|EX-10.1 - EXHIBIT 10.1 - CENTERLINE HOLDING CO||v329719_ex10-1.htm|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 29, 2012
CENTERLINE HOLDING COMPANY
(Exact name of registrant as specified in its charter)
|(State or other Jurisdiction of Incorporation)||(Commission File Number)||(IRS Employer Identification No.)|
|100 Church Street, New York, NY||10007|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: 212-317-5700
|(Former name or former address if changed since last report.)|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|¨||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|¨||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|¨||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|¨||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Item 1.01. Entry into a Material Definitive Agreement.
On November 29, 2012, Centerline Mortgage Capital Inc. and Centerline Mortgage Partners Inc. (collectively, the “Companies”), each of which is a subsidiary of Centerline Holding Company (“Centerline”), entered into a Third Amendment (the “Amendment”) to the Mortgage Warehouse Loan and Security Agreement, dated November 14, 2011 with Manufacturers and Traders Trust Company (the “Lender”) as previously amended by the First Amendment to Mortgage Warehouse Loan and Security Agreement, dated as of October 19, 2012 and by the Second Amendment to Mortgage Warehouse Loan and Security Agreement, dated as of November 9, 2012 (as amended, the “Agreement”). Pursuant to the Amendment, the Companies have been granted an increase in the line of credit limit from $50,000,000 to $200,000,000 for a 64 day period commencing on November 29, 2012 and ending on January 31, 2013. During that period, individual advances under the Amendment are limited to $45,000,000.
The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
The following is a brief description of additional material relationships between Centerline and the Lender other than in respect of the Agreement:
M&T Bank, an affiliate of Lender (“M&T Bank”), is a former holder of Centerline’s Series A Convertible Community Reinvestment Act Preferred Shares (the “Preferred Shares”). In connection with Centerline’s redemption of the M&T’s Preferred Shares in November 2011 (the “Redemption”), Centerline agreed that M&T Bank would be treated no less favorably with respect to the Redemption than any former or current holder of Preferred Shares, subject to certain exceptions.
Item 9.01. Financial Statements and Exhibits.
The Exhibit Index appearing after the signature page of this Current Report on Form 8-K is incorporated herein by reference.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused is report to be signed on its behalf by the undersigned thereunto duly authorized.
|Centerline Holding Company|
|December 4, 2012||By:||/s/ Michael P. Larsen|
|Michael P. Larsen|
|Chief Financial Officer|
|(Principal Financial Officer)|
|10.1||Third Amendment to Mortgage Warehouse Loan and Security Agreement, dated as of November 29, 2012, by and among Centerline Mortgage Capital Inc. and Centerline Mortgage Partners Inc. and Manufacturers and Traders Trust Company as lender.|