<PAGE>

                                                                   Exhibit T3C

================================================================================
                                                                EXECUTION COPY



                                 CRIIMI MAE INC.



                         ------------------------------





                  11.75% SERIES A SENIOR SECURED NOTES DUE 2006


                         ------------------------------


                                    INDENTURE


                         ------------------------------


                           Dated as of April 17, 2001


                         ------------------------------




                Wells Fargo Bank Minnesota, National Association,

                                   as Trustee





================================================================================
<PAGE>




                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
TRUST INDENTURE ACT SECTION                                                                       INDENTURE SECTION
---------------------------                                                                       -----------------
<S>                                                                                                        <C>
310(a)(1)......................................................................................................7.10
(a)(2) ........................................................................................................7.10
(a)(3).........................................................................................................N.A.
(a)(4).........................................................................................................N.A.
(a)(5).........................................................................................................7.10
(b)............................................................................................................7.10
(c)............................................................................................................N.A.
311(a).........................................................................................................7.11
(b)............................................................................................................7.11
(c)............................................................................................................N.A.
312............................................................................................................2.05
312(a).........................................................................................................2.05
(b)...........................................................................................................12.03
(c)...........................................................................................................12.03
313(a).........................................................................................................7.06
(b)............................................................................................................7.06
(b)(2).........................................................................................................7.06
(c).....................................................................................................7.06; 12.02
314(a).........................................................................................................4.03
314(a)(4)............................................................................................4.04(a); 12.05
(b)...........................................................................................................10.02
(c)(1).........................................................................................................N.A.
(c)(2).........................................................................................................N.A.
(c)(3).........................................................................................................N.A.
(d)...........................................................................................................10.04
(e)...........................................................................................................12.05
(f)............................................................................................................N.A.
315(a).........................................................................................................N.A.
(b)............................................................................................................N.A.
(c).........................................................................................................7.01(a)
(d)............................................................................................................N.A.
(e)............................................................................................................N.A.
316(a)(last sentence)..........................................................................................N.A.
(a)(1)(A)......................................................................................................N.A.
(a)(1)(B)......................................................................................................N.A.
(a)(2).........................................................................................................N.A.
(b)............................................................................................................N.A.
(c)............................................................................................................N.A.
317(a)(1)......................................................................................................6.08
(a)(2).........................................................................................................6.09
(b)............................................................................................................2.04
318(a).........................................................................................................N.A.
(b)............................................................................................................N.A.
(c)...........................................................................................................12.01
</TABLE>
N.A. means not applicable.
*This Cross-Reference Table is not part of the Indenture.



                                       2

<PAGE>


                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                                 ----
<S>                                                                                                           <C>
   ARTICLE 1.            DEFINITIONS AND INCORPORATION BY REFERENCE...............................................1
   Section 1.01          Definitions..............................................................................1
   Section 1.02          Other Definitions.......................................................................16
   Section 1.03          Provisions of the TIA...................................................................17
   Section 1.04          Rules Of Construction...................................................................17

   ARTICLE 2.            THE NOTES...............................................................................18
   Section 2.01          Form And Dating.........................................................................18
   Section 2.02          Execution And Authentication............................................................18
   Section 2.03          Registrar And Paying Agent..............................................................19
   Section 2.04          Paying Agent To Hold Money In Trust.....................................................19
   Section 2.05          Holder Lists............................................................................20
   Section 2.06          Transfer And Exchange...................................................................20
   Section 2.07          Replacement Notes.......................................................................23
   Section 2.08          Outstanding Notes; Disputed Claims Notes................................................24
   Section 2.09          Treasury Notes..........................................................................26
   Section 2.10          Temporary Notes.........................................................................26
   Section 2.11          Cancellation............................................................................27
   Section 2.12          Defaulted Interest......................................................................27
   Section 2.13          CUSIP Numbers...........................................................................27

   ARTICLE 3.            REDEMPTION AND PREPAYMENT...............................................................27
   Section 3.01          Notices To Trustee......................................................................27
   Section 3.02          Selection Of Notes To Be Redeemed.......................................................28
   Section 3.03          Notice Of Redemption....................................................................28
   Section 3.04          Effect Of Notice Of Redemption..........................................................29
   Section 3.05          Deposit Of Redemption Price.............................................................29
   Section 3.06          Notes Redeemed In Part..................................................................29
   Section 3.07          Optional Redemption.....................................................................29
   Section 3.08          Mandatory Redemption; Repurchase At Option Of Holder....................................30
   Section 3.09          Offer To Purchase By Application Of Excess Proceeds.....................................31

   ARTICLE 4.            COVENANTS...............................................................................33
   Section 4.01          Payment Of Notes........................................................................33
   Section 4.02          Maintenance Of Office Or Agency.........................................................33
   Section 4.03          Reports.................................................................................33
   Section 4.04          Compliance Certificate..................................................................34
   Section 4.05          Taxes...................................................................................34
   Section 4.06          Stay, Extension And Usury Laws..........................................................34
   Section 4.07          Restricted Payments.....................................................................34
   Section 4.08          Investments.............................................................................36
   Section 4.09          Incurrence Of Indebtedness..............................................................36
   Section 4.10          Asset Sales.............................................................................38
   Section 4.11          Transactions With Affiliates............................................................41
   Section 4.12          Liens...................................................................................41
   Section 4.13          Business Activities.....................................................................41
</TABLE>

                                       i

<PAGE>

<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                                 ----
<S>                                                                                                           <C>
   Section 4.14          Corporate Existence.....................................................................41
   Section 4.15          Offer To Repurchase Upon Change Of Control..............................................42
   Section 4.16          Minimum Excess Cash Flow................................................................43
   Section 4.17          SPP Nonpayment Event....................................................................43
   Section 4.18          Data With Respect to Collateral.........................................................44

