**Exhibit
      4.2**














**INDENTURE**




**between**




**ANTHRACITE
      CAPITAL, INC.**






**and**




**WELLS
      FARGO BANK, N.A.** ,




**as
      Trustee**




__________________





Dated
      as
      of October 17, 2006





__________________
















TABLE
        OF CONTENTS
   PageARTICLE
                    I
                DEFINITIONS
                    AND OTHER PROVISIONS OF GENERAL APPLICATION
                2Section
                    1.1
                Definitions.
                2Section
                    1.2
                Compliance
                    Certificate and Opinions.
                12Section
                    1.3
                Forms
                    of Documents Delivered to Trustee.
                13Section
                    1.4
                Acts
                    of Holders.
                14Section
                    1.5
                Notices,
                    Etc. to Trustee and Company.
                16Section
                    1.6
                Notice
                    to Holders; Waiver.
                17Section
                    1.7
                Effect
                    of Headings and Table of Contents.
                17Section
                    1.8
                Successors
                    and Assigns.
                17Section
                    1.9
                Separability.
                17Section
                    1.10
                Benefits
                    of Indenture.
                18Section
                    1.11
                Governing
                    Law.
                18Section
                    1.12
                Submission
                    to Jurisdiction.
                18Section
                    1.13
                Non-Business
                    Days.
                18Section
                    1.14
                Counterparts.
                19ARTICLE
                    II
                SENIOR
                    NOTE FORMS
                19Section
                    2.1
                Form
                    of Senior Note.
                19Section
                    2.2
                Restrictive
                    Legend.
                25Section
                    2.3
                Form
                    of Trustee’s Certificate of Authentication.
                27Section
                    2.4
                Temporary
                    Senior Notes.
                28Section
                    2.5
                Definitive
                    Senior Notes.
                28ARTICLE
                    III
                THE
                    SENIOR NOTES
                29Section
                    3.1
                Payment
                    of Principal and Interest.
                29Section
                    3.2
                Denominations.
                32Section
                    3.3
                Execution,
                    Authentication, Delivery and Dating.
                32Section
                    3.4
                Global
                    Senior Notes.
                33Section
                    3.5
                Registration,
                    Transfer and Exchange Generally.
                36Section
                    3.6
                Mutilated,
                    Destroyed, Lost and Stolen Senior Notes.
                37Section
                    3.7
                Persons
                    Deemed Owners.
                38Section
                    3.8
                Cancellation.
                39
  
  Section
                    3.9
                Agreed
                    Tax Treatment.
                39Section
                    3.10
                CUSIP
                    Numbers.
                39ARTICLE
                    IV
                SATISFACTION
                    AND DISCHARGE
                40Section
                    4.1
                Satisfaction
                    and Discharge of Indenture.
                40Section
                    4.2
                Application
                    of Trust Money.
                41ARTICLE
                    V
                REMEDIES
                42Section
                    5.1
                Events
                    of Default.
                42Section
                    5.2
                Acceleration
                    of Maturity; Rescission and Annulment.
                43Section
                    5.3
                Collection
                    of Indebtedness and Suits for Enforcement by Trustee.
                44Section
                    5.4
                Trustee
                    May File Proofs of Claim.
                45Section
                    5.5
                Trustee
                    May Enforce Claim Without Possession of Senior Notes.
                45Section
                    5.6
                Application
                    of Money Collected.
                45Section
                    5.7
                Limitation
                    on Suits.
                46Section
                    5.8
                Unconditional
                    Right of Holders to Receive Principal, Premium, if any, and
                    Interest.
                47Section
                    5.9
                Restoration
                    of Rights and Remedies.
                47Section
                    5.10
                Rights
                    and Remedies Cumulative.
                47Section
                    5.11
                Delay
                    or Omission Not Waiver.
                47Section
                    5.12
                Control
                    by Holders.
                48Section
                    5.13
                Waiver
                    of Past Defaults.
                48Section
                    5.14
                Undertaking
                    for Costs.
                49Section
                    5.15
                Waiver
                    of Usury, Stay or Extension Laws.
                49ARTICLE
                    VI
                THE
                    TRUSTEE
                50Section
                    6.1
                Corporate
                    Trustee Required.
                50Section
                    6.2
                Certain
                    Duties and Responsibilities.
                50Section
                    6.3
                Notice
                    of Defaults.
                52Section
                    6.4
                Certain
                    Rights of Trustee.
                52Section
                    6.5
                May
                    Hold Senior Notes.
                54Section
                    6.6
                Compensation;
                    Reimbursement; Indemnity.
                55Section
                    6.7
                Resignation
                    and Removal; Appointment of Successor.
                56Section
                    6.8
                Acceptance
                    of Appointment by Successor.
                57
  ii
  Section
                    6.9
                Merger,
                    Conversion, Consolidation or Succession to Business.
                57Section
                    6.10
                Not
                    Responsible for Recitals or Issuance of Senior Notes.
                58Section
                    6.11
                Appointment
                    of Authenticating Agent.
                58ARTICLE
                    VII
                HOLDER’S
                    LISTS AND REPORTS BY COMPANY
                60Section
                    7.1
                Company
                    to Furnish Trustee Names and Addresses of Holders.
                60Section
                    7.2
                Preservation
                    of Information, Communications to Holders.
                60Section
                    7.3
                Reports
                    by Company.
                61ARTICLE
                    VIII
                CONSOLIDATION,
                    MERGER, CONVEYANCE, TRANSFER OR LEASE
                62Section
                    8.1
                Company
                    May Consolidate, Etc., Only on Certain Terms.
                62Section
                    8.2
                Successor
                    Company Substituted.
                63ARTICLE
                    IX
                SUPPLEMENTAL
                    INDENTURES
                64Section
                    9.1
                Supplemental
                    Indentures without Consent of Holders.
                64Section
                    9.2
                Supplemental
                    Indentures with Consent of Holders.
                65Section
                    9.3
                Execution
                    of Supplemental Indentures.
                66Section
                    9.4
                Effect
                    of Supplemental Indentures.
                66Section
                    9.5
                Reference
                    in Senior Notes to Supplemental Indentures.
                66ARTICLE
                    X
                COVENANTS
                67Section
                    10.1
                Payment
                    of Principal, Premium, if any, and Interest.
                67Section
                    10.2
                Money
                    for Senior Note Payments to be Held in Trust.
                67Section
                    10.3
                Statement
                    as to Compliance.
                68Section
                    10.4
                [Reserved].
                69Section
                    10.5
                Additional
                    Covenants.
                69Section
                    10.6
                Waiver
                    of Covenants.
                70Section
                    10.7
                Treatment
                    of Senior Notes.
                71ARTICLE
                    XI
                REDEMPTION
                    OF SENIOR NOTES
                71Section
                    11.1
                Optional
                    Redemption and Mandatory Redemption.
                71Section
                    11.2
                [Reserved].
                71Section
                    11.3
                Election
                    to Redeem; Notice to Trustee.
                71Section
                    11.4
                Selection
                    of Senior Notes to be Redeemed.
                72Section
                    11.5
                Notice
                    of Redemption.
                72
  iii
  Section
                    11.6
                Deposit
                    of Optional Redemption Price.
                73Section
                    11.7
                Payment
                    of Senior Notes Called for Redemption.
                74ARTICLE
                    XII
                DEFEASANCE
                74Section
                    12.1
                Defeasance
                    and Discharge.
                74Section
                    12.2
                Conditions
                    to Defeasance.
                75Section
                    12.3
                Deposited
                    Money and U.S. Government Obligations to be Held in Trust; Other
                    Miscellaneous Provisions.
                76Section
                    12.4
                Reinstatement.
                76
 
 
  EXHIBITS
  Exhibit
        A  -  Form
        of
        Officer’s Financial Certificate pursuant to Section
        7.3(b)
 
 Exhibit
        B  -  Form
        of
        Officer’s Certificate pursuant to Section
        10.3
 
 iv






INDENTURE





This
      INDENTURE, dated as of October 17, 2006, is between ANTHRACITE CAPITAL, INC.,
      a
      Maryland corporation (the “ Company ”),
      and WELLS
      FARGO BANK, N.A. ,
      as
      Trustee (in such capacity, the “ Trustee ”).




RECITALS
      OF THE COMPANY




WHEREAS, the
      Company has duly authorized the execution and delivery of this Indenture to
      provide for the issuance of its unsecured senior notes (the “ Senior
      Notes ”),
      and
      to provide the terms and conditions upon which the Senior Notes are to be
      authenticated, issued and delivered; and




WHEREAS, all
      things necessary to make this Indenture a valid agreement of the Company, in
      accordance with its terms, have been done.




NOW,
      THEREFORE, THIS INDENTURE WITNESSETH:




For
      and
      in consideration of the premises and the purchase of the Senior Notes by the
      Holders (as hereinafter defined) thereof, it is mutually covenanted and agreed,
      for the equal and proportionate benefit of all Holders of the Senior Notes,
      as
      follows:




ARTICLE
      I




DEFINITIONS
      AND OTHER PROVISIONS OF GENERAL APPLICATION




Section
      1.1  Definitions.




For
      all
      purposes of this Indenture, except as otherwise expressly provided or unless
      the
      context otherwise requires:




(a)  the
      terms
      defined in this Article
      I have the
      meanings assigned to them in this Article
      I ;




(b)  the
      words
“include,” “includes” and “including” shall be deemed to be followed by the
      phrase “without limitation”;




(c)  all
      accounting terms used but not defined herein have the meanings assigned to
      them
      in accordance with GAAP;




(d)  unless
      the context otherwise requires, any reference to an “Article,” a “Section,” a
“Schedule” or an “Exhibit” refers to an Article, a Section, a Schedule or an
      Exhibit, as the case may be, of or to this Indenture;




(e)  the
      words
“hereby,” “herein,” “hereof” and “hereunder” and other words of similar import
      refer to this Indenture as a whole and not to any particular Article, Section
      or
      other subdivision;







(f)  a
      reference to the singular includes the plural and *vice
      versa* ;
      and




(g)  the
      masculine, feminine or neuter genders used herein shall include the masculine,
      feminine and neuter genders.




“ Act ”
when
      used with respect to any Holder, has the meaning specified in Section
      1.4(a) .




“ Additional
      Interest ”
means
      the interest, if any, that shall accrue on any amounts payable on the Senior
      Notes, the payment of which has not been made on the applicable Interest Payment
      Date and which shall accrue at the rate per annum specified or determined as
      specified in such Senior Note, in each case to the extent legally
      enforceable.




“ Affiliate ”
of
      any
      specified Person means any other Person directly or indirectly controlling
      or
      controlled by or under direct or indirect common control with such specified
      Person. For the purposes of this definition, “ control ,”
when
      used with respect to any specified Person, means the power to direct the
      management and policies of such Person, directly or indirectly, whether through
      the ownership of voting securities, by contract or otherwise; and the terms
      “ controlling ”
and
      “ controlled ”
have
      meanings correlative to the foregoing.




“ Applicable
      Depositary Procedures ”
means,
      with respect to any transfer or transaction involving a Global Senior Note
      or
      beneficial interest therein, the rules and procedures of the Depositary for
      such
      Senior Note, in each case to the extent applicable to such transaction and
      as in
      effect from time to time.




“ Authenticating
      Agent ”
means
      any Person authorized by the Trustee pursuant to Section
      6.11 to act
      on behalf of the Trustee to authenticate the Senior Notes.




“ Board
      of Directors ”
means
      the board of directors of the Company or any duly authorized committee of that
      board.




“ Board
      Resolution ”
means
      a
      copy of a resolution certified by the Secretary or an Assistant Secretary of
      the
      Company to have been duly adopted by the Board of Directors and to be in full
      force and effect on the date of such certification.




“ Business
      Day ”
means
      any day other than (i) a Saturday or Sunday, (ii) a day on which banking
      institutions in the City of New York are authorized or required by law or
      executive order to remain closed or (iii) a day on which the Corporate Trust
      Office of the Trustee is closed for business.




“ Change
      of Control ”
means
      (i) **** any
      person (as such term is used in Sections 13(d) and 14(d) of the Exchange Act ),
      including a “group” as defined in Section 13(d)(3) of the Exchange Act (but
      excluding a director or other fiduciary holding securities under an employee
      benefit plan of the Company), becomes the beneficial owner of Equity Interests
      of the Company having at least fifty percent (50%) of the total number of votes
      that may be cast for the election of directors of the Company; or (ii) the
      merger or other business combination of the Company, sale of all or
      substantially all of the Company’s assets or combination of the foregoing
      transactions (a “ Transaction ”),
      other
      than a Transaction immediately following which the shareholders of the Company
      immediately prior to the Transaction continue to have a majority of the voting
      power in the resulting entity (excluding for this purpose any shareholder owning
      directly or indirectly more than ten percent (10%) of the shares of the other
      company involved in the Transaction).




3


“ Change
      of Control Election ”
has
      the
      meaning specified in Section
      10.5(b) .




“ Change
      of Control Notice ”
has
      the
      meaning specified in Section
      10.5(b) .




“ Closing
      Date ”
means
      the date specified in the Purchase Agreement for the offer and sale of the
      Senior Notes issued pursuant to this Indenture.




“ Code ”
means
      the Internal Revenue Code of 1986 or any successor statute thereto, in each
      case
      as amended from time to time.




“ Commission ”
has
      the
      meaning specified in Section
      7.3(c) .




“ Company ”
means
      the Person named as the “Company” in the first paragraph of this Indenture until
      a successor Person shall have become such pursuant to the applicable provisions
      of this Indenture, and thereafter “Company” shall mean such successor
      Person.




“ Company
      Request ”
and
      “ Company
      Order ”
mean,
      respectively, the written request or order signed in the name of the Company
      by
      its Chairman of the Board of Directors, its Vice Chairman of the Board of
      Directors, its Chief Executive Officer, President or a Vice President, and
      by
      its Chief Financial Officer, its Treasurer, an Assistant Treasurer, its
      Secretary or an Assistant Secretary, and delivered to the Trustee.




“ Consolidated
      Tangible Net Worth ”
means
      (i) the consolidated net worth of the Company and its consolidated subsidiaries
      calculated in accordance with GAAP as in effect on the date of determination
      minus (ii) the consolidated intangibles of the Company and its consolidated
      subsidiaries including, without limitation, goodwill, trademarks, trade names,
      copyrights, patents, patent applications, licenses, and rights in any of the
      foregoing and other items treated as intangibles in accordance with GAAP as
      in
      effect on the date hereof.




“ Corporate
      Trust Office ”
means
      the principal office of the Trustee at which at any particular time its
      corporate trust business shall be administered, which office at the date of
      this
      Indenture is located at 919
      North
      Market Street, Suite 700, Wilmington, Delaware 19801, Attn: Corporate Trust
      Department—Anthracite Capital, Inc. .




“ Debt ”
means,
      with respect to any Person, whether recourse is to all or a portion of the
      assets of such Person, whether currently existing or hereafter incurred and
      whether or not contingent and without duplication, (i) every obligation of
      such
      Person for money borrowed; (ii) every obligation of such Person evidenced by
      bonds, debentures, notes or other similar instruments, including obligations
      incurred in connection with the acquisition of property, assets or businesses;
      (iii) every reimbursement obligation of such Person with respect to letters
      of
      credit, bankers’ acceptances or similar facilities issued for the account of such Person; (iv) every obligation of
      such
      Person issued or assumed as the deferred purchase price of property or services
      (but excluding trade accounts payable or other accrued liabilities arising
      in
      the ordinary course of business); (v) every capital lease obligation of such
      Person; (vi) all indebtedness of such Person, whether incurred on or prior
      to
      the date of this Indenture or thereafter incurred, for claims in respect of
      derivative products, including interest rate, foreign exchange rate and
      commodity forward contracts, options and swaps and similar arrangements; (vii)
      every obligation of the type referred to in clauses (i) through (vi) of another
      Person and all dividends of another Person the payment of which, in either
      case,
      such Person has guaranteed or is responsible or liable for, directly or
      indirectly, as obligor or otherwise; and (viii) any renewals, extensions,
      refundings, amendments or modifications of any obligation of the types referred
      to in clauses (i) through (vii).




4


“ Defaulted
      Interest ”
has
      the
      meaning specified in Section
      3.1(c) .




“ Defeasance ”
has
      the
      meaning specified in Section
      12.1 .




“ Definitive
      Senior Note Certificates ”
means
      Senior Notes issued in certificated fully registered form that are not Global
      Senior Notes.




“ Depositary ”
means
      an organization registered as a clearing agency under the Exchange Act that
      is
      designated as Depositary by the Company or any successor thereto. DTC will
      be
      the initial Depositary.




“ Depositary
      Participant ”
means
      a
      broker, dealer, bank, other financial institution or other Person for whom
      from
      time to time a Depositary effects book-entry transfers and pledges of securities
      deposited with the Depositary.




“ Dollar ”
or
      “ $ ”
means
      the currency of the United States of America that, as at the time of payment,
      is
      legal tender for the payment of public and private debts.




“ DTC ”
means
      The Depository Trust Company, a New York corporation, or any successor
      thereto.




“ EDGAR ”
has
      the
      meaning specified in Section
      7.3(c) .




“ Electing
      Senior Notes ”
shall
      mean the Outstanding
      Senior Notes making a Change of Control Election.




“ Equity
      Interests ”
means
      (a) the partnership interests (both common and preferred partnership interests)
      in a partnership (whether a general or limited partnership), (b) the membership
      interests in a limited liability company (both common and preferred membership
      interests) and (c) the shares or stock interest (both common stock and preferred
      stock) in a corporation.




“ ERISA ”
means
      the Employee Retirement Income Security Act of 1974 or any successor statute
      thereto, in each case as amended from time to time.




“ Event
      of Default ”
has
      the
      meaning specified in Section
      5.1 .




“ Exchange
      Act ”
means
      the Securities Exchange Act of 1934 or any successor statute thereto, in each
      case as amended from time to time.




5


“ Expiration
      Date ”
has
      the
      meaning specified in Section
      1.4(h) .




“ GAAP ”
means
      United States generally accepted accounting principles, consistently applied,
      from time to time in effect.




“ Global
      Senior Note ”
means
      a
      Senior Note that evidences all or part of the Senior Notes, the ownership and
      transfers of which shall be made through book entries by a
      Depositary.




“ Government
      Obligation ”
means
      (a) any security that is (i) a direct obligation of the United States of America
      of which the full faith and credit of the United States of America is pledged
      or
      (ii) an obligation of a Person controlled or supervised by and acting as an
      agency or instrumentality of the United States of America or the payment of
      which is unconditionally guaranteed as a full faith and credit obligation by
      the
      United States of America, which, in either case of clause (i) or (ii), is not
      callable or redeemable at the option of the issuer thereof, and (b) any
      depositary receipt issued by a “bank” (as defined in Section 3(a)(2) of the
      Securities Act) as custodian with respect to any Government Obligation that
      is
      specified in clause (a) above and held by such bank for the account of the
      holder of such depositary receipt, or with respect to any specific payment
      of
      principal of or interest on any Government Obligation that is so specified
      and
      held; provided ,
      that
      (except as required by law) such custodian is not authorized to make any
      deduction from the amount payable to the holder of such depositary receipt
      from
      any amount received by the custodian in respect of the Government Obligation
      or
      the specific payment of principal or interest evidenced by such depositary
      receipt.




“ Holder ”
means
      a
      Person in whose name a Senior Note is registered in the Securities
      Register.




“ Indenture ”
means
      this Indenture as originally executed or as it may from time to time be amended
      or supplemented by one or more amendments or indentures supplemental hereto
      entered into pursuant to the applicable provisions hereof.




“ Interest
      Payment Date ”
means
      March 30, June 30, September 30 and December 30 of each year, commencing on
      December 30, 2006, during the term of this Indenture.




“ Investment
      Company Act ”
means
      the Investment Company Act of 1940 or any successor statute thereto, in each
      case as amended from time to time.




“ Maturity ,”
when
      used with respect to any Senior Note, means the date on which the principal
      of
      such Senior Note or any installment of principal becomes due and payable as
      therein or herein provided, whether at the Stated Maturity or by declaration
      of
      acceleration, call for redemption or otherwise.




“ Notice
      of Default ”
means
      a
      written notice of the kind specified in Section
      5.1(c) .




“ Officers’
      Certificate ”
means
      a
      certificate signed by the Chairman of the Board, a Vice Chairman of the Board,
      the Chief Executive Officer, the President or a Vice President, and by the
      Chief
      Financial Officer, the Treasurer, an Assistant Treasurer, the Secretary or
      an
      Assistant Secretary, of the Company and delivered to the Trustee.




6


“ Operative
      Documents ”
means
      the Purchase Agreement, this Indenture and the Senior Notes.




“ Opinion
      of Counsel ”
means
      a
      written opinion of counsel, who may be counsel for or an employee of the Company
      or any Affiliate of the Company.




