exhibit10-1.htm


     

     

    Exhibit
10.1

     

     

    


      AMENDMENT
NO. 1 AND REAFFIRMATION AGREEMENT

       

      AMENDMENT
NO. 1 AND REAFFIRMATION AGREEMENT (this “Amendment”) dated as
of December 22, 2008 to CREDIT AGREEMENT (as amended, modified or supplemented
prior to the date hereof, the “Credit Agreement”),
dated as of March 7, 2008, between Anthracite Capital, Inc., as Borrower, and
BlackRock Holdco 2, Inc., as Lender.  All capitalized terms used but
not defined herein shall have the same meanings herein as in the Credit
Agreement.  The parties hereto hereby agree as follows:

       

      ARTICLE
I:  AMENDMENT

       

      Section 1.1.  Defined
Terms.  Section
1.1 is hereby amended such that the definitions set forth below which are also
set forth in the Credit Agreement are hereby amended and restated in their
entirety as set forth below.

       

      “Final Maturity Date”
means (a) March 5, 2010, (b) such later date to which the Final Maturity
Date has been extended pursuant to Section 2.2, or (c) such earlier date on
which the Loans shall become due and payable in accordance with the terms of
this Agreement, whether by acceleration or otherwise.

       

      “Margin” means (a)
prior to January 28, 2009, 2.50% per annum and (b) on January 28, 2009 and
thereafter, 3.50% per annum.

       

      ARTICLE
II:  CONDITIONS

       

      Section 2.1.  Conditions
to Effectiveness.  This Amendment shall become
effective as of the date hereof upon satisfaction of each of the following
conditions:

       

      (a)           Borrower’s execution and delivery to
Lender of this Amendment;
and

       

      (b)           Lender’s receipt of all invoiced and
unpaid fees and out-of-pocket expenses incurred in connection with this
Amendment, including, without limitation, the fees and disbursements of Lender’s
counsel.

       

      


      ARTICLE
III:  REAFFIRMATION;
REPRESENTATIONS AND WARRANTIES

       

      Section 3.1.  General.  Borrower hereby ratifies,
confirms and reaffirms in all respects all of its Obligations to Lender as
evidenced by the Credit Documents and all of its Obligations to Lender arising
under any other instrument or agreement creating, evidencing, or securing any of
its obligations to Lender.

       

      Section 3.2.  Representations
and Warranties.  Borrower hereby represents
and warrants to Lender that, after giving effect to this Amendment, (a) the
representations and warranties set forth in the Credit Documents are true and
correct in all material respects on and as of the date hereof, except to the
extent such representations and warranties expressly relate to an earlier date,
(b) no Default or Event of Default has occurred and is continuing, (c) this
Amendment has been duly authorized, executed and delivered by Borrower and
constitutes a legal, valid and binding obligation of Borrower, enforceable
against Borrower in accordance with its terms, and (d) no litigation has been
commenced against Borrower or any of its subsidiaries seeking to restrain or
enjoin (whether temporarily, preliminarily or permanently) the performance of
any action by Borrower required or contemplated by this Amendment, the Credit
Agreement or the Credit Documents, in each case as amended
hereby.

      
 

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IV:  MISCELLANEOUS

       

      Section 4.1.  No
Waiver.  Except
as otherwise provided herein, this Amendment shall not (a) constitute a
modification, acceptance or waiver with respect to any other term, provision or
condition of the Credit Agreement or any other instrument or agreement referred
to therein, or (b) except as contemplated hereunder, prejudice any right or
remedy that Lender may now have or may have in the future under or in connection
with the Credit Agreement or any other instrument or agreement referred to
therein and all obligations of Borrower and rights of Lender thereunder shall
remain in full force and effect.

       

      Section 4.2.  Amendment.  This Amendment is a Credit
Document.

       

      Section 4.3.  Successors
and Assigns.  The
provisions of this Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns, except that
Borrower may not assign or otherwise transfer any of its rights or Obligations
hereunder and any attempted assignment or transfer by Borrower shall be null and
void.

       

      Section 4.4.  Governing
Law.  This
Amendment shall be governed by and construed in accordance with the laws of the
State of New York.

       

      Section 4.5.  Headings.  Article and section
headings are for convenience of reference only, are not part of this Amendment
and shall not affect the construction of, or be taken into consideration in
interpreting, this Amendment.

       

      Section 4.6.   Counterparts.  This Amendment may be
executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract.  Delivery of an
executed counterpart of a signature page of this Amendment or of any other
Credit Document by telecopy shall be effective as delivery of a manually
executed counterpart of this Amendment or of such other Credit
Document.

       

      Section 4.7.  Severability.  The fact that any term or
provision of this Amendment is held invalid, illegal or unenforceable as to any
person in any situation in any jurisdiction shall not affect the validity,
enforceability or legality of the remaining terms or provisions hereof or the
validity, enforceability or legality of such offending term or provision in any
other situation, or jurisdiction or as applied to any
person.

       

      Section 4.8.  Extension
Fee.  The
Borrower agrees to pay to the Lender on or prior to December 30, 2008, an
extension fee in the amount of $150,000, which is fully earned by the Lender on
the date hereof and, once paid, is non-refundable.

       

      


      [Signature page
follows]

       


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


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

       

      


      
        	 
      	
                BORROWER:

              
	 
      	 
      	 
      
	 
      	
                ANTHRACITE
      CAPITAL, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/
      Richard Shea

              	 
      
	 
      	 
      	
                Name:

              	
                Richard
      Shea

              
	 
      	 
      	
                Title:

              	
                President
      & Chief Operating Officer

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                LENDER:

              
	 
      	 
      	 
      
	 
      	
                BLACKROCK
      HOLDCO 2, INC.

              
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                By

              	
                /s/
      Amy Engel

              	 
      
	 
      	 
      	
                Name:

              	
                Amy
      Engel

              
	 
      	 
      	
                Title:

              	
                Managing
      Director & Treasurer