ex10.htm


    EXECUTION
      COPY       


     

    FIRST
      AMENDMENT

     

    FIRST
      AMENDMENT, dated as of October 31, 2007 (this “First Amendment”), to the
      Master Repurchase Agreement, dated as of July 20, 2007 (together with Annex
      I
      thereto, as both are amended, restated, supplemented or otherwise modified
      prior
      to the date hereof, the “Existing Repurchase Agreement”; as amended
      hereby and as further amended, restated, supplemented or otherwise modified
      and
      in effect from time to time, the “Repurchase Agreement”), by and among
      ANTHRACITE CAPITAL BOFA FUNDING LLC, as seller (the “Seller”), BANK OF
      AMERICA, N.A. (“BANA”), BANC OF AMERICA MORTGAGE CAPITAL CORPORATION
      (“BAMCC”) (BANA AND BAMCC, individually and/or collectively, as the
      context may require, each a “Buyer” and collectively, the
“Buyers”), and BANK OF AMERICA N.A. as agent for the Buyers (in such
      capacity, the “Buyer Agent”).  Capitalized terms used but not
      otherwise defined herein shall have the meanings given to them in the Repurchase
      Agreement.

     

    RECITALS

     

    WHEREAS,
      the Seller has requested, and the Buyers and the Buyer Agent have agreed,
      subject to the terms and conditions hereof, to amend the Existing Repurchase
      Agreement;

     

    NOW
      THEREFORE, the Seller and the Buyer hereby agree, in consideration of the
      premises and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, that the Existing Repurchase
      Agreement is hereby amended as follows:

     

    SECTION
      1.  Amendments.  The Existing
      Repurchase Agreement is hereby amended by:

     

    (a)  deleting
      the last sentence in the definition of “Business Day” in its entirety and
      substituting the following in lieu thereof:

     

    “When
      used with respect to LIBOR or a Reset Date, a “Business Day” shall mean a day on
      which banks in London, England are closed for interbank or foreign exchange
      transactions.”

     

    (b)  inserting
      the following new subsection (ii) in the definition of “Eligibility Criteria”
and renumbering subsequent subsections accordingly:

     

    “(ii)  in
      the case of all Eligible Loans and Eligible Securities, in the event the
      aggregate Purchase Price with respect to Purchased Assets is at any time greater
      than $200,000,000, the portion of the aggregate Purchase Price in excess of
      $200,000,000 with respect to Purchased Assets that are Non-BOA Originated Assets
      shall not exceed $25,000,000;”

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     

    (c)  deleting
      the definition of “Facility Amount” in its entirety and substituting the
      following in lieu thereof:

     

    ““Facility
      Amount” shall mean $275,000,000.”

     

    (d)  deleting
      the definition of “LIBOR” in its entirety and substituting the following in lieu
      thereof:

     

    ““LIBOR”
      shall mean the rate per annum calculated as set forth
      below:

     

    (i)   with
      respect to each day, unless otherwise requested in accordance with paragraph
      (ii) below, LIBOR will be the rate per annum for deposits in Dollars
      for a one month period which appears on Reuters LIBOR01 Page (or any successor
      page) as of 11:00 a.m., London time, reset daily;

     

    (ii)  upon
      written request to the Buyer Agent not less than two (2) Business Days prior
      to
      a Reset Date, Seller may request that the Buyer Agent determine LIBOR based
      upon
      the rate for deposits in Dollars for a one-month, two-month, or three-month
      period which appears on Reuters LIBOR01 Page (or any successor page) as of
      11:00
      a.m., London time, on such date; provided, however, that not more than
      five (5) LIBOR Transactions shall be subject to LIBOR rates for a one-month,
      two-month or three-month period at any time and that the aggregate Purchase
      Price of all Purchased Assets subject to each such LIBOR Transaction is not
      less
      than $5,000,000; or

     

    (iii) 
      on any applicable date on which no such rate appears on Reuters LIBOR01 Page
      (or
      any successor page) as described above, LIBOR will be determined on the basis
      of
      the rate per annum at which deposits in Dollars are offered by the
      Buyer Agent’s London Branch at approximately 11:00 a.m., London time, on such
      date to prime banks in the London interbank market for a one-day, one month,
      two
      month or three month period, as applicable.

     

    All
      percentages resulting from any calculations or determinations referred to in
      this definition will be rounded upwards, if necessary, to the nearest multiple
      of 1/100th of 1% and all Dollar amounts used in or resulting from such
      calculations will be rounded to the nearest cent (with one half cent or more
      being rounded upward).”

     

    (e)  deleting
      the definition of “Reset Date” in its entirety and substituting the following in
      lieu thereof:

     

    ““Reset
      Date” (a) if LIBOR is based on the rate for deposits in Dollars for a
      one-month period or if LIBOR is reset daily, the fifteenth (15th) calendar
      day
      of each month, (b) if LIBOR is based on the rate for deposits in Dollars for
      a
      two-month period, the fifteenth (15th) calendar day of each second month, (c)
      if
      LIBOR is based on the rate for deposits in Dollars for a three-month period,
      the
      fifteenth (15th) calendar day of each third month, or, in each case, the next
      succeeding Business Day, if such calendar day shall not be a Business
      Day.”