“ Optional
      Redemption Price ”
means
      (i) prior to December 30, 2012, the sum of the present values, discounted to
      the
      date fixed as the Redemption Date on a semi-annual basis (assuming a 360-day
      year consisting of twelve thirty (30) day months), at a rate equal to the sum
      of
      the applicable Treasury Rate plus fifty (50) basis points, of (A) the
      outstanding principal amount of the Senior Notes and (B) the interest payments
      which would become due after such Redemption Date but for such redemption until
      the Stated Maturity and (ii) on or after December 30, 2012, the lesser of (A)
      the amount calculated pursuant to clause (i) of this definition and (B) the
      following dollar price values for each $1,000 of principal amount of Senior
      Notes:




from
      December 30, 2012 to December 29, 2013, $1040;




from
      December 30, 2013 to December 29, 2014, $1030;




from
      December 30, 2014 to December 29, 2015, $1020;




from
      December 30, 2015 to December 29, 2016, $1010;




together,
      in the case of both clauses (i) and (ii), with accrued and unpaid interest,
      including any Additional Interest, to but excluding the date fixed as the
      Redemption Date.




“ Original
      Issue Date ”
means
      the date of original issuance of each Senior Note.




“ Outstanding ”
means,
      when used in reference to any Senior Notes, as of the date of determination,
      all
      Senior Notes theretofore authenticated and delivered under this Indenture,
      except:




(i)
      Senior Notes theretofore canceled by the Trustee or delivered to the Trustee
      for
      cancellation;




(ii)
      Senior Notes for whose payment or redemption money in the necessary amount
      has
      been theretofore deposited with the Trustee or any Paying Agent (other than
      the
      Company) in trust or set aside and segregated in trust by the Company (if the
      Company and/or its Affiliate shall act as its own Paying Agent) for the Holders
      of such Senior Notes; provided ,
      that if
      the Company is acting as Paying Agent, Senior Notes for which payment or
      redemption money has been so deposited in trust with the Paying Agent shall
      be
      considered to remain Outstanding until such time as such payment or redemption
      money has actually been paid in full to the Holders of such Senior Notes; and provided , further ,
      that,
      if such Senior Notes are to be redeemed, notice of such redemption has been
      duly
      given pursuant to this Indenture or provision therefor satisfactory to the
      Trustee has been made; and




7


(iii)
      Senior Notes that have been paid or in substitution for or in lieu of which
      other Senior Notes have been authenticated and delivered pursuant to the
      provisions of this Indenture, unless proof satisfactory to the Trustee is
      presented that any such Senior Notes are held by Holders in whose hands such
      Senior Notes are valid, binding and legal obligations of the
      Company;




provided ,
      that in
      determining whether the Holders of the requisite principal amount of Outstanding
      Senior Notes have given any request, demand, authorization, direction, notice,
      consent or waiver hereunder, Senior Notes owned by the Company or any other
      obligor upon the Senior Notes or any Affiliate of the Company or such other
      obligor shall be disregarded and deemed not to be Outstanding unless the Company
      shall hold all Outstanding Senior Notes, except that, in determining whether
      the
      Trustee shall be protected in relying upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Senior Notes that
      a
      Responsible Officer of the Trustee actually knows to be so owned shall be so
      disregarded. Senior Notes so owned that have been pledged in good faith may
      be
      regarded as Outstanding if the pledgee establishes to the satisfaction of the
      Trustee the pledgee’s right so to act with respect to such Senior Notes and that
      the pledgee is not the Company or any other obligor upon the Senior Notes or
      any
      Affiliate of the Company or such other obligor.




“ Paying
      Agent ”
means
      the Trustee or any Person authorized by the Company to pay the principal of or
      any premium or interest on, or other amounts in respect of, any Senior Notes
      on
      behalf of the Company.




“ Person ”
means
      a
      legal person, including any individual, corporation, estate, partnership
      (general or limited), joint venture, association, joint stock company, company,
      limited liability company, trust, unincorporated association or government,
      or
      any agency or political subdivision thereof, or any other entity of whatever
      nature.




“ Place
      of Payment ”
means,
      with respect to the Senior Notes, the Corporate Trust Office of the Trustee.




“ Predecessor
      Senior Note ”
of
      any
      particular Senior Note means every previous Senior Note evidencing all or a
      portion of the same debt as that evidenced by such particular Senior Note.
      For
      the purposes of this definition, any security authenticated and delivered under Section
      3.6 in lieu
      of a mutilated, destroyed, lost or stolen Senior Note shall be deemed to
      evidence the same debt as the mutilated, destroyed, lost or stolen Senior
      Note.




“ Purchase
      Agreement ”
means
      the Note Purchase Agreement, dated as of the date hereof, between the Company
      and the Purchaser.




“ Purchaser ”
means
      Merrill Lynch International, as purchaser of the Preferred Securities pursuant
      to the Purchase Agreement.




“ QIB ”
means
      a
“qualified institutional buyer” as defined in Rule 144A under the Securities
      Act.




“ Redemption
      Date ”
means,
      when used with respect to any Senior Note to be redeemed, the date fixed for
      such redemption by or pursuant to this Indenture.




8


“ Regular
      Record Date ”
for
      the
      interest payable on any Interest Payment Date with respect to the Senior Notes
      means the date that is fifteen (15) days preceding such Interest Payment Date
      (whether or not a Business Day).




“ Responsible
      Officer ”
means,
      when used with respect to the Trustee, the officer in the corporate trust
      department of the Trustee having direct responsibility for the administration
      of
      this Indenture.




“ Rights
      Plan ”
means
      a
      plan of the Company providing for the issuance by the Company to all holders
      of
      its common Equity Interests of rights entitling the holders thereof to subscribe
      for or purchase shares or units of any class or series of Equity Interests
      in
      the Company which rights (i) are deemed to be transferred with such Equity
      Interests and (ii) are also issued in respect of future issuances of such Equity
      Interests, in each case until the occurrence of a specified event or
      events.




“ Securities
      Act ”
means
      the Securities Act of 1933 or any successor statute thereto, in each case as
      amended from time to time.




“ Senior
      Note ”
or
      “ Senior
      Notes ”
shall
      have meanings specified in the first recital of this Indenture.




“ Senior
      Notes Certificate ”
means
      a
      certificate evidencing ownership of the Senior Notes, substantially in the
      form
      provided in Article
      II .




“ Securities
      Register ”
and
      “ Securities
      Registrar ”
have
      the respective meanings specified in Section
      3.5(a) .




“ Special
      Record Date ”
for
      the
      payment of any Defaulted Interest means a date fixed by the Trustee pursuant
      to Section
      3.1(c) .




“ Stated
      Maturity ”
means
      December 30, 2016.




“ Subordinate
      Debt ”
has
      the
      meaning specified in Section
      10.5(d) .




“ Subsidiary ”
means
      a
      Person more than fifty percent (50%) of the outstanding voting stock or other
      voting interests of which is owned, directly or indirectly, by the Company
      or by
      one or more other Subsidiaries, or by the Company and one or more other
      Subsidiaries. For purposes of this definition, “ voting
      stock ”
means
      stock that ordinarily has voting power for the election of directors, whether
      at
      all times or only so long as no senior class of stock has such voting power
      by
      reason of any contingency.




“ Trustee ”
means
      the Person named as the “Trustee” in the first paragraph of this Indenture,
      solely in its capacity as such and not in its individual capacity, until a
      successor Trustee shall have become such pursuant to the applicable provisions
      of this Indenture, and, thereafter, “Trustee” shall mean or include each Person
      who is then a Trustee hereunder.




“ Trust
      Indenture Act ”
means
      the Trust Indenture Act of 1939 or any successor statute thereto, in each case
      as amended from time to time.




9


Section
      1.2  Compliance
      Certificate and Opinions.




(a)  Upon
      any
      application or request by the Company to the Trustee to take any action under
      any provision of this Indenture, the Company shall, if requested by the Trustee,
      furnish to the Trustee an Officers’ Certificate stating that all conditions
      precedent (including covenants compliance with which constitutes a condition
      precedent), if any, provided for in this Indenture relating to the proposed
      action have been complied with and an Opinion of Counsel stating that in the
      opinion of such counsel all such conditions precedent (including covenants
      compliance with which constitutes a condition precedent), if any, have been
      complied with, except that, in the case of any application or request as to
      which the furnishing of such documents is specifically required by any provision
      of this Indenture relating to such particular application or request, no
      additional certificate or opinion need be furnished.




(b)  Every
      certificate or opinion with respect to compliance with a condition or covenant
      provided for in this Indenture (other than the certificate provided pursuant
      to Section
      10.3 )
      shall
      include:




(i)
      a
      statement by each individual signing such certificate or opinion that such
      individual has read such condition or covenant and the definitions herein
      relating thereto;




(ii)
      a
      brief statement as to the nature and scope of the examination or investigation
      upon which the statements or opinions of such individual contained in such
      certificate or opinion are based;




(iii)
      a
      statement that, in the opinion of such individual, he or she has made such
      examination or investigation as is necessary to enable him or her to express
      an
      informed opinion as to whether or not such condition or covenant has been
      complied with; and




(iv)
      a
      statement as to whether, in the opinion of such individual, such condition
      or
      covenant has been complied with.




Section
      1.3  Forms
      of Documents Delivered to Trustee.




(a)  In
      any
      case where several matters are required to be certified by, or covered by an
      opinion of, any specified Person, it is not necessary that all such matters
      be
      certified by, or covered by the opinion of, only one such Person, or that they
      be so certified or covered by only one document, but one such Person may certify
      or give an opinion with respect to some matters and one or more other such
      Persons as to other matters, and any such Person may certify or give an opinion
      as to such matters in one or several documents.




(b)  Any
      certificate or opinion of an officer of the Company may be based, insofar as
      it
      relates to legal matters, upon a certificate or opinion of, or representations
      by, counsel, unless such officer knows, or after reasonable inquiry should
      know,
      that the certificate or opinion or representations with respect to matters
      upon
      which his or her certificate or opinion is based are erroneous. Any such
      certificate or Opinion of Counsel may be based, insofar as it relates to factual
      matters, upon a certificate or opinion of, or representations by, an officer
      or
      officers of the Company stating that the information with respect to such
      factual matters is in the possession of the Company, unless such counsel knows,
      or after reasonable inquiry should know, that the certificate or opinion or
      representations with respect to such matters are erroneous.




10


(c)  Where
      any
      Person is required to make, give or execute two or more applications, requests,
      consents, certificates, statements, opinions or other instruments under this
      Indenture, they may, but need not, be consolidated and form one
      instrument.




(d)  Whenever,
      subsequent to the receipt by the Trustee of any Board Resolution, Officers’
Certificate, Opinion of Counsel or other document or instrument, a clerical,
      typographical or other inadvertent or unintentional error or omission shall
      be
      discovered therein, a new document or instrument may be substituted therefor
      in
      corrected form with the same force and effect as if originally received in
      the
      corrected form and, irrespective of the date or dates of the actual execution
      and/or delivery thereof, such substitute document or instrument shall be deemed
      to have been executed and/or delivered as of the date or dates required with
      respect to the document or instrument for which it is substituted. Without
      limiting the generality of the foregoing, any Senior Notes issued under the
      authority of such defective document or instrument shall nevertheless be the
      valid obligations of the Company entitled to the benefits of this Indenture
      equally and ratably with all other Outstanding Senior Notes.




Section
      1.4  Acts
      of Holders.




(a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Indenture to be given to or taken by Holders may be
      embodied in and evidenced by one or more instruments of substantially similar
      tenor signed by such Holders in person or by an agent thereof duly appointed
      in
      writing and, except as herein otherwise expressly provided, such action shall
      become effective when such instrument or instruments (including any appointment
      of an agent) is or are delivered to the Trustee and, where it is hereby
      expressly required, to the Company. Such instrument or instruments (and the
      action embodied therein and evidenced thereby) are herein sometimes referred
      to
      as the “ Act ”
of
      the
      Holders signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Indenture and conclusive in favor of the Trustee and the
      Company, if made in the manner provided in this Section
      1.4 .




(b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      any notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him or her the execution thereof. Where such execution is by
      a
      Person acting in other than his or her individual capacity, such certificate
      or
      affidavit shall also constitute sufficient proof of his or her authority. The
      fact and date of the execution by any Person of any such instrument or writing,
      or the authority of the Person executing the same, may also be proved in any
      other manner that the Trustee deems sufficient and in accordance with such
      reasonable rules as the Trustee may determine.




(c)  The
      ownership of Senior Notes shall be proved by the Securities
      Register.




(d)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by the Holder of any Senior Note shall bind every future Holder of the
      same Senior Note and the Holder of every Senior Note issued upon the
      registration of transfer thereof or in exchange therefor or in lieu thereof
      in
      respect of anything done or suffered to be done by the Trustee or the Company
      in
      reliance thereon, whether or not notation of such action is made upon such
      Senior Note.




11


(e)  Without
      limiting the foregoing, a Holder entitled to take any action hereunder with
      regard to any particular Senior Note may do so with regard to all or any part
      of
      the principal amount of such Senior Note or by one or more duly appointed agents
      each of which may do so pursuant to such appointment with regard to all or
      any
      part of such principal amount.




(f)  Except
      as
      set forth in paragraph (g) of this Section
      1.4 ,
      the
      Company may set any day as a record date for the purpose of determining the
      Holders of Outstanding Senior Notes entitled to give, make or take any request,
      demand, authorization, direction, notice, consent, waiver or other action
      provided or permitted by this Indenture to be given, made or taken by Holders
      of
      Senior Notes. If any record date is set pursuant to this paragraph, the Holders
      of Outstanding Senior Notes on such record date, and no other Holders, shall
      be
      entitled to take the relevant action, whether or not such Holders remain Holders
      after such record date; provided ,
      that no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date by Holders of the requisite principal amount of
      Outstanding Senior Notes on such record date. Nothing in this paragraph shall
      be
      construed to prevent the Company from setting a new record date for any action
      for which a record date has previously been set pursuant to this paragraph
      (whereupon the record date previously set shall automatically and with no action
      by any Person be canceled and of no effect). Promptly after any record date
      is
      set pursuant to this paragraph, the Company, at its own expense, shall cause
      notice of such record date, the proposed action by Holders and the applicable
      Expiration Date to be given to the Trustee in writing and to each Holder of
      Senior Notes in the manner set forth in Section
      1.6 .




(g)  The
      Trustee may set any day as a record date for the purpose of determining the
      Holders of Outstanding Senior Notes entitled to join in the giving or making
      of
      (i) any Notice of Default, (ii) any declaration of acceleration or rescission
      or
      annulment thereof referred to in Section
      5.2 ,
      (iii)
      any request to institute proceedings referred to in Section
      5.7(b) or (iv)
      any direction referred to in Section
      5.12 .
      If any
      record date is set pursuant to this paragraph, the Holders of Outstanding Senior
      Notes on such record date, and no other Holders, shall be entitled to join
      in
      such notice, declaration, request or direction, whether or not such Holders
      remain Holders after such record date; provided ,
      that no
      such action shall be effective hereunder unless taken on or prior to the
      applicable Expiration Date by Holders of the requisite principal amount of
      Outstanding Senior Notes on such record date. Nothing in this paragraph shall
      be
      construed to prevent the Trustee from setting a new record date for any action
      for which a record date has previously been set pursuant to this paragraph
      (whereupon the record date previously set shall automatically and with no action
      by any Person be canceled and of no effect). Promptly after any record date
      is
      set pursuant to this paragraph, the Trustee, at the Company’s expense, shall
      cause notice of such record date, the proposed action by Holders and the
      applicable Expiration Date to be given to the Company in writing and to each
      Holder of Senior Notes in the manner set forth in Section
      1.6 .




(h)  With
      respect to any record date set pursuant to paragraph (f) or (g) of this Section
      1.4 ,
      the
      party hereto that sets such record date may designate any day as the
“ Expiration
      Date ”
and
      from time to time may change the Expiration Date to any earlier or later day; provided ,
      that no
      such change shall be effective unless notice of the proposed new Expiration
      Date
      is given to the other party hereto in writing, and to each Holder of Senior
      Notes in the manner set forth in Section
      1.6 ,
      on or
      prior to the existing Expiration Date. If an Expiration Date is not designated
      with respect to any record date set pursuant to this Section
      1.4 ,
      the
      party hereto that set such record date shall be deemed to have initially
      designated the ninetieth (90th) day after such record date as the Expiration
      Date with respect thereto, subject to its right to change the Expiration Date
      as
      provided in this paragraph. Notwithstanding the foregoing, no Expiration Date
      shall be later than the one hundred eightieth (180th) day after the applicable
      record date.




12


Section
      1.5  Notices,
      Etc. to Trustee and Company.




Any
      request, demand, authorization, direction, notice, consent, waiver, Act of
      Holders, or other document provided or permitted by this Indenture to be made
      upon, given or furnished to, or filed with:




(a)  the
      Trustee by any Holder or the Company shall be sufficient for every purpose
      hereunder if made, given, furnished or filed in writing to or with and received
      by the Trustee at its Corporate Trust Office; or




(b)  the
      Company by the Trustee or any Holder shall be sufficient for every purpose
      hereunder if in writing and mailed, first class, postage prepaid, to the Company
      addressed to it at 40 East 52nd Street, New York, New York 10022 or at any
      other
      address previously furnished in writing to the Trustee by the
      Company.




Section
      1.6  Notice
      to Holders; Waiver.




Where
      this Indenture provides for notice to Holders of any event, such notice shall
      be
      sufficiently given (unless otherwise herein expressly provided) if in writing
      and mailed, first class, postage prepaid, to each Holder affected by such event
      to the address of such Holder as it appears in the Securities Register, not
      later than the latest date (if any), and not earlier than the earliest date
      (if
      any), prescribed for the giving of such notice. If, by reason of the suspension
      of or irregularities in regular mail service or for any other reason, it shall
      be impossible or impracticable to mail notice of any event to Holders when
      said
      notice is required to be given pursuant to any provision of this Indenture,
      then
      any manner of giving such notice as shall be satisfactory to the Trustee shall
      be deemed to be a sufficient giving of such notice. In any case where notice
      to
      Holders is given by mail, neither the failure to mail such notice, nor any
      defect in any notice so mailed, to any particular Holder shall affect the
      sufficiency of such notice with respect to other Holders. Where this Indenture
      provides for notice in any manner, such notice may be waived in writing by
      the
      Person entitled to receive such notice, either before or after the event, and
      such waiver shall be the equivalent of such notice. Waivers of notice by Holders
      shall be filed with the Trustee, but such filing shall not be a condition
      precedent to the validity of any action taken in reliance upon such
      waiver.




Section
      1.7  Effect
      of Headings and Table of Contents.




The
      Article and Section headings herein and the Table of Contents are for
      convenience only and shall not affect the construction of this
      Indenture.




13


Section
      1.8  Successors
      and Assigns.




This
      Indenture shall be binding upon and shall inure to the benefit of any successor
      to the Company and the Trustee, including any successor by operation of law.
      Except in connection with a transaction involving the Company that is permitted
      under Article
      VIII and
      pursuant to which the assignee agrees in writing to perform the Company’s
      obligations hereunder, the Company shall not assign its obligations
      hereunder.




Section
      1.9  Separability.




If
      any
      provision in this Indenture or in the Senior Notes shall be invalid, illegal
      or
      unenforceable, the validity, legality and enforceability of the remaining
      provisions shall not in any way be affected or impaired thereby, and there
      shall
      be deemed substituted for the provision at issue a valid, legal and enforceable
      provision as similar as possible to the provision at issue.




Section
      1.10  Benefits
      of Indenture.




Nothing
      in this Indenture or in the Senior Notes, express or implied, shall give to
      any
      Person, other than the parties hereto and their successors and assigns, any
      benefit or any legal or equitable right, remedy or claim under this
      Indenture.




Section
      1.11  Governing
      Law.




**This
      Indenture and the rights and obligations of each of the Holders, the Company
      and
      the Trustee shall be construed and enforced in accordance with and governed
      by
      the laws of the State of New York without reference to its conflict of laws
      provisions (other than Section 5-1401 of the General Obligations
      Law).**




Section
      1.12  Submission
      to Jurisdiction.




ANY
      LEGAL
      ACTION OR PROCEEDING BY OR AGAINST ANY PARTY HERETO OR WITH RESPECT TO OR
      ARISING OUT OF THIS INDENTURE MAY BE BROUGHT IN OR REMOVED TO THE COURTS OF
      THE
      STATE OF NEW YORK, IN AND FOR THE COUNTY OF NEW YORK, OR OF THE UNITED STATES
      OF
      AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK (IN EACH CASE SITTING IN THE
      BOROUGH OF MANHATTAN). BY EXECUTION AND DELIVERY OF THIS INDENTURE, EACH PARTY
      ACCEPTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
      UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS (AND COURTS OF APPEALS
      THEREFROM) FOR LEGAL PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS
      INDENTURE.




Section
      1.13  Non-Business
      Days.




If
      any
      Interest Payment Date, Redemption Date or Stated Maturity of any Senior Note
      shall not be a Business Day, then (notwithstanding any other provision of this
      Indenture or the Senior Notes) payment of interest, premium, if any, or
      principal or other amounts in respect of such Senior Note shall not be made
      on
      such date, but shall be made on the next succeeding Business Day (and no
      interest shall accrue in respect of the amounts whose payment is so delayed
      for
      the period from and after such Interest Payment Date, Redemption Date or Stated
      Maturity, as the case may be, until such next succeeding Business Day) except
      that, if such Business Day falls in the next succeeding calendar year, such
      payment shall be made on the immediately preceding Business Day, in each case
      with the same force and effect as if made on the Interest Payment Date or
      Redemption Date or at the Stated Maturity.




14


Section
      1.14  Counterparts.




This
      Indenture may be executed in any number of counterparts, each of which so
      executed shall be deemed to be an original, but all such counterparts shall
      together constitute but one and the same instrument.