   ARTICLE 5.            SUCCESSORS..............................................................................44
   Section 5.01          Merger, Consolidation Or Sale Of Assets.................................................44
   Section 5.02          Successor Corporation Substituted.......................................................44

   ARTICLE 6.            DEFAULTS AND REMEDIES...................................................................45
   Section 6.01          Events Of Default.......................................................................45
   Section 6.02          Acceleration............................................................................46
   Section 6.03          Other Remedies..........................................................................46
   Section 6.04          Waiver Of Past Defaults.................................................................48
   Section 6.05          Control By Majority.....................................................................48
   Section 6.06          Limitation On Suits.....................................................................48
   Section 6.07          Rights Of Holders Of Notes To Receive Payment...........................................48
   Section 6.08          Collection Suit By Trustee..............................................................49
   Section 6.09          Trustee May File Proofs Of Claim........................................................49
   Section 6.10          Priorities..............................................................................49
   Section 6.11          Undertaking For Costs...................................................................50

   ARTICLE 7.            TRUSTEE.................................................................................50
   Section 7.01          Duties Of Trustee.......................................................................50
   Section 7.02          Rights Of Trustee.......................................................................51
   Section 7.03          Individual Rights Of Trustee............................................................52
   Section 7.04          Trustee's Disclaimer....................................................................53
   Section 7.05          Notice Of Defaults......................................................................53
   Section 7.06          Reports By Trustee To Holders Of The Notes..............................................53
   Section 7.07          Compensation And Indemnity..............................................................53
   Section 7.08          Replacement Of Trustee..................................................................54
   Section 7.09          Successor Trustee By Merger, Etc........................................................56
   Section 7.10          Eligibility; Disqualification...........................................................56
   Section 7.11          Preferential Collection Of Claims Against Company.......................................56

   ARTICLE 8.            LEGAL DEFEASANCE AND COVENANT DEFEASANCE................................................56
   Section 8.01          Option To Effect Legal Defeasance Or Covenant Defeasance................................56
   Section 8.02          Legal Defeasance And Discharge..........................................................56
   Section 8.03          Covenant Defeasance.....................................................................57
   Section 8.04          Conditions To Legal Or Covenant Defeasance..............................................57
   Section 8.05          Deposited Money And Government Securities To Be Held In Trust,
                         Other Miscellaneous Provisions..........................................................58
   Section 8.06          Repayment To Company....................................................................59
   Section 8.07          Reinstatement...........................................................................59

   ARTICLE 9.            AMENDMENT, SUPPLEMENT AND WAIVER........................................................59
   Section 9.01          Without Consent Of Holders Of Notes.....................................................59
   Section 9.02          With Consent Of Holders Of Notes........................................................60
</TABLE>

                                       ii

<PAGE>


<TABLE>
<CAPTION>
                                                                                                                 PAGE
                                                                                                                 ----
<S>                                                                                                           <C>
   Section 9.03          Compliance With Trust Indenture Act.....................................................61
   Section 9.04          Revocation And Effect Of Consents.......................................................61
   Section 9.05          Notation On Or Exchange Of Notes........................................................62
   Section 9.06          Trustee To Sign Amendments, Etc.........................................................62

   ARTICLE 10            COLLATERAL AND SECURITY.................................................................62
   Section 10.01         Collateral Agreements...................................................................62
   Section 10.02         Recording and Opinions..................................................................63
   Section 10.03         Release of Collateral...................................................................64
   Section 10.04         Certificates of the Company.............................................................64
   Section 10.05         [Reserved]..............................................................................64
   Section 10.06         Authorization of Actions to be Taken by the Trustee Under the Collateral Agreements.....65
   Section 10.07         Authorization of Receipt of Funds by the Trustee Under the Collateral Agreements........65
   Section 10.08         Termination of Security Interest........................................................65

   ARTICLE 11            SATISFACTION AND DISCHARGE..............................................................65
   Section 11.01         Satisfaction And Discharge Of Indenture.................................................65
   Section 11.02         Application Of Trust Money..............................................................66

   ARTICLE 12            MISCELLANEOUS...........................................................................67
   Section 12.01         Trust Indenture Act Controls............................................................67
   Section 12.02         Notices.................................................................................67
   Section 12.03         Communication By Holders Of Notes With Other Holders Of Notes...........................68
   Section 12.04         Certificate And Opinion As To Conditions Precedent......................................68
   Section 12.05         Statements Required In Certificate Or Opinion...........................................68
   Section 12.06         Rules By Trustee And Agents.............................................................69
   Section 12.07         No Personal Liability Of Directors, Officers, Employees And Stockholders................69
   Section 12.08         Governing Law...........................................................................69
   Section 12.09         No Adverse Interpretation Of Other Agreements...........................................69
   Section 12.10         Successors..............................................................................69
   Section 12.11         Severability............................................................................69
   Section 12.12         Counterpart Originals...................................................................69
   Section 12.13         Table Of Contents, Headings, Etc........................................................69


EXHIBITS AND SCHEDULES

Exhibit A         Form of Note
Exhibit B         Form of Articles Supplementary to Articles of Incorporation in respect of
                   Noteholder Preferred Stock
Exhibit C         Form of Notice of Cash Dividend and Limited Right to Convert
Schedule 1.01     Loss Threshold Amounts
Schedule 4.16     Minimum Excess Cash Flow
Schedule 10.02    Required Filings
</TABLE>


                                      iii

<PAGE>



                  INDENTURE, dated as of April 17, 2001, by and between CRIIMI
MAE Inc., a Maryland corporation (the "COMPANY"), and Wells Fargo Bank
Minnesota, National Association, as trustee (the "TRUSTEE").

