ahr_ex4-2.htm


     

    Exhibit
4.2



    
      This FIRST AMENDMENT TO
AMENDED AND RESTATED TRUST AGREEMENT (this “Amendment”), dated as of October 23,
2009, among (i) Wilmington Trust Company, a Delaware banking corporation
(“WTC”), as property trustee (in such capacity, the “Property Trustee”), (ii)
Richard M. Shea, an individual, and James J. Lillis, an individual, each as an
administrative trustee (in such capacity, each an “Administrative Trustee” and,
collectively, the “Administrative Trustees”), and (iii) Anthracite Capital,
Inc., a Maryland corporation (the “Company”), as the Holder of all of the Common
Securities (the “Holder of all the Common Securities”).

       

      Witnesseth

       

      Whereas,
the Company, as depositor (in such capacity, the “Depositor”) and WTC, as
Delaware Trustee (in such capacity, the “Delaware Trustee”) have heretofore
created a Delaware statutory trust named Anthracite Capital Trust III (the
“Trust”) pursuant to the Delaware Statutory Trust Act by entering into a Trust
Agreement, dated as of March 10, 2006 (the “Original Trust Agreement”), and by
executing and filing with the Secretary of State of the State of Delaware a
Certificate of Trust, a copy of which is attached as Exhibit
A.

       

      Whereas,
the Depositor, the Property Trustee, the Delaware Trustee, and the then
administrative trustees of the Trust, entered into that certain Amended and
Restated Trust Agreement, dated as of March 16, 2006 (the “Amended and Restated
Trust Agreement”), a copy of which is attached hereto as Exhibit
B, to amend and restate the Original Trust Agreement in its entirety as
set forth therein in order to provide for, among other things, (a) the issuance
of the Common Securities by the Trust to the Depositor, (b) the issuance and
sale of the Preferred Securities by the Trust pursuant to the Purchase Agreement
and (c) the acquisition by the Trust from the Depositor of all of the right,
title, and interest in and to the Notes.

       

      Whereas,
the Property Trustee, the Administrative Trustees and the Holder of all
the Common Securities desire to amend the Amended and Restated Trust Agreement
as set forth herein to provide for the restructuring of the Preferred
Securities.

       

      Now,
Therefore, in consideration of the agreements and obligations set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each party hereto, for the benefit
of the other parties hereto and for the benefit of the Holders, hereby amends
the Amended and Restated Trust Agreement and agrees as
follows:

       

      SECTION
1.        Addition
of Defined Terms to Section 1.1.  Section 1.1 of the Amended
and Restated Trust Agreement is amended to include the following defined
terms:

       

      “Amendment
Date” means October 23, 2009.

       

      “Initial
Rate Period” has the meaning specified in Section
4.1.

       

      “Fixed
Rate Period” has the meaning specified in Section
4.1.

       

      


       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      SECTION
2.        Section
4.1.  Section 4.1 of the Amended and Restated Trust Agreement
is replaced in its entirety with the following:

       

      “SECTION
4.1.  Distributions.

       

      (a)        The
Trust Securities represent undivided beneficial interests in the Trust Property,
and Distributions (including any Additional Interest Amounts) will be made on
the Trust Securities at the rate and on the dates that payments of interest
(including any Additional Interest) are made on the
Notes.  Accordingly:

       

      (i) Distributions on the
Trust Securities shall be cumulative, and shall accumulate whether or not there
are funds of the Trust available for the payment of
Distributions.  Distributions shall accumulate from June 30, 2009 to,
and including, September 29, 2009, and shall be payable on the Amendment Date,
and thereafter shall accumulate from September 30, 2009, and, except as provided
in clause (ii) below, shall be payable quarterly in arrears on March 30, June
30, September 30 and December 30 of each year, commencing on December 30,
2009.  If any date on which a Distribution is otherwise payable on the
Trust Securities is not a Business Day, then the payment of such Distribution
shall be made on the next succeeding Business Day (and no interest shall accrue
in respect of the amounts whose payment is so delayed for the period from and
after each such date until the next succeeding Business Day), except that, if
such Business Day falls in the next succeeding calendar year, such payment shall
be made on the immediately preceding Business Day, in each case, with the same
force and effect as if made on such date (each date on which Distributions are
payable in accordance with this Section 4.1(a)(i), a “Distribution
Date”);