ARTICLE
      II




SENIOR
      NOTE FORMS




Section
      2.1  Form
      of Senior Note.




Any
      Senior Note issued hereunder shall be in substantially the following form:




**ANTHRACITE
      CAPITAL, INC.**




Senior
      Note due 2016




No.
            
            
            $


ANTHRACITE
      CAPITAL, INC., a corporation organized and existing under the laws of Maryland
      (hereinafter called the “ Company ,”
which
      term includes any successor Person under the Indenture hereinafter referred
      to),
      for value received, hereby promises to pay to **Cede & Co. (the “Holder”)** ,
      or
      registered assigns, the principal sum of **TWENTY-FIVE
      MILLION** **** ($ **25,000,000** ) **DOLLARS**  **[IF
      THE SENIOR NOTE IS A GLOBAL SENIOR NOTE, THEN INSERT: or such other principal
      amount represented hereby as may be set forth in the records of the Securities
      Registrar hereinafter referred to in accordance with the
      Indenture]** on
      December 30, 2016. The Company further promises to pay interest on said
      principal sum from and including October 17, 2006, or from and including the
      most recent Interest Payment Date to which interest has been paid or duly
      provided for, quarterly in arrears to but excluding and on March 30, June 30,
      September 30 and December 30 of each year, commencing December 30, 2006, or
      if
      any such day is not a Business Day, on the next succeeding Business Day (and
      no
      interest shall accrue in respect of the amounts whose payment is so delayed
      for
      the period from and after such Interest Payment Date until such next succeeding
      Business Day), except that, if such Business Day falls in the next succeeding
      calendar year, such payment shall be made on the immediately preceding Business
      Day, in each case, with the same force and effect as if made on the Interest
      Payment Date, at a fixed rate equal to 7.20% per annum, until the principal
      hereof is paid or duly provided for or made available for payment; provided ,
      that
      any overdue principal, premium, if any, and any overdue installment of interest
      shall bear Additional Interest at a fixed rate equal to 7.20% per annum (to
      the
      extent that the payment of such interest shall be legally enforceable),
      compounded quarterly, from and including the dates such amounts are due to
      but
      excluding the dates such amounts are paid or made available for payment, and
      such interest shall be payable on demand.




15


The
      amount of interest payable for any interest period shall be computed on the
      basis of a three hundred sixty (360)-day year of twelve (12) thirty (30)-day
      months and the amount payable for any partial period shall be computed on the
      basis of the actual number of days elapsed in a three hundred sixty (360)-day
      year of twelve (12) thirty (30)-day months. The interest so payable, and
      punctually paid or duly provided for, on any Interest Payment Date shall, as
      provided in the Indenture, be paid to the Person in whose name this Senior
      Note
      (or one or more Predecessor Senior Notes) is registered at the close of business
      on the Regular Record Date for such interest installment. Any such interest
      not
      so punctually paid or duly provided for shall forthwith cease to be payable
      to
      the Holder on such Regular Record Date and may either be paid to the Person
      in
      whose name this Senior Note (or one or more Predecessor Senior Notes) is
      registered at the close of business on a Special Record Date for the payment
      of
      such Defaulted Interest to be fixed by the Trustee, notice whereof shall be
      given to Holders of Senior Notes not less than ten (10) days prior to such
      Special Record Date, or be paid at any time in any other lawful manner not
      inconsistent with the requirements of any securities exchange or automated
      quotation system on which the Senior Notes may be listed, traded or quoted
      and
      upon such notice as may be required by such exchange or automated quotation
      system, all as more fully provided in the Indenture.




During
      an
      Event of Default, the Company shall not (i) declare or pay any dividends or
      distributions on, or redeem, purchase, acquire or make a liquidation payment
      with respect to, any Equity Interests of the Company, (ii) vote in favor of
      or
      permit or otherwise allow any of its Subsidiaries to declare or pay any
      dividends or distributions on, or redeem, purchase, acquire or make a
      liquidation payment with respect to or otherwise retire, any preferred Equity
      Interests of such Subsidiaries or other Equity Interests entitling the holders
      thereof to a stated rate of return (for the avoidance of doubt, whether such
      preferred Equity Interests are perpetual or otherwise), or (iii) make any
      payment of principal of or any interest or premium, if any, on or repay,
      repurchase or redeem any debt securities of the Company that rank *pari
      passu* in all
      respects with or junior in interest to the Senior Notes (other than (A)
      repurchases, redemptions or other acquisitions of Equity Interests of the
      Company in connection with any employment contract, benefit plan or other
      similar arrangement with or for the benefit of any one or more employees,
      officers, directors or consultants, in connection with a dividend reinvestment
      or Equity Interests purchase plan or in connection with the issuance of Equity
      Interests in the Company (or securities convertible into or exercisable for
      such
      Equity Interests) as consideration in an acquisition transaction entered into
      prior to the applicable Event of Default, (B) as a result of an exchange,
      conversion reclassification or combination of any class or series of the
      Company’s Equity Interests (or any Equity Interests in a Subsidiary of the
      Company) for any class or series of the Company’s Equity Interests or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s Equity Interests, (C) the purchase of fractional interests in the
      Equity Interests of the Company pursuant to the conversion or exchange
      provisions of such Equity Interests or the security being converted or
      exchanged, (D) any declaration of a dividend in connection with any Rights
      Plan,
      the issuance of rights, Equity Interests or other property under any Rights
      Plan
      or the redemption or repurchase of rights pursuant thereto or (E) any dividend
      in the form of Equity Interests, warrants, options or other rights where the
      dividend Equity Interest or the Equity Interest issuable upon exercise of such
      warrants, options or other rights is the same Equity Interest as that on which
      the dividend is being paid or ranks *pari
      passu* with or
      junior to such Equity Interest).




16


Payment
      of principal of, premium, if any, and interest on this Senior Note shall be
      made
      in such coin or currency of the United States of America as at the time of
      payment is legal tender for payment of public and private debts. Payments of
      principal, premium, if any, and interest due at the Maturity of this Senior
      Note
      shall be made at the Place of Payment upon surrender of such Senior Notes to
      the
      Paying Agent, and payments of interest shall be made, subject to such surrender
      where applicable, by wire transfer at such place and to such account at a
      banking institution in the United States as may be designated in writing to
      the
      Paying Agent at least ten (10) Business Days prior to the date for payment
      by
      the Person entitled thereto unless proper written transfer instructions have
      not
      been received by the relevant record date, in which case such payments shall
      be
      made by check mailed to the address of such Person as such address shall appear
      in the Senior Note Register.




Unless
      the certificate of authentication hereon has been executed by the Trustee by
      manual signature, this Senior Note shall not be entitled to any benefit under
      the Indenture or be valid or obligatory for any purpose.




[FORM
      OF
      REVERSE OF SECURITY]




This
      Senior Note is one of a duly authorized issue of senior notes of the Company
      (the “ Senior
      Notes ”)
      issued
      under the Indenture, dated as of October 17, 2006 (the “ Indenture ”),
      between the Company and Wells Fargo Bank, N.A., as Trustee (in such capacity,
      the “ Trustee ,”
which
      term includes any successor trustee under the Indenture), to which Indenture
      and
      all indentures supplemental thereto reference is hereby made for a statement
      of
      the respective rights, limitations of rights, duties and immunities thereunder
      of the Company, the Trustee and the Holders of the Senior Notes, and of the
      terms upon which the Senior Notes are, and are to be, authenticated and
      delivered. All terms used in this Senior Note that are defined in the Indenture
      shall have the meanings assigned to them in the Indenture.




The
      Company may, on any date, at its option, upon not less than thirty (30) days’
nor more than sixty (60) days’ written notice to the Holders of the Senior Notes
      (unless a shorter notice period shall be satisfactory to the Trustee) subject
      to
      the terms and conditions of Article XI of the Indenture, redeem this Senior
      Note
      in whole at any time or in part from time to time at an Optional Redemption
      Price in an amount equal to (i)
      prior
      to December 30, 2012, the sum of the present values, discounted to the date
      fixed as the Redemption Date on a semi-annual basis (assuming a 360-day year
      consisting of twelve thirty (30) day months), at a rate equal to the sum of
      the
      applicable Treasury Rate plus fifty (50) basis points , of (A) the outstanding
      principal amount of the Senior Notes and (B) the interest payments which would
      become due after such Redemption Date but for such redemption until the Stated
      Maturity and (ii) on or after December 30, 2012, the lesser of (A) the amount
      calculated pursuant to clause (i) of this definition and (B) the following
      dollar price values for each $1,000 of principal amount of Senior
      Notes:




from
      December 30, 2012 to December 29, 2013, $1040;




from
      December 30, 2013 to December 29, 2014, $1030;




17


from
      December 30, 2014 to December 29, 2015, $1020;




from
      December 30, 2015 to December 29, 2016, $1010;




together,
      in the case of both clauses (i) and (ii), with accrued and unpaid interest,
      including any Additional Interest, to but excluding the date fixed as the
      Redemption Date.




In
      the
      event of redemption of this Senior Note in part only, a new Senior Note or
      Senior Notes for the unredeemed portion hereof will be issued in the name of
      the
      Holder hereof upon the cancellation hereof. If less than all the Senior Notes
      are to be redeemed, the particular Senior Notes to be redeemed shall be selected
      not more than sixty (60) days prior to the Redemption Date by the Trustee from
      the Outstanding Senior Notes not previously called for redemption, by such
      method as the Trustee shall deem fair and appropriate and which may provide
      for
      the selection for redemption of a portion of the principal amount of any Senior
      Note.




The
      Indenture permits, with certain exceptions as therein provided, the Company
      and
      the Trustee at any time to enter into a supplemental indenture or indentures
      for
      the purpose of modifying in any manner the rights and obligations of the Company
      and of the Holders of the Senior Notes, with the consent of the Holders of
      not
      less than a majority in principal amount of the Outstanding Senior Notes. The
      Indenture also contains provisions permitting Holders of specified percentages
      in principal amount of the Senior Notes, on behalf of the Holders of all Senior
      Notes, to waive compliance by the Company with certain provisions of the
      Indenture and certain past defaults under the Indenture and their consequences.
      Any such consent or waiver by the Holder of this Senior Note shall be conclusive
      and binding upon such Holder and upon all future Holders of this Senior Note
      and
      of any Senior Note issued upon the registration of transfer hereof or in
      exchange herefor or in lieu hereof, whether or not notation of such consent
      or
      waiver is made upon this Senior Note.




No
      reference herein to the Indenture and no provision of this Senior Note or of
      the
      Indenture shall alter or impair the obligation of the Company, which is absolute
      and unconditional, to pay the principal of and any premium, if any, and
      interest, including any Additional Interest (to the extent legally enforceable),
      on this Senior Note at the times, place and rate, and in the coin or currency,
      herein prescribed.




As
      provided in the Indenture and subject to certain limitations therein set forth,
      the transfer of this Senior Note is restricted to transfers to “Qualified
      Purchasers” (as such term is defined in the Investment Company Act of 1940, as
      amended) and is registrable in the Securities Register, upon surrender of this
      Senior Note for registration of transfer at the office or agency of the Company
      maintained for such purpose, duly endorsed by, or accompanied by a written
      instrument of transfer in form satisfactory to the Company and the Securities
      Registrar and duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Senior Notes, of like
      tenor, of authorized denominations and for the same aggregate principal amount,
      will be issued to the designated transferee or transferees.




The
      Senior Notes are issuable only in registered form without coupons in minimum
      denominations of $100,000 and any integral multiple of $1,000 in excess thereof.
      As provided in the Indenture and subject to certain limitations therein set
      forth, Senior Notes are exchangeable for a like aggregate principal amount
      of
      Senior Notes and of like tenor of a different authorized denomination, as
      requested by the Holder surrendering the same.




18


No
      service charge shall be made for any such registration of transfer or exchange,
      but the Company may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.




The
      Company, the Trustee and any agent of the Company or the Trustee may treat
      the
      Person in whose name this Senior Note is registered as the owner hereof for
      all
      purposes, whether or not this Senior Note be overdue, and neither the Company,
      the Trustee nor any such agent shall be affected by notice to the
      contrary.




The
      Company and, by its acceptance of this Senior Note or a beneficial interest
      herein, the Holder of, and any Person that acquires a beneficial interest in,
      this Senior Note agree that, for United States federal, state and local tax
      purposes, it is intended that this Senior Note constitute
      indebtedness.




**This
      Senior Note shall be construed and enforced in accordance with and governed
      by
      the laws of the State of New York without reference to its conflict of laws
      provisions (other than Section 5-1401 of the General Obligations Law).**




IN
      WITNESS WHEREOF, the Company has caused this instrument to be duly executed
      on
      this **[DAY]** day of **[MONTH]** , **[YEAR]** .




**ANTHRACITE
      CAPITAL, INC.**









By:
      ____________________________




Name:
      __________________________




Title:
      ___________________________









Section
      2.2  Restrictive
      Legend.




(a)  Any
      Senior Note issued hereunder shall bear a legend in substantially the following
      form:




**[** **IF
      THIS SECURITY IS A GLOBAL SECURITY INSERT:** **“THIS
      SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
      REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY
      (“** **DTC** **”)
      OR A NOMINEE OF DTC. THIS SECURITY IS EXCHANGEABLE FOR SENIOR NOTES REGISTERED
      IN THE NAME OF A PERSON OTHER THAN DTC OR ITS NOMINEE ONLY IN THE LIMITED
      CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS SECURITY
      (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY DTC TO A NOMINEE OF DTC
      OR
      BY A NOMINEE OF DTC TO DTC OR ANOTHER NOMINEE OF DTC) MAY BE REGISTERED EXCEPT
      IN LIMITED CIRCUMSTANCES.**




19


**UNLESS
      THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER
      OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY
      ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS
      REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
      MADE
      TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
      OR
      OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
      HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]**




THE
      SENIOR NOTES REPRESENTED BY THIS CERTIFICATE WERE ORIGINALLY ISSUED IN A
      TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE “ SECURITIES
      ACT ”),
      AND
      SUCH SENIOR NOTES, AND ANY INTEREST THEREIN, MAY NOT BE OFFERED, SOLD OR
      OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
      EXEMPTION THEREFROM. EACH PURCHASER OF ANY SENIOR NOTES IS HEREBY NOTIFIED
      THAT
      THE SELLER OF THE SENIOR NOTES MAY BE RELYING ON THE EXEMPTION FROM THE
      PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A UNDER THE
      SECURITIES ACT.




THE
      HOLDER OF THE SENIOR NOTES REPRESENTED BY THIS CERTIFICATE AGREES FOR THE
      BENEFIT OF THE COMPANY THAT (A) SUCH SENIOR NOTES MAY BE OFFERED, RESOLD OR
      OTHERWISE TRANSFERRED ONLY (I) TO THE COMPANY OR (II) TO A PERSON WHOM THE
      SELLER REASONABLY BELIEVES IS (a) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED
      IN RULE 144A UNDER THE SECURITIES ACT) AND (b) A “QUALIFIED PURCHASER” (AS
      DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED),
      OR (III) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A “QUALIFIED
      PURCHASER” (AS DEFINED IN SECTION 2(a)(51) OF THE INVESTMENT COMPANY ACT OF
      1940, AS AMENDED) AND (B) THE HOLDER WILL NOTIFY ANY PURCHASER OF ANY SENIOR
      NOTES FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.




THE
      SENIOR NOTES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
      AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000. TO THE FULLEST EXTENT
      PERMITTED BY LAW, ANY ATTEMPTED TRANSFER OF SENIOR NOTES, OR ANY INTEREST
      THEREIN, IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000
      AND MULTIPLES OF $1,000 IN EXCESS THEREOF SHALL BE DEEMED TO BE VOID AND OF
      NO
      LEGAL EFFECT WHATSOEVER. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY SUCH
      PURPORTED TRANSFEREE SHALL BE DEEMED NOT TO BE THE HOLDER OF SUCH SENIOR NOTES
      FOR ANY PURPOSE, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF PRINCIPAL OF
      OR
      INTEREST ON SUCH SENIOR NOTES, OR ANY INTEREST THEREIN, AND SUCH PURPORTED
      TRANSFEREE SHALL BE DEEMED TO HAVE NO INTEREST WHATSOEVER IN SUCH SENIOR NOTES.




20


THE
      HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN, BY ITS ACCEPTANCE HEREOF
      OR
      THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT
      PLAN, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT SUBJECT TO
      TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
      (“ ERISA ”),
      OR
      SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “ CODE ”),
      OR
      SIMILAR LAW (EACH A “ PLAN ”),
      OR AN
      ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
      INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY
      ACQUIRE OR HOLD THIS SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER
      OF THE SENIOR NOTES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED
      BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN
      WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975
      OF
      THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN
      EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS
      OF
      ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.”




(b)  The
      above
      legends shall not be removed from any Senior Note unless there is delivered
      to
      the Company satisfactory evidence, which may include an Opinion of Counsel,
      as
      may be reasonably required to ensure that any future transfers thereof may
      be
      made without restriction under or violation of the provisions of the Securities
      Act and other applicable law. Upon provision of such satisfactory evidence,
      the
      Company shall execute and deliver to the Trustee, and the Trustee shall deliver,
      upon receipt of a Company Order directing it to do so, a Senior Note that does
      not bear the legend.




Section
      2.3  Form
      of Trustee’s Certificate of Authentication.




The
      Trustee’s certificate of authentication shall be in substantially the following
      form:




21


This
      is
      one of the Senior Notes referred to in the within-mentioned Indenture.




Dated:




WELLS
      FARGO BANK, N.A., not in its individual capacity, but solely as
      Trustee




By:
      ________________________________________


Name:


Title:





Section
      2.4  Temporary
      Senior Notes.




(a)  Pending
      the preparation of definitive Senior Notes, the Company may execute, and upon
      Company Order the Trustee shall authenticate and deliver, temporary Senior
      Notes
      that are printed, lithographed, typewritten, mimeographed or otherwise produced,
      in any denomination, substantially of the tenor of the definitive Senior Notes
      in lieu of which they are issued and with such appropriate insertions,
      omissions, substitutions and other variations as the officers executing such
      Senior Notes may determine, as evidenced by their execution of such Senior
      Notes.




(b)  If
      temporary Senior Notes are issued, the Company will cause definitive Senior
      Notes to be prepared without unreasonable delay. After the preparation of
      definitive Senior Notes, the temporary Senior Notes shall be exchangeable for
      definitive Senior Notes upon surrender of the temporary Senior Notes at the
      office or agency of the Company designated for that purpose without charge
      to
      the Holder. Upon surrender for cancellation of any one or more temporary Senior
      Notes, the Company shall execute and, upon receipt of a Company Order, the
      Trustee shall authenticate and deliver in exchange therefor one or more
      definitive Senior Notes of any authorized denominations having the same Original
      Issue Date and Stated Maturity and having the same terms as such temporary
      Senior Notes. Until so exchanged, the temporary Senior Notes shall in all
      respects be entitled to the same benefits under this Indenture as definitive
      Senior Notes.




Section
      2.5  Definitive
      Senior Notes.




The
      Senior Notes issued on the Original Issue Date shall be issued as directed
      by
      the Purchaser on or prior to the Closing Date, either (i) in the form of one
      or
      more Global Senior Notes or (ii) in the form of one or more Definitive Senior
      Note Certificates. Global
      Senior Notes shall be, except as provided in Section 3.4 ,
      Book-Entry Senior Notes issued in the form of one or more Global Senior Notes
      registered in the name of the Depositary, or its nominee and deposited with
      the
      Depositary or the Trustee as custodian for the Depositary for credit by the
      Depositary to the respective accounts of the Depositary Participants thereof
      (or
      such other accounts as they may direct). The Senior Notes issued to a Person
      other than a Purchaser that is not a QIB shall be issued in the form of
      Definitive Senior Notes Certificates. The
      definitive Senior Notes shall be printed, lithographed or engraved, or produced
      by any combination of these methods, if required by any securities exchange
      on
      which the Senior Notes may be listed, on a steel engraved border or steel
      engraved borders or may be produced in any other manner permitted by the rules
      of any securities exchange on which the Senior Notes may be listed, all as
      determined by the officers executing such Senior Notes, as evidenced by their
      execution of such Senior Notes.




22


ARTICLE
      III




THE
      SENIOR NOTES




Section
      3.1  Payment
      of Principal and Interest.




(a)  The
      unpaid principal amount of the Senior Notes shall bear interest at a fixed
      rate
      equal to 7.20% per annum **,** until
      paid or duly provided for, such interest to accrue from and including the
      Original Issue Date or from and including the most recent Interest Payment
      Date
      to which interest has been paid or duly provided for, and any overdue principal,
      premium, if any, and any overdue installment of interest shall bear Additional
      Interest at the rate equal to a fixed rate equal to 7.20% per annum (to the
      extent that the payment of such interest shall be legally enforceable),
      compounded quarterly from and including the dates such amounts are due to but
      excluding the dates such amounts are paid or funds for the payment thereof
      are
      made available for payment.




