	 	 	 	361,693.96	 	 	 	44,509.09	 	 	 	48,263.46	 	 	 	2,288,754.84	 	 	 	(557,733.92	)	 	 	(0.01	)	 








    	 



    	 	



    
 


Exhibit B


To


Annex A to the Fourth Amendment


 


 


Attached Hereto



    	 



    	 	



    



 





Centerline Holding Company


Exhibit B to Annex A


Expenses Related to Execution of Amendments
to Credit Agreement


October 2011 through January 2013




 


 





	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Q4	 	 	Jan	 	 	Feb	 	 	Mar	 	 	Q1	 	 	Apr	 	 	May	 	 	Jun	 	 	Q2	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Q3	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Q4	 	 	Jan	 	 	Feb	 
	 	 	2011	 	 	2011	 	 	2011	 	 	2011	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2013	 	 	2013	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loughlin Management Partners
    + Co.	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	226,662	 	 	 	-	 	 	 	672,900	 	 	 	899,562	 	 	 	178,338	 	 	 	177,569	 	 	 	180,447	 	 	 	536,354	 	 	 	169,553	 	 	 	175,000	 	 	 	187,377	 	 	 	531,930	 	 	 	175,000	 	 	 	181,340	 	 	 	177,346	 	 	 	533,686	 	 	 	175,000	 	 	 	530,000	 
	Rothschild, Inc.	 	 	-	 	 	 	-	 	 	 	235,161	 	 	 	235,161	 	 	 	135,206	 	 	 	142,041	 	 	 	145,385	 	 	 	422,632	 	 	 	145,643	 	 	 	135,000	 	 	 	145,731	 	 	 	426,375	 	 	 	148,320	 	 	 	135,000	 	 	 	139,867	 	 	 	423,186	 	 	 	266,815	 	 	 	2,613	 	 	 	136,466	 	 	 	405,894	 	 	 	135,000	 	 	 	0	 
	Paul Hastings, LLP	 	 	6,484	 	 	 	8,728	 	 	 	2,640	 	 	 	17,852	 	 	 	4,420	 	 	 	67,455	 	 	 	575,777	 	 	 	647,652	 	 	 	255,642	 	 	 	260,551	 	 	 	197,598	 	 	 	713,791	 	 	 	301,721	 	 	 	392,534	 	 	 	195,939	 	 	 	890,194	 	 	 	43,588	 	 	 	317,511	 	 	 	319,495	 	 	 	680,594	 	 	 	53,467	 	 	 	0	 
	Nutter, McClennen &
    Fish LLP	 	 	-	 	 	 	86,315	 	 	 	39,527	 	 	 	125,842	 	 	 	-	 	 	 	-	 	 	 	179,077	 	 	 	179,077	 	 	 	-	 	 	 	-	 	 	 	100,000	 	 	 	100,000	 	 	 	181,337	 	 	 	60,000	 	 	 	(4,255	)	 	 	237,082	 	 	 	75,000	 	 	 	32,727	 	 	 	63,383	 	 	 	171,110	 	 	 	41,813	 	 	 	150,000	 
	Cadwalader,
    Wickersham & Taft, LLP	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	81,667	 	 	 	81,667	 	 	 	25,000	 	 	 	25,000	 	 	 	25,000	 	 	 	75,000	 	 	 	(43,076	)	 	 	25,000	 	 	 	12,500	 	 	 	(5,576	)	 	 	-	 	 	 	-	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total	 	 	6,484	 	 	 	95,043	 	 	 	277,328	 	 	 	378,855	 	 	 	366,287	 	 	 	209,496	 	 	 	1,573,140	 	 	 	2,148,923	 	 	 	579,623	 	 	 	573,120	 	 	 	705,443	 	 	 	1,858,187	 	 	 	825,930	 	 	 	787,534	 	 	 	543,928	 	 	 	2,157,392	 	 	 	517,327	 	 	 	559,191	 	 	 	709,190	 	 	 	1,785,708	 	 	 	405,280	 	 	 	680,000	 





 






    	 



    	 	



    
 


Exhibit C


To


Annex A to the Fourth Amendment


 


 


Attached Hereto



    	 



    	 	



    
 





Centerline Holding Company


Exhibit C to Annex A


Expenses Related to Redemption of CRA
Preferred Shares


July 2011 through January 2013




 





 


	MFN
    Rights	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Q3	Q4	Q1	Q2	Q3	Q4	Jan	 
	 	2011
    	2011
    	2012
    	2012
    	2012
    	2012
    	2013
    	Total
	 	 	 	 	 	 	 	 	 
	Provision for Loss (MFN Rights)	- 	- 	- 	- 	2,162,754	(962,892)	-	1,199,862




 


 






    	 



    	 	



    



  


Exhibit D


To


Annex A to the Fourth Amendment


 


 


Attached Hereto


 






    	 



    	 	



    
 





Centerline Holding Company


Exhibit D to Annex A


Expenses Related to SEC Filing &
Reporting


July 2011 through January 2013




 