       

      (ii) Distributions shall
accumulate in respect of the Trust Securities bearing interest at a fixed rate
equal to 0.75% per annum, payable quarterly, commencing on June 30, 2009 and
ending on the earlier of the (a) the fourth (4th)
anniversary date of the Amendment Date and (b) the date on which all of the
existing senior secured loans set forth on Schedule
B are fully amortized, including deferred restructuring fees, in an
amount not to exceed Four Million Dollars ($4,000,000) (the “Initial
Rate Period”), then at a fixed rate equal to 7.77% per annum through the
interest payment date in March 2016 (together with the Initial Rate Period, the
“Fixed
Rate Period”), and thereafter at a variable rate equal to LIBOR plus
2.70% per annum of the Liquidation Amount of the Trust Securities, such rate
being the rate of interest payable on the Notes.  LIBOR shall be
determined by the Calculation Agent in accordance with Schedule
A.  During the Fixed Rate Period, the amount of Distributions
payable shall be computed on the basis of a 360-day year of twelve 30-day months
and the amount payable for any partial period shall be computed on the basis of
the number of days elapsed in a 360-day year of twelve 30-day
months.  Upon expiration of the Fixed Rate Period, the amount of
interest payable for any Distribution period will be computed on the basis of a
360-day year and the actual number of days elapsed in the relevant Distribution
period.  The amount of Distributions payable for any period shall
include any Additional Interest Amounts in respect of such period;
and

      


      

        
          
             


          

          
            2

            
              

            

          

          
             


          

        



      (iii)
Distributions on the Trust Securities shall be made by the Paying Agent from the
Payment Account and shall be payable on each Distribution Date only to the
extent that the Trust has funds then on hand and legally available in the
Payment Account for the payment of such Distributions.

       

      (b)        Distributions
on the Trust Securities with respect to a Distribution Date shall be payable to
the Holders thereof as they appear on the Securities Register for the Trust
Securities at the close of business on the relevant record date, which shall be
at the close of business on the fifteenth day (whether or not a Business Day)
preceding the relevant Distribution Date, except that Distributions and any
Additional Interest Amounts payable on the stated maturity (or any date of
principal repayment upon early maturity) of the principal of a Trust Security or
on a Redemption Date shall be paid to the Person to whom principal is paid.
Distributions payable on any Trust Securities that are not punctually paid on
any Distribution Date as a result of the Depositor having failed to make an
interest payment under the Notes will cease to be payable to the Person in whose
name such Trust Securities are registered on the relevant record date, and such
defaulted Distributions and any Additional Interest Amounts will instead be
payable to the Person in whose name such Trust Securities are registered on the
special record date, or other specified date for determining Holders entitled to
such defaulted Distribution and Additional Interest Amount, established in the
same manner, and on the same date, as such is established with respect to the
Notes under the Indenture.

       

      (c)        As
a condition to the payment of any principal of or interest on the Trust
Securities without the imposition of withholding tax, the Administrative
Trustees shall require the previous delivery of properly completed and signed
applicable U.S. federal income tax certifications (generally, an Internal
Revenue Service Form W-9 (or applicable successor form) in the case of a person
that is a “United States person” within the meaning of Section 7701(a)(30) of
the Code or an Internal Revenue Service Form W-8 (or applicable successor form)
in the case of a person that is not a “United States person” within the meaning
of Section 7701(a)(30) of the Code) and any other certification acceptable to it
to enable the Property Trustee or any Paying Agent to determine in good faith
their respective duties and liabilities with respect to any taxes or other
charges that they may be required to pay, deduct or withhold in respect of such
Trust Securities.”

       

      SECTION
3.        Section
5.2.  Section 5.2 of the Amended and Restated Trust Agreement
is replaced in its entirety with the following:

       

      “SECTION
5.2.   Authorized Trust Securities.

