ANTHRACITE CAPITAL INC
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>y32020exv10w3.txt
<DESCRIPTION>AMENDED AND RESTATED ADMINISTRATION AGREEMENT
<TEXT>
<PAGE>
                                                                    EXHIBIT 10.3

                              AMENDED AND RESTATED
                            ADMINISTRATION AGREEMENT

         Administration Agreement dated as of March 15, 2007 (this "Agreement")
by and between BlackRock Financial Management, Inc. ("BFM"), a Delaware
corporation, and Anthracite Capital, Inc. (the "Company"), a Maryland
corporation.

         WHEREAS, the Company desires to retain BFM to furnish certain
administrative services to the Company, and BFM is willing to furnish such
services, on the terms and conditions hereinafter set forth. and

         WHEREAS, the Company and BFM have previously entered into an
Administration Agreement dated as of January 1, 1999, which the parties wish to
amend and restate, in all respects.

         NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, the parties hereto agree as follows:

         1.       APPOINTMENT OF BLACKROCK FINANCIAL MANAGEMENT, INC.

                  The Company hereby appoints BFM to provide certain
         administrative services with respect to the Company for the period and
         on the terms set forth in this Agreement. BFM accepts such appointment
         and agrees to render the services stated herein.

         2.       DELIVERY OF DOCUMENTS

                  The Company will promptly deliver to BFM upon request copies
         of each of the following documents and all future amendments and
         supplements, if any:

                  (a)      The Company's Articles of Incorporation and by-laws;

                  (b)      Certified copies of the resolutions of the Board of
                           Directors of the Company (the "Board") authorizing
                           (1) the company to enter into this Agreement and (2)
                           certain individuals on behalf of the Company to (a)
                           give instructions to BFM pursuant to this Agreement
                           and (b) sign checks and pay expenses; and

                  (c)      Such other certificates, documents or opinions which
                           BFM may, in its reasonable discretion, deem necessary
                           or appropriate in the proper performance of its
                           duties.



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         3.       REPRESENTATIONS AND WARRANTIES OF BLACKROCK FINANCIAL
                  MANAGEMENT, INC.

                  BFM represents and warrants to the Company that:

                  (a)      It is a Delaware corporation duly organized and
                           existing and in good standing under the laws of the
                           State of Delaware;

                  (b)      It has the corporate power and authority under
                           applicable laws and by its charter and by-laws to
                           enter into and perform this Agreement;

                  (c)      All requisite corporate proceedings have been taken
                           to authorize it to enter into and perform this
                           Agreement;

                  (d)      No legal or administrative proceedings have been
                           instituted or threatened which would impair BFM's
                           ability to perform its duties and obligations under
                           this Agreement; and

                  (e)      Its entrance into this Agreement shall not cause a
                           material breach or be in material conflict with any
                           other agreement or obligation of BFM or any law or
                           regulation applicable to it.

         4.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY

                  The Company represents and warrants to BFM that:

                  (a)      It is a Maryland corporation duly organized and
                           existing and in good standing under the laws of the
                           State of Maryland;

                  (b)      It has the corporate power and authority under
                           applicable laws and by its charter and by-laws to
                           enter into and perform this Agreement;

                  (c)      All requisite corporate proceedings have been taken
                           to authorize it to enter into and perform this
                           Agreement;

                  (d)      No legal or administrative proceedings have been
                           instituted or threatened which would impair the
                           Company's ability to perform its duties and
                           obligations under this Agreement;



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<PAGE>

                  (e)      Its entrance into this Agreement shall not cause a
                           material breach or be in material conflict with any
                           other agreement or obligation of the Company or any
                           law or regulation applicable to it; and

                  (f)      The Company is a publicly traded real estate
                           investment trust (a "REIT").

         5.       ADMINISTRATION SERVICES

                  BFM shall provide the following services, in each case,
         subject to the control, supervision and direction of the Company and
         the review and comment by the Company's auditors and legal counsel and
         in accordance with procedures which may be established from time to
         time between the Company and BFM:

                  (a)      Financial Reporting. With the assistance of the
                           Company's outside legal and tax counsel and
                           independent accountants (it being understood that the
                           fees and expenses of such counsel and independent
                           accountants are to be borne by the Company), BFM
                           shall prepare the Company's quarterly filings on Form
                           10-Q and annual filings on Form 10-K, including
                           preparation of the following financial statements for
                           inclusion in such filings: Comparative Balance
                           Sheets, Comparative Statement of Operations,
                           Statement of Cash Flows, Statement of Stockholder's
                           Equity, and Notes to the Financial Statements;

                  (b)      Audit Coordination.