 





	 	 	Q3	 	 	Q4	 	 	Q1	 	 	Q2	 	 	Q3	 	 	Q4	 	 	Jan	 
	 	 	2011	 	 	2011	 	 	2012	 	 	2012	 	 	2012	 	 	2012	 	 	2013	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	EDGARing	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3,320	 	 	6,209	 
	XBRL Compliance	 	 	 	 	 	 	 	6,419	 	 	6,600	 	 	28,600	 	 	4,837	 	 	0	 
	Investor Services,
    PR & Printing	 	 	32,680	 	 	 	25,842	 	 	 	21,093	 	 	 	24,062	 	 	 	23,695	 	 	 	6,176	 	 	 	6,177	 
	SOX compliance	 	 	113,033	 	 	 	118,786	 	 	 	72,018	 	 	 	34,360	 	 	 	144,713	 	 	 	83,948	 	 	 	49,484	 
	Insurance- D&O	 	 	55,000	 	 	 	55,000	 	 	 	55,000	 	 	 	55,000	 	 	 	55,000	 	 	 	55,000	 	 	 	55,000	 
	Audit	 	 	331,750	 	 	 	331,750	 	 	 	351,687	 	 	 	351,687	 	 	 	351,687	 	 	 	351,687	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	532,463	 	 	 	531,378	 	 	 	506,217	 	 	 	471,709	 	 	 	603,695	 	 	 	504,968	 	 	 	116,870	 





 


 



    	 



    	 	



    
 


Annex B


 


Definition of Consolidated Net Income


 


Consolidated Net Income. For
any period of calculation, net income (or loss) of CHC and its Subsidiaries on a consolidated basis in accordance with GAAP
other than the following items: (1) the Excluded Entities will not be consolidated and instead will be treated as equity method
investments, (2) general partnership interests in any LIHTC Property will not be consolidated and instead will be treated as equity
method investments, (3) Centerline Sponsored Funds will not be consolidated and (4) all mortgage revenue bonds previously sold
but for which GAAP sale treatment was not obtained will be treated as sold; provided that Consolidated
Net Income shall exclude: 


 


(a) the undistributed
earnings of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary
of such amounts are not permitted by operation of the terms of its organizational documents or any agreement, instrument or Applicable
Law applicable to such Subsidiary,


 


(b) the income (or
loss) of any Person accrued prior to the date it becomes a Subsidiary or prior to the date any such Person is merged into or consolidated
with the Target Person or any of its Subsidiaries or prior to the date that Person’s assets are acquired by the Target Person
or any of its Subsidiaries, and


 


(c) any income (or
loss) for such Period of any Person if such Person is not a Subsidiary, except that the Target Person’s equity in the net
income of any such Person shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed
by such Person during such Period to the Target Person or a Subsidiary as a Distribution (and in the case of a Distribution to
a Subsidiary, such Subsidiary is not precluded from further distributing such amount to the Target Person as described in clause
(a) of this proviso).


  



    	 



    	 	



    



 


Annex C


 


Definition of GAAP


 


GAAP. Except as otherwise provided
herein, principles that are (i) consistent with the principles promulgated or adopted by the Financial Accounting Standards Board
and its predecessors and successors, as in effect from time to time, and (ii) consistently applied with past financial statements
of each Borrower, each Guarantor and their respective Subsidiaries adopting the same principles, provided that in each case referred
to in this definition of “GAAP” a certified public accountant would, insofar as the use of such accounting principles
is pertinent, be in a position to deliver an unqualified opinion (other than qualifications regarding changes in GAAP and as to
normal year-end adjustments) as to financial statements in which such principles have been properly applied.


 






    	 



    	 	



    
 


Annex D


 


Definition of Total Debt


 


Total Debt. The sum (without duplication)
of the outstanding principal of


 


(a) Revolving Loans, plus


 


(b) the Term Loan, plus


 


(c) Subordinated Debt of the Borrowers,
the Guarantors or any of the Pledged Entities (other than Indebtedness of EIT, to the extent that such Indebtedness is otherwise
permitted hereunder), plus


 


(d) all other Indebtedness described
in the following clauses of the definition of Indebtedness: (a) through (h), (i) (to the extent not constituting Permitted
Indebtedness), and (j); provided however, that (i) any outstanding Letters of Credit that remain undrawn (the “Undrawn
LCs”) shall be excluded from the definition of “Total Debt”, and (ii) any loss reserves maintained in accordance
with GAAP on account of Freddie Mac loans shall be included in the definition of “Total Debt” up to the amount of the
Undrawn LCs, plus


 


(e) Indebtedness of the Excluded
Entities to the extent that such Indebtedness does not constitute Permitted Indebtedness, plus


 


(f) without duplication, any Contingent
Liabilities incurred in connection with or relating to any of the foregoing.


