AMENDMENT TO THE LOAN AGREEMENT
Exhibit
99.1
AMENDMENT
TO THE LOAN AGREEMENT
AMENDMENT
TO THE FIRST AMENDED AND RESTATED LOAN AGREEMENT (this “Amendment”), dated as
of July 21, 2008, between American Mortgage Acceptance Company (the “Borrower”) and
Centerline Holding Company (the “Lender”).
WHEREAS,
the Borrower and the Lender are parties to a First Amended and Restated Loan
Agreement dated September 17, 2007, (as amended, and modified, restated and/or
supplemented from time to time, the “Loan Agreement”)
(capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Loan Agreement); and
WHEREAS,
the Borrower has requested, and the Lender has agreed to, the amendments
provided herein on the terms and conditions set forth herein;
NOW,
THEREFORE, in consideration of the mutual promises contained herein, the parties
agree that effective as of the date hereof, the Loan Agreement is hereby amended
as follows:
Section
1.
Amendments.
1.1 Section
2.4 of the Loan Agreement is hereby amended by deleting the text “June 30, 2008”
therein and inserting the text “June 30, 2009” in lieu thereof.
Section
2.
Representations and
Warranties.
The Borrower hereby represents and
warrants to the Lender that:
2.1 Authorization. The
Borrower is duly authorized to execute and deliver this Amendment and is and
will continue to be duly authorized to perform its obligations under the Loan
Agreement, as amended hereby.
2.2 No
Conflicts. The execution and delivery of this Amendment
and the performance by the Borrower of its obligations under the Loan Agreement,
as amended hereby, do not and will not (i) require any consent or authorization
of, filing with, notice to or other act by or in respect of, any governmental
authority or any other Person or (ii) violate any law, rule or regulation or any
material agreement or contract to which the Borrower is a party or is otherwise
bound and will not result in, or require, the creation or imposition of any lien
or encumbrance on any of its properties or revenues pursuant to any law, rule or
regulation or any such material agreement or contract.
2.3 Validity and Binding
Effect. The Loan Agreement, as amended hereby, constitutes a
legal, valid and binding obligation of the Borrower, enforceable against it in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).
2.4 Loan Agreement
Representations and Warranties. The representations and
warranties set forth in Section 4 of the Loan Agreement, except as previously
disclosed by Borrower to Lender, are true and correct, in all material respects,
with the same effect as if such representations and warranties had been made on
the date hereof (except to the extent such representations and warranties are
made as of some other date(s), in which case such representations and warranties
shall be true and correct in all material respects as of such other
date(s)).
Section
3.
Effectiveness of
Amendment.
Except as specifically amended hereby,
the Loan Agreement is and shall remain in full force and effect. This
Amendment shall be effective as of June 30, 2008.
Section
4.
No Further
Amendments.
Except for the amendments set forth
herein, the text of the Loan Agreement and all other Loan Documents shall remain
unchanged and in full force and effect. No waiver by the Lender under
the Loan Agreement or any other Loan Document is granted or intended except as
expressly set forth herein, and the Lender expressly reserve the right to
require strict compliance with the terms of each of the Loan Agreement, as
amended hereby, and the other Loan Documents in all respects. The waivers,
extensions, consents and amendments agreed to herein shall not constitute a
modification of, or a course of dealing at variance with, the Loan Agreement, as
amended hereby, such as to require further notice by the Lender to require
strict compliance with the terms of the Loan Agreement, as amended hereby, and
the other Loan Documents in the future.
Section
5.
Legal Fees.
The
Borrower shall pay all reasonable expenses incurred by the Lender in the
drafting, negotiation and closing of the documents and transactions contemplated
hereby, including the reasonable fees and disbursements of the Lender’s special
counsel.
Section
6.
Miscellaneous.
6.1 Governing
Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
6.2 Counterparts. This
Amendment may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed and delivered
shall be deemed an original, but all such counterparts together shall constitute
but one and the same instrument; signature pages may be detached from multiple
separate counterparts and attached to a single counterpart so that all signature
pages are physically attached to the same document.
6.3 Headings. Section
and subsection 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 or be given any substantive effect.
6.4 Severability. In
case any provision in or obligation under this Amendment shall be invalid,
illegal or unenforceable in any jurisdiction, the validity, legality and
enforceability of the remaining provisions or obligations, or of such provision
or obligation in any other jurisdiction, shall not in any way be affected or
impaired thereby.
* * *
IN WITNESS WHEREOF, the parties have
executed and delivered this Amendment as of the date first written
above.
| THE BORROWER: | ||||
| AMERICAN MORTGAGE ACCEPTANCE COMPANY | ||||
|
By:
|
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
|
Name:
|
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |||
|
Title:
|
Chief Executive Officer | |||
| THE LENDER: | ||||
| CENTERLINE HOLDING COMPANY | ||||
|
By:
|
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
|
Name:
|
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |||
|
Title:
|
Chief Executive Officer | |||