       

      The
Trust shall be authorized to issue one series of Preferred Securities having an
aggregate Liquidation Amount of $18,750,000 and one series of Common Securities
having an aggregate Liquidation Amount of $464,000.”

       

      SECTION
4.        Section
5.3.  Section 5.3 of the Amended and Restated Trust Agreement
is replaced in its entirety with the following:

       

      “SECTION
5.3.  Issuance of the Trust Securities.

       

      

        
          
             


          

          
            3

            
              

            

          

          
             


          

        



      On
the Amendment Date, contemporaneously with the issuance by the Trust to the
Holder of an aggregate of 18,750 Preferred Securities having an aggregate
Liquidation Amount of Eighteen Million Seven Hundred Thousand and Fifty Dollars
($18,750,000), an Administrative Trustee, on behalf of the Trust, shall receive
from the Depositor Notes, to be registered in the name of the Property Trustee
on behalf of the Trust and having an aggregate principal amount equal to
Nineteen Million Two Hundred Fourteen Thousand Dollars ($19,214,000).”

       

      SECTION
5.        Amended
Exhibit C.  Exhibit
C of the Amended and Restated Trust Agreement entitled “Form of Preferred
Securities Certificate” is replaced in its entirety with the document attached
as Exhibit
C to this Amendment.

       

      SECTION
6.        Addition
of Schedule B.  The Amended and Restated Trust Agreement is
amended to include as Schedule
B of the Amended and Restated Trust Agreement with the document attached
as Exhibit
D to this Amendment.

       

      SECTION
7.        No
Other Amendments.  Except as set forth above, no other
amendments to the Amended and Restated Trust Agreement are intended by the
parties hereto, are made or shall be deemed to be made, pursuant to this
Amendment, and all provisions of the Amended and Restated Trust Agreement
unaffected by this Amendment shall remain in full force and effect.

       

      SECTION
8.        Capitalized
Terms.  Each capitalized term used but not defined herein shall have
the meaning ascribed to such term in the Amended and Restated Trust
Agreement.

       

      SECTION
9.        Headings. 
The section headings contained in this Amendment are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Amendment.

       

      SECTION
10.      Execution
of Counterparts.  This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

       

       

      [Signature Page
Follows]

       


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


       

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

       

      
        	 
      	
                Wilmington
      Trust Company, not in its individual capacity, but solely as
      Property Trustee

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/  W.
      Thomas Morris, II

              
	 
      	 
      	
                Name:

              	
                W.
      Thomas Morris, II

              
	 
      	 
      	
                Title:

              	
                Vice
      President

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                Anthracite
      Capital, Inc., as Holder of all the Common
      Securities

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	
                /s/  Richard
      M. Shea

              
	 
      	 
      	
                Name:

              	
                Richard
      M. Shea

              
	 
      	 
      	
                Title:

              	
                President
      and Chief Operating Officer

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                /s/  Richard
      M. Shea

              
	 
      	
                Richard
      M. Shea

              
	 
      	
                Administrative
      Trustee

              
	 
      	 
      
	 
      	 
      
	 
      	
                /s/  James
      J. Lillis

              
	 
      	
                James
      J. Lillis

              
	 
      	
                Administrative
      Trustee

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Exhibit
A

       

      Certificate
of Trust

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Exhibit
B

       

      Amended
and Restated Trust Agreement

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Exhibit
C

       

      Exhibit
C of the Amended and Restate Trust Agreement

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      [FORM
OF PREFERRED SECURITIES CERTIFICATE]

       

      [IF THIS
SECURITY IS A GLOBAL SECURITY INSERT: THIS PREFERRED SECURITY IS A GLOBAL
SECURITY WITHIN THE MEANING OF THE TRUST AGREEMENT HEREINAFTER REFERRED TO AND
IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”) OR A NOMINEE
OF DTC.  THIS PREFERRED SECURITY IS EXCHANGEABLE FOR PREFERRED
SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY
IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE TRUST AGREEMENT, AND NO TRANSFER
OF THIS PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS PREFERRED SECURITY AS
A WHOLE BY DTC TO A NOMINEE OF DTC OR BY A NOMINEE OF DTC TO DTC OR ANOTHER
NOMINEE OF DTC) MAY BE REGISTERED EXCEPT IN LIMITED
CIRCUMSTANCES.