 


Notwithstanding
anything to the contrary contained herein, (i) Indebtedness associated with any general partnership interests held by special purpose
entities that are Subsidiaries of CHC shall be included in the calculation of “Total Debt” only to the extent of any
recourse to any of the Loan Parties; and (ii) the following Indebtedness shall be excluded from the definition of Total Debt: (1)
any Indebtedness constituting Permitted Indebtedness pursuant to clauses (e), (g), (h), (k) through (o) and (r) of Section 10.3.1
and Section 10.3.2, (2) that certain promissory note made by CHC, in principal face amount of $20,000,000, made by CHC payable
to the order of Centerline Guarantor LLC, (3) CHC’s $75,000,000 DUS risk-share guaranty for the benefit of Fannie Mae, (4)
accrued loss share reserve(s) for the benefit of Fannie Mae and Freddie Mac, (5) the CHC/CCG Guaranty, (6) CHC’s guarantee
and indemnification obligations arising under the Reaffirmation of Guarantee, and (7) any debt
created under the terms of the Reimbursement, Pledge and Security Agreement, dated as of December 1, 2007, between Freddie Mac
and SPV I, and any amendments thereto from time to time (other than (i) any recourse liability of SPV I, including, without limitation,
arising under such Reimbursement, Pledge and Security Agreement and (ii) any non-recourse liability of SPV under such Reimbursement
Pledge and Security Agreement in excess of $3,500,000 in the aggregate, each of which shall be included in the definition of Total
Debt).


 






    	 



    	 	



    
 


Annex E


 


Revolving Loans Currently Outstanding.


 


	General Corporate Purposes	$12,100,000
	LIHTC Investments	$11,100,000
	Letters of Credit	$1,790,470
	Total	$24,990,470


 


 


 


Outstanding LIHTC Amounts


 


	Name of LIHTC Property	LIHTC Advance Amount
	Lakeside Apartments	$1,400,000
	Transpacific Apartments	$3,200,000
	Lakefront	$6,500,000
	Total	$11,100,000



 






    	 



    	 	



    
 


Annex F


 


Financial Reporting


(Section 9.5.1 of the Loan Agreement)


 


[Attached]


 






    	 



    	 	



    
 


ANNEX F


(Financial Reporting)


 


9.5 Delivery
of Financial Statements and Notices. 


 


9.5.1 Financial
Statements, Reports, Etc. Each Borrower and Guarantor will furnish, or shall cause each of the Affiliates specifically
enumerated hereafter to furnish, to the Administrative Agent (in form and substance reasonably acceptable to the Administrative
Agent), either physically or through electronic delivery, and the Administrative Agent will promptly furnish to each Lender, the
following:


 


(a)               
Within:


 


		(i)	ninety (90) days after the end of each Fiscal Year with respect to CHC,



 


		(ii)	one hundred five (105) days after the end of each Fiscal Year with respect to EIT (if and to the
extent that EIT prepares such financial statements), EIT II (if and to the extent that EIT II prepares such financial statements),
CMC and CMP,



 


		(iii)	one hundred twenty (120) days after the end of each Fiscal Year with respect to each Centerline-Sponsored
Fund, including, without limitation each guaranteed Centerline-Sponsored Fund (the “Guaranteed Funds”) but only to
the extent that such financial statements of a Centerline-Sponsored Fund are delivered to any of the Centerline Group’s investors,
and



 


		(iv)	one hundred twenty (120) days after the end of each Fiscal Year with respect to CFin, CFin Holdings
(but only to the extent such financial statements are delivered to Natixis), Guaranteed Holdings (but only to the extent such financial
statements are delivered to Merrill), and any other member of the Centerline Group (but only to the extent such financial statements
are prepared in the ordinary course of such Person’s business),



 






    	 



    	 	



    
 


its consolidated balance sheet, income
statement, statement of equity and cash flow statement, and, with respect to CHC, consolidating balance sheet and related statement
of income showing the financial condition of each such Person and its consolidated Subsidiaries as of the close of such Fiscal
Year and the results of its operations and the operations of such Subsidiaries during such year, together with comparative figures
for the immediately preceding Fiscal Year. The consolidating statements for CHC shall include separate figures for CCC and such
statements shall be accompanied by unaudited equity statements and cash flow statements of CCC. Such balance sheets and related
statements referred to above for CMC, CMP, EIT, EIT II, CFin, CFin Holdings, and Guaranteed Holdings (but in the case of EIT, EIT
II, CFin, CFin Holdings, and Guaranteed Holdings only so long as required by its operating agreement or other agreements with third
parties), shall be audited by Deloitte & Touche LLP or other independent public accountants of recognized national standing
reasonably acceptable to the Administrative Agent (which consent shall not be unreasonably withheld or delayed), and shall be accompanied
by an opinion of such accountants (which opinion shall not be qualified in any material respect), to the effect that such consolidated
financial statements fairly present the financial condition and results of operations of such Person and its consolidated Subsidiaries
on a consolidated basis in accordance with GAAP consistently applied. Such balance sheets and related statements referred to above
for CHC will be unaudited and certified by such Person’s chief financial officer as fairly presenting the financial condition
and results of operations of such Person and its consolidated Subsidiaries on a consolidated and consolidating basis in accordance
with GAAP other than the following items: (1) the Excluded Entities will not be consolidated and instead will be treated as equity
method investments, (2) general partnership interests in any LIHTC Property will not be consolidated and instead will be treated
as equity method investments, (3) Centerline Sponsored Funds will not be consolidated and (4) all mortgage revenue bonds previously
sold but for which GAAP sale treatment was not obtained will be treated as sold;