     

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

     

    (f)   inserting
      the following new definition of “Non-BOA Originated Assets” in Section 2 of
      Annex I in proper alphabetical order:

     

    ““Non-BOA
      Originated Assets” shall mean:

     

    (i)
      in the case of all Eligible Loans, a loan or note where the original lender
      for
      such loan or note is not a Buyer nor an affiliate of a Buyer; and

     

    (ii)
      in the case of all Eligible Securities, a security where the original issuer
      for
      such security is not a Buyer nor an affiliate of a Buyer.”

     

    (g)  deleting
      the introductory paragraph of Section 3.2.5 in its entirety and substituting
      the
      following in lieu thereof:

     

    “3.2.5   any
      additional terms or conditions not inconsistent with the
      Agreement.  With respect to any Transaction, the Pricing Rate shall be
      determined initially on the Purchase Date applicable to such Transaction, and
      shall be reset daily or on each Reset Date for the related Pricing Rate Period,
      as applicable.  The Buyer Agent shall determine in accordance with the
      terms of this Agreement the Pricing Rate daily or on each Reset Date for the
      related Pricing Rate Period, as applicable, and notify Seller and Custodian
      of
      such rate(s) on each Reset Date (as selected by Seller).  For purposes
      of this Section 3.2, the “Transaction Conditions Precedent” shall be
      deemed to have been satisfied with respect to any proposed Transaction
      if.”

     

    SECTION
      2.  Conditions Precedent.  This First
      Amendment shall become effective on the date (the “First Amendment Effective
      Date”) on which the following conditions precedent shall have been
      satisfied:

     

    (a)  the
      Buyer Agent shall have received this First Amendment, executed and delivered
      by
      a duly authorized officer of the Seller, the Buyers and the Buyer Agent;
      and

     

    (b)  each
      of the representations and warranties made and restated by the Seller pursuant
      to Section 3 of this First Amendment shall be true and complete in all
      material respects as though made on such date (except for any such
      representation or warranty that by its terms refers to a specific date other
      than the date first above written, in which case it shall be true and correct
      in
      all material respects as of such other date).

     

    SECTION
      3.  Representations and Warranties. On and as
      of the date first above written, the Seller hereby represents and warrants
      to
      the Buyers and the Buyer Agent that (a) it is in compliance with all the terms
      and provisions set forth in the Transaction Documents on its part to be observed
      or performed, (b) no Default or Event of Default has occurred and is continuing,
      and (c) the representations and warranties contained in Section 10 of the
      Repurchase Agreement are true and correct in all material respects as though
      made on such date (except for any such representation or warranty that by its
      terms refers to a specific date other than the date first above written, in
      which case it shall be true and correct in all material respects as of such
      other date).

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

     

    SECTION
      4.  Limited Effect. Except as expressly amended
      and modified by this First Amendment, the Existing Repurchase Agreement shall
      continue to be, and shall remain, in full force and effect in accordance with
      its terms; provided, however, that upon the First Amendment
      Effective Date, all references therein and herein to the “Transaction Documents”
shall be deemed to include, in any event, this First Amendment.  Each
      reference to the Repurchase Agreement in any of the Transaction Documents shall
      be deemed to be a reference to the Repurchase Agreement as amended
      hereby.

     

    SECTION
      5.  Counterparts.  This First
      Amendment may be executed by each of the parties hereto on any number of
      separate counterparts, each of which shall be an original and all of which
      taken
      together shall constitute one and the same instrument.  Delivery of an
      executed counterpart of a signature page to this First Amendment in Portable
      Document Format (PDF) or by facsimile transmission shall be effective as
      delivery of a manually executed original counterpart thereof.

     

    SECTION
      6.  GOVERNING LAW.  THIS FIRST
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF NEW YORK.

     

    [SIGNATURES
      FOLLOW]

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    


    


     

    IN
      WITNESS WHEREOF, the parties hereto have caused this First Amendment to be
      duly
      executed and delivered as of the day and year first above written.

     

    


    
      	 	
              SELLER:

            
	 	 
	 	
              ANTHRACITE
                CAPITAL BOFA FUNDING LLC,

              a
                Delaware limited liability
                company

            
	 	 
	 	
              By:

            	
              Anthracite
                Capital, Inc., a Maryland corporation, its sole member

            
	 	 
	 	
              By:

            	
              /s/
                Richard Shea

            	 
	 	 	
              Name:
                Richard Shea

              Title:   
                President & CEO

            


    

     

     

     

    
      
         

      

      
        First
          Amendment to Repurchase Agreement

        
          

        

      

      
         

      

    

     

     

    


    
      	 	
              BUYERS:

            
	 	 
	 	
              BANK
                OF AMERICA, N.A.

            
	 	 
	 	
              By:

            	
              /s/
                Peter Cookson

            	 
	 	 	
              Name:
                Peter Cookson

              Title:
                Managing Director

            
	 	 	 


    

    


    
      	 	
              BANC
                OF AMERICA MORTGAGE CAPITAL CORPORATION

            
	 	 
	 	
              By:

            	
              /s/
                Peter Cookson

            	 
	 	 	
              Name:
                Peter Cookson

              Title:
                Managing Director

            


    

    


    
      	 	
              BUYER
                AGENT:

            
	 	 
	 	
              BANK
                OF AMERICA, N.A.

            
	 	 
	 	
              By:

            	
              /s/
                Peter Cookson

            	 
	 	 	
              Name:
                Peter Cookson

              Title:
                Managing Director

            


    

     

     

     

     

     

     First
      Amendment to Repurchase Agreement