0001215811-10-000023 Sample Contracts

ISDA Ò International Swap Dealers Association, Inc. MASTER AGREEMENT dated as of March 5, 2010
Master Agreement • March 31st, 2010 • Centerline Holding Co • Real estate

have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement, which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions.

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AMENDMENT NO. 1 TO THE AMENDED AND RESTATED OPERATING AGREEMENT OF CENTERLINE CAPITAL COMPANY, LLC
Operating Agreement • March 31st, 2010 • Centerline Holding Co • Real estate • Delaware

THIS AMENDMENT NO. 1 (this “Amendment”) to the Amended and Restated Operating Agreement of Centerline Capital Company, LLC, a Delaware limited liability company formerly known as CharterMac Capital Company, LLC (the “Company”), dated as of November 17, 2003 (the “Operating Agreement”), is entered into by and among Centerline Capital Group Inc. a Delaware corporation formerly known as CharterMac Corporation, as managing member (the “Managing Member”), and the Investor Members who have executed and delivered this Amendment. Capitalized terms not otherwise defined in this Amendment have the meanings ascribed to them in the Operating Agreement.

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTERLINE FINANCIAL HOLDINGS LLC
Centerline Holding Co • March 31st, 2010 • Real estate • Delaware

THIS FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTERLINE FINANCIAL HOLDINGS LLC (formerly known as Centerbrook Holdings LLC), a Delaware limited liability company (the “Company”), dated as of March 5, 2010, is entered into by and among Centerline Capital Group Inc. (formerly known as Charter Mac Corporation), a Delaware corporation (“CCG”), and Natixis Financial Products Inc. (formerly known as IXIS Financial Products Inc.), a Delaware corporation (“Natixis”), as the members, and Joseph K. Winrich and Robert K. Rowell, as the Independent Managers (as defined below).

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF CENTERLINE FINANCIAL LLC Dated as of December 14, 2007
Limited Liability Company Agreement • March 31st, 2010 • Centerline Holding Co • Real estate • Delaware

SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of CENTERLINE FINANCIAL LLC (formerly known as Centerbrook Financial LLC) (the “Company”), dated as of December 14, 2007 (this “Agreement”), entered into by Centerline Financial Holdings LLC (formerly known as Centerbrook Holdings LLC), a Delaware limited liability company (“Holdings”), as the sole member of the Company, and Joseph K. Winrich and Robert K. Rowell, as the Independent Managers (as defined below).

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