 


(b)              
within forty-five (45) days with respect to CHC, and within sixty (60) days with respect to EIT (if and to the extent that
EIT prepares such financial statements), EIT II (if and to the extent that EIT II prepares such financial statements), CMC, CMP,
the Centerline-Sponsored Funds (but only to the extent such financial statements are delivered to any of the Centerline Group’s
investors), CFin, CFin Holdings (but only to the extent such financial statements are delivered to Natixis) and Guaranteed Holdings
(but only to the extent such financial statements are delivered to Merrill), and any other member of the Centerline Group (but
only to the extent such financial statements are prepared in the ordinary course of such Person’s business) after the end
of each of the first three Fiscal Quarters of each Fiscal Year, each such Person’s consolidated balance sheet, income statement,
statement of equity and cash flow statement, and, with respect to CHC, consolidating balance sheet and related statement of income
showing the financial condition of such Person and its consolidated Subsidiaries as of the close of such Fiscal Quarter and the
results of its operations and the operations of such Subsidiaries during such Fiscal Quarter and the then elapsed portion of the
Fiscal Year, and comparative figures for the same periods in the immediately preceding Fiscal Year, all unaudited and certified
by such Person’s chief financial officer as fairly presenting the financial condition and results of operations of such Person
and its consolidated Subsidiaries on a consolidated (and, in the case of CHC, a consolidating) basis in accordance with GAAP, subject
to normal year-end audit adjustments, other than the following items: (1) the Excluded Entities will not be consolidated and instead
will be treated as equity method investments, (2) general partnership interests in any LIHTC Property will not be consolidated
and instead will be treated as equity method investments, (3) Centerline Sponsored Funds will not be consolidated and (4) all mortgage
revenue bonds previously sold but for which GAAP sale treatment was not obtained will be treated as sold. The consolidating statement
of CHC shall include separate figures for CCC and shall be accompanied by unaudited equity statements and cash flow statements
of CCC;


 


(c)               
concurrently with any delivery of financial statements with respect to CHC under clause (a) or (b) above, a certificate
substantially in the form of Exhibit 9.5.1(c) (a “Compliance Certificate”) of CHC’s chief financial officer
opining and certifying (i) that no Default has occurred or, if a Default has occurred, specifying the nature and extent thereof
and any corrective action taken or proposed to be taken with respect thereto and (ii) setting forth computations in reasonable
detail satisfactory to the Administrative Agent demonstrating compliance with the covenants contained in Sections 10.13
and 10.14 and, (x) setting forth the Borrowers’ calculation of Consolidated EBITDA, Fixed Charges and Total Debt,
(y) certifying that there has been no change in the business activities, assets or liabilities of any Person likely to result,
in the good faith and reasonable judgment of CHC’s chief financial officer, in a Material Adverse Effect, or if there has
been any such change, describing such change in reasonable detail, and (z) certifying that the Borrowers, the Guarantors and the
Pledged Entities are in compliance with Section 10.11;


 






    	 



    	 	



    
 


(d)              
promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other
materials, if any, filed by such Persons with the SEC, or with any national securities exchange, or distributed to its shareholders,
partners or members, as the case may be.


 


(e)               
promptly after the receipt thereof by any such Person or any Subsidiary, a copy of any “management letter” received
by any such Person from its certified public accountants, and the management's response thereto;


 


(f)               
promptly, from time to time, such other information regarding the operations, business affairs and financial condition of
such Persons or any of their Subsidiaries, or compliance with the terms of any Loan Document, as the Administrative Agent or any
Lender may reasonably request; including, without limitation, if so requested, a reasonably detailed consolidated budget reflecting
CHC and its Subsidiaries in the aggregate as well as reflecting each of the separate businesses included in such consolidated group,
and such information regarding the B Bonds and the related cash flows therefrom;


 


(g)              
documents required to be delivered pursuant to Section 9.5.1(a), (b) or (d) (to the extent any such
documents are included in materials otherwise filed with the SEC) which may be delivered electronically and, if so delivered, shall
be deemed to have been delivered on the date (i) on which such Person posts such documents, or provides a link thereto, on such
Person’s website on the internet; or (ii) on which such documents are posted on such Person's behalf on IntraLinks/IntraAgency
or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent);


 