                           (i)      Act as a liaison between the Company's
                                    independent accountants and State Street
                                    Bank Fund Accounting or such other person or
                                    persons as the Company may appoint as its
                                    accounting agent (the "Accounting Agent") to
                                    provide backup and answer questions with
                                    respect to information presented on the
                                    financial statements to the extent that the
                                    financial statements reflect information
                                    maintained by the Accounting Agent; and

                           (ii)     Coordinate conference calls with the
                                    Accounting Agent, BFM and the Company's
                                    independent accountants to address issues
                                    that arise during the audit process;



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                  (c)      Accounting Oversight.

                           (i)      Review monthly the trial balances and
                                    supporting documentation supplied by the
                                    Accounting Agent for reasonableness and
                                    report any unusual items to the Company;

                           (ii)     Review the accounting for trades with the
                                    Company's independent accountants and the
                                    Accounting Agent for determining the
                                    appropriate accounting treatment including
                                    valuation and income recognition policies;
                                    and

                           (iii)    Review monthly the pricing information and
                                    net asset value determinations for
                                    reasonableness;

                  (d)      Expenses.

                           (i)      Determine with the Company the budget on an
                                    annual basis;

                           (ii)     After the annual budget is approved,
                                    determine the daily accruals for fixed
                                    expenses;

                           (iii)    Review the budget every 4-6 weeks and
                                    recommend changes as necessary;

                           (iv)     Review Administrative services fees for
                                    conformance to this Agreement;

                           (v)      Due to the calculation methodology of the
                                    quarterly incentive fee and management fee,
                                    BFM will work with the Company for the
                                    annual budgeted amount and accrual of these
                                    expenses; and

                           (vi)     Ensure that all expense invoices are
                                    submitted for "proper approval" before
                                    processing them for payment.



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                  (e)      Officers. At the request and subject to the
                           supervision of the Board, permit and cause employees
                           of BFM to serve as officers of the Company and to
                           fulfill all of the responsibilities of such officers.

                  (f)      Other Administrative Services.

                           (i)      Contract, as necessary, with third parties
                                    for master servicing and special servicing
                                    of assets acquired by the Company;

                           (ii)     Communicate on behalf of the Company with
                                    the holders of the equity and debt
                                    securities of the Company as required to
                                    satisfy the reporting and other requirements
                                    of any governmental bodies or agencies and
                                    to maintain effective relations with such
                                    holders;

                           (iii)    Cause the Company to qualify to do business
                                    in all applicable jurisdictions;

                           (iv)     Cause the Company to retain qualified
                                    accountants and legal counsel to assist in
                                    developing appropriate accounting
                                    procedures, compliance procedures and
                                    testing systems and to conduct quarterly
                                    compliance reviews;

                           (v)      Assist the Company in complying with all
                                    regulatory requirements applicable to the
                                    Company in respect of its business
                                    activities, including preparing or causing
                                    to be prepared all financial statements
                                    required under applicable regulations and
                                    contractual undertakings and all reports and
                                    documents, if any, required under the
                                    Securities Exchange Act of 1934, as amended;

                           (vi)     Assist the Company in making all required
                                    tax filings and reports and maintaining its
                                    status as a REIT, including soliciting
                                    stockholders for required information to the
                                    extent provided in the Sections 856 through
                                    860 of the Internal Revenue Code of 1986, as
                                    amended;

                           (vii)    Use all reasonable efforts to cause the
                                    Company to comply with all applicable laws;



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                           (viii)   Perform such other services as may be
                                    required from time to time for investment
                                    and other activities relating to the assets
                                    of the Company as the Board shall reasonably
                                    request or BFM shall deem appropriate under
                                    the particular circumstances; and

                           (ix)     Provide such administrative services to the
                                    Company as may be agreed upon by BFM and the
                                    Board.

                  BFM shall provide the office facilities and the personnel
         required by it to perform the services contemplated herein.

         6.       FEES; EXPENSES; EXPENSE REIMBURSEMENT

                  BFM shall receive from the Company such compensation for BFM's
         services provided pursuant to this Agreement as may be agreed to from
         time to time in a written fee schedule approved by the parties and
         initially set forth in Schedule A to this Agreement. BFM's fees will be
         paid within ten business days after presentation of the bill. Upon the
         termination of this Agreement before the end of any month, the fee for
         the part of the month before such termination shall be prorated
         according to the proportion which such part bears to the full monthly
         period and shall be payable upon the date of termination of this
         Agreement. In addition, the Company shall reimburse BFM for its
         out-of-pocket costs incurred in connection with this Agreement.

                  The Company agrees promptly to reimburse BFM for any equipment
         and supplies specially ordered by or for the Company through BFM and
         for any other expenses not contemplated by this Agreement that BFM may
         incur on the Company's behalf at the Company's request or with the
         Company's consent.

