8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): April 19, 2006

AMERICAN MORTGAGE ACCEPTANCE COMPANY

(Exact Name of Registrant as Specified in Charter)

MASSACHUSETTS

(State or other Jurisdiction of Incorporation)

0-23972	13-6972380
(Commission File Number)	(IRS Employer Identification Number)

625 Madison Avenue, New York, NY 10022

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (212) 317-5700

Not Applicable

(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 April 19, 2006, American Mortgage Acceptance Company (the “Company”) and CharterMac, an affiliated company and parent of the Company’s Advisor, CharterMac AMI Associates, Inc., entered into a Second Amendment to the Loan Agreement (the “Second Amendment”). The Second Amendment was approved by the Company’s independent trustees and amends the Loan Agreement between the CharterMac, as lender, and the Company, as borrower, dated June 30, 2004, as amended by the First Amendment to the Loan Agreement dated June 30, 2005 (collectively, the “Loan Agreement”). The Loan Agreement as amended, matures on June 30, 2006 and provides up to $20 million in borrowings to be used by the Company to purchase new investments and bears interest at LIBOR plus 300 basis points. The Second Amendment increases the revolving credit facility borrowing limit from $20 million to $50 million and extends the term during which the Company may obtain loans until June 30, 2007. The Loan Agreement, as amended, contains the customary restrictions and covenants that are similar to the Company’s warehouse debt facility with an unaffiliated lender.

The First Amendment to the Loan Agreement, Second Amendment and the related amended and restated credit note are attached hereto as Exhibits 10.1, 10.2 and 10.3.

Item 9.01. Financial Statements and Exhibits

(a). Financial Statements

Not Applicable.

(b). Pro Forma Financial Information

Not Applicable.

(c). Exhibits

Exhibit 10.1	First Amendment to the Loan Agreement
Exhibit 10.2	Second Amendment to the Loan Agreement
Exhibit 10.3	Amended and Restated Credit Note

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

American Mortgage Acceptance Company

(Registrant)

By:	/s/ Alan P. Hirmes
	Alan P. Hirmes
	Chief Financial Officer

April 25, 2006

EX-10

Exhibit 10.1

FIRST AMENDMENT TO THE LOAN AGREEMENT

FIRST AMENDMENT TO THE LOAN AGREEMENT (this “Amendment”) dated as of June 30, 2005, between AMERICAN MORTGAGE ACCEPTANCE COMPANY (the “Borrower”) and CHARTERMAC (the “Lender”).

WHEREAS, the Borrower and the Lender are parties to a Loan Agreement dated as of June 30, 2004 (as amended, modified, restated and/or supplemented from time to time, the “Loan Agreement”) (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement); and

WHEREAS, the Borrower has requested, and the Lender has agreed to, the amendment provided herein on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree that effective as of the date hereof, the Loan Agreement is hereby amended as follows:

Section 1. Amendment.

Section 2.4 of the Loan Agreement is hereby amended by deleting the text “June 30, 2005” therein and inserting the text “June 30, 2006” in lieu thereof.

Section 2.		Representations and Warranties.
	The Borrower hereby represents and warrants to the Lender that:

2.1Authorization. The Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Loan Agreement, as amended hereby.

2.2No Conflicts. The execution and delivery of this Amendment and the performance by the Borrower of its obligations under the Loan Agreement, as amended hereby, do not and will not (i) require any consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other Person or (ii) violate any law, rule or regulation or any material agreement or contract to which the Borrower is a party or is otherwise bound and will not result in, or require, the creation or imposition of any lien or encumbrance on any of its properties or revenues pursuant to any law, rule or regulation or any such material agreement or contract.

2.3Validity and Binding Effect. The Loan Agreement, as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

2.4Loan Agreement Representations and Warranties. The representations and warranties set forth in Section 4 of the Loan Agreement are true and correct, in all material respects, with the same effect as if such representations and warranties had been made on the date hereof (except to the extent such representations and warranties are made as of some other date(s), in which case such representations and warranties shall be true and correct in all material respects as of such other date(s)).

2.5No Event of Default. As of the date hereof, no Default or Event of Default has occurred or is continuing.

Section 3. Effectiveness of Amendment.

Except as specifically amended hereby, the Loan Agreement is and shall remain in full force and effect. This Amendment shall become effective upon the first date on which the the Borrower and the Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the other party.