                  The Company and the Trustee agree as follows for the benefit
of each other and for the equal and ratable benefit of the Holders of the 11.75%
Series A Senior Secured Notes due 2006 (the "NOTES"):

             ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01      DEFINITIONS.

                  "ADDITIONAL NOTES" means additional Definitive Notes issued
(or increases in the principal amount of an outstanding Global Note incurred) as
payment-in-kind of interest or fees pursuant to Section 1 of the Notes.

                  "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 purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of such Person,
whether through the ownership of voting securities, by agreement or otherwise;
provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.

                  "AGENT" means any Registrar, Paying Agent or co-registrar.

                  "AIM FUND PROCEEDS" has the meaning assigned to such term in
the Security, Pledge and Collateral Assignment Agreement.

                  "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary that apply to such transfer or exchange.

                  "ASSET SALE" means the sale, lease, conveyance or other
disposition of any assets by the Company or any Restricted Subsidiary,
including, without limitation, by way of a sale and leaseback (provided that
the sale, lease, conveyance or other disposition of all or substantially all
of the assets of the Company and its Restricted Subsidiaries taken as a whole
will be governed by Section 5.01 hereof and not by Section 4.10 hereof),
whether in a single transaction or a series of related transactions, for net
proceeds in excess of $1.0 million. Notwithstanding the foregoing, the
following items shall not constitute Asset Sales: (i) a disposition of assets
by the Company to a Restricted Subsidiary or by a Restricted Subsidiary to
the Company or to another Restricted Subsidiary, (ii) a Restricted Payment
that is not prohibited by Section 4.07 hereof, (iii) the making of an
investment that is not prohibited by Section 4.08 hereof, (iv) the grant of
any Lien permitted to be incurred under Section 4.12 of this Indenture (and
any foreclosure thereon), (v) a disposition of any asset that constitutes
proceeds of, or was purchased with proceeds of, an issuance of Equity
Interests

                                       1
<PAGE>

consummated after the Issue Date, and (vi) dispositions made in connection with
the CMSLP Reorganization.

                  "BANKRUPTCY LAW" means Title 11, U.S. Code or any similar
federal or state law for the relief of debtors.

                  "BOARD OF DIRECTORS" means, with respect to any Person, the
board of directors, managers or trustees or other similar governing board of
such Person, or any authorized committee of the Board of Directors, and, if not
otherwise specified or inconsistent in the context, means the board of directors
of the Company.

                  "BOARD RESOLUTION" means, as to any Person, a copy of a
resolution certified pursuant to an Officers' Certificate to have been duly
adopted by the Board of Directors of such Person, and to be in full force and
effect, and if required hereunder, delivered to the Trustee.

                  "BUSINESS DAY" means any day other than a Legal Holiday.

                  "CAPITAL LEASE OBLIGATION" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at such time be required to be capitalized on a balance
sheet in accordance with GAAP.

                  "CAPITAL STOCK" means, with respect to any Person, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock in such Person.

                  "CASH EQUIVALENTS" means (i) United States dollars, (ii)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, demand deposits, bankers'
acceptances with maturities not exceeding six months and overnight bank
deposits, in each case with any lender party to the Senior Credit Facility or
with any domestic commercial bank having capital and surplus in excess of $500
million and a Thompson Bank Watch Rating of "B" or better, or foreign branches
thereof, having capital and surplus in excess of $500.0 million or any
commercial bank of any other country that is a member of the Organization for
Economic Cooperation and Development and has total assets in excess of $500.0
million and has one of the two highest ratings available from Moody's Investors
Service, Inc. or Standard & Poor's Ratings Group, (iv) repurchase obligations
with a term of not more than seven days for underlying securities of the types
described in clauses (ii) and (iii) above entered into with any financial
institution meeting the qualifications specified in clause (iii) above, (v)
commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Ratings Group and in each case maturing
within six months after the date of acquisition and (vi) money market funds the
assets of which constitute Cash Equivalents of the kinds described in clauses
(i)(v) of this definition.

                  "CBO-REIT PLEDGED STOCK" has the meaning assigned to such term
in the Security and Pledge Agreement.


                                       2
<PAGE>


                  "CBO-2 BONDS" has the meaning assigned to such term in the
Security and Pledge Agreement.

                  "CBO-2 VISIBLE LOSSES" shall mean, as of any date of
determination, the sum of (i) CBO2VL PLUS (ii) the greater of (a) zero and (b)
an amount equal to (1) NOMVL MINUS (2) NOMEQ PLUS (iii) the greater of (a) zero
and (b) an amount equal to (1) CBO1VL MINUS (2) CBO1EQ.

         For purposes of this definition only the following terms have the
following meanings:

                  "APPRAISAL REDUCTION," with respect to any mortgage loan or
         portion of a mortgage loan underlying any of the CBO-2 Securities,
         shall have the meaning specified for such term (or any comparable term)
         in the Securitization Document for the securitization transaction
         relating to such underlying mortgage loan; PROVIDED, HOWEVER, that if
         such term (or a comparable term) shall not be defined in such
         Securitization Document, "Appraisal Reduction" shall have the meaning
         specified for the term "Appraisal Reduction Amount" in the
         Securitization Document for the Merrill Lynch Mortgage Investors Inc.
         Mortgage Pass-Through Certificates, Series 1997-C2.

                  "CBO-1 SECURITIES" shall mean, collectively, all classes of
         CRIIMI MAE Commercial Mortgage Pass-Through Certificates Series 1996-C1
         commercial mortgage-backed securities.