       

      UNLESS
THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
ANTHRACITE CAPITAL TRUST III OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

       

      THE
PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “SECURITIES
ACT”), AND SUCH PREFERRED SECURITIES OR ANY INTEREST THEREIN MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
APPLICABLE EXEMPTION THEREFROM.  EACH PURCHASER OF ANY PREFERRED
SECURITIES IS HEREBY NOTIFIED THAT THE SELLER OF THE PREFERRED SECURITIES MAY BE
RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT
PROVIDED BY RULE 144A UNDER THE SECURITIES ACT.

       

      THE
HOLDER OF THE PREFERRED SECURITIES REPRESENTED BY THIS CERTIFICATE AGREES FOR
THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT SUCH PREFERRED SECURITIES MAY BE
OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE TRUST OR (B) (I) TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A "QUALIFIED PURCHASER" (AS
DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED),
AND (II) (Z) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A
TRANSACTION

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      MEETING
THE REQUIREMENTS OF RULE 144A, (Y) TO AN INSTITUTIONAL “ACCREDITED INVESTOR”
WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER
THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR
THE ACCOUNT OF AN “ACCREDITED INVESTOR,” FOR INVESTMENT PURPOSES AND NOT WITH A
VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, (X) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OR (W) PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT, IN
EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND, IN THE CASE OF (Y) OR
(W), SUBJECT TO THE RIGHT OF THE TRUST AND THE DEPOSITOR TO REQUIRE AN OPINION
OF COUNSEL AND OTHER INFORMATION REASONABLY SATISFACTORY TO EACH OF THEM
(PROVIDED THAT IF SUCH OPINION AND INFORMATION STATES THAT THE PROPOSED OFFER,
RESALE OR OTHER TRANSFER WILL BE IN ACCORDANCE WITH APPLICABLE SECURITIES LAWS,
THE COMPANY MAY NOT OBJECT THERETO). IN ADDITION, THE HOLDER FURTHER AGREES THAT
IT WILL NOTIFY ANY PURCHASER OF ANY PREFERRED SECURITIES FROM IT OF THE RESALE
RESTRICTIONS REFERRED TO IN THE PRECEDING SENTENCE AND THAT SUCH PREFERRED
SECURITIES MAY BE OFFERED, RESOLD OR OTHERWISE TRANSFERRED ONLY IN
ACCORDANCE WITH SECTION 5.7 OF THE TRUST AGREEMENT AS DEFINED
HEREIN. 

       

      THE
PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN $100,000.  TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF PREFERRED SECURITIES,
OR ANY INTEREST THEREIN, IN A BLOCK HAVING AN AGGREGATE LIQUIDATION AMOUNT OF
LESS THAN $100,000 AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO
BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.  TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY SUCH PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE
HOLDER OF SUCH PREFERRED SECURITIES FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF LIQUIDATION AMOUNT OF OR DISTRIBUTIONS ON SUCH PREFERRED
SECURITIES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED TRANSFEREE SHALL BE
DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH PREFERRED SECURITIES.

       

      THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF OR
THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT,
INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH
A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON
OF ANY PLAN’S

       


      
        
           


        

        
          C-2

          
            

          

        

        
           


        

      


       

      INVESTMENT
IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF
THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH
SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING
THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE.

       


      
        
           


        

        
          C-3

          
            

          

        

        
           


        

      


      


       

      
        	
                Certificate
      Number

              	
                Aggregate
      Liquidation Amount

                 Preferred
      Securities

              
	 
      


      

       

       

       

       

      CUSIP
NO.

