CENTERLINE HOLDING COMPANYLetter Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
This letter agreement (this “Agreement”) is being delivered to you in connection with the restructuring of Centerline Holding Company (the “Company”) and its subsidiaries pursuant to which the Company will enter into (i) a purchase and sale agreement, by and among a subsidiary of Island C-III Holdings LLC (“Newco”), on the one hand, and the Company and certain of its subsidiaries, on the other hand, resulting in the acquisition by Newco of the Company’s assets comprising the former ARCap Investors LLC business, certain other assets of the Company and newly issued Special Series A Shares representing an approximately twenty percent (20%) fully diluted ownership interest in the Company, for an aggregate purchase price equal to (a) approximately $50,000,000 in cash and (b) the assumption of approximately $60,000,000 of the Company’s senior secured debt obligations (the “Island Sale”) and (ii) various agreements with certain of its lenders, creditors and claimants to restructure certain of
REDEMPTION AGREEMENTOption Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
This Redemption Agreement (this “Agreement”), dated as of the date the Holder executes this Agreement as set forth on the signature page hereof, is entered into by and between Centerline Holding Company, a Delaware statutory trust (the “Company”), and M&T Bank, a New York chartered banking corporation in its capacity as a shareholder of the Company (the “Holder”).
CENTERLINE HOLDING COMPANYCenterline Holding Co • February 20th, 2013 • Real estate
Reference is made to that certain Exchange and Consent Agreement (the “Agreement”) entered into as of February 26, 2010 by and among Centerline Holding Company (the “Company”), Wells Fargo Bank, N.A. (the “Holder”) and Paul, Hastings, Janofsky & Walker LLP, as escrow agent. All capitalized terms not defined in this letter shall have the meanings ascribed to them in the Agreement (including schedules and exhibits).
CENTERLINE HOLDING COMPANY New York, NY 10007 January 11, 2013Settlement Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
Reference is made to: (i) that certain letter regarding the exchange of shares of Centerline Holding Company (the “Company”), dated February 26, 2010, by and between Wells Fargo Bank, N.A. (the “Wells Bank Holder”) and the Company, a copy of which is attached hereto as Exhibit A (the “Wells Bank Letter”); (ii) that certain letter regarding the exchange of shares of Centerline Holding Company (the “Company”), dated February 26, 2010, by and between Wells Fargo Fargo Community Development Corporation (the “Wells CDC Holder” and, together with the Wells Bank Holder, the “Holders”) and the Company, a copy of which is attached hereto as Exhibit B (the “Wells CDC Letter”); and (iii) that certain Lock-Up Agreement, dated February 26, 2010, by and among the Company, the Wells Bank Holder and the Wells CDC Holder, a copy of which is attached hereto as Exhibit C (the “Lock-Up Agreement”). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Wells B
SETTLEMENT AGREEMENTSettlement Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • New York
This Settlement Agreement is entered into as of this 21st day of December, 2012 by and between Citizens Bank and Trust (“Citizens”) and Centerline Holding Company (“Centerline”) (each a “Party” and, together, the “Parties”).
CENTERLINE HOLDING COMPANY New York, NY 10022Letter Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
This letter agreement (this “Agreement”) is being delivered to you in connection with the restructuring of Centerline Holding Company (the “Company”) and its subsidiaries pursuant to which the Company will enter into (i) a purchase and sale agreement, by and among Island C-III Capital Partners LLC (“Newco”), on the one hand, and the Company and certain of its subsidiaries, on the other hand, resulting in the acquisition by Newco of the Company’s assets comprising the former ARCap Investors LLC business, certain other assets of the Company and newly issued Special Series A Shares representing an approximately twenty percent (20%) fully diluted ownership interest in the Company, for an aggregate purchase price equal to (a) approximately $50,000,000 in cash and (b) the assumption of approximately $60,000,000 of the Company’s senior secured debt obligations (the “Island Sale”) and (ii) various agreements with certain of its lenders, creditors and claimants to restructure certain of its oth
CENTERLINE HOLDING COMPANY New York, NY 10007 December 31, 2012Letter Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
Reference is made to that certain letter regarding the exchange of shares of Centerline Holding Company (the “Company”), dated February 26, 2010, by and among each of the entities listed on Schedule I (collectively, the “Holders” and each, a “Holder”) and the Company, a copy of which is attached hereto as Exhibit A (the “Letter”). Reference is also made to that certain Lock-Up Agreement, dated February 26, 2010, by and among the Company, certain of the Holders, Merrill Lynch Community Development Company, L.L.C., and Bank of America, N.A., as successor by merger to Merrill Lynch Bank & Trust Co., FSB, a copy of which is attached hereto as Exhibit B (the “Lock-Up Agreement”). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Letter.