                  "CBO1EQ" shall mean the aggregate original principal balance
         of the F and Issuer Equity classes of the CBO-1 Securities, which is
         $112,069,949.

                  "CBO1VL" shall mean the Visible Loss with respect to any of
         the mortgage loans underlying any of the CBO-1 Securities.

                  "CBO-2 SECURITIES" shall mean, collectively, the commercial
         mortgage-backed securities identified in Schedule I-A attached to Annex
         I to the Repo Agreement as in effect as of the Issue Date.

                  "CBO2VL" shall mean the Visible Loss with respect to any of
         the mortgage loans underlying any of the CBO-2 Securities which are not
         also underlying the CBO-1 Securities or the Nomura Securities.

                  "NOMURA SECURITIES" shall mean, collectively, all classes of
         Nomura Asset Securities Corporation Commercial Mortgage Pass-Through
         Certificates Series 1998-D6 commercial mortgage-backed securities.

                  "NOMEQ" shall mean the original principal balance of the B-7
         class of the Nomura Securities, which is $46,532,578.

                  "NOMVL" shall mean the Visible Loss with respect to any of the
         mortgage loans underlying the Nomura Securities.


                                       3
<PAGE>

                  "REALIZED LOSS," with respect to any mortgage loan or portion
         of a mortgage loan underlying any of the CBO-2 Securities, shall have
         the meaning specified for such term (or any comparable term) in the
         Securitization Document for the securitization transaction relating to
         such underlying mortgage loan; PROVIDED, HOWEVER, that if such term (or
         a comparable term) shall not be defined in such Securitization
         Document, "Realized Loss" shall have the meaning specified for the term
         "Realized Losses" in the Securitization Document for the Merrill Lynch
         Mortgage Investors Inc. Mortgage Pass-Through Certificates, Series
         1997-C2.

                  "SECURITIZATION DOCUMENT" shall mean shall mean the pooling
         and servicing agreement or trust indenture for a securitization
         transaction involving mortgage loans or commercial mortgage-backed
         securities.

                  "VISIBLE LOSS" shall mean, as of any date of determination
         with respect to the mortgage loans underlying the CBO-2 Securities, the
         CBO-1 Securities or the Nomura Securities, as the case may be, the sum
         of (i) Realized Losses with respect to such underlying mortgage loans
         PLUS (ii) the product of (a) Appraisal Reductions with respect to such
         underlying mortgage loans MULTIPLIED BY (b) 1.5.

                  "CHANGE OF CONTROL" means the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined in Section 13(d)(3) of the Exchange Act)
becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule
13d-5 under the Exchange Act, except that a person shall be deemed to have
"beneficial ownership" of all securities that such person has the right to
acquire, whether such right is currently exercisable or is exercisable only upon
the occurrence of a subsequent condition), directly or indirectly, of more than
35% of the Voting Stock of the Company (measured by voting power rather than
number of shares).

                  "CMBS" means commercial mortgage-backed securities.

                  "CMBS CORP. PLEDGED STOCK" has the meaning assigned to such
term in the Security and Pledge Agreement.

                  "CMSLP" means CRIIMI MAE Services Limited Partnership, a
Maryland limited partnership.

                  "CMSLP REORGANIZATION" means any reorganization or
restructuring of CMSLP or the Company's direct or indirect ownership interests
in CMSLP, whether by merger, transfer of assets, transfer of Equity Interests or
otherwise, that results in the Company continuing to own in the aggregate,
directly or indirectly, an equity interest in CMSLP economically equivalent to
or greater than the equity interest in CMSLP that it owns, directly or
indirectly, as of the Issue Date.

                  "COLLATERAL" means, collectively,  the First Lien Collateral
and the Second Lien Collateral.

                  "COLLATERAL ACCOUNT" has the meaning assigned to such term in
the Security, Pledge and Collateral Assignment Agreement.

                                       4
<PAGE>

                  "COLLATERAL AGENT" means (i) with respect to the
Intercreditor Agreement and the Security and Pledge Agreement, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, and (ii) with respect to the Security,
Pledge and Collateral Assignment Agreement, Wells Fargo Bank, National
Association.

                  "COLLATERAL AGREEMENTS" means the Security and Pledge
Agreement, the Security, Pledge and Collateral Assignment Agreement, the
Intercreditor Agreement, and all other agreements and documents, if any, from
time to time securing the Notes and other Obligations under this Indenture.

                  "COLLATERAL PERMITTED LIENS" means Liens of the types
described in clauses (v), (viii), (xi)(A), (xii), (xiv), (xvi), (xvii) and
(xviii) of the definition of the term "Permitted Liens."

                  "COLLECTION ACCOUNT" has the meaning assigned to such term in
the Repo Agreement as in effect on the Issue Date.

                  "COMPANY" means CRIIMI MAE Inc. and any and all successors
thereto.

                  "CONSOLIDATED CASH FLOW" means, for any period, the Gross Cash
Flow of the Company and its Restricted Subsidiaries for such period minus the
sum of (i) any cash flow received in respect of the Miscellaneous Collateral,
and (ii) the general, administrative and other operating expenses of the Company
and its Restricted Subsidiaries on a consolidated basis to the extent paid or
accrued during such period.

                  "CORPORATE TRUST OFFICE OF THE TRUSTEE" shall be at the
address of the Trustee specified in Section 12.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "CUSTODIAN" means any receiver, trustee, assignee, liquidator
or similar official under any Bankruptcy Law.

                  "DEFAULT" means any event that is or with the passage of time
or the giving of notice or both would be an Event of Default.