                  The Company will bear all expenses that are incurred in its
         operation and not specifically assumed by BFM. Expenses to be borne by
         the Company include, but are not limited to: organizational expenses;
         cost of services of independent accountants and outside legal and tax
         counsel (including such counsel's review of the Company's registration
         statement, proxy materials, federal and state tax qualification as a
         real estate investment trust and other reports and materials prepared
         by BFM under this Agreement); cost of any services contracted for by
         the Company directly from parties other than BFM; cost of trading
         operations and brokerage fees, commissions and transfer taxes in
         connection with the purchase and sale of securities for the Company;
         investment advisory fees; taxes, insurance premiums and other fees and
         expenses applicable to its operation; costs incidental to any meetings
         of shareholders including, but not limited to, legal and accounting
         fees, proxy filing fees and the costs of preparation, printing and
         mailing of any proxy materials; costs incidental to Board meetings,
         including fees and expenses of Board members; the salary and expenses
         of any officer, director/trustee or employee of the Company; costs
         incidental to the preparation, printing and distribution of the
         Company's



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<PAGE>

         registration statements and any amendments thereto and shareholder
         reports; cost of typesetting and printing of prospectuses; cost of
         preparation and filing of the Company's tax returns, and all notices,
         registrations and amendments associated with applicable federal and
         state tax and securities laws; all applicable registration fees and
         filing fees required under federal and state securities laws; fidelity
         bond and directors' and officers' liability insurance; and cost of
         independent pricing services used in computing the Company's net asset
         value.

                  BFM is authorized to and may employ or associate with such
         person or persons as BFM may deem desirable to assist it in performing
         its duties under this Agreement; provided, however, that the
         compensation of such person or persons shall be paid by BFM and that
         BFM shall be as fully responsible for the acts or omissions of any such
         person or persons as it is for its own acts and omissions.

         7.       INSTRUCTIONS AND ADVICE

                  At any time, BFM may apply to any officer of the Company for
         instructions and may consult with its own legal counsel or outside
         counsel for the Company or the independent accountants for the Company
         at the expense of the Company, with respect to any matter arising in
         connection with the services to be performed by BFM under this
         Agreement. BFM shall not be liable, and shall be indemnified by the
         Company, for any action taken or omitted by it in good faith in
         reliance upon any such instructions or advice or upon any paper or
         document believed by it to be genuine and to have been signed by the
         proper person or persons. BFM shall not be held to have notice of any
         change of authority of any person until receipt of written notice
         thereof from the Company. Nothing in this paragraph shall be construed
         as imposing upon BFM any obligation to seek such instructions or
         advice, or to act in accordance with such advice when received.

         8.       LIMITATION OF LIABILITY AND INDEMNIFICATION

                  BFM shall be responsible for the performance of only such
         duties as are set forth in this Agreement and, except as otherwise
         provided under Section 6, shall have no responsibility for the actions
         or activities of any other party, including other service providers.
         BFM shall have no liability for any error of judgment or mistake of law
         or for any loss or damage resulting from the performance or
         nonperformance of its duties hereunder unless solely caused by or
         resulting from the gross negligence or willful misconduct of BFM, its
         officers or employees. BFM shall not be liable for any special,
         indirect, incidental, or consequential damages of any kind whatsoever
         (including, without limitation, attorneys' fees) under any provision of
         this Agreement or for any such damages arising out of any act or
         failure to act hereunder. In any event BFM's liability under this
         Agreement shall be limited to its administration fees paid hereunder
         during the preceding twelve months for any liability or loss suffered
         by the Company including, but not limited to, any liability relating to
         the Company's compliance with any federal or state tax or securities
         statue, regulation or ruling.



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<PAGE>

                  BFM shall not be responsible or liable for any failure or
         delay in performance of its obligations under this Agreement arising
         out of or caused, directly or indirectly, by circumstances beyond its
         control, including without limitation, work stoppage, power or other
         mechanical failure, computer virus, natural disaster, governmental
         action or communication disruption, nor shall any such failure or delay
         give the Company the right to terminate this Agreement.

                  The Company shall indemnify and hold BFM, its officers,
         directors and employees harmless from all loss, cost, damage and
         expense, including reasonable fees and expenses for counsel, incurred
         by BFM resulting from any claim, demand, action or suit in connection
         with BFM's acceptance of this Agreement, any action or omission by it
         in the performance of its duties hereunder, or as a result of acting
         upon any instructions reasonably believed by it to have been duly
         authorized by the Company, provided that this indemnification shall not
         apply to actions or omissions of BFM, its officers, directors or
         employees in cases of its or their own gross negligence or willful
         misconduct.

                  The Company will be entitled to participate at its own expense
         in the defense, or, if it so elects, to assume the defense of any suit
         brought to enforce any liability subject to the indemnification
         provided above. In the event the Company elects to assume the defense
         of any such suit and retain counsel, BFM or any of its affiliated
         persons, named as defendant or defendants in the suit, may retain
         additional counsel but shall bear the fees and expenses of such counsel
         unless (i) the Company shall have specifically authorized the retaining
         of such counsel or (ii) BFM shall have determined in good faith that
         the retention of such counsel is required as a result of a conflict of
         interest.

