ex10-1.htm


    
      Exhibit 10.1

    
       
    

    
      
        

      

      
         
      

      
        AMENDMENT
        NO. 2 TO PARENT GUARANTY

      
         
      

      
        AMENDMENT
        NO. 2, dated as of January 25, 2008 (this “Second Amendment”),
        to the Parent Guaranty (as amended by Amendment No. 1, dated as of
        February 23, 2007, and as further amended, restated, supplemented or
        otherwise modified prior to the date hereof, the “Existing Guaranty”;
        as amended hereby and as further amended, restated, supplemented or
        otherwise modified and in effect from time to time, the “Guaranty”),
        dated as of March 17, 2006, executed by ANTHRACITE CAPITAL, INC. (“Anthracite”)
        as guarantor (the “Guarantor”)
        in favor of BANK OF AMERICA, N.A., as the lender (the “Lender”)
        under the Credit Agreement (as defined below).  Capitalized
        terms used but not otherwise defined herein shall have the meanings
        given to them in the Guaranty.

      
         
      

      
        RECITALS

      
         
      

      
        WHEREAS,
        the Guarantor is party to that certain Credit Agreement, dated as of
        March 17, 2006 (as amended, supplemented or otherwise modified prior to
        the date hereof, the “Credit Agreement”)
        among AHR Capital BofA Limited, a limited company organized under the
        laws of Ireland, as a borrower, Anthracite as the borrower agent, the
        other borrowers from time to time party thereto and the Lender;

      
         
      

      
        WHEREAS,
        as a condition to the Credit Agreement, the Guarantor has executed the
        Guaranty;

      
         
      

      
        WHEREAS,
        the Guarantor and the Lender desire to amend the Guaranty in the manner
        and on the terms set forth herein;

      
         
      

      
        NOW
        THEREFORE, the Guarantor and the Lender 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 Guaranty is hereby amended as follows:

      
         
      

      
        SECTION
        1. Amendment.  The
        Existing Guaranty is hereby amended by deleting Section 10(a) thereof in
        its entirety and substituting the following in lieu thereof:

      
         
      

      
        “(a)
        Maintenance of
        Tangible Net Worth.  Tangible Net Worth at the end of
        each fiscal quarter shall not be less than the sum of (i) $400,000,000,
        plus,
        (ii) an amount equal to 75% of any Equity Proceeds received by the
        Guarantor on or after July 20, 2007;”

      
         
      

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

      
         
      

      
        (a) the
        Lender shall have received this Second Amendment, executed and delivered
        by a duly authorized officer of the Guarantor and the Lender; and

      
         
      

      
        
          

          

        

        
           

          
            

          

        

        
          

          

        

      

      
         
      

      
        (b) each
        of the representations and warranties made and restated by the Guarantor
        pursuant to Section 3 of this Second 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
        Guarantor hereby represents and warrants to the Lender that (a) it is in
        compliance with all the terms and provisions set forth in the Loan
        Documents as amended hereby 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 9 of the
        Guaranty 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).

      
         
      

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

      
         
      

      
        SECTION
        5. Counterparts.  This
        Second 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 Second 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
        SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
        THE LAWS OF THE STATE OF NEW YORK.

      
         
      

      
        
          [SIGNATURES
          FOLLOW]

        
           
        

        
           
        

        
          
 
        

        
           
        

      

      
         
      

      
        
          

          

        

        
          
            - 2-

          
            

          

        

        
          

          

        

      

      
        
          

        

        
           
        

        
          

        

        
          
            

          

          
             
          

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

          
             
          

          
            

          

          
            	
                     
                  	
                     
                  	
                    
                      ANTHRACITE
                      CAPITAL, INC., a Maryland corporation, as Guarantor

                  
	
                     
                  	
                     
                  	
                     
                  	
                     
                  
	
                     
                  	
                     
                  	
                     
                  	
                     
                  
	
                     
                  	
                     
                  	
                    
                      By:

                  	
                    
                      /s/
                      Richard Shea

                  
	
                     
                  	
                     
                  	
                     
                  	
                    
                      Name:

                  	
                    
                      Richard
                      Shea

                  
	
                     
                  	
                     
                  	
                     
                  	
                    
                      Title:

                  	
                    
                      President
                      and Chief Operating Officer

                  
	
                     
                  	
                     
                  	
                     
                  	
                     
                  	
                     
                  


          

          
             
          

          
             
          

          
             
          

          
             
          

          
             
          

          
            
              

              

            

            
               

              
                

              

            

            
              

              

            

          

          
             
          

          
             
          

          
             
          

          
            

          

          
            	
                     
                  	
                     
                  	
                    
                      BANK OF AMERICA
                      N.A., as Lender

                  
	
                     
                  	
                     
                  	
                     
                  	
                     
                  
	
                     
                  	
                     
                  	
                     
                  	
                     
                  
	
                     
                  	
                     
                  	
                    
                      By:

                  	
                    
                      /s/
                      Peter Cookson

                  
	
                     
                  	
                     
                  	
                     
                  	
                    
                      Name:

                  	
                    
                      Peter
                      Cookson

                  
	
                     
                  	
                     
                  	
                     
                  	
                    
                      Title:

                  	
                    
                      Managing
                      Director