                  "DEFINITIVE NOTE" means a certificated Note registered in the
name of the Holder thereof and issued in accordance with Section 2.06 hereof, in
the form of EXHIBIT A hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Increases of, and Exchanges of
Interests in, the Global Note" attached thereto.

                  "DEPOSITARY" means, with respect to the Notes issuable or
issued as Global Notes, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "DISPUTED CLAIM" has the meaning assigned to such term in the
Reorganization Plan.

                  "DISPUTED CLAIMS NOTES" means the aggregate principal amount
of Notes issued on the Issue Date in favor of the holder of a Disputed Claim in
respect thereof pursuant to



                                       5
<PAGE>

Section 2.08(b) hereof. Disputed Claims Notes are subject to cancellation or
mandatory exchange pursuant to Section 2.08(b) hereof.

                  "EQUITY INTERESTS" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                  "EXCESS CASH FLOW" means, for any period, Consolidated Cash
Flow minus the sum of (i) Interest Expense, and (ii) cash dividends paid or
payable to holders of Equity Interests in the Company.

                  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

                  "EXISTING INDEBTEDNESS" means Indebtedness of the Company and
its Restricted Subsidiaries (other than Indebtedness under the Senior Credit
Facility) in existence or incurred on the Issue Date, including without
limitation (i) the Series B Notes, and (ii) the Repo Obligations.

                  "FIRST LIEN COLLATERAL" means the Miscellaneous Collateral,
the Miscellaneous Collateral Cashflow, the CBO-REIT Pledged Stock, the QRS 1
Inc. Pledged Stock, the Collateral Account, the New Note Collection Account and
the Nomura Bond.

                  "GAAP" means United States generally accepted accounting
principles as in effect from time to time, consistently applied. If any change
in GAAP after the Issue Date would result in the Company not being in compliance
with, or being unable to satisfy, a financial ratio or other test under this
Indenture or any Collateral Agreement that the Company would have been in
compliance with or would have been able to satisfy but for such change in GAAP,
the Company may, at its option, as evidenced by an Officers' Certificate
delivered to the Trustee, for all purposes hereunder and under the Collateral
Agreements compute such financial ratio or other test as if such change in GAAP
had not occurred.

                  "GLOBAL NOTE LEGEND" means the legend set forth in Section
2.06(f), which is required to be placed on all Global Notes issued under this
Indenture.

                  "GLOBAL NOTES" means, individually and collectively, each of
the Global Notes in the form of EXHIBIT A hereto issued in accordance with
Section 2.01 or 2.06 hereof.

                  "GOVERNMENT SECURITIES" means direct obligations of, or
obligations guaranteed by, the United States of America, and the payment for
which the United States pledges its full faith and credit.

                  "GROSS CASH FLOW" means, for any period, the aggregate sum,
for the Company and its Restricted Subsidiaries, of (i) cash receipts of any
kind or character (but excluding (A) distributions, if any, from CMSLP, and (B)
cash flows in respect of Match Funded Assets), and (ii) without duplication,
accruals on assets held (other than Match Funded Assets), as long as payment on
such accruals is not delinquent by more than 45 days from scheduled receipt.




                                       6
<PAGE>

                  "GUARANTEE" means a guarantee (other than by endorsement of
negotiable instruments for collection in the ordinary course of business),
direct or indirect, in any manner (including, without limitation, by way of a
pledge of assets or through letters of credit or reimbursement agreements in
respect thereof), of all or any part of any Indebtedness.

                  "HOLDER" means a Person in whose name a Note is registered.

                  "INDEBTEDNESS" means, with respect to any Person, (i) any
indebtedness of such Person, whether or not contingent, in respect of borrowed
money or evidenced by bonds, notes, debentures or similar instruments or letters
of credit (or reimbursement agreements in respect thereof) or banker's
acceptances or representing Capital Lease Obligations or the balance deferred
and unpaid of the purchase price of any property (except any such balance that
constitutes an accrued expense or trade payable), (ii) all Indebtedness of
others secured by a Lien on any asset of such Person (whether or not such
Indebtedness is assumed by such Person) (provided that in the case of any such
Lien, if the Indebtedness so secured has not been assumed by such Person or is
not otherwise such Person's legal liability, such Indebtedness shall be deemed
to be in a maximum amount equal to the fair market value of such assets (which,
if such value is in excess of $3.5 million, shall be determined in good faith by
the Board of Directors of such Person, which determination shall be evidenced by
a Board Resolution)), and (iii) to the extent not otherwise included, the
Guarantee by such Person of any Indebtedness of any other Person (to the extent
of such Guarantee). The amount of any Indebtedness outstanding as of any date
shall be (A) the accreted value thereof, in the case of any Indebtedness issued
with original issue discount, and (B) the unpaid principal amount thereof, in
the case of any other Indebtedness. "Indebtedness" shall not include liabilities
with respect to deposits and other liabilities owed in the ordinary course of
business in connection with servicing obligations. "Indebtedness" shall include
the Repo Obligations.

                  "INDENTURE" means this Indenture, as amended or supplemented
from time to time.

                  "INDIRECT PARTICIPANT" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                  "INSURED MORTGAGE PROCEEDS" has the meaning assigned to such
term in the Security, Pledge and Collateral Assignment Agreement.

                  "INTERCREDITOR AGREEMENT" means the Intercreditor and
Collateral Agency Agreement among the Repo Purchaser, the Trustee, the trustee
under the Series B Indenture and the Collateral Agent, as amended or
supplemented from time to time.