(b)  Interest
      and Additional Interest on any Senior Note that is payable, and is punctually
      paid or duly provided for, on any Interest Payment Date shall be paid to the
      Person in whose name that Senior Note (or one or more Predecessor Senior Notes)
      is registered at the close of business on the Regular Record Date for such
      interest, except that interest and any Additional Interest payable on the Stated
      Maturity (or any date of principal repayment upon early maturity) of the
      principal of a Senior Note or on a Redemption Date shall be paid to the Person
      to whom principal is paid. The initial payment of interest on any Senior Note
      that is issued between a Regular Record Date and the related Interest Payment
      Date shall be payable as provided in such Senior Note.




(c)  Any
      interest on any Senior Note that is due and payable, but is not timely paid
      or
      duly provided for, on any Interest Payment Date for Senior Notes (herein called
      “ Defaulted
      Interest ”)
      shall
      forthwith cease to be payable to the registered Holder on the relevant Regular
      Record Date by virtue of having been such Holder, and such Defaulted Interest
      may be paid by the Company, at its election in each case, as provided in
      paragraph (i) or (ii) below:




(i)
      The
      Company may elect to make payment of any Defaulted Interest to the Persons
      in
      whose names the Senior Notes (or their respective Predecessor Senior Notes)
      are
      registered at the close of business on a special record date for the payment
      of
      such Defaulted Interest (a “ Special
      Record Date ”),
      which
      shall be fixed in the following manner. At least thirty (30) days prior to
      the
      date of the proposed payment, the Company shall notify the Trustee in writing
      of
      the amount of Defaulted Interest proposed to be paid on each Senior Note and
      the
      date of the proposed payment, and at the same time the Company shall deposit
      with the Trustee an amount of money equal to the aggregate amount proposed
      to be
      paid in respect of such Defaulted Interest or shall make arrangements
      satisfactory to the Trustee for such deposit prior to the date of the proposed
      payment, such money when deposited to be held in trust for the benefit of the
      Persons entitled to such Defaulted Interest. Thereupon the Trustee shall fix
      a
      Special Record Date for the payment of such Defaulted Interest, which shall
      be
      not more than fifteen (15) days and not less than ten (10) days prior to the
      date of the proposed payment and not less than ten (10) days after the receipt
      by the Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date and, in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor to be mailed, first
      class, postage prepaid, to each Holder of a Senior Note at the address of such
      Holder as it appears in the Securities Register not less than ten (10) days
      prior to such Special Record Date. Notice of the proposed payment of such
      Defaulted Interest and the Special Record Date therefor having been so mailed,
      such Defaulted Interest shall be paid to the Persons in whose names the Senior
      Notes (or their respective Predecessor Senior Notes) are registered on such
      Special Record Date; or




23


(ii)
      The
      Company may make payment of any Defaulted Interest in any other lawful manner
      not inconsistent with the requirements of any securities exchange or automated
      quotation system on which the Senior Notes may be listed, traded or quoted
      and,
      upon such notice as may be required by such exchange or automated quotation
      system (or by the Trustee if the Senior Notes are not listed), if, after notice
      given by the Company to the Trustee of the proposed payment pursuant to this
      clause, such payment shall be deemed practicable by the Trustee.




(d)  Payments
      of interest on the Senior Notes shall include interest accrued to but excluding
      the respective Interest Payment Dates. The amount of interest payable for any
      interest period shall be computed on the basis of a three hundred sixty
      (360)-day year of twelve (12) thirty (30)-day months and the amount payable
      for
      any partial period shall be computed on the basis of the actual number of days
      elapsed in a three hundred sixty (360)-day year of twelve (12) thirty (30)-day
      months.




(e)  Payment
      of principal of, premium, if any, and interest on the Senior Notes shall be
      made
      in such coin or currency of the United States of America as at the time of
      payment is legal tender for payment of public and private debts. Payments of
      principal, premium, if any, and interest due at the Maturity of such Senior
      Notes shall be made at the Place of Payment upon surrender of such Senior Notes
      to the Paying Agent and payments of interest shall be made, subject to such
      surrender where applicable, by wire transfer at such place and to such account
      at a banking institution in the United States as may be designated in writing
      to
      the Paying Agent at least ten (10) Business Days prior to the date for payment
      by the Person entitled thereto unless proper written transfer instructions
      have
      not been received by the relevant record date, in which case such payments
      shall
      be made by check mailed to the address of such Person as such address shall
      appear in the Senior Note Register.




(f)  The
      parties hereto acknowledge and agree that the Holders have certain rights to
      direct the Company to modify the Interest Payment Dates and corresponding
      Redemption Date and Stated Maturity of the Senior Notes or a portion of the
      Senior Notes pursuant to the Purchase Agreement. In the event any such
      modifications are made to the Senior Notes or a portion of the Senior Notes,
      appropriate changes to the form of Senior Note set forth in Article
      II hereof
      shall be made prior to the issuance and authentication of new or replacement
      Senior Notes. Any such modification of the Interest Payment Dates and
      corresponding Redemption Date and Stated Maturity with respect to any Senior
      Notes or tranche of Senior Notes shall not require or be subject to the consent
      of the Trustee.




24


(g)  Subject
      to the foregoing provisions of this Section
      3.1 ,
      each
      Senior Note delivered under this Indenture upon transfer of or in exchange
      for
      or in lieu of any other Senior Note shall carry the rights to interest accrued
      and unpaid, and to accrue, that were carried by such other Senior
      Note.




(h)  The
      Senior Notes will rank *pari
      passu* with
      each other and the Company other senior unsecured obligations from time to
      time
      outstanding.




Section
      3.2  Denominations.




The
      Senior Notes shall be in registered form without coupons and shall be issuable
      in minimum denominations of $100,000 and any integral multiple of $1,000 in
      excess thereof.




Section
      3.3  Execution,
      Authentication, Delivery and Dating.




(a)  At
      any
      time and from time to time after the execution and delivery of this Indenture,
      the Company may deliver Senior Notes in an aggregate principal amount (including
      all then Outstanding Senior Notes) not in excess of Twenty-Five Million Dollars
      ($25,000,000) executed by the Company to the Trustee for authentication,
      together with a Company Order for the authentication and delivery of such Senior
      Notes, and the Trustee in accordance with the Company Order shall authenticate
      and deliver such Senior Notes. In authenticating such Senior Notes, and
      accepting the additional responsibilities under this Indenture in relation
      to
      such Senior Notes, the Trustee shall be entitled to receive, and shall be fully
      protected in relying upon:




(i)
      a
      copy of any Board Resolution relating thereto; and




(ii)
      an
      Opinion of Counsel stating that: (1) such Senior Notes, when authenticated
      and
      delivered by the Trustee and issued by the Company in the manner and subject
      to
      any conditions specified in such Opinion of Counsel, will constitute, and the
      Indenture constitutes, valid and legally binding obligations of the Company,
      each enforceable in accordance with its terms, subject to bankruptcy,
      insolvency, fraudulent transfer, reorganization, moratorium and similar laws
      of
      general applicability relating to or affecting creditors’ rights and to general
      equity principles; (2) the Senior Notes have been duly authorized and executed
      by the Company and have been delivered to the Trustee for authentication in
      accordance with this Indenture; (3) the Senior Notes are not required to be
      registered under the Securities Act; and (4) the Indenture is not required
      to be
      qualified under the Trust Indenture Act.




(b)  The
      Senior Notes shall be executed on behalf of the Company by its Chairman of
      the
      Board, its Vice Chairman of the Board, its Chief Executive Officer, its
      President or one of its Vice Presidents. The signature of any of these officers
      on the Senior Notes may be manual or facsimile. Senior Notes bearing the manual
      or facsimile signatures of individuals who were at any time the proper officers
      of the Company shall bind the Company, notwithstanding that such individuals
      or
      any of them have ceased to hold such offices prior to the authentication and
      delivery of such Senior Notes or did not hold such offices at the date of such
      Senior Notes.




25


(c)  No
      Senior
      Note shall be entitled to any benefit under this Indenture or be valid or
      obligatory for any purpose, unless there appears on such Senior Note a
      certificate of authentication substantially in the form provided for herein
      executed by the Trustee by the manual signature of one of its authorized
      signatories, and such certificate upon any Senior Note shall be conclusive
      evidence, and the only evidence, that such Senior Note has been duly
      authenticated and delivered hereunder. Notwithstanding the foregoing, if any
      Senior Note shall have been authenticated and delivered hereunder but never
      issued and sold by the Company, and the Company shall have delivered such Senior
      Note to the Trustee for cancellation as provided in Section
      3.8 ,
      for all
      purposes of this Indenture such Senior Note shall be deemed never to have been
      authenticated and delivered hereunder and shall never be entitled to the
      benefits of this Indenture.




(d)  Each
      Senior Note shall be dated the date of its authentication.




Section
      3.4  Global
      Senior Notes.




(a)  Each
      Global Senior Note issued under this Indenture shall be registered in the name
      of the Depositary designated by the Company for such Global Senior Note or
      a
      nominee thereof and delivered to such Depositary or a nominee thereof or a
      custodian therefor, and each such Global Senior Note shall constitute a single
      Senior Note for all purposes of this Indenture. Notwithstanding any other
      provision in this Indenture, no Global Senior Note may be exchanged in whole
      or
      in part for registered Senior Notes, and no transfer of a Global Senior Note
      in
      whole or in part may be registered, in the name of any Person other than the
      Depositary for such Global Senior Note or a nominee thereof unless (i) such
      Depositary advises the Trustee and the Company in writing that such Depositary
      is no longer willing or able to properly discharge its responsibilities as
      Depositary with respect to such Global Senior Note, and no qualified successor
      is appointed by the Company within ninety (90) days of receipt by the Company
      of
      such notice, (ii) such Depositary ceases to be a clearing agency registered
      under the Exchange Act and no successor is appointed by the Company within
      ninety (90) days after obtaining knowledge of such event, (iii) the Company
      executes and delivers to the Trustee a Company Order stating that the Company
      elects to terminate the book-entry system through the Depositary or (iv) an
      Event of Default shall have occurred and be continuing. Upon the occurrence
      of
      any event specified in clause (i), (ii), (iii) or (iv) above in this Section
      3.4(b) ,
      the
      Trustee shall notify the Depositary and instruct the Depositary to notify all
      owners of beneficial interests in such Global Senior Note of the occurrence
      of
      such event and of the availability of Senior Notes to such owners of beneficial
      interests requesting the same. The Trustee may conclusively rely, and be
      protected in relying, upon the written identification of the owners of
      beneficial interests furnished by the Depositary, and shall not be liable for
      any delay resulting from a delay by the Depositary. Upon the issuance of such
      Senior Notes and the registration in the Securities Register of such Senior
      Notes in the names of the Holders of the beneficial interests therein, the
      Trustee shall recognize such holders of beneficial interests as Holders. Notwithstanding
      the foregoing, if an owner of a beneficial interest in a Global Senior Note
      wishes at any time to transfer an interest in such Global Senior Note to a
      Person other than a QIB, such transfer shall be effected, subject to the
      Applicable Depositary Procedures, in accordance with the provisions of this Section
      3.4 and Section
      3.5 ,
      and the
      transferee shall receive a Definitive Senior Note Certificate in connection
      with
      such transfer. A holder of a Definitive Senior Note Certificate that is a QIB
      may, upon request, and in accordance with the provisions of this Section
      3.4 and Section
      3.5 ,
      exchange such Definitive Senior Note Certificate for a beneficial interest
      in a
      Global Senior Note.




26


(b)  If
      any
      Global Senior Note is to be exchanged for other Senior Notes or canceled in
      part, or if another Senior Note is to be exchanged in whole or in part for
      a
      beneficial interest in any Global Senior Note, then either (i) such Global
      Senior Note shall be so surrendered for exchange or cancellation as provided
      in
      this Article
      III or (ii)
      the principal amount thereof shall be reduced or increased by an amount equal
      to
      (x) the portion thereof to be so exchanged or canceled or (y) the principal
      amount of such other Senior Note to be so exchanged for a beneficial interest
      therein, as the case may be, by means of an appropriate adjustment made on
      the
      records of the Securities Registrar, whereupon the Trustee, in accordance with
      the Applicable Depositary Procedures, shall instruct the Depositary or its
      authorized representative to make a corresponding adjustment to its records.
      Upon any such surrender or adjustment of a Global Senior Note by the Depositary,
      accompanied by registration instructions, the Company shall execute and, upon
      receipt of a Company Order, the Trustee shall authenticate and deliver any
      Senior Notes issuable in exchange for such Global Senior Note (or any portion
      thereof) in accordance with the instructions of the Depositary. The Trustee
      shall not be liable for any delay in delivery of such instructions and may
      conclusively rely on, and shall be fully protected in relying on, such
      instructions.




(c)  Every
      Senior Note authenticated and delivered upon registration of transfer of, or
      in
      exchange for or in lieu of, a Global Senior Note or any portion thereof shall
      be
      authenticated and delivered in the form of, and shall be, a Global Senior Note,
      unless such Senior Note is registered in the name of a Person other than the
      Depositary for such Global Senior Note or a nominee thereof.




(d)  The
      Depositary or its nominee, as the registered owner of a Global Senior Note,
      shall be the Holder of such Global Senior Note for all purposes under this
      Indenture and the Senior Notes, and owners of beneficial interests in a Global
      Senior Note shall hold such interests pursuant to the Applicable Depositary
      Procedures. Accordingly, any such owner’s beneficial interest in a Global Senior
      Note shall be shown only on, and the transfer of such interest shall be effected
      only through, records maintained by the Depositary or its nominee or its
      Depositary Participants. The Securities Registrar and the Trustee shall be
      entitled to deal with the Depositary for all purposes of this Indenture relating
      to a Global Senior Note (including the payment of principal and interest thereon
      and the giving of instructions or directions by owners of beneficial interests
      therein and the giving of notices) as the sole Holder of the Senior Note and
      shall have no obligations to the owners of beneficial interests therein. Neither
      the Trustee nor the Securities Registrar shall have any liability in respect
      of
      any transfers effected by the Depositary.




(e)  The
      rights of owners of beneficial interests in a Global Senior Note shall be
      exercised only through the Depositary and shall be limited to those established
      by law and agreements between such owners and the Depositary and/or its
      Depositary Participants.




27


(f)  No
      holder
      of any beneficial interest in any Global Senior Note held on its behalf by
      a
      Depositary shall have any rights under this Indenture with respect to such
      Global Senior Note, and such Depositary may be treated by the Company, the
      Trustee and any agent of the Company or the Trustee as the owner of such Global
      Senior Note for all purposes whatsoever. None of the Company, the Trustee nor
      any agent of the Company or the Trustee will have any responsibility or
      liability for any aspect of the records relating to or payments made on account
      of beneficial ownership interests of a Global Senior Note or maintaining,
      supervising or reviewing any records relating to such beneficial ownership
      interests. Notwithstanding the foregoing, nothing herein shall prevent the
      Company, the Trustee or any agent of the Company or the Trustee from giving
      effect to any written certification, proxy or other authorization furnished
      by a
      Depositary or impair, as between a Depositary and such holders of beneficial
      interests, the operation of customary practices governing the exercise of the
      rights of the Depositary (or its nominee) as Holder of any Senior
      Note.




Section
      3.5  Registration,
      Transfer and Exchange Generally.




(a)  The
      Trustee shall cause to be kept at the Corporate Trust Office a register (the
      “ Securities
      Register ”)
      in
      which the registrar and transfer agent with respect to the Senior Notes (the
      “ Securities
      Registrar ”),
      subject to such reasonable regulations as it may prescribe, shall provide for
      the registration of Senior Notes and of transfers and exchanges of Senior Notes.
      The Trustee shall at all times also be the Securities Registrar. The provisions
      of Article
      VI shall
      apply to the Trustee in its role as Securities Registrar.




(b)  Subject
      to compliance with Section
      2.2(b) ,
      upon
      surrender for registration of transfer of any Senior Note at the offices or
      agencies of the Company designated for that purpose the Company shall execute,
      and the Trustee, upon receipt of a Company Order, shall authenticate and
      deliver, in the name of the designated transferee or transferees, one or more
      new Senior Notes of any authorized denominations of like tenor and aggregate
      principal amount.




(c)  At
      the
      option of the Holder, Senior Notes may be exchanged for other Senior Notes
      of
      any authorized denominations, of like tenor and aggregate principal amount,
      upon
      surrender of the Senior Notes to be exchanged at such office or agency. Whenever
      any Senior Notes are so surrendered for exchange, the Company shall execute,
      and
      the Trustee shall, upon receipt of a Company Order, authenticate and deliver,
      the Senior Notes that the Holder making the exchange is entitled to
      receive.




(d)  All
      Senior Notes issued upon any transfer or exchange of Senior Notes shall be
      the
      valid obligations of the Company, evidencing the same debt, and entitled to
      the
      same benefits under this Indenture, as the Senior Notes surrendered upon such
      transfer or exchange.




(e)  Every
      Senior Note presented or surrendered for transfer or exchange shall be duly
      endorsed, or be accompanied by a written instrument of transfer in form
      satisfactory to the Company and the Securities Registrar, duly executed by
      the
      Holder thereof or such Holder’s attorney duly authorized in
      writing.




(f)  No
      service charge shall be made to a Holder for any transfer or exchange of Senior
      Notes, but the Company may require payment of a sum sufficient to cover any
      tax
      or other governmental charge that may be imposed in connection with any transfer
      or exchange of Senior Notes.




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(g)  Neither
      the Company nor the Trustee shall be required pursuant to the provisions of
      this Section
      3.5 :
      (i) to
      issue, register the transfer of or exchange any Senior Note during a period
      beginning at the opening of business fifteen (15) days before the day of
      selection for redemption of Senior Notes pursuant to Article
      XI and
      ending at the close of business on the day of mailing of the notice of
      redemption or (ii) to register the transfer of or exchange any Senior Note
      so
      selected for redemption in whole or in part, except, in the case of any such
      Senior Note to be redeemed in part, any portion thereof not to be
      redeemed.




(h)  The
      Company shall designate an office or offices or agency or agencies where Senior
      Notes may be surrendered for registration or transfer or exchange. The Company
      initially designates the Corporate Trust Office as its office and agency for
      such purposes. The Company shall give prompt written notice to the Trustee
      and
      to the Holders of any change in the location of any such office or
      agency.




(i)  The
      Senior Notes may only be transferred to a “Qualified Purchaser” as such term is
      defined in Section 2(a)(51) of the Investment Company Act.




(j)  Neither
      the Trustee nor the Securities Registrar shall be responsible for ascertaining
      whether any transfer hereunder complies with the registration provisions of
      or
      any exemptions from the Securities Act, applicable state securities laws or
      the
      applicable laws of any other jurisdiction, ERISA, the Code or the Investment
      Company Act; provided ,
      that if
      a certificate is specifically required by the express terms of this Section
      3.5 to be
      delivered to the Trustee or the Securities Registrar by a Holder or transferee
      of a Senior Note, the Trustee and the Securities Registrar shall be under a
      duty
      to receive and examine the same to determine whether or not the certificate
      substantially conforms on its face to the requirements of this Indenture and
      shall promptly notify the party delivering the same if such certificate does
      not
      comply with such terms.




Section
      3.6  Mutilated,
      Destroyed, Lost and Stolen Senior Notes.




(a)  If
      any
      mutilated Senior Note is surrendered to the Trustee together with such security
      or indemnity as may be required by the Company or the Trustee to save each
      of
      them harmless, the Company shall execute and upon receipt of a Company Order
      the
      Trustee shallauthenticate and deliver in exchange therefor a new Senior Note
      of
      like tenor and aggregate principal amount and bearing a number not
      contemporaneously outstanding.




(b)  If
      there
      shall be delivered to the Trustee (i) evidence to its satisfaction of the
      destruction, loss or theft of any Senior Note and (ii) such security or
      indemnity as may be required by it to save each of the Company and the Trustee
      harmless, then, in the absence of notice to the Company or the Trustee that
      such
      Senior Note has been acquired by a *bona
      fide* purchaser, the Company shall execute and, upon receipt of a Company Order,
      the
      Trustee shall authenticate and deliver, in lieu of any such destroyed, lost
      or
      stolen Senior Note, a new Senior Note of like tenor and aggregate principal
      amount as such destroyed, lost or stolen Senior Note, and bearing a number
      not
      contemporaneously outstanding.




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(c)  If
      any
      such mutilated, destroyed, lost or stolen Senior Note has become or is about
      to
      become due and payable, the Company in its discretion may, instead of issuing
      a
      new Senior Note, pay such Senior Note.




(d)  Upon
      the
      issuance of any new Senior Note under this Section
      3.6 ,
      the
      Company may require the payment of a sum sufficient to cover any tax or other
      governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Trustee) connected
      therewith.




(e)  Every
      new
      Senior Note issued pursuant to this Section
      3.6 in lieu
      of any mutilated, destroyed, lost or stolen Senior Note shall constitute an
      original additional contractual obligation of the Company, whether or not the
      mutilated, destroyed, lost or stolen Senior Note shall be at any time
      enforceable by anyone, and shall be entitled to all the benefits of this
      Indenture equally and proportionately with any and all other Senior Notes duly
      issued hereunder.




(f)  The
      provisions of this Section
      3.6 are
      exclusive and shall preclude (to the extent lawful) all other rights and
      remedies with respect to the replacement or payment of mutilated, destroyed,
      lost or stolen Senior Notes.




Section
      3.7  Persons
      Deemed Owners.