CENTERLINE HOLDING COMPANYLetter Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
Reference is made to that certain redemption agreement regarding the exchange of shares of Centerline Holding Company, a Delaware statutory trust (the “Company”), dated November 7, 2011, by and between Manufactures and Traders Trust Company, a New York chartered banking corporation (the “Holder”) and the Company, a copy of which is attached hereto as Exhibit A (the “Redemption Agreement”). Capitalized terms used herein and not defined herein shall have the meanings ascribed to them in the Redemption Agreement.
CENTERLINE HOLDING COMPANY New York, NY 10022 February 26, 2010Centerline Holding Co • February 20th, 2013 • Real estate
Reference is made to each Exchange Agreement of even date herewith (each an “Exchange Agreement” and collectively, the “Exchange Agreements”) between each of the entities listed on Schedule I (collectively, the “Holders” and each, a “Holder”) and Centerline Holding Company (the “Company”) and the transactions contemplated thereby. It is a condition to each Holder entering into an Exchange Agreement that the Company and Paul, Hastings, Janofsky & Walker LLP (solely in its capacity as Escrow Agent, with respect to Section 1 below) shall have entered into this letter agreement (this “Agreement”) in favor of each Holder. Capitalized terms used herein and not defined herein shall have the meanings ascribed in the Exchange Agreements.
CENTERLINE HOLDING COMPANY New York, New York 10022Letter Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
This letter agreement (this “Agreement”) is being delivered to you in connection with the restructuring of Centerline Holding Company (the “Company”) and its subsidiaries pursuant to which the Company will enter into (i) a purchase and sale agreement, by and among C-III Capital Partners LLC (“Newco”), on the one hand, and the Company and certain of its subsidiaries, on the other hand, resulting in the acquisition by Newco of the Company’s assets comprising the former ARCap Investors LLC business, certain other assets of the Company and newly issued Special Series A Shares representing an approximately twenty percent (20%) fully diluted ownership interest in the Company, for an aggregate purchase price equal to (a) approximately $50,000,000 in cash and (b) the assumption of approximately $60,000,000 of the Company’s senior secured debt obligations (the “Island Sale”) and (ii) various agreements with certain of its lenders, creditors and claimants to restructure certain of its other outs
CENTERLINE HOLDING COMPANYLetter Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • Delaware
This letter agreement (this “Agreement”) is being delivered to you in connection with the restructuring of Centerline Holding Company (the “Company”) and its subsidiaries pursuant to which the Company will enter into (i) a purchase and sale agreement, by and among a subsidiary of Island C-III Holdings LLC (“Newco”), on the one hand, and the Company and certain of its subsidiaries, on the other hand, resulting in the acquisition by Newco of the Company’s assets comprising the former ARCap Investors LLC business, certain other assets of the Company and newly-issued Special Series A Shares representing an approximately twenty percent (20%) fully diluted ownership interest in the Company, for an aggregate purchase price equal to (a) approximately $50,000,000 in cash and (b) the assumption of approximately $60,000,000 of the Company’s senior secured debt obligations (the “Island Sale”) and (ii) various agreements with certain of its lenders, creditors and claimants to restructure certain of
CENTERLINE HOLDING COMPANYCenterline Holding Co • February 20th, 2013 • Real estate
Reference is made to that certain Exchange and Consent Agreement (the “Agreement”) entered into as of February 26, 2010 by and among Centerline Holding Company (the “Company”), Wells Fargo Community Development Corporation (the “Holder”) and Paul, Hastings, Janofsky & Walker LLP, as escrow agent. All capitalized terms not defined in this letter shall have the meanings ascribed to them in the Agreement (including schedules and exhibits).
SETTLEMENT AGREEMENTSettlement Agreement • February 20th, 2013 • Centerline Holding Co • Real estate • New York
This Settlement Agreement is entered into as of this 12th day of February, 2013 by and between TD Bank, N.A. (“TD Bank”), as successor to Commerce Bank/North, on the one hand, and Centerline Holding Company and Centerline Capital Group (together, “Centerline”), on the other hand (each a “Party” and, collectively, the “Parties”).