Section 4. No Further Amendments.

Except for the amendments set forth herein, the text of the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect. No waiver by the Lenders under the Loan Agreement or any other Loan Document is granted or intended except as expressly set forth herein, and the Lenders expressly reserve the right to require strict compliance with the terms of each of the Loan Agreement, as amended hereby, and the other Loan Documents in all respects. The waivers, extensions, consents and amendments agreed to herein shall not constitute a modification of, or a course of dealing at variance with, the Loan Agreement, as amended hereby, such as to require further notice by the Lender to require strict compliance with the terms of the Loan Agreement, as amended hereby, and the other Loan Documents in the future.

Section 5. Legal Fees.

The Borrower shall pay all reasonable expenses incurred by the Lender in the drafting, negotiation and closing of the documents and transactions contemplated hereby, including the reasonable fees and disbursements of the Lender’s special counsel.

Section 6. Miscellaneous.

6.1Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

6.2Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from

multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

6.3Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

6.4Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

*      *      *

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

THE BORROWER:

AMERICAN MORTGAGE
ACCEPTANCE COMPANY

By:
	Name:
	Title:

THE LENDER:

CHARTERMAC

By: Related Capital Company LLC,

its manager

By:
	Name:
	Title:

EX-10

Exhibit 10.2

SECOND AMENDMENT TO THE LOAN AGREEMENT

SECOND AMENDMENT TO THE LOAN AGREEMENT (this “Amendment”) dated as of April 19, 2006, between AMERICAN MORTGAGE ACCEPTANCE COMPANY (the “Borrower”) and CHARTERMAC (the “Lender”).

WHEREAS, the Borrower and the Lender are parties to a Loan Agreement dated as of June 30, 2004, as amended by the First Amendment to the Loan Agreement dated as of June 30, 2005 (as amended, modified, restated and/or supplemented from time to time, the “Loan Agreement”) (capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement); and

WHEREAS, the Borrower has requested, and the Lender has agreed to, the amendments provided herein on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree that effective as of the date hereof, the Loan Agreement is hereby amended as follows:

Section 7. Amendments.

7.1The first recital of the Loan Agreement is hereby amended and restated in its entirety as follows:

“By means of a loan facility to be established under and subject to this Agreement (the “Line of Credit”), Borrower desires to secure from the Lender up to $50,000,000 for use by Borrower to originate bridge loans, mortgage loans, mezzanine loans and other mortgage investments and Lender has agreed to provide such financing.”

7.2The definition of the term “Loan Amount” in Section 1.1 of the Loan Agreement is hereby amended and restated in its entirety as follows:

“Loan Amount means the principal amount of FIFTY MILLION AND NO/100 DOLLARS ($50,000,000.00), or such lesser amount as may from time to time be in effect following exercise of the reduction procedure set forth in Section 2.3.”

7.3Section 2.4 of the Loan Agreement is hereby amended by deleting the text “June 30, 2006” therein and inserting the text “June 30, 2007” in lieu thereof.

Section 8. Representations and Warranties.

The Borrower hereby represents and warrants to the Lender that:

8.1Authorization. The Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Loan Agreement, as amended hereby.

8.2No Conflicts. The execution and delivery of this Amendment and the performance by the Borrower of its obligations under the Loan Agreement, as amended hereby, do not and will not (i) require any consent or authorization of, filing with, notice to or other act by or in respect of, any governmental authority or any other Person or (ii) violate any law, rule or regulation or any material agreement or contract to which the Borrower is a party or is otherwise bound and will not result in, or require, the creation or imposition of any lien or encumbrance on any of its properties or revenues pursuant to any law, rule or regulation or any such material agreement or contract.

8.3Validity and Binding Effect. The Loan Agreement, as amended hereby, constitutes a legal, valid and binding obligation of the Borrower, enforceable against it in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

8.4Loan Agreement Representations and Warranties. The representations and warranties set forth in Section 4 of the Loan Agreement are true and correct, in all material respects, with the same effect as if such representations and warranties had been made on the date hereof (except to the extent such representations and warranties are made as of some other date(s), in which case such representations and warranties shall be true and correct in all material respects as of such other date(s)).

8.5No Event of Default. As of the date hereof, no Default or Event of Default has occurred or is continuing.