(h)              
within fifteen (15) days after any sale of assets producing Excess Sale Proceeds (or amounts that, in the absence of the
“basket” contained in the definition of such term, would constitute Excess Sale Proceeds), a report reflecting the
sale price, detailed expenses and detailed accounting of Excess Sale Proceeds, if any, for such sale;


 


(i)                
within forty-five (45) days after the end of each Fiscal Quarter of CHC, commencing with the Fiscal Quarter ending March
31, 2010, a detailed report setting forth (i) the collection by any member of the Centerline Group, during such Fiscal Quarter,
of any Fund Deferred Fees, Expense Reimbursements or Supplemental Loan repayments under voluntary loans, protective advances and
accounts payable advances, together with a breakdown of how and to which third parties outside of the Centerline Group such collected
funds were distributed, and (ii) the advance by any member of the Centerline Group during such Fiscal Quarter of any Supplemental
Loans or amounts to cover expenses of Centerline-Sponsored Funds;


 






    	 



    	 	



    
 


(j)                
a copy of Fannie Mae’s DUS watch list for mortgage loans serviced by CMC, including, without limitation, information
on loans that have matured or are in default, and special servicing action plans related to the same, upon the earlier to occur
of (i) promptly after the such reports are delivered to Fannie Mae, or (ii) such time as such reports are required to be delivered
to Fannie Mae;


 


(k)              
a copy of Freddie Mac’s Risk Share watch list for mortgage loans serviced by CMP, including, without limitation, information
on loans that have matured or are in default, upon the earlier to occur of (i) promptly after the such reports are delivered to
Freddie Mac, or (ii) such time as such reports are required to be delivered to Freddie Mac;


 


(l)                
from time to time as the Administrative Agent may request in its discretion at reasonable intervals, reports of all revenue
or other amounts of any kind received or accrued by any of the Management-Owned Entities during the time period specified in such
request, including, without limitation, Management Proceeds, such reports to include the amount, source and disposition, if any,
of such revenues and other amounts Funds; and


 


(m)            
On or before the fifteenth day following the end of each calendar month after the Closing Date, the Borrowers shall provide
to the Administrative Agent a revised version of Schedule 8.23 which shall describe all LIHTC Investments currently in place
as of the last day of the immediately preceding calendar month;


 


(n)              
on or before the 45th day after the last day of, and with respect to, each Fiscal Quarter ending on or after September 30,
2012 (each, a “Reporting Period”), the Borrowers shall provide to the Administrative Agent, in form and substance reasonably
acceptable to the Administrative Agent, a report as of the close of such Reporting Period, listing, (A) for each Centerline Sponsored-Fund
(i) the aggregate cash and receivables held at such Centerline-Sponsored Fund, (ii) the aggregate payables owed by such Centerline-Sponsored
Fund to the Fund GPs or any other third parties, including reports of any additions and repayments of payables by such Centerline-Sponsored
Fund during such Reporting Period, (iii) all proceeds and other consideration received by, or otherwise owed to, such Centerline-Sponsored
Fund on account of disposition activity during such Reporting Period, (iv) all cash distributions made to CAHA, or any other member
of the Centerline Group, by such Centerline-Sponsored Fund during such Reporting Period, and (v) the amount of the minimum reserve
requirement for such Centerline-Sponsored Fund, as reflected in the relevant Fund Documents for such Centerline-Sponsored Fund,
and (B), for CAHA and/or any other member of the Centerline Group, the amount of any receivables due from each Centerline-Sponsored
Fund to such Person, including, without limitation, amounts reserved, paid to, or written off by such Person during such Reporting
Period;


 


(o)              
as soon as available and in no event later than thirty (30) days after filing, the Borrowers shall provide or cause to be
provided copies of the federal, state, local or other income tax returns filed with the Internal Revenue Service or any other Governmental
Authority by any Borrower, Guarantor or Pledged Entity; provided that if any such Person receives an extension to file such
income tax return, such income tax return must be provided to the Administrative Agent within thirty (30) days of its filing but
no later than October 15 of each calendar year;


 






    	 



    	 	



    
 


(p)              
within forty-five (45) days after the end of each Fiscal Quarter of CHC, (i) cash projections for the Centerline Group for
the next Fiscal Quarter and (ii) a report of the actual cash results of such Persons for the immediately preceding Fiscal Quarter
compared against the previously delivered projections for such Fiscal Quarter, in each case prepared on a month by month basis;
and


 


(q)              
within fifteen (15) days after the end of each calendar month, copies of the monthly trustee statements from Deutsche Bank,
or any successor trustee, and deposit account statements, in each case with respect to the cash flow on the B Bonds.