       

      _______________

       

      Certificate
Evidencing Preferred Securities


       

      of


       

      Anthracite
Capital Trust III


       

      Preferred
Securities

      (liquidation
amount $1,000 per Preferred Security)

       

      Anthracite
Capital Trust III, a statutory trust created under the laws of the State of
Delaware (the “Trust”),
hereby certifies that Hare & Co., (the “Holder”)
is the registered owner of 18,750 Preferred Securities, or such other number of
Preferred Securities represented hereby as may be set forth in the records of
the Securities Registrar hereinafter referred to in accordance with the Trust
Agreement (as defined below) of the Trust representing an undivided preferred
beneficial interest in the assets of the Trust and designated the Anthracite
Capital Trust III Preferred Securities, (liquidation amount $1,000 per Preferred
Security) (the “Preferred
Securities”). Subject to the terms of the Trust Agreement (as defined
below), the Preferred Securities are transferable on the books and records of
the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer as provided in Section 5.7
of the Trust Agreement (as defined below).  The designations, rights,
privileges, restrictions, preferences and other terms and provisions of the
Preferred Securities are set forth in, and this certificate and the Preferred
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Amended and Restated Trust Agreement of the
Trust, dated as of March 16, 2006, as the same may be amended from time to time
(the “Trust
Agreement”), among Anthracite Capital, Inc., as Depositor, Wilmington
Trust Company, as Property Trustee, Wilmington Trust Company, as Delaware
Trustee, the Administrative Trustees named therein and the Holders, from time to
time, of the Trust Securities.  The Trust will furnish a copy of the
Trust Agreement to the Holder without charge upon written request to the
Property Trustee at its Corporate Trust Office.

       

      Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.

       

      This
Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

       


      
        
           


        

        
          C-4

          
            

          

        

        
           


        

      


       

      All
capitalized terms used but not defined in this Preferred Securities Certificate
are used with the meanings specified in the Trust Agreement, including the
Schedules and Exhibits thereto.

       


      
        
           


        

        
          C-5

          
            

          

        

        
           


        

      


       

      In Witness Whereof, one
of the Administrative Trustees of the Trust has executed on behalf of the Trust
this certificate this ____ day of ________________.

       

      
        	 
      	
                Anthracite
      Capital Trust III

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Name:

              	 
      
	 
      	 
      	
                Administrative
      Trustee

              	 
      


      

      


      


      This
is one of the Preferred Securities referred to in the within-mentioned Trust
Agreement.

       

      
        	
                Dated:

                 

              	 
      
	 
      	
                Wilmington Trust
      Company, not in its individual capacity, but solely as Property
      Trustee

              
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	
                By:

              	 
      	 
      
	 
      	 
      	
                Authorized
      signatory

              	 
      
	 
      	 
      	 
      	 
      


      

      


      



      
        
           


        

        
          C-6

          
            

          

        

        
           


        

      


       

      [FORM
OF REVERSE OF SECURITY]

       

      The Trust
promises to pay Distributions from June 30, 2009 to, and including, September
29, 2009 on the Amendment Date, and from September 30, 2009, or from the most
recent Distribution Date to which Distributions have been paid or duly provided
for quarterly in arrears to, but excluding, and on March 30, June 30, September
30 and December 30 of each year, at a fixed rate equal to 0.75% per annum,
payable on the date hereof and thereafter quarterly and ending on the earlier of
the (a) the fourth (4th)
anniversary date of the Amendment Date and (b) the date on which all of the
existing senior secured loans set forth on Schedule
B of the Trust Agreement are fully amortized, including deferred
restructuring fees, in an amount not to exceed Four Million Dollars
($4,000,000), then at a fixed rate equal to 7.77% per annum through the interest
payment date in March 2016 and thereafter at a variable rate equal to LIBOR plus
2.70% per annum of the Liquidation Amount of the Preferred Securities
represented by this Preferred Securities Certificate, together with any
Additional Interest Amounts, in respect to such period.

       

      Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.

       

      Distributions
on the Securities must be paid on the dates payable to the extent that the Trust
has funds available for the payment of such Distributions in the Payment Account
of the Trust.  The Trust’s funds available for Distribution to the
Holders of the Preferred Securities will be limited to payments received from
the Depositor.

