NINTH AMENDED AND RESTATED LOAN AGREEMENT
THIS NINTH AMENDED AND RESTATED LOAN AGREEMENT is entered into as of this 28th day of
October, 2005, among Bank of America, N.A. (successor by merger to Fleet National Bank) ("BofA"), Citicorp
USA, Inc. ("Citicorp"), Merrill Lynch Community Development Company, LLC ("Merrill Lynch"), HSBC Bank
USA, National Association ("HSBC"), Comerica Bank ("Comerica"), BofA as agent for the "Banks" (defined
below) (in such capacity, the "Agent"), Banc of America Securities LLC as sole lead arranger, RCC Credit
Facility, L.L.C., a Delaware limited liability company ("Borrower"), Related Capital Company LLC, a Delaware
limited liability company, ("RCC"), CharterMac, a Delaware statutory trust ("CharterMac"), CharterMac Capital
Company, LLC, a Delaware limited liability company ("CharterMac Capital") and Charter Mac Corporation, a
Delaware corporation ("CM Corp.", and, collectively with RCC, CharterMac and CharterMac Capital, the
"Guarantors"), to amend and restate for the ninth time the terms of that certain Loan Agreement dated as of
August 23, 1996 among BofA's predecessor by merger, BankBoston, N.A., Wells Fargo Bank, National
Association, the Borrower, RCC and RCC's former affiliate, The Related Companies L.P. (as amended and
restated from time to time prior to the date hereof, the "Original Agreement").
Reference is made to the following facts that constitute the background of this Agreement:
A. BofA has provided the Borrower with a revolving line of credit on the terms and conditions set forth in the
Original Agreement, which is hereby being amended and restated.
B. The Guarantors and the Borrower have requested, among other things, to renew the credit accommodations
and the revolving line of credit made available to the Borrower pursuant to the terms of the Original Agreement.
C. In response to such requests, the Banks are willing to again amend and restate the Original Agreement and to
renew such credit accommodations upon the