 






    	 



    	 	



    
 


Annex G


 


Form of Compliance Certificate


(Exhibit 9.5.1(c) of the Loan Agreement)


 


[Attached]


 






    	 



    	 	



    
 


ANNEX
G


 


Form
of Compliance Certificate


 


(Exhibit 9.5.1(c) of the Loan Agreement)


 


 


 


Financial Statement Date: __________ __,
____


 


		To:	Bank of America,
N.A., as Administrative Agent

225 Franklin Street



Mail Stop: MA1-225-02-04


Boston, MA 02110


Attention: John F.
Simon, Senior Vice President


Telephone: (617) 346-4272


Facsimile: (617) 346-4670


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


 


Ladies and Gentlemen:


 


Reference is
made to that certain Second Amended and Restated Revolving Credit and Term Loan Agreement, dated as of March 5, 2010 (as amended,
restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined
therein being used herein as therein defined), among Centerline Holding Company and Centerline Capital Group LLC (each, a “Borrower,”
and, collectively, the “Borrowers”), the Lenders from time to time party thereto, the Guarantors from time to time
party thereto and Bank of America, N.A., as Administrative Agent and Issuing Bank. This Certificate is delivered to the Administrative
Agent pursuant to Section 9.5.1(c) of the Agreement. Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Agreement.


 


The undersigned officer
hereby certifies as of the date hereof that he/she is the Chief Financial Officer of Centerline Holding Company, and that, as such,
he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Centerline Holding Company,
and that:


 


 


 


[Use following paragraph
1 for fiscal year-end financial statements]


 


1.Attached hereto as Schedule 1
are (i) the year-end audited financial statements required by Section 9.5.1(a) of the Agreement of each of EIT (if and to
the extent that EIT prepares such financial statements), EIT II (if and to the extent that EIT II prepares such financial statements),
CMC, CMP, each Centerline-Sponsored Fund (but only to the extent that such financial statements are delivered to any of the Centerline
Group’s investors), CFin, CFin Holdings (but only to the extent such financial statements are delivered to Natixis), Guaranteed
Holdings (but only to the extent such financial statements are delivered to Merrill), and any other members of the Centerline Group
(but only to the extent such financial statements are prepared in the ordinary course of such Person’s business) together
with the opinion by an independent certified public accountant required by Sections 9.5.1(a) of the Agreement and (ii) the
year-end, unaudited financial statements required by Section 9.5.1(a) of the Agreement of CHC, each for the Fiscal Year
ended as of the above date.



 


 





Form of Compliance Certificate – Exhibit 9.5.1(c)











    	 



    	 	



    
  


[Use following paragraph 1 for fiscal
quarter-end financial statements]


 


1.Attached hereto as Schedule 1
are the unaudited financial statements required by Section 9.5.1(b) of the Agreement for the Fiscal Quarter of CHC, EIT
(if and to the extent that EIT prepares such financial statements), EIT II (if and to the extent that EIT II prepares such financial
statements), CMC, CMP, each Centerline-Sponsored Fund (but only to the extent such financial statements are delivered to any of
the Centerline Group’s investors), CFin, CFin Holdings (but only to the extent such financial statements are delivered to
Natixis), Guaranteed Holdings (but only to the extent such financial statements are delivered to Merrill), and each other member
of the Centerline Group (but only to the extent such financial statements are prepared in the ordinary course of such Person’s
business) ended as of the above date. Such financial statements fairly present the financial condition and results of operations
of such Persons and their consolidated Subsidiaries on a consolidated (and, in the case of CHC, a consolidating) basis in accordance
with GAAP as at such date and for such period, subject to normal year-end audit adjustments, other than the following items: (1)
the Excluded Entities are not consolidated and instead are treated as equity method investments, (2) general partnership interests
in any LIHTC Property are not consolidated and instead are treated as equity method investments, (3) Centerline-Sponsored Funds
are not consolidated and (4) all mortgage revenue bonds previously sold but for which GAAP sale treatment was not obtained are
treated as sold.


 


2.The undersigned has reviewed and
is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review
of the transactions and condition (financial or otherwise) of the Borrowers, EIT, EIT II, CMC, CMP, the Centerline-Sponsored Funds,
CFin, CFin Holdings, Guaranteed Holdings and the other applicable members of the Centerline Group during the accounting period
covered by the attached financial statements.


 


3.A review of the activities of the
Borrowers, EIT, EIT II, CMC, CMP, the Centerline-Sponsored Funds, CFin, CFin Holdings, Guaranteed Holdings and the other applicable
members of the Centerline Group during such fiscal period has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period each such Person performed and observed all its Obligations under the Loan Documents,
and


 


[select one]


 


[to the best knowledge of the undersigned
during such fiscal period, each such Person performed and observed each covenant and condition of the Loan Documents applicable
to it, and no Default has occurred and is continuing.]


 


—or—


 


[the following covenants or conditions
have not been performed or observed and the following is a list of each such Default, its nature and extent thereof, and any corrective
action taken or proposed to be taken with respect thereto:]


 


 


 





Form of Compliance Certificate – Exhibit 9.5.1(c)











    	 



    	 	



    
 


4.There have been no changes in the
business activities, assets or liabilities of the Borrowers, the Guarantors or the Pledged Entities reasonably likely to result,
in the good faith judgment of the undersigned, in a Material Adverse Effect.


