ex10-2.htm


    Exhibit
10.2

     

    
      BLACKROCK
HOLDCO 2, INC.

      c/o
BlackRock Financial Management, Inc.

      40
East 52nd
Street

      New
York, NY  10022

       

      February
29, 2008

       

      Anthracite
Capital, Inc.

      c/o
BlackRock Financial Management, Inc.

      40
East 52nd
Street

      New
York, NY 10022

       

      Re:           Up to $60,000,000 Revolving
Credit Facility

       

      Gentlemen:

       

      This
letter (this “Fee
Letter”) sets forth certain fees payable by you in connection with the
financing proposed to be provided to you pursuant to that certain Commitment
Letter, dated as of the date hereof (the “Commitment Letter”),
between BlackRock Holdco 2, Inc. (“Lender”) and
you.  Capitalized terms used herein without definition have the
meanings ascribed to them in the Commitment Letter.

       

      By
accepting the Commitment Letter, you agree to pay the fees set forth below in
accordance with the terms of this Fee Letter and the Commitment
Letter.

       

      
        	
                Commitment
      Fee:

                 

              	
                In
      consideration of Lender issuing the Commitment Letter and reserving the
      funds for the Credit Facility, by signing below and signing the Commitment
      Letter, Borrower agrees to pay Lender a non-refundable commitment fee of
      $300,000 (the “Commitment
      Fee”) to be paid upon the earlier of the closing of the Credit
      Facility or Borrower failing to close if Lender is ready, willing and able
      to close the Credit Facility upon the terms and conditions of the
      Commitment Letter.  Notwithstanding the foregoing, the
      Commitment Fee shall not be payable if the Credit Facility fails to close
      due to events beyond the control of Borrower.

                 

              
	
                Unused
      Facility Fee:

                 

              	
                Borrower
      shall pay a fee on the unused portion of the Credit Facility of fifteen
      (15) basis points.  This fee shall be paid quarterly in
      arrears.

                 

              
	
                Extension
      Fee:

                 

              	
                Prior
      to the commencement of an extension period pursuant to the Commitment
      Letter, the Borrower shall pay an extension fee (the “Extension Fee”)
      equal to 0.25% of the Commitment Amount with respect to each extension
      period.

                 

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      The
fees payable pursuant to this Fee Letter shall be fully earned and
non-refundable when paid and shall be in addition to any fees referred to in the
Commitment Letter. Payment of the foregoing fees will not be subject to
counterclaim or set-off for, or be otherwise affected by, any claim or dispute
relating to any other matter.

       

      Your
agreement under this Fee Letter shall be legally binding upon and enforceable
against you and your successors and assigns, may be enforced by us and our
successors and assigns, and shall be enforceable without regard to any act,
event or circumstance except as expressly set forth herein. This Fee Letter is
an integral part of the Commitment Letter.

       

      This
Fee Letter is delivered to you upon the condition that, prior to your acceptance
of this Fee Letter, neither the existence of this Fee Letter nor any of its
contents shall be made publicly available except (i) as required by applicable
securities laws, (ii) as may be compelled to be disclosed in a judicial or
administrative proceeding or as otherwise required by law and (iii) on a
confidential and “need to know” basis, to your directors, officers, employees,
advisors (including accountants and legal counsel) and agents.

       

      Each
party hereto irrevocably waives all right to trial by jury in any action,
proceeding or counterclaim (whether based on contract, tort or otherwise)
arising out of or relating to this Fee Letter or the transactions contemplated
hereby or the actions of the parties hereto or any of their affiliates in the
negotiation, performance or enforcement of this Fee Letter.

       

      This
Fee Letter shall be governed by and construed in accordance with the law of the
State of New York.

       

      This
Fee Letter may be executed in any number of counterparts, each of which shall be
an original and all of which, when taken together, shall constitute one
agreement

       

      [signature
page follows]

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

       

      
        	 
      	 
      	
                Very
      truly yours,

              	 
      
	 	 	 
	 
      	 
      	
                BLACKROCK
      HOLDCO 2, INC.

              
	 
      	 
      	 
      	 
      
	 	 	 	 
	 
      	 
      	
                By:

              	
                /s/
      Ann Marie Petach

              	 
      
	 
      	 
      	
                Name:

              	
                Ann
      Marie Petach

              
	 
      	 
      	
                Title:

              	
                Managing
      Director

              


      

       

      Accepted
and agreed this

      29th
day of February, 2008

       

       

      ANTHRACITE
CAPITAL, INC.

       

       

      
        	
                By:

              	
                /s/
      James J. Lillis

              	 
      
	
                Name:

              	
                James
      J. Lillis

              	 
      
	
                Title:

              	
                Chief
      Financial Officer