Section 9. Effectiveness of Amendment.

Except as specifically amended hereby, the Loan Agreement is and shall remain in full force and effect. This Amendment shall become effective upon the first date on which the Borrower and the Lender shall have signed a counterpart hereof (whether the same or different counterparts) and shall have delivered (including by way of facsimile transmission) the same to the other party.

Section 10. No Further Amendments.

Except for the amendments set forth herein, the text of the Loan Agreement and all other Loan Documents shall remain unchanged and in full force and effect. No waiver by the Lenders under the Loan Agreement or any other Loan Document is granted or intended except as expressly set forth herein, and the Lenders expressly reserve the right to require strict compliance with the terms of each of the Loan Agreement, as amended hereby, and the other Loan Documents in all respects. The waivers, extensions, consents and amendments agreed to herein shall not constitute a modification of, or a course of

dealing at variance with, the Loan Agreement, as amended hereby, such as to require further notice by the Lender to require strict compliance with the terms of the Loan Agreement, as amended hereby, and the other Loan Documents in the future.

Section 11. Legal Fees.

The Borrower shall pay all reasonable expenses incurred by the Lender in the drafting, negotiation and closing of the documents and transactions contemplated hereby, including the reasonable fees and disbursements of the Lender’s special counsel.

Section 12. Miscellaneous.

12.1Governing Law. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

12.2Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.

12.3Headings. Section and subsection headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose or be given any substantive effect.

12.4Severability. In case any provision in or obligation under this Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected or impaired thereby.

**       *

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date first written above.

THE BORROWER:

AMERICAN MORTGAGE
ACCEPTANCE COMPANY

By:	/s/ Marc D. Schnitzer
	Marc D. Schnitzer
	President

THE LENDER:

CHARTERMAC

By:CharterMac Capital LLC, f/k/a Related
Capital Company LLC, its manager

By:	/s/ Marc D. Schnitzer
	Marc D. Schnitzer
	Chief Executive Officer

EX-10

Exhibit 10.3

AMENDED AND RESTATED CREDIT NOTE

$50,000,000.00 April 19, 2006

FOR VALUE RECEIVED, the undersigned hereby promises to pay to CharterMac (the “Lender”), or to order, the principal amount of Fifty Million Dollars ($50,000,000.00) or, if less, the aggregate unpaid principal amount of all Loans and other advances made by the Lender to the undersigned pursuant to that certain Loan Agreement (as may be amended from time to time, the “Loan Agreement”) dated as of June 30, 2004, between the undersigned and the Lender, together with interest as provided for in the Loan Agreement until paid in full at the times and rates set forth in the Loan Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Loan Agreement.

All payments under this Note shall be made at the office of the Lender located at 625 Madison Avenue, New York, New York 10022 (or at such other place as the Lender may designate from time to time in writing) in lawful money of the United States of America in immediately available federal funds.

This Note is issued pursuant to, is entitled to the benefits of and is subject to the provisions of the Loan Agreement, as the same may be amended in accordance with its terms, but neither this reference to the Loan Agreement nor any provision thereof shall affect or impair the absolute and unconditional obligation of the undersigned maker of this Note to pay the principal of and interest on this Note as herein provided.

If a Default or an Event of Default shall occur, the aggregate unpaid principal of and accrued interest on this Note shall become or may be declared to be due and payable in the manner and with the effect provided in the Loan Agreement.

The undersigned may at its option prepay all or any part of the principal of this Note upon the terms provided in the Loan Agreement without premium or penalty. Amounts so paid and other amounts may be borrowed and reborrowed by the undersigned hereunder from time to time as provided in the Loan Agreement.

The undersigned hereby waives presentment, demand, notice of dishonor, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Note.

This instrument shall have the effect of an instrument executed under seal and shall be governed by and construed in accordance with the laws of the State of New York (without giving effect to any conflicts of laws provisions contained therein).

This Amended and Restated Credit Note has been issued to replace that certain Note dated June 30, 2004, made by Borrower to Lender in the amount of Twenty Million Dollars ($20,000,000.00).

IN WITNESS WHEREOF, this Amended and Restated Credit Note has been executed and delivered as of the date set forth above.

By: AMERICAN MORTGAGE ACCEPTANCE COMPANY

By: /s/ Marc D. Schnitzer

Marc D. Schnitzer

President