       

      During an
Event of Default, the Depositor shall not (i) declare or pay any dividends or
distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Depositor’s Equity Interests (as defined in the
Indenture) or (ii) vote in favor of or permit or otherwise allow any of its
Subsidiaries to declare or pay any dividends or distributions on, or redeem,
purchase, acquire or make a liquidation payment with respect to or otherwise
retire, any shares of any such Subsidiary’s preferred stock or other Equity
Interests entitling the holders thereof to a stated rate of return (for the
avoidance of doubt, whether such preferred stock or other Equity Interests are
perpetual or otherwise), or (iii) make any payment of principal of or any
interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Depositor that rank pari
passu in all respects with or junior in interest to the Notes (other than
(a) repurchases, redemptions or other acquisitions of Equity Interests of the
Depositor in connection with (1) any employment contract, benefit plan or other
similar arrangement with or for the benefit of any one or more employees,
officers, directors or consultants, (2) a dividend reinvestment or stockholder
stock purchase or similar plan with respect to any Equity Interests or (3) the
issuance of Equity Interests of the Depositor (or securities convertible into or
exercisable for such Equity Interests) as consideration in an acquisition
transaction entered into prior to the applicable Event of Default, (b) as a
result of an exchange or conversion of any class or series of the Depositor’s
Equity Interests (or any Equity Interests of a Subsidiary (as defined in the
Indenture) of the Depositor) for any class or series of the Depositor’s Equity
Interests or of any class or series of the Depositor’s indebtedness for any
class or series of the Depositor’s Equity Interests, (c) the purchase of
fractional interests in Equity Interests of the Depositor pursuant to the
conversion or exchange provisions of such Equity Interests or the security being
converted or

       


      
        
           


        

        
          C-7

          
            

          

        

        
           


        

      


       

      exchanged,
(d) any declaration of a dividend in connection with any Rights Plan (as defined
in the Indenture), the issuance of rights, Equity Interests or other property
under any Rights Plan, or the redemption or repurchase of rights pursuant
thereto or (e) any dividend in the form of Equity Interests, warrants, options
or other rights where the dividend Equity Interests or the Equity Interests
issuable upon exercise of such warrants, options or other rights is the same
Equity Interests as that on which the dividend is being paid or ranks pari
passu with or junior to such Equity Interests).

       

      On each Note Redemption
Date, on the stated maturity (or any date of principal repayment upon early
maturity) of the Notes and on each other date on (or in respect of) which any
principal on the Notes is repaid, the Trust will be required to redeem a Like
Amount of Trust Securities at the Redemption Price.  Under the
Indenture, the Notes may be redeemed by the Depositor on any Interest Payment
Date, at the Depositor’s option, on or after March 30, 2011 in whole
or in part from time to time at the Optional Note Redemption Price of the
principal amount thereof or the redeemed portion thereof, as applicable,
together, in the case of any such redemption, with accrued interest, including
any Additional Interest, to but excluding the date fixed for
redemption.  The Notes may also be redeemed by the Depositor, at its
option, at any time, in whole but not in part, upon the occurrence of an
Investment Company Event or a Tax Event at the Special Note Redemption Price;
provided, that
such Investment Company Event or a Tax Event is continuing on the Redemption
Date.

       

      The Trust
Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption or payment at
maturity of Notes.  Redemptions of the Trust Securities (or portion
thereof) shall be made and the Redemption Price shall be payable on each
Redemption Date only to the extent that the Trust has funds then on hand and
available in the Payment Account for the payment of such Redemption
Price.

       

      Payments
of Distributions (including any Additional Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Preferred
Securities shall be made by wire
transfer at such place and to such account at a banking institution in the
United States as may be designated in writing at least ten (10) Business Days
prior to the date for payment by the Person entitled thereto unless proper
written transfer instructions have not been received by the relevant record
date, in which case such payments shall be made by check mailed to the address
of such Person as such address shall appear in the Security
Register.  If any Preferred Securities are held by a
Depositary, such Distributions shall be made to the Depositary in immediately
available funds.