                  "INTEREST COVERAGE RATIO" means with respect to any Person for
any period, the ratio of the Consolidated Cash Flow of such Person and its
Restricted Subsidiaries for such period to the Interest Expense of such Person
and its Restricted Subsidiaries for such period. In the event that the referent
Person or any of its Restricted Subsidiaries incurs or repays any Indebtedness
(other than Match Funded Indebtedness) subsequent to the commencement of the
period (the "REFERENCE PERIOD") for which the Interest Coverage Ratio is being
calculated but prior to the date on which the event for which the calculation of
the Interest Coverage Ratio is



                                       7
<PAGE>

made (the "CALCULATION DATE"), then the Interest Coverage Ratio shall be
calculated giving pro forma effect to such incurrence or repayment, as if the
same had occurred at the beginning of the applicable Reference Period. In
addition, for purposes of making the computation referred to above, acquisitions
(excluding acquisitions made in the ordinary course of business) that have been
made by the Company or any of its Restricted Subsidiaries, including through
mergers or consolidations and including any related financing transactions
(other than with respect to Match Funded Indebtedness), during the Reference
Period or subsequent to the Reference Period and on or prior to the Calculation
Date shall be deemed to have occurred on the first day of the Reference Period.

                  "INTEREST EXPENSE" means, with respect to any Person for any
period, the sum, without duplication, of the consolidated interest expense of
such Person and its Restricted Subsidiaries in respect of Indebtedness (other
than Match Funded Indebtedness) to the extent paid or payable in cash during
such period. For purposes of this definition, "Interest Expense" shall
specifically exclude, without limitation, any cash loan extension fees, interest
in-kind on the principal amount of the Series B Notes at the rate of 7% per
annum (until maturity thereof), and amortization of deferred financing costs.
Additionally, Interest Expense shall exclude any dividends accrued or paid on
preferred shares that are required to be recognized as interest expense under
GAAP.

                  "INTEREST PAYMENT DATE" means each Interest Payment Date as
specified in Section 1(b) of the form of Note attached hereto as EXHIBIT A.

                  "INTEREST STRIP CERTIFICATES" has the meaning assigned to such
term in the Security, Pledge and Collateral Assignment Agreement.

                  "ISSUE DATE" means the closing date for the original issuance
of the Notes under this Indenture.

                  "LEGAL HOLIDAY" means a Saturday, a Sunday or a day on which
banking institutions in the City of New York, Minneapolis, Minnesota or at a
place of payment are authorized by law, regulation or executive order to remain
closed. If a payment date is a Legal Holiday at a place of payment, payment may
be made at that place on the next succeeding day that is not a Legal Holiday,
and no interest shall accrue on such payment for the intervening period.

                  "LIEN" means, with respect to any asset, any mortgage, lien,
pledge, charge, assignment, security interest, hypothecation, right to sell or
direct the sale of assets of another Person or any other encumbrance of any kind
or character, or any other transaction (regardless of its form) having
substantially the same economic effect as any of the foregoing, in respect of
such asset, whether or not filed, recorded or otherwise perfected under
applicable law (including, without limitation, any conditional sale or other
title retention agreement, any lease in the nature thereof, any option,
repurchase agreement or other agreement to sell or give a security interest in
such asset which is intended to constitute or create a lien or the economic
effect thereof, and any filing of or agreement to give any financing statement
under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction).



                                       8
<PAGE>

                  "LOAN FEES" has the meaning assigned to such term in the form
of Note attached hereto as EXHIBIT A.

                  "LOSS THRESHOLD AMOUNT" shall mean, as of any date of
determination, the applicable amount for the period in which such date occurs,
as set forth on Schedule 1.01.

                  "MANDATORY AMORTIZATION PAYMENTS" has the meaning assigned to
such term in Section 3.08(d).

                  "MATCH FUNDED ASSETS" has the meaning assigned to such term in
the definition of the term "Match Funded Indebtedness."

                  "MATCH FUNDED INDEBTEDNESS" means non-recourse Indebtedness
where the principal amortization and maturity of such Indebtedness are based
upon the aggregate principal amortization and maturity of a like or greater
amount of assets (the "MATCH FUNDED ASSETS").

                  "MERRILL/GACC ASSETS" means the CMBS Corp. Pledged Stock and
the CBO-2 Bonds.

                  "MEZZANINE NOTES" has the meaning assigned to such term in the
Security, Pledge and Collateral Assignment Agreement.

                  "MEZZANINE NOTES COLLATERAL" has the meaning assigned to such
term in the Security, Pledge and Collateral Assignment Agreement.

                  "MISCELLANEOUS COLLATERAL" means, collectively, (i) the Aim
Fund Proceeds, (ii) the Interest Strip Certificates, (iii) the Insured Mortgage
Proceeds, (iv) the Mezzanine Notes, (v) the Mezzanine Notes Collateral, (vi) the
Partnership Interests, (vii) each Collateral Account, and (viii) all Proceeds
(as such term is defined in the Security, Pledge and Collateral Assignment
Agreement) of the foregoing.

                  "MISCELLANEOUS COLLATERAL CASHFLOW" means the Aim Fund
Proceeds, the Insured Mortgage Proceeds and all cash receipts and cash income of
any kind or character (including without limitation, interest and return of
principal, to the extent applicable and Net Proceeds of an Asset Sale pursuant
to Section 4.17, but not pursuant to Section 4.10) arising out of the Mezzanine
Notes, the Mezzanine Notes Collateral, the Partnership Interests and the
Interest Strip Certificates.

                  "NET EQUITY PROCEEDS" means the aggregate cash proceeds
received by the Company in respect of any issuance of Equity Interests after the
Issue Date, net of (i) the costs relating to such issuance (including, without
limitation, legal, accounting and investment banking fees and expenses), (ii)
taxes paid or payable as a result thereof, if any, and (iii) amounts held as a
reserve, in accordance with GAAP, against any liabilities associated with such
issuance.