                  The indemnification contained herein shall survive the
         termination of this Agreement.

         9.       CONFIDENTIALITY

                  BFM agrees that, except as otherwise required by law or in
         connection with any required disclosure to a banking or other
         regulatory authority, it will keep confidential all records and
         information in its possession relating to the Company or its
         shareholders or shareholder accounts and will not disclose the same to
         any person except at the request or with the written consent of the
         Company.

         10.      COMPLIANCE WITH GOVERNMENTAL RULES AND REGULATIONS; RECORDS

                  The Company assumes full responsibility for complying with all
         securities, tax, commodities and other laws, rules and regulations
         applicable to it.



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<PAGE>

         11.      SERVICES NOT EXCLUSIVE

                  The services of BFM to the Company are not to be deemed
         exclusive, and BFM shall be free to render similar services to others.
         BFM shall be deemed to be an independent contractor and shall, unless
         otherwise expressly provided herein or authorized by the Company from
         time to time, have no authority to act or represent the Company in any
         way or otherwise be deemed an agent of the Company.

         12.      TERM, TERMINATION AND AMENDMENT

                  This Agreement shall become effective on March 15, 2007 and
         continue in effect thereafter with respect to the Company unless
         terminated in writing by either party with sixty (60) days' prior
         written notice given by either party to the other party. Upon
         termination of this Agreement, the Company shall pay to BFM such
         compensation and any reimbursable expenses as may be due under the
         terms hereof as of the date of such termination, including reasonable
         out-of-pocket expenses associated with such termination. This Agreement
         may be modified, or amended from time to time by mutual written
         agreement of the parties hereto.

         13.      NOTICES

                  Any notice or other communication authorized or required by
         this Agreement to be given to either party shall be in writing and
         deemed to have been given when delivered in person or by confirmed
         facsimile, or posted by certified mail, return receipt requested, to
         the following address (or such other address as a party may specify by
         written notice to the other): if to the Company; Anthracite Capital,
         Inc., 40 East 52nd Street New York, NY 10022, Attn: Richard M. Shea,
         fax: (212) 810-8784; if to BFM: BlackRock Financial Management, Inc.,
         40 East 52nd Street, New York, N.Y. 10022, Attn: Robert P. Connolly,
         fax: (212) 810-3744.

         14.      NON-ASSIGNABILITY

                  This Agreement shall not be assigned by either party hereto
         without the prior consent of the other party, except that BFM may
         assign this Agreement to a successor of all or a substantial portion of
         its business, or to a party controlling, controlled by or under common
         control with BFM.

         15.      SUCCESSORS

                  This Agreement shall be binding on and shall inure to the
         benefit of the Company and BFM and their respective successors and
         permitted assigns.

         16.      ENTIRE AGREEMENT

                  This Agreement contains the entire understanding between the
         parties hereto with respect to the subject matter hereof and supersedes
         all previous representations,



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         warranties or commitments regarding the services to be performed
         hereunder whether oral or in writing.

         17.      WAIVER

                  The failure of a party to insist upon strict adherence to any
         term of this Agreement on any occasion shall not be considered a waiver
         nor shall it deprive such party of the right thereafter to insist upon
         strict adherence to that term or any term of this Agreement. Any waiver
         must be in writing signed by the waiving party.

         18.      SEVERABILITY

                  If any provision of this Agreement is invalid or
         unenforceable, the balance of the Agreement shall remain in effect, and
         if any provision is inapplicable to any person or circumstance it shall
         nevertheless remain applicable to all other persons and circumstances.

         19.      GOVERNING LAW

                  This Agreement shall be construed and the provisions thereof
         interpreted under and in accordance with the laws of the State of New
         York for contracts to be performed entirely therein without reference
         to choice of law principles thereof.



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                  IN WITNESS WHEREOF, the parties hereto have caused this
         Agreement to be executed by their officers designated below as of the
         date first written above.

                                          ANTHRACITE CAPITAL, INC.

                                          By: /s/ Chris A. Milner
                                              ----------------------------------

                                          Name: Chris A. Milner

                                          Title: Chief Executive Officer

                                          BLACKROCK FINANCIAL MANAGEMENT, INC.

                                          By: /s/ Ralph D. Schlosstein
                                              ----------------------------------

                                          Name: Ralph D. Schlosstein

                                          Title: President





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                                   SCHEDULE A

                     [BLACK ROCK FINANCIAL MANAGEMENT, INC.

                           ADMINISTRATION FEE SCHEDULE

                                       FOR

                            ANTHRACITE CAPITAL, INC.]




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