Exhibit 14c
SECOND AMENDMENT
TO
AMENDED AND RESTATED PARENT
GUARANTY AND INDEMNITY
THIS SECOND
AMENDMENT TO AMENDED AND RESTATED PARENT GUARANTY AND INDEMNITY
dated as of December 31, 2008 (this “ Agreement
”), by and among:
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ANTHRACITE
CAPITAL, INC., a Maryland corporation (“ Guarantor
”);
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MORGAN STANLEY
MORTGAGE SERVICING LTD. (“ Security Trustee ”),
as security trustee under the Loan Agreement (hereinafter defined);
and
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MORGAN STANLEY
PRINCIPAL FUNDING, INC., a Delaware corporation (“
Agent ”).
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RECITALS
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WHEREAS, AHR
Capital MS Limited, a company incorporated in the Republic of
Ireland with Company Number 411989 (“ Borrower
”), Security Trustee, Agent and the other parties thereto are
party to that certain Second Amended and Restated Multicurrency
Revolving Facility Agreement dated as of February 15, 2008 (the
“ Existing Loan Agreement ”).
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WHEREAS,
pursuant to that certain Amended and Restated Parent Guaranty and
Indemnity dated as of February 15, 2008 (the “ Original
Guaranty ”), made by Guarantor in favor of Security
Trustee and Agent, Guarantor, among other things, guaranteed the
obligations of Borrower under the Loan Agreement.
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WHEREAS, the
Original Guaranty was amended pursuant to that certain First
Amendment to Amended and Restated Parent Guaranty and Indemnity
dated as of April 14, 2008 (the Original Guaranty as amended by the
First Amendment is referred to herein as the “ Existing
Guaranty ”), among Guarantor, Security Trustee and
Agent.
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WHEREAS,
pursuant to that certain Third Amended and Restated Multicurrency
Revolving Facility Agreement dated as of the date hereof, among
Borrower, Security Trustee, Agent and the other parties thereto (as
said agreement may be modified, amended or restated from time to
time, the “ Loan Agreement ”), the Existing Loan
Agreement was amended and restated.
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WHEREAS, it is
a condition to the effectiveness of the Loan Agreement that
Guarantor execute and deliver this Agreement for the benefit of the
Finance Parties and, as such, Guarantor desires to amend the
Existing Guaranty as set forth herein (as herein amended, the
“ Guaranty ”).
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NOW
THEREFORE , in
consideration of the mutual premises and mutual obligations set
forth herein and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Guarantor,
Security Trustee and Agent hereby agree as follows:
1.
Amendment . The Existing Guaranty is hereby amended as
follows:
1.1
Covenants of Guarantor .
a.
Section
9(h) of the Existing Guaranty is hereby deleted in its entirety and
the following substituted therefor:
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(h)
Maintenance Tangible Net Worth . On any date, Guarantor
shall not have a Tangible Net Worth less than the sum of Five
Hundred Fifty Million Dollars ($550,000,000) and seventy-five
percent (75%) of any equity offering proceeds accepted by Guarantor
from and after the date of this Agreement.
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b.
Section
9(i) of the Existing Guaranty is hereby deleted in its entirety and
the following substituted therefor:
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(i)
Maintenance of Ratio of Total Indebtedness to Tangible Net
Worth . Guarantor’s ratio of Total Indebtedness to
Tangible Net Worth shall not at any time be greater than
2.5:1.
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1.2
Additional or More Restrictive Covenants .
a.
By
adding the following as Section 9(q):
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(q) Guarantor
shall not make, modify, amend or supplement any covenant to any
other Person (i) that is more restrictive on Guarantor as those set
forth in Section 9 of this Guaranty; and/or (ii) that relate to
Guarantor’s assets, liabilities, income, net worth,
liquidity, profitability and/or with respect to ratios relating to
any of the foregoing and/or the occurrence of a material adverse
effect; unless Guarantor has notified Security Trustee and Agent
thereof and has executed an amendment to this Guaranty in a form
acceptable to Security Trustee and Agent
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