American Mortgage Acceptance (fka AMC)

[MWM]

On July 21, 2008, American Mortgage Acceptance Company (the “Registrant” or “Company”) and Centerline Holding Company (“Centerline”), the parent of the Registrant’s external advisor, Centerline/AMAC Manager Inc. (the “Advisor”), entered into an amendment (the “Loan Amendment”) to the First Amended and Restated Loan Agreement, dated September 17, 2007, between Centerline, as lender, and the Registrant, as borrower, as amended (the “Loan Agreement”). The Loan Amendment, which is effective as of July 1, 2008, extends the maturity date of the Loan Agreement from June 30, 2008 to June 30, 2009. The Loan Agreement contains representations and warranties and affirmative, negative and financial covenants that are customary for facilities of this type.



On July 23, 2008, the Registrant and the Advisor entered into an amendment (the “Advisory Amendment”) to the Third Amended and Restated Advisory Agreement (the “Agreement”), which Advisory Amendment is effective as of December 31, 2007. The Loan Amendment modifies the definition of “Company Equity” to exclude unrealized losses resulting from changes in market values of securities classified as available-for-sale from the calculation of earnings for purposes of computing fees payable to the Advisor. In addition, the Advisory Amendment provides that the Company shall pay the Advisor a fixed expense reimbursement payment for each fiscal quarter in an amount equal to $400,000 (the “Expense Reimbursement Payment”) in lieu of payment of itemized expenses. In consideration of the Expense Reimbursement Payment, the Advisor is to bear all expenses incurred by it in connection with the performance of its obligations under the Agreement. The Company is obligated under the Advisory Amendment to pay the Expense Reimbursement Payment quarterly on each of March 31, June 30, September 30 and December 31.




The Loan Amendment and the Advisory Amendment are attached hereto as Exhibit 10.1 and Exhibit 10.2 and incorporated herein by reference. The foregoing description of the Loan Amendment and the Advisory Amendment are qualified in their entirety by reference to the full text of such Amendments.