                  "NET PROCEEDS" means the aggregate cash proceeds received by
the Company or any of its Restricted Subsidiaries in respect of any Asset Sale,
net of (i) the actual costs relating to such Asset Sale (including, without
limitation, legal, accounting and investment banking fees and expenses, and
sales commissions directly attributable to such Asset Sale), (ii) taxes paid or



                                       9
<PAGE>

payable as a result thereof, (iii) amounts required to be applied to the
repayment of Indebtedness secured by a Lien on the asset or assets that were the
subject of such Asset Sale (other than (A) Liens in favor of the Collateral
Agent for the benefit of the Holders and (B) Liens pari passu with, or
subordinate or junior to, Liens in favor of the Collateral Agent for the benefit
of the Holders), (iv) any reserve or adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP, (v) all distributions
and other payments required to be made pursuant to customary partnership
agreements, limited liability company organizational documents, joint venture
agreements or similar agreements entered into in the ordinary course of business
to minority interest holders (other than the Company and its Subsidiaries) in
Restricted Subsidiaries as a result of such Asset Sale, and (vi) appropriate
amounts to be provided by the seller as a reserve, in accordance with GAAP,
against any liabilities associated with the assets disposed of in such Asset
Sale and retained by the Company or any Restricted Subsidiary after such Asset
Sale.

                  "NEW NOTE COLLECTION ACCOUNT" has the meaning assigned to such
term in the Repo Agreement as in effect on the Issue Date.

                  "NEW PREFERRED EQUITY INTEREST" means any Preferred Equity
Interest issued after the Issue Date.

                  "NOMURA BOND" has the meaning assigned to such term in the
Security and Pledge Agreement.

                  "NON-RECOURSE" with respect to any Indebtedness means that the
only recourse of the holder of such Indebtedness in the event of a default in
respect of such Indebtedness is to the collateral securing such Indebtedness
(other than recourse arising out of certain wrongful acts or omissions,
environmental liabilities, and other customary exclusions from the scope of
so-called "non-recourse" provisions).

                  "NON-RECOURSE DEBT" means non-recourse Indebtedness evidenced
by repurchase agreements or other similar financing agreements and incurred in
connection with the purchase or carrying cost of income-producing assets.

                  "NOTE CUSTODIAN" means the Trustee, in its capacity as
custodian with respect to Global Notes, or any successor entity thereto.

                  "NOTEHOLDER PREFERRED STOCK" means the series of preferred
stock of the Company having the rights and privileges set forth in EXHIBIT B
attached hereto.

                  "NOTES" has the meaning assigned to it in the preamble to this
Indenture. All Additional Notes and all Disputed Claims Notes constitute Notes.

                  "OBLIGATIONS" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness (including, without limitation, in
the case of a repurchase agreement, payment of the repurchase price and any
price differential).



                                       10
<PAGE>

                  "OFFICER" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

                  "OFFICERS' CERTIFICATE" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

                  "OPINION OF COUNSEL" means an opinion from legal counsel who
is reasonably acceptable to the Trustee that meets the requirements of Section
12.05 hereof. The counsel may be an employee of or counsel to the Company or any
Subsidiary of the Company.

                  "PARTICIPANT" means a Person who has an account with the
Depositary.

                  "PARTNERSHIP INTERESTS" has the meaning assigned to such term
in the Security, Pledge and Collateral Assignment Agreement.

                  "PERMITTED BUSINESS" means the business conducted by the
Company and its Subsidiaries on the Issue Date and all other activities that may
be conducted without the loss of REIT Status (including, without limitation, (i)
acquiring, developing, selling, owning, managing, operating and leasing real
estate, (ii) acquiring, originating, owning, servicing, collecting, securitizing
and resecuritizing real estate mortgages and related loans and CMBS and RMBS,
and (iii) investing, reinvesting, owning, holding or trading in real estate and
mortgage-related securities, and securities of Persons engaged primarily in real
estate or mortgage-related activities) and other activities related to or
arising out of any of the foregoing.

                  "PERMITTED LIENS" means (i) Liens securing Indebtedness under
the Senior Credit Facility; (ii) Liens in favor of the Company or a Restricted
Subsidiary; (iii) Liens on property of a Person existing at the time such Person
is merged into or consolidated with the Company or any Restricted Subsidiary of
the Company or becomes a Restricted Subsidiary of the Company; provided that
such Liens were in existence prior to the contemplation of such transaction and
do not extend to any assets other than those of such Person; (iv) Liens on
property existing at the time of acquisition thereof by the Company or any
Restricted Subsidiary of the Company, provided that such Liens were in existence
prior to the contemplation of such acquisition; (v) Landlord's Liens or Liens to
secure the performance of statutory obligations, surety or appeal bonds,
performance bonds or other obligations of a like nature incurred in the ordinary
course of business; (vi) (A) Liens to secure Indebtedness permitted by clauses
(iv), (v) or (vii) of Section 4.09(b) hereof (and Section 4.09(b)(ix) hereof to
the extent relating to Indebtedness under Section 4.09(b)(iv) hereof), and (B)
Liens to secure a guarantee permitted under Section 4.09(b)(vi) if the
underlying Indebtedness referred to in such clause is secured by a Lien
permitted under this Indenture; (vii) Liens existing or incurred on the Issue
Date; (viii) Liens for taxes, assessments or governmental charges or claims that
are not yet delinquent or that are being contested in good faith by appropriate
proceedings promptly instituted and diligently concluded, provided that any
reserve or other appropriate provision as shall be required in conformity with
GAAP shall have been made therefor; (ix) Liens incurred in the ordinary course
of business of