 


5.The financial covenant analyses and
information set forth on Schedule 2 attached hereto, which include the Borrowers’ calculation of Consolidated EBITDA
to Fixed Charge Ratio and Total Debt/Consolidated EBITDA Ratio, are true and accurate on and as of the date of this Certificate.


 


 


IN WITNESS WHEREOF, the undersigned
has executed this Certificate as of                              ,           .


 





	 	CENTERLINE HOLDING COMPANY	 
	 	 	 	 
	 	 	 	 
	 	By:	 	 
	 	Name:		 
	 	Title:		 







 


 


 





Form of Compliance Certificate – Exhibit 9.5.1(c)











    	 



    	 	



    
 


For the Fiscal Quarter/Year ended ______________
(“Statement Date”)


 


SCHEDULE 1 to the Compliance Certificate


 


[Attach year-end audited financial statements and opinion of
independent CPA / unaudited financial statements, for the Fiscal Year/Quarter described above].


 






    	 



    	 	



    
 


Annex H


 


Applicable Margins, Fixed Charge Covenant
and Leverage Covenant


(Exhibit 1.1A to the Loan Agreement)


 


 


Applicable Margins


 


 


The Applicable Margin applicable to the Loans shall be as follows:


 


Term Loan:


 


		(a)	As to all Base Rate Loans, the Applicable Margin is
3.00%.



 


		(b)	As to all LIBOR Rate Loans, the Applicable Margin is
3.00%.



 


		(c)	Upon the earliest to occur of (i) the first Business
Day following the end of the Fiscal Quarter in which CHC first achieves a Total Debt/Consolidated EBITDA Ratio equal to or less
than 3.00 to 1.00 and (ii) January 1, 2015, the Applicable Margin of the Term Loan (including all Base Rate Loans and LIBOR Rate
Loans) shall increase to 3.50%, with subsequent 0.50% increases on each yearly anniversary thereof.



 


Revolving Loans:


 


		(a)	As to all Base Rate Loans, the Applicable Margin is
3.00%.



 


		(b)	As to all LIBOR Rate Loans, the Applicable Margin is
3.00%.



 


 


 


Consolidated EBITDA to Fixed Charge Ratio


 


CHC shall maintain, at the end of each
Fiscal Quarter, a ratio of Consolidated EBITDA to Fixed Charges equal to or greater than:


 


 


(a)               
1.25 to 1.00 for the four consecutive Fiscal Quarters in the aggregate ending on March 31, 2013, June 30, 2013, September
30, 2013, December 31, 2013 and March 31, 2014;


 


(b)              
1.50 to 1.00 for the four consecutive Fiscal Quarters in the aggregate ending on June 30, 2014, September 30, 2014, December
31, 2014 and March 31, 2015; and


 


(c)               
1.75 to 1.00 for the four consecutive Fiscal Quarters in the aggregate ending on June 30, 2015, and for each four consecutive
Fiscal Quarters ending thereafter on a rolling four quarters basis;


 


provided, however, that,
solely with respect to the four consecutive Fiscal Quarters in the aggregate ending on December 31, 2013, if CHC’s ratio
of Consolidated EBITDA to Fixed Charges is (i) less than 1.25 to 1.00, but greater than or equal to 1.11 to 1.00, the Borrowers
shall prepay the then outstanding balance of the Term Loan in an amount equal to $500,000.00 or (ii) less than 1.11 to 1.00, but
greater than or equal to 0.85 to 1.00, the Borrowers shall prepay the then outstanding balance of the Term Loan in an amount equal
to $1,000,000.00, in each case to be applied in accordance with the terms of Section 4.2.4 of the Credit Agreement (each
such payment, the “4Q13 Coverage Prepayment”). For the avoidance of doubt, the Administrative Agent’s
right to receive the 4Q13 Coverage Prepayment, for the ratable benefit of the Lenders, shall be its sole and exclusive remedy for
CHC’s failure to maintain a ratio of Consolidated EBITDA to Fixed Charges of between 0.85 to 1.00 and 1.25 to 1.00 for the
four consecutive Fiscal Quarters in the aggregate ending on December 31, 2013, but any failure by CHC to maintain a ratio of Consolidated
EBITDA to Fixed Charges that is greater than or equal to 0.85 to 1.0 for such period shall constitute an Event of Default hereunder
for all purposes.


 



    	 



    	 	



    



 


Total Debt/Consolidated EBITDA Ratio.