The
      Company, the Trustee and any agent of the Company or the Trustee shall treat
      the
      Person in whose name any Senior Note is registered as the owner of such Senior
      Note for the purpose of receiving payment of principal of and any interest
      on
      such Senior Note and for all other purposes whatsoever, and neither the Company,
      the Trustee nor any agent of the Company or the Trustee shall be affected by
      notice to the contrary.




Section
      3.8  Cancellation.




All
      Senior Notes surrendered for payment, redemption, transfer or exchange shall,
      if
      surrendered to any Person other than the Trustee, be delivered to the Trustee,
      and any such Senior Notes and Senior Notes surrendered directly to the Trustee
      for any such purpose shall be promptly canceled by it. The Company may at any
      time deliver to the Trustee for cancellation any Senior Notes previously
      authenticated and delivered hereunder that the Company may have acquired in
      any
      manner whatsoever, and all Senior Notes so delivered shall be promptly canceled
      by the Trustee. No Senior Notes shall be authenticated in lieu of or in exchange
      for any Senior Notes canceled as provided in this Section
      3.8 ,
      except
      as expressly permitted by this Indenture. All canceled Senior Notes shall be
      retained or disposed of by the Trustee in accordance with its customary
      practices and the Trustee shall deliver to the Company a certificate of such
      disposition.




Section
      3.9  Agreed
      Tax Treatment.




Each
      Senior Note issued hereunder shall provide that the Company and, by its
      acceptance or acquisition of a Senior Note or a beneficial interest therein,
      the
      Holder of, and any Person that acquires a direct or indirect beneficial interest
      in, such Senior Note, intend and agree to treat such Senior Note as indebtedness
      of the Company for United States federal, state and local tax purposes. The
      provisions of this Indenture shall be interpreted to further this intention
      and
      agreement of the parties.




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Section
      3.10  CUSIP
      Numbers.




The
      Company in issuing the Senior Notes may use “CUSIP” numbers (if then generally
      in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of
      redemption and other similar or related materials as a convenience to Holders; provided ,
      that
      any such notice or other materials may state that no representation is made
      as
      to the correctness of such numbers either as printed on the Senior Notes or
      as
      contained in any notice of redemption or other materials and that reliance
      may
      be placed only on the other identification numbers printed on the Senior Notes,
      and any such redemption shall not be affected by any defect in or omission
      of
      such numbers.




ARTICLE
      IV




SATISFACTION
      AND DISCHARGE




Section
      4.1  Satisfaction
      and Discharge of Indenture.




This
      Indenture shall, upon Company Request, cease to be of further effect (except
      as
      to any surviving rights of registration of transfer or exchange of Senior Notes
      herein expressly provided for and as otherwise provided in this Section
      4.1 )
      and the
      Trustee, on demand of and at the expense of the Company, shall execute proper
      instruments acknowledging satisfaction and discharge of this Indenture,
      when




(a)  either




(i)
      all
      Senior Notes theretofore authenticated and delivered (other than (A) Senior
      Notes that have been mutilated, destroyed, lost or stolen and that have been
      replaced or paid as provided in Section
      3.6 and (B)
      Senior Notes for whose payment money has theretofore been deposited in trust
      or
      segregated and held in trust by the Company and thereafter repaid to the Company
      or discharged from such trust as provided in Section
      10.2 )
      have
      been delivered to the Trustee for cancellation; or




(ii)
      all
      such Senior Notes not theretofore delivered to the Trustee for
      cancellation




(A)  have
      become due and payable; or




(B)  will
      become due and payable at their Stated Maturity within one (1) year of the
      date
      of deposit; or




(C)  are
      to be
      called for redemption within one (1) year under arrangements satisfactory to
      the
      Trustee for the giving of notice of redemption by the Trustee in the name,
      and
      at the expense, of the Company;




31


and
      the
      Company, in the case of subclause (ii)(A), (B) or (C) above, has deposited
      or
      caused to be deposited with the Trustee as trust funds in trust for such purpose
      (x) an amount in the currency or currencies in which the Senior Notes are
      payable, (y) Government Obligations which through the scheduled payment of
      principal and interest in respect thereof in accordance with their terms will
      provide, not later than the due date of any payment, money in an amount or
      (z) a
      combination thereof, in each case sufficient, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, to pay and discharge the entire
      indebtedness on such Senior Notes not theretofore delivered to the Trustee
      for
      cancellation, for principal, premium, if any, and interest (including any
      Additional Interest) to the date of such deposit (in the case of Senior Notes
      that have become due and payable) or to the Stated Maturity (or any date of
      principal repayment upon early maturity) or Redemption Date, as the case may
      be;




(b)  the
      Company has paid or caused to be paid all other sums payable hereunder by the
      Company; and




(c)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel each stating that all conditions precedent herein provided for relating
      to the satisfaction and discharge of this Indenture have been complied
      with.




Notwithstanding
      the satisfaction and discharge of this Indenture, the obligations of the Company
      to the Trustee under Section
      6.6 ,
      the
      obligations of the Company to any Authenticating Agent under Section
      6.11 and, if
      money shall have been deposited with the Trustee pursuant to subclause (a)(ii)
      of this Section
      4.1 ,
      the
      obligations of the Trustee under Section
      4.2 and Section
      10.2(e) shall
      survive.




Section
      4.2  Application
      of Trust Money.




Subject
      to the provisions of Section
      10.2(e) ,
      all
      money deposited with the Trustee pursuant to Section
      4.1 shall be
      held in trust and applied by the Trustee, in accordance with the provisions
      of
      the Senior Notes and this Indenture, to the payment in accordance with Section
      3.1 ,
      either
      directly or through any Paying Agent (including the Company acting as its own
      Paying Agent) as the Trustee may determine, to the Persons entitled thereto,
      of
      the principal and any premium and interest (including any Additional Interest)
      for the payment of which such money or obligations have been deposited with
      or
      received by the Trustee.




ARTICLE
      V




REMEDIES




Section
      5.1  Events
      of Default.




“ Event
      of Default ”
means,
      wherever used herein with respect to the Senior Notes, any one of the following
      events (whatever the reason for such Event of Default and whether it shall
      be
      voluntary or involuntary or be effected by operation of law or pursuant to
      any
      judgment, decree or order of any court or any order, rule or regulation of
      any
      administrative or governmental body):




32


(a)  default
      in the payment of any interest upon any Senior Note, including any Additional
      Interest in respect thereof, when it becomes due and payable, and continuance
      of
      such default for a period of thirty (30) days; or




(b)  default
      in the payment of the principal of or any premium on any Senior Note at its
      Maturity; or




(c)  default
      in the performance, or breach, of any covenant or warranty of the Company in
      this Indenture or the Purchase Agreement and continuance of such default or
      breach for a period of thirty (30) days after there has been given, by
      registered or certified mail, to the Company by the Trustee or to the Company
      and the Trustee by the Holders of at least twenty-five percent (25%) in
      aggregate principal amount of the Outstanding Senior Notes a written notice
      specifying such default or breach and requiring it to be remedied and stating
      that such notice is a “Notice of Default” hereunder (a “ Notice
      of Default ”);
      or




(d)  the
      entry
      by a court having jurisdiction in the premises of a decree or order adjudging
      the Company a bankrupt or insolvent, or approving as properly filed a petition
      seeking reorganization, arrangement, adjustment or composition of or in respect
      of the Company under any applicable federal or state bankruptcy, insolvency,
      reorganization or other similar law, or appointing a custodian, receiver,
      liquidator, assignee, trustee, sequestrator or other similar official of the
      Company or of any substantial part of its property, or ordering the winding
      up
      or liquidation of its affairs, and the continuance of any such decree or order
      for relief or any such other decree or order unstayed and in effect for a period
      of sixty (60) consecutive days; or




(e)  the
      institution by the Company of proceedings to be adjudicated a bankrupt or
      insolvent, or the consent by the Company to the institution of bankruptcy or
      insolvency proceedings against it, or the filing by the Company of a petition
      or
      answer or consent seeking reorganization or relief under any applicable federal
      or state bankruptcy, insolvency, reorganization or other similar law, or the
      consent by it to the filing of such petition or to the appointment of or taking
      possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
      or other similar official of the Company or of any substantial part of its
      property, or the making by it of an assignment for the benefit of creditors,
      or
      the admission by it in writing of its inability to pay its debts generally
      as
      they become due and its willingness to be adjudicated a bankrupt or insolvent,
      or the taking of corporate action by the Company in furtherance of any such
      action.




Section
      5.2  Acceleration
      of Maturity; Rescission and Annulment.




(a)  If
      an
      Event of Default occurs and is continuing, then and in every such case the
      Trustee or the Holders of not less than twenty-five percent (25%) in aggregate
      principal amount of the Outstanding Senior Notes may declare the principal
      amount of all the Senior Notes to be immediately due and payable, by a notice
      in
      writing to the Company (and to the Trustee if given by Holders).




(b)  At
      any
      time after such a declaration of acceleration with respect to Senior Notes
      has
      been made and before a judgment or decree for payment of the money due has
      been
      obtained by the Trustee as hereinafter provided in this Article
      V ,
      the
      Holders of a majority in aggregate principal amount of the Outstanding Senior
      Notes, by written notice to the Trustee, may rescind and annul such declaration
      and its consequences if:




33


(i)
      the
      Company has paid or deposited with the Trustee a sum sufficient to
      pay:




(A)  all
      overdue installments of interest on all Senior Notes;




(B)  any
      accrued Additional Interest on all Senior Notes;




(C)  the
      principal of and any premium on any Senior Notes that have become due otherwise
      than by such declaration of acceleration and interest (including any Additional
      Interest) thereon at the rate borne by the Senior Notes; and




(D)  all
      sums
      paid or advanced by the Trustee hereunder and the reasonable compensation,
      expenses, disbursements and advances of the Trustee and its agents and counsel;
      and




(ii)
      all
      Events of Default with respect to Senior Notes, other than the non-payment
      of
      the principal of Senior Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section
      5.13 ;




No
      such
      rescission shall affect any subsequent default or impair any right consequent
      thereon.




Section
      5.3  Collection
      of Indebtedness and Suits for Enforcement by Trustee.




(a)  The
      Company covenants that if:




(i)
      default is made in the payment of any installment of interest (including any
      Additional Interest) on any Senior Note when such interest becomes due and
      payable and such default continues for a period of thirty (30) days;
      or




(ii)
      default is made in the payment of the principal of and any premium on any Senior
      Note at the Maturity thereof;




the
      Company will, upon demand of the Trustee, pay to the Trustee, for the benefit
      of
      the Holders of such Senior Notes, the whole amount then due and payable on
      such
      Senior Notes for principal and any premium and interest (including any
      Additional Interest) and, in addition thereto, all amounts owing the Trustee
      under Section
      6.6 .




(b)  If
      the
      Company fails to pay such amounts forthwith upon such demand, the Trustee,
      in
      its own name and as trustee of an express trust, may institute a judicial
      proceeding for the collection of the sums so due and unpaid, and may prosecute
      such proceeding to judgment or final decree, and may enforce the same against
      the Company or any other obligor upon such Senior Notes and collect the moneys
      adjudged or decreed to be payable in the manner provided by law out of the
      property of the Company or any other obligor upon the Senior Notes, wherever
      situated.




34


(c)  If
      an
      Event of Default with respect to Senior Notes occurs and is continuing, the
      Trustee may in its discretion proceed to protect and enforce its rights and
      the
      rights of the Holders of Senior Notes by such appropriate judicial proceedings
      as the Trustee shall deem most effectual to protect and enforce any such rights,
      whether for the specific enforcement of any covenant or agreement in this
      Indenture or in aid of the exercise of any power granted herein, or to enforce
      any other proper remedy.




Section
      5.4  Trustee
      May File Proofs of Claim.




In
      case
      of any receivership, insolvency, liquidation, bankruptcy, reorganization,
      arrangement, adjustment, composition or similar judicial proceeding relative
      to
      the Company (or any other obligor upon the Senior Notes), its property or its
      creditors, the Trustee shall be entitled and empowered, by intervention in
      such
      proceeding or otherwise, to take any and all actions authorized hereunder in
      order to have claims of the Holders and the Trustee allowed in any such
      proceeding. In particular, the Trustee shall be authorized to collect and
      receive any moneys or other property payable or deliverable on any such claims
      and to distribute the same; and any custodian, receiver, assignee, trustee,
      liquidator, sequestrator or other similar official in any such judicial
      proceeding is hereby authorized by each Holder to make such payments to the
      Trustee and, in the event that the Trustee shall consent to the making of such
      payments directly to the Holders, to first pay to the Trustee any amount due
      it
      for the reasonable compensation, expenses, disbursements and advances of the
      Trustee, its agents and counsel, and any other amounts owing the Trustee, any
      predecessor Trustee and other Persons under Section
      6.6 .




Section
      5.5  Trustee
      May Enforce Claim Without Possession of Senior Notes.




All
      rights of action and claims under this Indenture or the Senior Notes may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Senior Notes or the production thereof in any proceeding relating thereto,
      and
      any such proceeding instituted by the Trustee shall be brought in its own name
      as trustee of an express trust, and any recovery of judgment shall after
      provision for the payment of all the amounts owing the Trustee, any predecessor
      Trustee and other Persons under Section
      6.6 ,
      be for
      the ratable benefit of the Holders of the Senior Notes in respect of which
      such
      judgment has been recovered.




Section
      5.6  Application
      of Money Collected.




Any
      money
      or property collected or to be applied by the Trustee with respect to the Senior
      Notes pursuant to this Article
      V shall be
      applied in the following order, at the date or dates fixed by the Trustee and,
      in case of the distribution of such money or property on account of principal
      or
      any premium or interest (including any Additional Interest), upon presentation
      of the Senior Notes and the notation thereon of the payment if only partially
      paid and upon surrender thereof if fully paid:




FIRST:
      To
      the payment of all amounts due the Trustee, any predecessor Trustee and other
      Persons under Section
      6.6 ;




SECOND:
      To the payment of the amounts then due and unpaid upon the Senior Notes for
      principal and any premium and interest (including any Additional Interest)
      in
      respect of which or for the benefit of which such money has been collected,
      ratably, without preference or priority of any kind, according to the amounts
      due and payable on the Senior Notes for principal and any premium and interest
      (including any Additional Interest), respectively; and




35


THIRD:
      The balance, if any, to the Person or Persons entitled thereto.




Section
      5.7  Limitation
      on Suits.




Subject
      to Section
      5.8 ,
      no
      Holder of any Senior Notes shall have any right to institute any proceeding,
      judicial or otherwise, with respect to this Indenture or for the appointment
      of
      a custodian, receiver, assignee, trustee, liquidator, sequestrator (or other
      similar official) or for any other remedy hereunder, unless:




(a)  such
      Holder has previously given written notice to the Trustee of a continuing Event
      of Default with respect to the Senior Notes;




(b)  the
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Senior Notes shall have made written request to the Trustee to
      institute proceedings in respect of such Event of Default in its own name as
      Trustee hereunder;




(c)  such
      Holder or Holders have offered to the Trustee reasonable indemnity against
      the
      costs, expenses and liabilities to be incurred in compliance with such
      request;




(d)  the
      Trustee after its receipt of such notice, request and offer of indemnity has
      failed to institute any such proceeding for sixty (60) days; and




(e)  no
      direction inconsistent with such written request has been given to the Trustee
      during such sixty (60)-day period by the Holders of a majority in aggregate
      principal amount of the Outstanding Senior Notes;




it
      being
      understood and intended that no one or more of such Holders shall have any
      right
      in any manner whatever by virtue of, or by availing itself of, any provision
      of
      this Indenture to affect, disturb or prejudice the rights of any other Holders
      of Senior Notes, or to obtain or to seek to obtain priority or preference over
      any other of such Holders or to enforce any right under this Indenture, except
      in the manner herein provided and for the equal and ratable benefit of all
      such
      Holders.




Section
      5.8  Unconditional
      Right of Holders to Receive Principal, Premium, if any, and
      Interest.




Notwithstanding
      any other provision in this Indenture, the Holder of any Senior Note shall
      have
      the right, which is absolute and unconditional, to receive payment of the
      principal of and premium, if any, on such Senior Note at its Maturity and
      payment of interest (including any Additional Interest) on such Senior Note
      when
      due and payable and to institute suit for the enforcement of any such payment,
      and such right shall not be impaired without the consent of such
      Holder.




36


Section
      5.9  Restoration
      of Rights and Remedies.




If
      the
      Trustee or any Holder has instituted any proceeding to enforce any right or
      remedy under this Indenture and such proceeding has been discontinued or
      abandoned for any reason, or has been determined adversely to the Trustee or
      such Holder, then and in every such case the Company, the Trustee and such
      Holder shall, subject to any determination in such proceeding, be restored
      severally and respectively to their former positions hereunder, and thereafter
      all rights and remedies of the Trustee and such Holder shall continue as though
      no such proceeding had been instituted.




Section
      5.10  Rights
      and Remedies Cumulative.




Except
      as
      otherwise provided in Section
      3.6(f) ,
      no
      right or remedy herein conferred upon or reserved to the Trustee or the Holders
      is intended to be exclusive of any other right or remedy, and every right and
      remedy shall, to the extent permitted by law, be cumulative and in addition
      to
      every other right and remedy given hereunder or now or hereafter existing at
      law
      or in equity or otherwise. The assertion or employment of any right or remedy
      hereunder, or otherwise, shall not prevent the concurrent assertion or
      employment of any other appropriate right or remedy.




Section
      5.11  Delay
      or Omission Not Waiver.




No
      delay
      or omission of the Trustee or any Holder of any Senior Notes to exercise any
      right or remedy accruing upon any Event of Default shall impair any such right
      or remedy or constitute a waiver of any such Event of Default or an acquiescence
      therein. Every right and remedy given by this Article
      V or by
      law to the Trustee or to the Holders may be exercised from time to time, and
      as
      often as may be deemed expedient, by the Trustee or the Holders, as the case
      may
      be.




Section
      5.12  Control
      by Holders.




The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Senior Notes shall have the right to direct the time, method and
      place of conducting any proceeding for any remedy available to the Trustee
      or
      exercising any trust or power conferred on the Trustee; provided ,
      that:




(a)  such
      direction shall not be in conflict with any rule of law or with this
      Indenture;




(b)  the
      Trustee may take any other action deemed proper by the Trustee that is not
      inconsistent with such direction; and




(c)  subject
      to the provisions of Section
      6.2 ,
      the
      Trustee shall have the right to decline to follow such direction if a
      Responsible Officer or Officers of the Trustee shall, in good faith, reasonably
      determine that the proceeding so directed would be unjustly prejudicial to
      the
      Holders not joining in any such direction or would involve the Trustee in
      personal liability.




37


Section
      5.13  Waiver
      of Past Defaults.




(a)  The
      Holders of not less than a majority in aggregate principal amount of the
      Outstanding Senior Notes may waive any past Event of Default hereunder and
      its
      consequences except an Event of Default:




(i)
      in
      the payment of the principal of, premium, if any, or interest (including any
      Additional Interest) on any Outstanding Senior Note (unless such Event of
      Default has been cured and the Company has paid to or deposited with the Trustee
      a sum sufficient to pay all installments of interest (including any Additional
      Interest) due and past due and all principal of and premium, if any, on all
      Senior Notes due otherwise than by acceleration); or




(ii)
      in
      respect of a covenant or provision hereof that under Article
      IX cannot
      be modified or amended without the consent of each Holder of any Outstanding
      Senior Note.




(b)  Any
      such
      waiver shall be deemed to be on behalf of the Holders of all the Outstanding
      Senior Notes.




(c)  Upon
      any
      such waiver, such Event of Default shall cease to exist and any Event of Default
      arising therefrom shall be deemed to have been cured for every purpose of this
      Indenture; but no such waiver shall extend to any subsequent or other Event
      of
      Default or impair any right consequent thereon.




Section
      5.14  Undertaking
      for Costs.




All
      parties to this Indenture agree, and each Holder of any Senior Note by his
      or
      her acceptance thereof shall be deemed to have agreed, that any court may in
      its
      discretion require, in any suit for the enforcement of any right or remedy
      under
      this Indenture, or in any suit against the Trustee for any action taken or
      omitted by it as Trustee, the filing by any party litigant in such suit of
      an
      undertaking to pay the costs of such suit, and that such court may in its
      discretion assess reasonable costs, including reasonable attorneys’ fees and
      expenses, against any party litigant in such suit, having due regard to the
      merits and good faith of the claims or defenses made by such party litigant; provided , however ,
      that
      the provisions of this Section
      5.14 shall
      not apply to any suit instituted by the Trustee, to any suit instituted by
      any
      Holder, or group of Holders, holding in the aggregate more than ten percent
      (10%) in aggregate principal amount of the Outstanding Senior Notes, or to
      any
      suit instituted by any Holder for the enforcement of the payment of the
      principal of or premium, if any, on the Senior Note after the Stated Maturity
      or
      any interest (including any Additional Interest) on any Senior Note after it
      is
      due and payable.




Section
      5.15  Waiver
      of Usury, Stay or Extension Laws.




The
      Company covenants (to the extent that it may lawfully do so) that it will not
      at
      any time insist upon, or plead, or in any manner whatsoever claim or take the
      benefit or advantage of, any usury, stay or extension law wherever enacted,
      now
      or at any time hereafter in force, which may affect the covenants or the
      performance of this Indenture; and the Company (to the extent that it may
      lawfully do so) hereby expressly waives all benefit or advantage of any such
      law, and covenants that it will not hinder, delay or impede the execution of
      any
      power herein granted to the Trustee, but will suffer and permit the execution
      of
      every such power as though no such law had been enacted.