       

      The
indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all
Senior Debt (as defined in the Indenture), and this Security is issued subject
to the provisions of the Indenture with respect thereto.

       


      
        
           


        

        
          C-8

          
            

          

        

        
           


        

      


       

      ASSIGNMENT

       

      For Value Received, the
undersigned assigns and transfers this Preferred Securities Certificate
to:

       

      
        	 
      
	 
	 
	
                (Insert
      assignee’s social security or tax identification
number)

              
	 
      
	 
	 
	 
	
                (Insert
      address and zip code of assignee)

              
	 
      
	
                and
      irrevocably appoints

              
	 
      
	 
	 
	 
	 


      

      agent
to transfer this Preferred Securities Certificate on the books of the
Trust.  The agent may substitute another to act for him or
her.

       

      
        	
                Date:  _______________________

              
	 
      
	
                Signature:

              	 
      	 
      
	 
      	
                (Sign
      exactly as your name appears on the other side of this Preferred
      Securities Certificate)

              	 
      
	 
      	 
      	 
      


      

       

      The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.

       


      
        
           


        

        
          C-9

          
            

          

        

        
           


        

      


       

      Exhibit
C

       

      Schedule
B of the Amended and Restated Trust Agreement

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      Schedule
B

       

      Existing
Senior Secured Debt and Senior Notes

       

      
        	
                1.

              	
                Debt
      under Credit Agreement, dated as of March 17, 2006, among AHR Capital BofA
      Limited, as borrower, the Company, as borrower agent, and Bank of America,
      N.A., as lender, as amended on August 7, 2008, October 20, 2008, November
      7, 2008, January 28, 2009 and May 15, 2009, and related
      Guaranty

              
	 	 
	
                2.

              	
                Debt
      under Master Repurchase Agreement and Annex I thereto, dated as of July
      20, 2007, among Anthracite Capital BOFA Funding LLC, as seller, Bank of
      America, N.A. and Banc of America Mortgage Capital Corporation, as buyers,
      and Bank of America, N.A., as buyer agent, as amended on October 31, 2007,
      August 7, 2008, October 6, 2008, October 20, 2008, November 7, 2008,
      January 28, 2009 and May 15, 2009, and related Guaranty

              
	 	 
	
                3.

              	
                Debt
      under Master Repurchase Agreement and Annex I thereto, dated as of
      December 23, 2004, between Anthracite Funding, LLC, as seller, and
      Deutsche Bank AG, Cayman Islands Branch, as buyer, as amended on February
      8, 2007, July 8, 2008, July 17, 2008 and May 15, 2009, and related
      Guaranty

              
	 	 
	
                4.

              	
                Debt
      under Fourth Amended and Restated Multicurrency Revolving Facility
      Agreement, dated as of May 15, 2009, among AHR Capital MS Limited, as
      borrower, Morgan Stanley Mortgage Servicing Limited, as security trustee,
      Morgan Stanley Bank, as the initial lender, and Morgan Stanley Principal
      Funding, Inc., as the first new lender and agent, through an Amendment and
      Restatement Deed, and related Guaranty and Indemnity

              
	 	 
	
                5.

              	
                Debt
      under Credit Agreement, dated as of March 7, 2008, between the Company and
      BlackRock Holdco 2, Inc., as amended on December 22,
  2008

              
	 	 
	
                6.

              	
                $50
      million aggregate principal amount of 7.22% Senior Notes due
      2016

              
	 	 
	
                7.

              	
                $25
      million aggregate principal amount of 7.20% Senior Notes due
      2016

              
	 	 
	
                8.

              	
                $50
      million aggregate principal amount of fixed (7.772%)-to-floating rate
      Senior Notes due 2017

              
	 	 
	
                9.

              	
                $37.5
      million aggregate principal amount of fixed (8.1275%)-to-floating rate
      Senior Notes due 2017

              
	 	 
	
                10.

              	
                $39.019
      million aggregate principal amount of 11.75% Convertible Senior Notes due
      2027

              


      

      


       

      Schedule
B-1