 


CHC shall maintain at the end of each Fiscal
Quarter a Total Debt/Consolidated EBITDA Ratio equal to or less than:


 


(a)               
5.5 to 1.0 as of the end of each of the Fiscal Quarters ending on March 31, 2013, June 30, 2013, September 30, 2013, December
31, 2013 and March 31, 2014;


 


(b)              
4.5 to 1.0 as of the end of each of the Fiscal Quarters ending on June 30, 2014 and September 30, 2014;


 


(c)               
4.0 to 1.0 as of the end of each of the Fiscal Quarters ending on December 31, 2014 and March 31, 2015;


 


(d)              
3.5 to 1.0 as of the end of each of the Fiscal Quarters ending on June 30, 2015 and September 30, 2015; and


 


(e)               
3.0 to 1.0 as of the end of the Fiscal Quarter ending on December 31. 2015, and as of the end of each Fiscal Quarter thereafter;


 


provided, however,
that, solely with respect to the Fiscal Quarter ending on December 31, 2013, if CHC’s Total Debt/Consolidated EBITDA Ratio
is (i) greater than 5.5 to 1.0, but less than or equal to 6.42 to 1.0, the Borrowers shall prepay the then outstanding balance
of the Term Loan in an amount equal to $500,000.00 or (ii) greater than 6.42 to 1.0, but less than or equal to 8.5 to 1.0, the
Borrowers shall prepay the then outstanding balance of the Term Loan in an amount equal to $1,000,000.00, in each case to be applied
in accordance with the terms of Section 4.2.4 of the Credit Agreement (each such payment, the “4Q13 Leverage Prepayment”
and, together with the 4Q13 Coverage Prepayment, the “4Q13 Prepayments”). For the avoidance of doubt, the Administrative
Agent’s right to receive the 4Q13 Leverage Prepayment, for the ratable benefit of the Lenders, shall be its sole and exclusive
remedy for CHC’s failure to maintain a Total Debt/Consolidated EBITDA Ratio of between 5.5 to 1.0 and 8.5 to 1.0 for the
Fiscal Quarter ending on December 31, 2013, but any failure by CHC to maintain a Total Debt/Consolidated EBITDA Ratio that is less
than or equal to 8.5 to 1.0 for such period shall constitute an Event of Default hereunder for all purposes.


 


Any amounts owed by the Borrowers
hereunder with respect to 4Q13 Prepayments shall be due and payable on the date that CHC is required to deliver financial statements
for the Fiscal Quarter ending on December 31, 2013 under the Credit Agreement. In no event shall the Borrowers’ liability
with respect to 4Q13 Prepayments exceed $1,000,000.00 in the aggregate.


  



    	 



    	 	



    



 


Exhibit A


 


CLOSING CHECKLIST


 


	DOCUMENT	
        RESPONSIBLE

        PARTY

         
	STATUS
	Fourth Amendment (the “Amendment”) to Second Amended and Restated Revolving Credit and Term Agreement (the “Loan Agreement”)	Nutter	 
	
        Annexes and Exhibits to Amendment:

         

        Annex A:   Definition
        of Consolidated EBITDA

        Annex B:    Definition
        of Consolidated Net Income

        Annex C:     Definition
        of GAAP

        Annex D:    Definition
        of Total Debt

        Annex E:    Revolving
        Loans Currently Outstanding

        Annex F:    Financial
        Reporting (Section 9.5.1)

        Annex G:    Form
        of Compliance Certification (Exhibit 9.5.1(c))

        Annex H:   Applicable
        Margin, Fixed Charge Covenant and Leverage Covenant (Exhibit 1.1A)

        Exhibit A:   Closing
        Checklist

         
	
        Annexes A-H: Borrowers

         

         

         

        Exhibit A:Nutter

         
	 
	Completion of CRA Preferred Redemption	Borrowers/Guarantors	 
	Payment by Borrower/Guarantors of Administrative Agents’ costs, fees and expenses, including, without limitation, all outstanding fees and disbursement owed to Nutter and LM, and the amendment fee set forth in Section 1(b)(ii) of the Amendment	Borrowers/Guarantors	 
	Post-Closing
	Pro-forma calculations of CHC’s Consolidated EBITDA utilizing the definition set forth in Annex A attached to the Amendment for the period ending June 30, 2012	Borrowers	To be delivered within 7 days following execution of Amendment
	
        Officer’s Certificate for
        CMC, certifying the following are true, complete and correct as of such date:

         

        (a)   Certificate of Conversion/Merger;

        (b)   Limited Liability
        Company Agreement; and

        (c)    Resolutions authorizing
        CMC’s conversion by tax-free merger to a limited liability company and corresponding name change.

         
	Borrowers	To be completed within 15 days following execution of Amendment
	
        Officer’s Certificate for
        CMP, certifying the following are true, complete and correct as of such date:

         

        (a)   Certificate of Conversion/Merger;

        (b)   Limited Liability
        Company Agreement; and

        (c)   Resolutions authorizing
        CMP’s conversion by tax-free merger to a limited liability company and corresponding name change.

         
	Borrowers	To be completed within 15 days following execution of Amendment
	
        Officer’s Certificate for
        Centerline Finance Corporation, certifying the following are true, complete and correct as of such date:

         

        (a)   Certificate of Conversion/Merger;

        (b)   Limited Liability
        Company Agreement; and

        (c)   Resolutions authorizing
        Centerline Finance Corporation’s conversion by tax-free merger to a limited liability company and corresponding name change.

         
	Borrowers	To be completed within 15 days following execution of Amendment