38


ARTICLE
      VI




THE
      TRUSTEE




Section
      6.1  Corporate
      Trustee Required.




There
      shall at all times be a Trustee hereunder with respect to the Senior Notes.
      The
      Trustee shall be a corporation or national banking association organized and
      doing business under the laws of the United States or of any state thereof,
      authorized to exercise corporate trust powers, having a combined capital and
      surplus of at least $50,000,000, subject to supervision or examination by
      federal or state authority and having an office within the United States. If
      such entity publishes reports of condition at least annually, pursuant to law
      or
      to the requirements of such supervising or examining authority, then, for the
      purposes of this Section
      6.1 ,
      the
      combined capital and surplus of such entity shall be deemed to be its combined
      capital and surplus as set forth in its most recent report of condition so
      published. If at any time the Trustee shall cease to be eligible in accordance
      with the provisions of this Section
      6.1 ,
      it
      shall resign immediately in the manner and with the effect hereinafter specified
      in this Article
      VI .




Section
      6.2  Certain
      Duties and Responsibilities.




(a)  Except
      during the continuance of an Event of Default:




(i)
      the
      Trustee undertakes to perform such duties and only such duties as are
      specifically set forth in this Indenture, and no implied covenants or
      obligations shall be read into this Indenture against the Trustee;
      and




(ii)
      in
      the absence of bad faith on its part, the Trustee may conclusively rely, as
      to
      the truth of the statements and the correctness of the opinions expressed
      therein, upon certificates or opinions furnished to the Trustee and conforming
      to the requirements of this Indenture; provided ,
      that in
      the case of any such certificates or opinions that by any provision hereof
      are
      specifically required to be furnished to the Trustee, the Trustee shall be
      under
      a duty to examine the same to determine whether or not they substantially
      conform on their face to the requirements of this Indenture.




(b)  If
      an
      Event of Default known to the Trustee has occurred and is continuing, the
      Trustee shall, prior to the receipt of directions, if any, from the Holders
      of
      at least a majority in aggregate principal amount of the Outstanding Senior
      Notes, exercise such of the rights and powers vested in it by this Indenture,
      and use the same degree of care and skill in its exercise, as a prudent person
      would exercise or use under the circumstances in the conduct of such person’s
      own affairs.




(c)  Notwithstanding
      the foregoing, no provision of this Indenture shall require the Trustee to
      expend or risk its own funds or otherwise incur any financial liability in
      the
      performance of any of its duties hereunder, or in the exercise of any of its
      rights or powers, if it shall have reasonable grounds for believing that
      repayment of such funds or adequate indemnity against such risk or liability
      is
      not reasonably assured to it. Whether or not therein expressly so provided,
      every provision of this Indenture relating to the conduct or affecting the
      liability of or affording protection to the Trustee shall be subject to the
      provisions of this Section
      6.2 .
      To the
      extent that, at law or in equity, the Trustee has duties and liabilities
      relating to the Holders, the Trustee shall not be liable to any Holder for
      the
      Trustee’s good faith reliance on the provisions of this Indenture. The
      provisions of this Indenture, to the extent that they restrict the duties and
      liabilities of the Trustee otherwise existing at law or in equity, are agreed
      by
      the Company and the Holders to replace such other duties and liabilities of
      the
      Trustee.




39


(d)  No
      provisions of this Indenture shall be construed to relieve the Trustee from
      liability with respect to matters that are within the authority of the Trustee
      under this Indenture for its own negligent action, negligent failure to act
      or
      willful misconduct, except that:




(i)
      the
      Trustee shall not be liable for any error or judgment made in good faith by
      an
      authorized officer of the Trustee, unless it shall be proved that the Trustee
      was negligent in ascertaining the pertinent facts;




(ii)
      the
      Trustee shall not be liable with respect to any action taken or omitted to
      be
      taken by it in good faith in accordance with the direction of the Holders of
      at
      least a majority in aggregate principal amount of the Outstanding Senior Notes
      (or such other percentage as may be required by the terms hereof) relating
      to
      the time, method and place of conducting any proceeding for any remedy available
      to the Trustee under this Indenture; and




(iii)
      the
      Trustee shall be under no liability for interest on any money received by it
      hereunder except as otherwise agreed in writing with the Company and money
      held
      by the Trustee in trust hereunder need not be segregated from other funds except
      to the extent required by law.




Section
      6.3  Notice
      of Defaults.




Within
      ninety (90) days after the occurrence of any default actually known to the
      Trustee, the Trustee shall give the Holders notice of such default unless such
      default shall have been cured or waived; provided ,
      that
      except in the case of a default in the payment of the principal of or any
      premium or interest on any Senior Notes, the Trustee shall be fully protected
      in
      withholding the notice if and so long as the board of directors, the executive
      committee or a trust committee of directors and/or Responsible Officers of
      the
      Trustee in good faith determines that withholding the notice is in the interest
      of Holders; and provided , further ,
      that in
      the case of any default of the character specified in Section
      5.1(c) ,
      no such
      notice to Holders shall be given until at least thirty (30) days after the
      occurrence thereof. For the purpose of this Section
      6.3 ,
      the
      term “ default ”
means
      any event which is, or after notice or lapse of time or both would become,
      an
      Event of Default.




Section
      6.4  Certain
      Rights of Trustee.




Subject
      to the provisions of Section
      6.2 :




40


(a)  the
      Trustee may conclusively rely and shall be fully protected in acting or
      refraining from acting in good faith and in accordance with the terms hereof
      upon any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, debenture, note or other
      paper
      or document reasonably believed by it to be genuine and to have been signed
      or
      presented by the proper party or parties;




(b)  if
      (i) in
      performing its duties under this Indenture the Trustee is required to decide
      between alternative courses of action, (ii) in construing any of the provisions
      of this Indenture the Trustee finds ambiguous or inconsistent with any other
      provisions contained herein or (iii) the Trustee is unsure of the application
      of
      any provision of this Indenture, then, except as to any matter as to which
      the
      Holders are entitled to decide under the terms of this Indenture, the Trustee
      shall deliver a notice to the Company requesting the Company’s written
      instruction as to the course of action to be taken and the Trustee shall take
      such action, or refrain from taking such action, as the Trustee shall be
      instructed in writing to take, or to refrain from taking, by the Company; provided ,
      that if
      the Trustee does not receive such instructions from the Company within ten
      (10)
      Business Days after it has delivered such notice or such reasonably shorter
      period of time set forth in such notice the Trustee may, but shall be under
      no
      duty to, take such action, or refrain from taking such action, as the Trustee
      shall deem advisable and in the best interests of the Holders, in which event
      the Trustee shall have no liability except for its own negligence, bad faith
      or
      willful misconduct;




(c)  any
      request or direction of the Company shall be sufficiently evidenced by a Company
      Request or Company Order and any resolution of the Board of Directors may be
      sufficiently evidenced by a Board Resolution;




(d)  the
      Trustee may consult with counsel (which counsel may be counsel to the Trustee,
      the Company or any of its Affiliates, and may include any of its employees)
      and
      the advice of such counsel or any Opinion of Counsel shall be full and complete
      authorization and protection in respect of any action taken, suffered or omitted
      by it hereunder in good faith and in reliance thereon;




(e)  the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Indenture at the request or direction of any of the Holders
      pursuant to this Indenture, unless such Holders shall have offered to the
      Trustee security or indemnity reasonably satisfactory to it against the costs,
      expenses (including reasonable attorneys’ fees and expenses) and liabilities
      that might be incurred by it in compliance with such request or direction,
      including reasonable advances as may be requested by the Trustee;




(f)  the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, direction, consent, order, bond, indenture, note or other
      paper
      or document, but the Trustee in its discretion may make such inquiry or
      investigation into such facts or matters as it may see fit, and, if the Trustee
      shall determine to make such inquiry or investigation, it shall be entitled
      to
      examine the books, records and premises of the Company, personally or by agent
      or attorney;




(g)  the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents, attorneys, custodians or
      nominees and the Trustee shall not be responsible for any misconduct or
      negligence on the part of any such agent, attorney, custodian or nominee
      appointed with due care by it hereunder;




41


(h)  whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      to
      receive instructions with respect to enforcing any remedy or right or taking
      any
      other action with respect to enforcing any remedy or right hereunder, the
      Trustee (i) may request instructions from the Holders (which instructions may
      only be given by the Holders of the same aggregate principal amount of
      Outstanding Senior Notes as would be entitled to direct the Trustee under this
      Indenture in respect of such remedy, right or action), (ii) may refrain from
      enforcing such remedy or right or taking such action until such instructions
      are
      received and (iii) shall be protected in acting in accordance with such
      instructions;




(i)  except
      as
      otherwise expressly provided by this Indenture, the Trustee shall not be under
      any obligation to take any action that is discretionary under the provisions
      of
      this Indenture;




(j)  without
      prejudice to any other rights available to the Trustee under applicable law,
      when the Trustee incurs expenses or renders services in connection with any
      bankruptcy, insolvency or other proceeding referred to in clauses (d) or (e)
      of
      the definition of Event of Default specified in Section
      5.1 ,
      such
      expenses (including legal fees and expenses of its agents and counsel) and
      the
      compensation for such services are intended to constitute expenses of
      administration under any bankruptcy laws or law relating to creditors rights
      generally;




(k)  whenever
      in the administration of this Indenture the Trustee shall deem it desirable
      that
      a matter be proved or established prior to taking, suffering or omitting any
      action hereunder, the Trustee (unless other evidence be herein specifically
      prescribed) may, in the absence of bad faith on its part, conclusively rely
      upon
      an Officers’ Certificate addressing such matter, which, upon receipt of such
      request, shall be promptly delivered by the Company;




(l)  the
      Trustee shall not be charged with knowledge of any Event of Default unless
      either (i) a Responsible Officer of the Trustee shall have actual knowledge
      or
      (ii) the Trustee shall have received written notice thereof from the Company
      or
      a Holder; and




(m)  in
      the
      event that the Trustee is also acting as Paying Agent, Authenticating Agent
      or
      Securities Registrar hereunder, the rights and protections afforded to the
      Trustee pursuant to this Article
      VI shall
      also be afforded such Paying Agent, Authenticating Agent or Securities
      Registrar.




Section
      6.5  May
      Hold Senior Notes.




The
      Trustee, any Authenticating Agent, any Paying Agent, any Securities Registrar
      or
      any other agent of the Company, in its individual or any other capacity, may
      become the owner or pledgee of Senior Notes and may otherwise deal with the
      Company with the same rights it would have if it were not Trustee,
      Authenticating Agent, Paying Agent, Securities Registrar or such other
      agent.




42


Section
      6.6  Compensation;
      Reimbursement; Indemnity.




(a)  The
      Company agrees:




(i)
      to
      pay to the Trustee from time to time reasonable compensation for all services
      rendered by it hereunder in such amounts as the Company and the Trustee shall
      agree from time to time (which compensation shall not be limited by any
      provision of law in regard to the compensation of a trustee of an express
      trust);




(ii)
      to
      reimburse the Trustee upon its request for all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance with
      any provision of this Indenture (including the reasonable compensation and
      the
      expenses and disbursements of its agents and counsel), except any such expense,
      disbursement or advance as may be attributable to its negligence, bad faith
      or
      willful misconduct; and




(iii)
      to
      the fullest extent permitted by applicable law, to indemnify the Trustee
      (including in its individual capacity) and its Affiliates, and their officers,
      directors, shareholders, agents, representatives and employees for, and to
      hold
      them harmless against, any loss, damage, liability, tax (other than income,
      franchise or other taxes imposed on amounts paid pursuant to clause (i) or
      (ii)
      of this Section
      6.6(a) ),
      penalty, expense or claim of any kind or nature whatsoever incurred without
      negligence, bad faith or willful misconduct on its part arising out of or in
      connection with the acceptance or administration of this trust or the
      performance of the Trustee’s duties hereunder, including the costs and expenses
      of defending itself against any claim or liability in connection with the
      exercise or performance of any of its powers or duties hereunder.




(b)  To
      secure
      the Company’s payment obligations in this Section
      6.6 ,
      the
      Company hereby grants and pledges to the Trustee and the Trustee shall have
      a
      lien prior to the Senior Notes on all money or property held or collected by
      the
      Trustee, other than money or property held in trust to pay principal and
      interest on particular Senior Notes. Such lien shall survive the satisfaction
      and discharge of this Indenture or the resignation or removal of the
      Trustee.




(c)  The
      obligations of the Company under this Section
      6.6 shall
      survive the satisfaction and discharge of this Indenture and the earlier
      resignation or removal of the Trustee.




(d)  In
      no
      event shall the Trustee be liable for any indirect, special, punitive or
      consequential loss or damage of any kind whatsoever, including, but not limited
      to, lost profits, even if the Trustee has been advised of the likelihood of
      such
      loss or damage and regardless of the form of action.




(e)  In
      no
      event shall the Trustee be liable for any failure or delay in the performance
      of
      its obligations hereunder because of circumstances beyond its control,
      including, but not limited to, acts of God, flood, war (whether declared or
      undeclared), terrorism, fire, riot, embargo, government action, including any
      laws, ordinances, regulations, governmental action or the like which delay,
      restrict or prohibit the providing of the services contemplated by this
      Indenture.




43


Section
      6.7  Resignation
      and Removal; Appointment of Successor.




(a)  No
      resignation or removal of the Trustee and no appointment of a successor Trustee
      pursuant to this Article
      VI shall
      become effective until the acceptance of appointment by the successor Trustee
      under Section
      6.8 .




(b)  The
      Trustee may resign at any time by giving written notice thereof to the
      Company.




(c)  Unless
      an
      Event of Default shall have occurred and be continuing, the Trustee may be
      removed at any time by the Company by a Board Resolution. If an Event of Default
      shall have occurred and be continuing, the Trustee may be removed by Act of
      the
      Holders of a majority in aggregate principal amount of the Outstanding Senior
      Notes, delivered to the Trustee and to the Company.




(d)  If
      the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any reason, at a time when no Event
      of
      Default shall have occurred and be continuing, the Company, by a Board
      Resolution, shall promptly appoint a successor Trustee, and such successor
      Trustee and the retiring Trustee shall comply with the applicable requirements
      of Section
      6.8 .
      If the
      Trustee shall resign, be removed or become incapable of acting, or if a vacancy
      shall occur in the office of Trustee for any reason, at a time when an Event
      of
      Default shall have occurred and be continuing, the Holders, by Act of the
      Holders of a majority in aggregate principal amount of the Outstanding Senior
      Notes, shall promptly appoint a successor Trustee, and such successor Trustee
      and the retiring Trustee shall comply with the applicable requirements of Section
      6.8 .
      If no
      successor Trustee shall have been so appointed by the Company or the Holders
      and
      accepted appointment within sixty (60) days after the giving of a notice of
      resignation by the Trustee or the removal of the Trustee in the manner required
      by Section
      6.8 ,
      any
      Holder who has been a *bona
      fide* Holder
      of a Senior Note for at least six (6) months may, on behalf of such Holder
      and
      all others similarly situated, and any resigning Trustee may, at the expense
      of
      the Company, petition any court of competent jurisdiction for the appointment
      of
      a successor Trustee.




(e)  The
      Company shall give notice to all Holders in the manner provided in Section
      1.6 of each
      resignation and each removal of the Trustee and each appointment of a successor
      Trustee. Each notice shall include the name of the successor Trustee and the
      address of its Corporate Trust Office.




Section
      6.8  Acceptance
      of Appointment by Successor.




(a)  In
      case
      of the appointment hereunder of a successor Trustee, each successor Trustee
      so
      appointed shall execute, acknowledge and deliver to the Company and to the
      retiring Trustee an instrument accepting such appointment, and thereupon the
      resignation or removal of the retiring Trustee shall become effective and such
      successor Trustee, without any further act, deed or conveyance, shall become
      vested with all the rights, powers, trusts and duties of the retiring Trustee; provided ,
      that on
      the request of the Company or the successor Trustee, such retiring Trustee
      shall, upon payment of its charges, execute and deliver an instrument
      transferring to such successor Trustee all the rights, powers and trusts of
      the
      retiring Trustee and shall duly assign, transfer and deliver to such successor
      Trustee all property and money held by such retiring Trustee
      hereunder.




44


(b)  Upon
      request of any such successor Trustee, the Company shall execute any and all
      instruments for more fully and certainly vesting in and confirming to such
      successor Trustee all rights, powers and trusts referred to in paragraph (a)
      of
      this Section
      6.8 .




(c)  No
      successor Trustee shall accept its appointment unless at the time of such
      acceptance such successor Trustee shall be qualified and eligible under this Article
      VI .




Section
      6.9  Merger,
      Conversion, Consolidation or Succession to Business.




Any
      Person into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any Person resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any Person succeeding
      to
      all or substantially all of the corporate trust business of the Trustee, shall
      be the successor of the Trustee hereunder, without the execution or filing
      of
      any paper or any further act on the part of any of the parties hereto; provided ,
      that
      such Person shall be otherwise qualified and eligible under this Article
      VI .
      In case
      any Senior Notes shall have been authenticated, but not delivered, by the
      Trustee then in office, any successor by merger, conversion or consolidation
      or
      as otherwise provided above in this Section
      6.9 to such
      authenticating Trustee may adopt such authentication and deliver the Senior
      Notes so authenticated, and in case any Senior Notes shall not have been
      authenticated, any successor to the Trustee may authenticate such Senior Notes
      either in the name of any predecessor Trustee or in the name of such successor
      Trustee, and in all cases the certificate of authentication shall have the
      full
      force which it is provided anywhere in the Senior Notes or in this Indenture
      that the certificate of the Trustee shall have.




Section
      6.10  Not
      Responsible for Recitals or Issuance of Senior Notes.




The
      recitals contained herein and in the Senior Notes, except the Trustee’s
      certificates of authentication, shall be taken as the statements of the Company,
      and neither the Trustee nor any Authenticating Agent assumes any responsibility
      for their correctness. The Trustee makes no representations as to the validity
      or sufficiency of this Indenture or of the Senior Notes. Neither the Trustee
      nor
      any Authenticating Agent shall be accountable for the use or application by
      the
      Company of the Senior Notes or the proceeds thereof.




Section
      6.11  Appointment
      of Authenticating Agent.




(a)  The
      Trustee may appoint an Authenticating Agent or Agents with respect to the Senior
      Notes, which shall be authorized to act on behalf of the Trustee to authenticate
      Senior Notes issued upon original issue and upon exchange, registration of
      transfer or partial redemption thereof or pursuant to Section
      3.6 ,
      and
      Senior Notes so authenticated shall be entitled to the benefits of this
      Indenture and shall be valid and obligatory for all purposes as if authenticated
      by the Trustee hereunder. Wherever reference is made in this Indenture to the
      authentication and delivery of Senior Notes by the Trustee or the Trustee’s
      certificate of authentication, such reference shall be deemed to include
      authentication and delivery on behalf of the Trustee by an Authenticating Agent.
      Each Authenticating Agent shall be acceptable to the Company and shall at all
      times be an entity organized and doing business under the laws of the United
      States of America, or of any State or Territory thereof or the District of
      Columbia, authorized under such laws to act as Authenticating Agent, having
      a
      combined capital and surplus of not less than $50,000,000 and subject to
      supervision or examination by federal or state authority. If such Authenticating
      Agent publishes reports of condition at least annually pursuant to law or to
      the
      requirements of said supervising or examining authority, then for the purposes
      of this Section
      6.11 the
      combined capital and surplus of such Authenticating Agent shall be deemed to
      be
      its combined capital and surplus as set forth in its most recent report of
      condition so published. If at any time an Authenticating Agent shall cease
      to be
      eligible in accordance with the provisions of this Section
      6.11 ,
      such
      Authenticating Agent shall resign immediately in the manner and with the effect
      specified in this Section
      6.11 .




45


(b)  Any
      Person into which an Authenticating Agent may be merged or converted or with
      which it may be consolidated, or any Person resulting from any merger,
      conversion or consolidation to which such Authenticating Agent shall be a party,
      or any Person succeeding to all or substantially all of the corporate trust
      business of an Authenticating Agent shall be the successor Authenticating Agent
      hereunder; provided ,
      that
      such Person shall be otherwise eligible under this Section
      6.11 ,
      without
      the execution or filing of any paper or any further act on the part of the
      Trustee or the Authenticating Agent.




(c)  An
      Authenticating Agent may resign at any time by giving written notice thereof
      to
      the Trustee and to the Company. The Trustee may at any time terminate the agency
      of an Authenticating Agent by giving written notice thereof to such
      Authenticating Agent and to the Company. Upon receiving such a notice of
      resignation or upon such a termination, or in case at any time such
      Authenticating Agent shall cease to be eligible in accordance with the
      provisions of this Section
      6.11 ,
      the
      Trustee may appoint a successor Authenticating Agent eligible under the
      provisions of this Section
      6.11 ,
      which
      shall be acceptable to the Company, and shall give notice of such appointment
      to
      all Holders. Any successor Authenticating Agent upon acceptance of its
      appointment hereunder shall become vested with all the rights, powers and duties
      of its predecessor hereunder, with like effect as if originally named as an
      Authenticating Agent.




(d)  The
      Company agrees to pay to each Authenticating Agent from time to time reasonable
      compensation for its services under this Section
      6.11 in such
      amounts as the Company and the Authenticating Agent shall agree from time to
      time.




(e)  If
      an
      appointment of an Authenticating Agent is made pursuant to this Section
      6.11 ,
      the
      Senior Notes may have endorsed thereon, in addition to the Trustee’s certificate
      of authentication, an alternative certificate of authentication in the following
      form:




46


This
      is
      one of the Senior Notes referred to in the within mentioned Indenture.




Dated:




WELLS
                FARGO BANK, N.A.,not
                in its individual capacity, but solely as TrusteeBy:
                ______________________________________
              Authenticating
                AgentBy:
                ______________________________________
              Authorized
                Signatory


ARTICLE
      VII






HOLDER’S
      LISTS AND REPORTS BY COMPANY




Section
      7.1  Company
      to Furnish Trustee Names and Addresses of Holders.




The
      Company will furnish or cause to be furnished to the Trustee:




(a)  semiannually,
      on or before June 30 and December 31 of each year, a list, in such form as
      the
      Trustee may reasonably require, of the names and addresses of the Holders as
      of
      a date not more than fifteen (15) days prior to the delivery thereof;
      and




(b)  at
      such
      other times as the Trustee may request in writing, within thirty (30) days
      after
      the receipt by the Company of any such request, a list of similar form and
      content as of a date not more than fifteen (15) days prior to the time such
      list
      is furnished;




in
      each
      case to the extent such information is in the possession or control of the
      Company and has not otherwise been received by the Trustee in its capacity
      as
      Securities Registrar.




Section
      7.2  Preservation
      of Information, Communications to Holders.




(a)  The
      Trustee shall preserve, in as current a form as is reasonably practicable,
      the
      names and addresses of Holders contained in the most recent list furnished
      to
      the Trustee as provided in Section
      7.1 and the
      names and addresses of Holders received by the Trustee in its capacity as
      Securities Registrar. The Trustee may destroy any list furnished to it as
      provided in Section
      7.1 upon
      receipt of a new list so furnished.




(b)  The
      rights of Holders to communicate with other Holders with respect to their rights
      under this Indenture or under the Senior Notes, and the corresponding rights
      and
      privileges of the Trustee, shall be as provided in the Trust Indenture
      Act.




(c)  Every
      Holder of Senior Notes, by receiving and holding the same, agrees with the
      Company and the Trustee that neither the Company nor the Trustee nor any agent
      of either of them shall be held accountable by reason of the disclosure of
      information as to the names and addresses of the Holders made pursuant to the
      Trust Indenture Act.




47


Section
      7.3  Reports
      by Company.




(a)  The
      Company shall furnish to the Holders and to prospective purchasers of Senior
      Notes, upon their request, the information required to be furnished pursuant
      to
      Rule 144A(d)(4) under the Securities Act. The delivery requirement set forth
      in
      the preceding sentence may be satisfied by compliance with Section
      7.3(b) .




(b)  The
      Company shall furnish to each of (i) the Trustee, (ii) the Holders and to
      subsequent holders of Senior Notes, (iii) the Purchaser, (iv) any beneficial
      owner of the Senior Notes reasonably identified to the Company (which
      identification may be made either by such beneficial owner or by the Purchaser)
      and (v) any designee of (i), (ii), (iii) or (iv) above, a duly completed and
      executed officer’s financial certificate substantially and substantively in the
      form attached hereto as Exhibit
      A ,
      including the financial statements referenced in such Exhibit, which certificate
      and financial statements shall be so furnished by the Company not later than
      forty-five (45) days after the end of each of the first three (3) fiscal
      quarters of each fiscal year of the Company and not later than ninety (90)
      days
      after the end of each fiscal year of the Company, to the extent such financial
      statements are not publicly available by such dates via EDGAR.




(c)  If
      the
      Company intends to file its annual and quarterly information with the Securities
      and Exchange Commission (the “ Commission ”)
      in
      electronic form pursuant to Regulation S-T of the Commission using the
      Commission’s Electronic Data Gathering, Analysis and Retrieval (“ EDGAR ”)
      system, the Company shall notify the Trustee in the manner prescribed herein
      of
      each such annual and quarterly filing. The Trustee is hereby authorized and
      directed to access the EDGAR system for purposes of retrieving the financial
      information so filed. Compliance with the foregoing shall constitute delivery
      by
      the Company of its financial statements to the Trustee in compliance with the
      provisions of Section 314(a) of the Trust Indenture Act, if applicable. The
      Trustee shall have no duty to search for or obtain any electronic or other
      filings that the Company makes with the Commission, regardless of whether such
      filings are periodic, supplemental or otherwise. Delivery of reports,
      information and documents to the Trustee pursuant to this Section
      7.3(c) shall be
      solely for purposes of compliance with this Section
      7.3(c) and, if
      applicable, with Section 314(a) of the Trust Indenture Act, and shall not
      relieve the Company of the requirement to deliver the certificate referred
      to in Section
      7.3(b) .
      The
      Trustee’s receipt of such reports, information and documents shall not
      constitute notice to it of the content thereof or any matter determinable from
      the content thereof, including the Company’s compliance with any of its
      covenants hereunder, as to which the Trustee is entitled to rely upon Officers’
Certificates.




(d)  The
      Trustee shall deliver, following its receipt thereof, a copy of all reports,
      certificates and information which it is entitled to receive under each of the
      Operative Documents, to (i) each Purchaser and (ii) a designee of (i) above,
      as
      identified in writing to the Trustee.




48


ARTICLE
      VIII




CONSOLIDATION,
      MERGER, CONVEYANCE, TRANSFER OR LEASE




Section
      8.1  Company
      May Consolidate, Etc., Only on Certain Terms.




The
      Company shall not consolidate with or merge into any other Person or convey,
      transfer or lease its properties and assets substantially as an entirety to
      any
      Person, and no Person shall consolidate with or merge into the Company or
      convey, transfer or lease its properties and assets substantially as an entirety
      to the Company, unless:




(a)  if
      the
      Company shall consolidate with or merge into another Person or convey, transfer
      or lease its properties and assets substantially as an entirety to any Person,
      the entity formed by such consolidation or into which the Company is merged
      or
      the Person that acquires by conveyance or transfer, or that leases, the
      properties and assets of the Company substantially as an entirety shall be
      an
      entity organized and existing under the laws of the United States of America
      or
      any State or Territory thereof or the District of Columbia and shall expressly
      assume, by an indenture supplemental hereto, executed and delivered to the
      Trustee, in form reasonably satisfactory to the Trustee, the due and punctual
      payment of the principal of and any premium and interest (including any
      Additional Interest) on all the Senior Notes and the performance of every
      covenant of this Indenture on the part of the Company to be performed or
      observed;




(b)  immediately
      after giving effect to such transaction, no Event of Default, and no event
      that,
      after notice or lapse of time, or both, would constitute an Event of Default,
      shall have happened and be continuing; and




(c)  the
      Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
      Counsel, each stating that such consolidation, merger, conveyance, transfer
      or
      lease and, if a supplemental indenture is required in connection with such
      transaction, any such supplemental indenture, comply with this Article
      VIII and that
      all conditions precedent herein provided for relating to such transaction have
      been complied with; and the Trustee may rely upon such Officers’ Certificate and
      Opinion of Counsel as conclusive evidence that such transaction complies with
      this Section
      8.1 .




Section
      8.2  Successor
      Company Substituted.




(a)  Upon
      any
      consolidation or merger by the Company with or into any other Person, or any
      conveyance, transfer or lease by the Company of its properties and assets
      substantially as an entirety to any Person in accordance with Section
      8.1 and the
      execution and delivery to the Trustee of the supplemental indenture described
      in Section
      8.1(a) ,
      the
      successor entity formed by such consolidation or into which the Company is
      merged or to which such conveyance, transfer or lease is made shall succeed
      to,
      and be substituted for, and may exercise every right and power of, the Company
      under this Indenture with the same effect as if such successor Person had been
      named as the Company herein; and in the event of any such conveyance or
      transfer, following the execution and delivery of such supplemental indenture,
      the Company shall be discharged from all obligations and covenants under the
      Indenture and the Senior Notes.




49


(b)  Such
      successor Person to the Company may cause to be executed, and may issue either
      in its own name or in the name of the Company, any or all of the Senior Notes
      issuable hereunder that theretofore shall not have been signed by the Company
      and delivered to the Trustee; and, upon the order of such successor Person
      instead of the Company and subject to all the terms, conditions and limitations
      in this Indenture prescribed, the Trustee shall authenticate and shall deliver
      any Senior Notes that previously shall have been signed and delivered by the
      officers of the Company to the Trustee for authentication, and any Senior Notes
      that such successor Person thereafter shall cause to be executed and delivered
      to the Trustee on its behalf. All the Senior Notes so issued shall in all
      respects have the same legal rank and benefit under this Indenture as the Senior
      Notes theretofore or thereafter issued in accordance with the terms of this
      Indenture.




(c)  In
      case
      of any such consolidation, merger, sale, conveyance or lease, such changes
      in
      phraseology and form may be made in the Senior Notes thereafter to be issued
      as
      may be appropriate to reflect such occurrence.




ARTICLE
      IX




SUPPLEMENTAL
      INDENTURES




Section
      9.1  Supplemental
      Indentures without Consent of Holders.




Without
      the consent of any Holders, the Company, when authorized by a Board Resolution,
      and the Trustee, at any time and from time to time, may enter into one or more
      indentures supplemental hereto, in form reasonably satisfactory to the Trustee,
      for any of the following purposes:




(a)  to
      evidence the succession of another Person to the Company, and the assumption
      by
      any such successor of the covenants of the Company herein and in the Senior
      Notes; or




(b)  to
      evidence and provide for the acceptance of appointment hereunder by a successor
      trustee; or




(c)  to
      cure
      any ambiguity, to correct or supplement any provision herein that may be
      defective or inconsistent with any other provision herein, or to make or amend
      any other provisions with respect to matters or questions arising under this
      Indenture, which shall not be inconsistent with the other provisions of this
      Indenture; provided ,
      that
      such action pursuant to this clause (c) shall not be effected unless the Company
      has delivered a written notice of such amendment to the Holders at least twenty
      (20) days prior to the effective date of such amendment; provided , further ,
      that
      such action pursuant to this clause (c) shall not adversely affect in any
      material respect the interests of any Holders; or




(d)  to
      comply
      with the rules and regulations of any securities exchange or automated quotation
      system on which any of the Senior Notes may be listed, traded or quoted;
      or




(e)  to
      add to
      the covenants, restrictions or obligations of the Company or to add to the
      Events of Default; provided ,
      that
      such action pursuant to this clause (e) shall not adversely affect in any
      material respect the interests of any Holders; or




50


(f)  to
      modify, eliminate or add to any provisions of the Indenture or the Senior Notes
      to such extent as shall be necessary to ensure that the Senior Notes are treated
      as indebtedness of the Company for United States federal income tax purposes; provided ,
      that
      such action pursuant to this clause (f) shall not adversely affect in any
      material respect the interests of any Holders.




Section
      9.2  Supplemental
      Indentures with Consent of Holders.




(a)  Subject
      to Section
      9.1 ,
      with
      the consent of the Holders of not less than a majority in aggregate principal
      amount of the Outstanding Senior Notes, by Act of said Holders delivered to
      the
      Company and the Trustee, the Company, when authorized by a Board Resolution,
      and
      the Trustee may enter into an indenture or indentures supplemental hereto for
      the purpose of adding any provisions to or changing in any manner or eliminating
      any of the provisions of this Indenture or of modifying in any manner the rights
      of the Holders of Senior Notes under this Indenture; provided ,
      that no
      such supplemental indenture shall, without the consent of the Holder of each
      Outstanding Senior Note:




(i)
      except as set forth in Section
      3.1(f) ,
      change
      the Stated Maturity of the principal or any premium of any Senior Note or change
      the date of payment of any installment of interest (including any Additional
      Interest) on any Senior Note, or reduce the principal amount thereof or the
      rate
      of interest thereon or any premium payable upon the redemption thereof or change
      the place of payment where, or the coin or currency in which, any Senior Note
      or
      interest thereon is payable, or restrict or impair the right to institute suit
      for the enforcement of any such payment on or after such date; or




(ii)
      reduce the percentage in aggregate principal amount of the Outstanding Senior
      Notes, the consent of whose Holders is required for any such supplemental
      indenture, or the consent of whose Holders is required for any waiver of
      compliance with any provision of this Indenture or of defaults hereunder and
      their consequences provided for in this Indenture; or




(iii)
      modify any of the provisions of this Section
      9.2 , Section
      5.13 or Section
      10.6 ,
      except
      to increase any percentage in aggregate principal amount of the Outstanding
      Senior Notes, the consent of whose Holders is required for any reason, or to
      provide that certain other provisions of this Indenture cannot be modified
      or
      waived without the consent of the Holder of each Senior Note.




(b)  It
      shall
      not be necessary for any Act of Holders under this Section
      9.2 to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such Act shall approve the substance thereof.




Section
      9.3  Execution
      of Supplemental Indentures.




In
      executing or accepting the additional trusts created by any supplemental
      indenture permitted by this Article
      IX or the
      modifications thereby of the trusts created by this Indenture, the Trustee
      shall
      be entitled to receive, and shall be fully protected in conclusively relying
      upon, an Officers’ Certificate and an Opinion of Counsel stating that the
      execution of such supplemental indenture is authorized or permitted by this
      Indenture, and that all conditions precedent herein provided for relating to
      such action have been complied with. The Trustee may, but shall not be obligated
      to, enter into any such supplemental indenture that affects the Trustee’s own
      rights, duties, indemnities or immunities under this Indenture or otherwise.
      Copies of the final form of each supplemental indenture shall be delivered
      by
      the Trustee at the expense of the Company to each Holder promptly after the
      execution thereof.




51


Section
      9.4  Effect
      of Supplemental Indentures.




Upon
      the
      execution of any supplemental indenture under this Article
      IX ,
      this
      Indenture shall be modified in accordance therewith, and such supplemental
      indenture shall form a part of this Indenture for all purposes; and every Holder
      of Senior Notes theretofore or thereafter authenticated and delivered hereunder
      shall be bound thereby.




Section
      9.5  Reference
      in Senior Notes to Supplemental Indentures.




Senior
      Notes authenticated and delivered after the execution of any supplemental
      indenture pursuant to this Article
      IX may, and
      shall if required by the Company, bear a notation in form approved by the
      Company as to any matter provided for in such supplemental indenture. If the
      Company shall so determine, new Senior Notes so modified as to conform, in
      the
      opinion of the Company, to any such supplemental indenture may be prepared
      and
      executed by the Company and authenticated and delivered by the Trustee in
      exchange for Outstanding Senior Notes.




ARTICLE
      X




COVENANTS




Section
      10.1  Payment
      of Principal, Premium, if any, and Interest.




The
      Company covenants and agrees for the benefit of the Holders of the Senior Notes
      that it will duly and punctually pay the principal of and any premium and
      interest (including any Additional Interest) on the Senior Notes in accordance
      with the terms of the Senior Notes and this Indenture.




Section
      10.2  Money
      for Senior Note Payments to be Held in Trust.




(a)  If
      the
      Company shall at any time act as its own Paying Agent with respect to the Senior
      Notes, it will, on or before each due date of the principal of and any premium
      or interest (including any Additional Interest) on the Senior Notes, segregate
      and hold in trust for the benefit of the Persons entitled thereto a sum
      sufficient to pay the principal and any premium or interest (including
      Additional Interest) so becoming due until such sums shall be paid to such
      Persons or otherwise disposed of as herein provided, and will promptly notify
      the Trustee in writing of its failure so to act.




(b)  Whenever
      the Company shall have one or more Paying Agents, it will, prior to 10:00 A.M.,
      New York City time, on each due date of the principal of and any premium or
      interest (including any Additional Interest) on any Senior Notes, deposit with
      a
      Paying Agent a sum sufficient to pay such amount, such sum to be held as
      provided in the Trust Indenture Act and (unless such Paying Agent is the
      Trustee) the Company will promptly notify the Trustee of its failure so to
      act.




52


(c)  The
      Company will cause each Paying Agent for the Senior Notes other than the Trustee
      to execute and deliver to the Trustee an instrument in which such Paying Agent
      shall agree with the Trustee, subject to the provisions of this Section
      10.2 ,
      that
      such Paying Agent will (i) comply with the provisions of this Indenture and
      the
      Trust Indenture Act applicable to it as a Paying Agent and (ii) during the
      continuance of any default by the Company (or any other obligor upon the Senior
      Notes) in the making of any payment in respect of the Senior Notes, upon the
      written request of the Trustee, forthwith pay to the Trustee all sums held
      in
      trust by such Paying Agent for payment in respect of the Senior
      Notes.




(d)  The
      Company may at any time, for the purpose of obtaining the satisfaction and
      discharge of this Indenture or for any other purpose, pay, or by Company Order
      direct any Paying Agent to pay, to the Trustee all sums held in trust by the
      Company or such Paying Agent, such sums to be held by the Trustee upon the
      same
      trusts as those upon which such sums were held by the Company or such Paying
      Agent; and, upon such payment by any Paying Agent to the Trustee, such Paying
      Agent shall be released from all further liability with respect to such
      money.




(e)  Any
      money
      deposited with the Trustee or any Paying Agent, or then held by the Company
      in
      trust for the payment of the principal of and any premium or interest (including
      any Additional Interest) on any Senior Note and remaining unclaimed for two
      (2)
      years after such principal and any premium or interest has become due and
      payable shall (unless otherwise required by mandatory provision of applicable
      escheat or abandoned or unclaimed property law) be paid on Company Request
      to
      the Company, or (if then held by the Company) shall (unless otherwise required
      by mandatory provision of applicable escheat or abandoned or unclaimed property
      law) be discharged from such trust; and the Holder of such Senior Note shall
      thereafter, as an unsecured general creditor, look only to the Company for
      payment thereof, and all liability of the Trustee or such Paying Agent with
      respect to such trust money, and all liability of the Company as trustee
      thereof, shall thereupon cease; provided ,
      that
      the Trustee or such Paying Agent, before being required to make any such
      repayment, may at the expense of the Company cause to be published once, in
      a
      newspaper published in the English language, customarily published on each
      Business Day and of general circulation in the Borough of Manhattan, The City
      of
      New York, notice that such money remains unclaimed and that, after a date
      specified therein, which shall not be less than thirty (30) days from the date
      of such publication, any unclaimed balance of such money then remaining will
      be
      repaid to the Company.




Section
      10.3  Statement
      as to Compliance.




The
      Company shall deliver to the Trustee, within one hundred twenty (120) days
      after
      the end of each fiscal year of the Company ending after the date hereof, an
      Officers’ Certificate (substantially in the form attached hereto as Exhibit
      B )
      covering the preceding calendar year, stating whether or not to the knowledge
      of
      the signers thereof the Company is in default in the performance or observance
      of any of the terms, provisions and conditions of this Indenture (without regard
      to any period of grace or requirement of notice provided hereunder), and if
      the
      Company shall be in default, specifying all such defaults and the nature and
      status thereof of which they may have knowledge.




53


Section
      10.4  [Reserved].




Section
      10.5  Additional
      Covenants.




(a)  The
      Company covenants and agrees with each Holder of Senior Notes that if an Event
      of Default shall have occurred and be continuing, it shall not (i) declare
      or
      pay any dividends or distributions on, or redeem, purchase, acquire or make
      a
      liquidation payment with respect to, any Equity Interests of the Company, (ii)
      vote in favor of or permit or otherwise allow any of its Subsidiaries to declare
      or pay any dividends or distributions on, or redeem, purchase, acquire or make
      a
      liquidation payment with respect to or otherwise retire, any preferred Equity
      Interests of such Subsidiaries or other Equity Interests entitling the holders
      thereof to a stated rate of return (for the avoidance of doubt, whether such
      preferred Equity Interests are perpetual or otherwise), or (iii) make any
      payment of principal of or any interest or premium, if any, on or repay,
      repurchase or redeem any debt securities of the Company that rank *pari
      passu* in all
      respects with or junior in interest to the Senior Notes (other than (A)
      repurchases, redemptions or other acquisitions of Equity Interests of the
      Company in connection with any employment contract, benefit plan or other
      similar arrangement with or for the benefit of any one or more employees,
      officers, directors or consultants, in connection with a dividend reinvestment
      or Equity Interests purchase plan or in connection with the issuance of Equity
      Interests in the Company (or securities convertible into or exercisable for
      such
      Equity Interests) as consideration in an acquisition transaction entered into
      prior to the applicable Event of Default, (B) as a result of an exchange,
      conversion reclassification or combination of any class or series of the
      Company’s Equity Interests (or any Equity Interests in a Subsidiary of the
      Company) for any class or series of the Company’s Equity Interests or of any
      class or series of the Company’s indebtedness for any class or series of the
      Company’s Equity Interests, (C) the purchase of fractional interests in the
      Equity Interests of the Company pursuant to the conversion or exchange
      provisions of such Equity Interests or the security being converted or
      exchanged, (D) any declaration of a dividend in connection with any Rights
      Plan,
      the issuance of rights, Equity Interests or other property under any Rights
      Plan
      or the redemption or repurchase of rights pursuant thereto or (E) any dividend
      in the form of Equity Interests, warrants, options or other rights where the
      dividend Equity Interest or the Equity Interest issuable upon exercise of such
      warrants, options or other rights is the same Equity Interest as that on which
      the dividend is being paid or ranks *pari
      passu* with or
      junior to such Equity Interest).




(b)  The
      Company shall notify in writing, at least ten (10) Business Days prior to the
      occurrence thereof, the Trustee and each Holder of the occurrence of a Change
      of
      Control (the “ Change
      of Control Notice ”).
      If
      the Company and the Trustee shall have received, within thirty (30) days after
      the date the Change of Control occurs, and after timely delivering to the
      Holders the Change of Control Notice, written notice from any Holder of its
      election to cause the Defeasance or redemption, as applicable, of the Senior
      Notes as provided in this Section
      10.5(b) (the
“ Change
      of Control Election ”),
      then
      the Company shall cause Article
      XII to be
      applied to the Electing Senior Notes. **** Failure
      by the Company to timely deliver the Change of Control Notice shall not
      adversely affect the rights of the Holders to make a Change of Control Election,
      and the period for such Change of Control Election shall be tolled by the number
      of days such Change of Control Notice is delayed.




54


(c)  The
      Company also agrees to use its reasonable best efforts to meet the requirements
      to qualify, effective for the fiscal year ending December 31, 2005, and all
      future fiscal years, as a real estate investment trust under the
      Code.




(d)  The
      Company hereby covenants and agrees that at no time, without the prior written
      consent of Holders of a majority in
      aggregate principal amount of the Outstanding Senior Notes, will
      the
      Company issue any Debt (including all junior subordinated notes, trust preferred
      securities or other similarly structured subordinate debt) which ranks
      subordinate to the Senior Notes (the “ Subordinate
      Debt ”)
      if the
      result thereof is that the sum of (A) the principal amount of the Subordinate
      Debt proposed to be issued and (B) the outstanding principal amount of all
      Subordinated Debt exceeds twenty-five (25%) of the sum of (i) Consolidated
      Tangible Net Worth of the Company determined as of the end of the Company’s most
      recent fiscal quarter, (ii) the outstanding principal amount of all Subordinate
      Debt and (iii) the principal amount of the Subordinated Debt proposed to be
      issued.




Section
      10.6  Waiver
      of Covenants.




The
      Company may omit in any particular instance to comply with any covenant or
      condition contained in Section
      10.5 if,
      before or after the time for such compliance, the Holders of at least a majority
      in aggregate principal amount of the Outstanding Senior Notes shall, by Act
      of
      such Holders, either waive such compliance in such instance or generally waive
      compliance with such covenant or condition, but no such waiver shall extend
      to
      or affect such covenant or condition except to the extent so expressly waived,
      and, until such waiver shall become effective, the obligations of the Company
      in
      respect of any such covenant or condition shall remain in full force and effect.




Section
      10.7  Treatment
      of Senior Notes.




The
      Company will treat the Senior Notes as indebtedness, and the amounts, other
      than
      payments of principal, payable in respect of the principal amount of such Senior
      Notes as interest, for all U.S. federal income tax purposes. All payments in
      respect of the Senior Notes will be made free and clear of U.S. withholding
      tax
      to any beneficial owner thereof that has provided an Internal Revenue Service
      Form W-9 or W-8BEN or any other applicable form (or any substitute or successor
      form) establishing a complete exemption from U.S. withholding tax.




ARTICLE
      XI




REDEMPTION
      OF SENIOR NOTES




Section
      11.1  Optional
      Redemption and Mandatory Redemption.




The
      Company may, at its option, on a date no less than thirty (30) days and no
      more
      than sixty (60) days after receipt by the Trustee and the Holders of written
      notice of its election pursuant to this Section
      11.1 ,
      redeem
      the Senior Notes in whole at any time but not in part from time to time, at
      a
      redemption price equal to the Optional Redemption Price.




55


Section
      11.2  [Reserved].




Section
      11.3  Election
      to Redeem; Notice to Trustee.




The
      election of the Company to redeem any Senior Notes, in whole or in part, shall
      be evidenced by or pursuant to a Board Resolution. In case of any redemption
      at
      the election of the Company, the Company shall, not less than forty-five (45)
      days and not more than seventy-five (75) days prior to the Redemption Date
      (unless a shorter notice shall be satisfactory to the Trustee), notify the
      Trustee in writing of such date and of the principal amount of the Senior Notes
      to be redeemed and provide the additional information required to be included
      in
      the notice or notices contemplated by Section
      11.5 .
      In the
      case of any redemption of Senior Notes, in whole or in part, (a) prior to the
      expiration of any restriction on such redemption provided in this Indenture
      or
      the Senior Notes or (b) pursuant to an election of the Company which is subject
      to a condition specified in this Indenture or the Senior Notes, the Company
      shall furnish the Trustee with an Officers’ Certificate and an Opinion of
      Counsel evidencing compliance with such restriction or condition.




Section
      11.4  Selection
      of Senior Notes to be Redeemed.




(a)  If
      less
      than all the Senior Notes are to be redeemed, the particular Senior Notes to
      be
      redeemed shall be selected and redeemed on a *pro
      rata* basis
      not more than sixty (60) days prior to the Redemption Date by the Trustee from
      the Outstanding Senior Notes not previously called for redemption; provided ,
      that
      the unredeemed portion of the principal amount of any Senior Note shall be
      in an
      authorized denomination (which shall not be less than the minimum authorized
      denomination) for such Senior Note.




(b)  The
      Trustee shall promptly notify the Company in writing of the Senior Notes
      selected for redemption and, in the case of any Senior Notes selected for
      partial redemption, the principal amount thereof to be redeemed. For all
      purposes of this Indenture, unless the context otherwise requires, all
      provisions relating to the redemption of Senior Notes shall relate, in the
      case
      of any Senior Note redeemed or to be redeemed only in part, to the portion
      of
      the principal amount of such Senior Note that has been or is to be
      redeemed.




(c)  The
      provisions of paragraphs (a) and (b) of this Section
      11.4 shall
      not apply with respect to any redemption affecting only a single Senior Note,
      whether such Senior Note is to be redeemed in whole or in part. In the case
      of
      any such redemption in part, the unredeemed portion of the principal amount
      of
      the Senior Note shall be in an authorized denomination (which shall not be
      less
      than the minimum authorized denomination) for such Senior Note.




Section
      11.5  Notice
      of Redemption.




(a)  Notice
      of
      redemption shall be given not later than the thirtieth (30th) day, and not
      earlier than the sixtieth (60th) day, prior to the Redemption Date to each
      Holder of Senior Notes to be redeemed, in whole or in part.




(b)  With
      respect to Senior Notes to be redeemed, in whole or in part, each notice of
      redemption shall state:




56


(i)
      the
      Redemption Date;




(ii)
      the
      Optional Redemption Price or, if the Optional Redemption Price cannot be
      calculated prior to the time the notice is required to be sent, the estimate
      of
      the Optional Redemption Price, as calculated by the Company, together with
      a
      statement that it is an estimate and that the actual Optional Redemption Price
      will be calculated on the fifth Business Day prior to the Redemption Date (and
      if an estimate is provided, a further notice shall be sent of the actual
      Optional Redemption Price on the date that such Optional Redemption Price is
      calculated);




(iii)
      if
      less than all Outstanding Senior Notes are to be redeemed, the identification
      (and, in the case of partial redemption, the respective principal amounts)
      of
      the amount of and particular Senior Notes to be redeemed;




(iv)
      that
      on the Redemption Date, the Redemption Price will become due and payable upon
      each such Senior Note or portion thereof, and that any interest (including
      any
      Additional Interest) on such Senior Note or such portion, as the case may be,
      shall cease to accrue on and after said date; and




(v)
      the
      place or places where such Senior Notes are to be surrendered for payment of
      the
      Optional Redemption Price.




(c)  Notice
      of
      redemption of Senior Notes to be redeemed, in whole or in part, at the election
      of the Company shall be given by the Company or, at the Company’s request, by
      the Trustee in the name and at the expense of the Company and shall be
      irrevocable. The notice if mailed in the manner provided above shall be
      conclusively presumed to have been duly given, whether or not the Holder
      receives such notice. In any case, a failure to give such notice by mail or
      any
      defect in the notice to the Holder of any Senior Note designated for redemption
      as a whole or in part shall not affect the validity of the proceedings for
      the
      redemption of any other Senior Note.




Section
      11.6  Deposit
      of Optional Redemption Price.




Prior
      to
      10:00 A.M., New York City time, on the Redemption Date specified in the notice
      of redemption given as provided in Section
      11.5 ,
      the
      Company will deposit with the Trustee or with one or more Paying Agents (or
      if
      the Company is acting as its own Paying Agent, the Company will segregate and
      hold in trust as provided in Section
      10.2 )
      an
      amount of money sufficient to pay the Optional Redemption Price of, and any
      accrued interest (including any Additional Interest) on, all the Senior Notes
      (or portions thereof) that are to be redeemed on that date.




Section
      11.7  Payment
      of Senior Notes Called for Redemption.




(a)  If
      any
      notice of redemption has been given as provided in Section
      11.5 ,
      the
      Senior Notes or portion of Senior Notes with respect to which such notice has
      been given shall become due and payable on the date and at the place or places
      stated in such notice at the applicable Optional Redemption Price. On
      presentation and surrender of such Senior Notes at a Place of Payment specified
      in such notice, the Senior Notes or the specified portions thereof shall be
      paid
      and redeemed by the Company at the applicable Optional Redemption
      Price.




57


(b)  Upon
      presentation of any Senior Note redeemed in part only, the Company shall execute
      and the Trustee, upon receipt of a Company Order, shall authenticate and deliver
      to the Holder thereof, at the expense of the Company, a new Senior Note or
      Senior Notes, of authorized denominations, in aggregate principal amount equal
      to the unredeemed portion of the Senior Note so presented and having the same
      Original Issue Date, Stated Maturity and terms.




(c)  If
      any
      Senior Note called for redemption shall not be so paid upon surrender thereof
      for redemption, the principal of and any premium on such Senior Note shall,
      until paid, bear interest from and including the Redemption Date at the rate
      prescribed therefor in the Senior Note.




ARTICLE
      XII




DEFEASANCE




Section
      12.1   Defeasance
      and Discharge.




Upon
      the
      exercise of the option provided in Section
      10.5(b) by a
      Holder of Senior Notes as a result of a Change of Control to have this Section
      12.1 applied
      to the Electing Senior Notes, the Company shall, within thirty (30) days
      following its receipt of the Change of Control Election satisfy the conditions
      set forth in Section
      12.2 .
      The
      Company shall be deemed to have been discharged from its obligations with
      respect to the Electing Senior Notes as provided in this Section 12.1 on and
      after the date the conditions set forth in the Section
      12.2 are
      satisfied (hereinafter called “ Defeasance ”).
      For
      this purpose, such Defeasance means that the Company shall be deemed to have
      paid and discharged the entire indebtedness represented by the Electing Senior
      Notes and to have satisfied all of its other obligations under such Electing
      Senior Notes and this Indenture insofar as such Electing Senior Notes are
      concerned (and the Trustee, upon request and at the expense of the Company,
      shall execute proper instruments acknowledging the same), subject to the
      following, which shall survive until otherwise terminated or discharged
      hereunder (a) the rights of Holders of the Electing Senior Notes to receive,
      solely from the trust fund described in Section
      13.2 and as
      more fully set forth in such Section
      12.2 ,
      payments in respect of the principal of, premium, if any, and interest on the
      Electing Senior Notes when payments are due, (b) the Company’s obligations with
      respect to the Electing Senior Notes under Sections 2.4 , 3.5 , 3.6 ,
      and 10.2 ,
      (c) the
      rights, powers, trusts, duties and immunities of the Trustee hereunder and
      (d)
      this Article
      XII .




Section
      12.2   Conditions
      to Defeasance.




The
      following shall be the conditions to application of Section
      12.1 to the
      Electing Senior Notes:




(a)  The
      Company shall irrevocably have deposited or caused to be deposited with the
      Trustee (or another trustee that satisfies the requirements contemplated by Section
      6.1 and
      agree to comply with the provisions of this Article
      XII applicable to it) as trust funds in trust for the purpose of making the
      following payments, specifically pledged as security for, and dedicated solely
      to, the benefit of the Holders of Electing Senior Notes, (i) money in an amount
      in Dollars, (ii) Government Obligations that through the scheduled payment
      of
      principal and interest in respect thereof in accordance with their terms will
      provide, not later than one day before the due date of any payment, money in
      an
      amount in Dollars, or (iii) a combination thereof, in each case sufficient,
      in
      the opinion of a nationally recognized firm of independent public accountants
      expressed in a written certification thereof delivered to the Trustee, to pay
      and discharge, and which shall be applied by the Trustee (or any such other
      qualifying Trustee) to pay and discharge, one hundred percent (100%) of the
      principal amount of the Electing Senior Notes on the Stated Maturity plus
      interest on the Electing Senior Notes due and payable on the Interest Payment
      Dates occurring prior to and including the Stated Maturity, in accordance with
      the terms of this Indenture and the Electing Senior Notes.




58


(b)  Such
      Defeasance shall not cause the Trustee to have a conflicting interest within
      the
      meaning of the Trust Indenture Act.




(c)  Such
      Defeasance shall not result in the trust arising from such deposit constituting
      an “investment company” within the meaning of the Investment Company Act of
      1940, unless such trust shall be qualified or exempt from regulation
      thereunder.




(d)  The
      Company shall have delivered to the Trustee an Officers’ Certificate and an
      Opinion of Counsel, each stating that all conditions precedent with respect
      to
      such Defeasance have been complied with.




Section
      12.3   Deposited
      Money and U.S. Government Obligations to be Held in Trust; Other Miscellaneous
      Provisions.




Subject
      to the provisions of Section
      10.2(e) ,
      all
      money and Government Obligations (including the proceeds thereof) deposited
      with
      the Trustee or other qualifying trustee (solely for purposes of this Section
      12.3 and Section
      12.4 ,
      the
      Trustee and any such other trustee are referred to collectively as the
“ Trustee ”)
      pursuant to Section
      12.2 in
      respect of the Electing Senior Notes shall be held in trust and applied by
      the
      Trustee, in accordance with the provisions of the Electing Senior Notes and
      this
      Indenture, to the payment, either directly or through any such Paying Agent
      (including the Company acting as its own Paying Agent) as the Trustee may
      determine, to the Holders of the Electing Senior Notes, of all sums due and
      to
      become due thereon in respect of principal, premium, if any, and interest,
      but
      money so held in trust need not be segregated from other funds except to the
      extent required by law.




The
      Company shall pay and indemnify the Trustee against any tax, fee or other charge
      imposed on or assessed against the Government Obligations deposited pursuant
      to Section
      12.2 or the
      principal and interest received in respect thereof other than any such tax,
      fee
      or other charge that by law is for the account of the Holders of Electing Senior
      Notes.




Anything
      in this Article
      XII to the
      contrary notwithstanding, the Trustee shall deliver or pay to the Company from
      time to time upon Company Request any money or Government Obligations held
      by it
      as provided in Section
      12.2 with
      respect to the Electing Senior Notes that, in the opinion of a nationally
      recognized firm of independent public accountants expressed in a written
      certification thereof delivered to the Trustee, are in excess of the amount
      thereof that would then be required to be deposited to effect an equivalent
      Defeasance with respect to the Electing Senior Notes.




59


Section
      12.4   Reinstatement.




If
      the
      Trustee or the Paying Agent is unable to apply any money in accordance with
      this Article
      XII with
      respect to the Electing Senior Notes by reason of any order or judgment of
      any
      court or governmental authority enjoining, restraining or otherwise prohibiting
      such application, then the Company’s obligations under this Indenture and the
      Electing Senior Notes shall be revived and reinstated as though no deposit
      had
      occurred pursuant to this Article
      XII with
      respect to Electing Senior Notes until such time as the Trustee or Paying Agent
      is permitted to apply all money held in trust pursuant to Section
      12.3 with
      respect to the Electing Senior Notes in accordance with this Article
      XII ;
      provided, however, that if the Company makes any payment of principal of,
      premium, if any, or interest on any Electing Senior Note following the
      reinstatement of its obligations, the Company shall be subrogated to the rights
      of the Holders of Electing Senior Notes to receive such payment from the money
      so held in trust.




[signature
      page follows]









60


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




ANTHRACITE
                CAPITAL, INC.By:
              /s/ Richard
                SheaName:
              Richard SheaTitle:
              President
                and
                Chief Operating Officer
 WELLS
                  FARGO BANK,
                  N.A., as TrusteeBy:
                /s/ Tracy
                  M.
                  McLambName:
                Tracy M. McLambTitle:
                Vice
                  President







[Signature
      page to Indenture]




61
 
  Exhibit
        A


FORM
      OF
      OFFICER’S FINANCIAL CERTIFICATE




The
      undersigned, the **[CHIEF
      FINANCIAL OFFICER/TREASURER/ASSISTANT TREASURER/ SECRETARY/ASSISTANT SECRETARY,
      CHAIRMAN/VICE CHAIRMAN/CHIEF EXECUTIVE OFFICER/ PRESIDENT/VICE
      PRESIDENT]** of
      Anthracite Capital, Inc. (the “ Company ”)
      hereby
      certifies, pursuant to Section 7.3(b) of the Indenture, dated as of October
      [__], 2006 (the “ Indenture ”),
      between the Company and Wells Fargo Bank, N.A., as trustee, that, as of **[DATE]** , **[YEAR]** ,
      the
      Company, if applicable, and its subsidiaries had the following ratios and
      balances:




As
                of**[QUARTERLY/ANNUAL
                FINANCIAL DATE]**,**[YEAR]**Senior
                secured Debt (as defined in the Indenture)
            $Senior
                unsecured Debt
            $Subordinate
                Debt (as defined in the Indenture)
            $Total
                Debt
            $Ratio
                of (x) Subordinate Debt to (y) the sum of all Subordinate Debt plus
                Consolidated Tangible Net Worth (as defined in the
                Indenture)
            
            %







**[FOR
      FISCAL YEAR END: Attached hereto are the audited consolidated financial
      statements (including the balance sheet, income statement and statement of
      cash
      flows, and notes thereto, together with the report of the independent
      accountants thereon) of the Company and its consolidated subsidiaries for the
      three (3) years ended [DATE], [YEAR].]**




**[FOR
      FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
      consolidating financial statements (including the balance sheet and income
      statement) of the Company and its consolidated subsidiaries for the fiscal
      quarter ended [DATE], [YEAR].]**




The
      financial statements fairly present in all material respects, in accordance
      with
      U.S. generally accepted accounting principles (“ GAAP ”),
      the
      financial position of the Company and its consolidated subsidiaries, and the
      results of operations and changes in financial condition as of the date, and
      for
      the **[QUARTER]
      [YEAR]** ended **[DATE]** , **[YEAR]** ,
      and
      such financial statements have been prepared in accordance with GAAP
      consistently applied throughout the period involved (expect as otherwise noted
      therein).




There
      has
      been no monetary default with respect to any indebtedness owed by the Company
      and/or its subsidiaries (other than those defaults cured within thirty (30)
      days
      of the occurrence of the same) **[except
      as set forth below:]** .




Exhibit
          A-1


Attached
      hereto is a current organizational chart of the Company and its subsidiaries
      as
      of the date hereof.




IN
      WITNESS WHEREOF, the undersigned has executed this Officer’s Financial
      Certificate as of this **[DAY]** day of **[MONTH]** , **[YEAR]** .




ANTHRACITE
              CAPITAL, INC.By:Name:Title:**Anthracite
                Capital, Inc.****[ADDRESS]****[TELEPHONE
                NUMBER]**







Exhibit
          A-2
 
  Exhibit
        B


FORM
      OF


OFFICERS’
      CERTIFICATE


PURSUANT
      TO SECTION 10.3





Pursuant
      to Section 10.3 of the Indenture, dated as of October [__], 2006 (as modified,
      supplemented or amended from time to time, the “ Indenture ”)
      among
      Anthracite Capital, Inc., a Maryland corporation (the “ Company ”)
      and
      Wells Fargo Bank, N.A., as Trustee, each of the undersigned hereby certifies
      that, to the knowledge of the undersigned, the Company is not in default in
      the
      performance or observance of any of the terms, provisions and conditions of
      the
      Indenture (without regard to any period of grace or requirement of notice
      provided under the Indenture) for the fiscal period ending on **[DATE],
      [YEAR]**  **[,
      except as follows: SPECIFY EACH SUCH DEFAULT AND THE NATURE AND STATUS
      THEREOF]** .




Capitalized
      terms used herein, and not otherwise defined herein, have the respective
      meanings assigned thereto in the Indenture.




[signatures
      page follows]












Exhibit
          B-1





IN
      WITNESS WHEREOF, the undersigned have executed this Officers’ Certificate as of **[DATE]** , **[YEAR]** .





By:
            _________________________________  Name:
            _________________________________  Title:
            **[Must
                be the CHIEF EXECUTIVE OFFICER, the PRESIDENT or a SENIOR VICE PRESIDENT]**of
                Anthracite Capital, Inc.








By:
            _________________________________  Name:
            _________________________________  Title:
            **[Must
                be the CHIEF FINANCIAL OFFICER, the CHIEF ACCOUNTING OFFICER, the
                TREASURER or an ASSISTANT TREASURER]**of****Anthracite
                Capital, Inc.











Exhibit
          B-2