                                       11
<PAGE>

the Company or any Restricted Subsidiary of the Company with respect to
obligations that do not in the aggregate exceed $3.0 million at any one time
outstanding and that (A) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (B) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Subsidiary; (x) Liens securing
Permitted Refinancing Indebtedness which is incurred to refinance any
Indebtedness which has been secured by a Lien permitted under this Indenture and
which has been incurred in accordance with the provisions of this Indenture,
provided, however, that such Liens (A) are not materially less favorable to the
Holders than the Liens in respect of the Indebtedness being refinanced and (B)
do not extend to or cover any property or assets of the Company or any of its
Restricted Subsidiaries not securing the Indebtedness so refinanced (other than
additions, accessions, products, proceeds and improvements to such property or
assets); (xi) (A) Liens arising under this Indenture in favor of the Trustee for
its own benefit and (B) similar Liens in favor of other trustees arising under
instruments governing Indebtedness permitted to be incurred under this
Indenture; (xii) judgment Liens not giving rise to an Event of Default so long
as such Lien is adequately bonded and any appropriate legal proceedings which
may have been duly initiated for the review of such judgment shall not have
finally terminated or other period within which such proceedings may be
initiated shall not have expired; (xiii) Liens resulting from the deposit of
funds or government securities in trust for the purpose of discharging or
defeasing Indebtedness of the Company and its Restricted Subsidiaries; (xiv)
setoff, chargeback and other rights of depository and collecting banks and other
regulated financial institutions with respect to money or instruments of the
Company or its Restricted Subsidiaries on deposit with or in the possession of
such institutions; (xv) pledges or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other social security legislation; (xvi) Liens securing the Notes; (xvii) Liens
securing the Series B Notes; and (xviii) Liens securing the Repo Obligations.

                  "PERMITTED REFINANCING INDEBTEDNESS" means Indebtedness of the
Company or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund, in whole or in part, other Indebtedness (the "OLD INDEBTEDNESS") of the
Company or any of its Restricted Subsidiaries (other than intercompany
Indebtedness); provided that: (i) such Permitted Refinancing Indebtedness has a
Weighted Average Life to Maturity equal to or greater than the Weighted Average
Life to Maturity of the Old Indebtedness; (ii) the mandatory annual principal
amortization payments on such Permitted Refinancing Indebtedness are less than
or equal to the mandatory annual principal amortization payments on the Old
Indebtedness; (iii) the mandatory annual cash interest expense on such Permitted
Refinancing Indebtedness is not materially greater than the mandatory annual
cash interest expense on the Old Indebtedness; (iv) such Permitted Refinancing
Indebtedness does not provide for greater recourse to the Company and its
Restricted Subsidiaries taken as a whole than the Old Indebtedness; (v) any Lien
securing such Permitted Refinancing Indebtedness is not prohibited by Section
4.12 hereof; and (vi) if such Permitted Refinancing Indebtedness refinances the
Repo Obligations, the holders of such Permitted Refinancing Indebtedness shall
be bound by the Intercreditor Agreement.

                  "PERSON" means any individual, corporation, limited liability
company, partnership (limited or general), joint venture, association,
joint-stock company, trust,



                                       12
<PAGE>

unincorporated organization or government or agency or political subdivision
thereof (including any subdivision or ongoing business of any such entity or
substantially all of the assets of any such entity, subdivision or business).

                  "PLEDGED STOCK" means, collectively, the CBO-REIT Pledged
Stock, the CMBS Corp. Pledged Stock and the QRS 1 Inc. Pledged Stock.

                  "PREFERRED EQUITY INTEREST" means any Equity Interest of a
Person, however designated, which entitles the holder thereof to a preference
with respect to dividends, distributions or liquidation proceeds of such Person
over the holders of any other Equity Interest issued by such Person.

                  "QRS 1 INC. PLEDGED STOCK" has the meaning assigned to such
term in the Security and Pledge Agreement.

                  "REIT" means a "real estate investment trust," as defined in
Section 856 of the Internal Revenue Code of 1986, as amended.

                  "REIT STATUS" means qualification as a REIT pursuant to
Sections 856 through 860 of the Internal Revenue Code of 1986, as amended.

                  "REORGANIZATION PLAN" means the Debtor's Third Amended Joint
Plan of Reorganization of the Company and certain of its Subsidiaries, as
confirmed by the United States Bankruptcy Court, District of Maryland, Greenbelt
Division, including all exhibits and other attachments thereto.

                  "REPO AGREEMENT" means that certain Master Repurchase
Agreement, as supplemented by Annex I and the other Annexes thereto, each dated
as of the Issue Date and between the Company, as seller, and the Repo Purchaser,
as buyer, as each may be amended, restated, supplemented, renewed, refinanced,
replaced or otherwise modified from time to time.

                  "REPO DOCUMENTS" means, collectively, the Repo Agreement and
all related collateral documents, instruments and agreements, as each may be
amended, restated, supplemented, renewed, refinanced, replaced or otherwise
modified from time to time.

                  "REPO OBLIGATIONS" means, collectively, all Obligations of the
Company arising under the Repo Documents.

                  "REPO PURCHASER" means Merrill Lynch International acting
through its agent Merrill Lynch, Pierce, Fenner & Smith Incorporated and its
successors and assigns in such capacity under the Repo Documents.

                  "RESPONSIBLE OFFICER," when used with respect to the Trustee,
means any officer within the corporate trust department of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.


                                       13
<PAGE>

                  "RESTRICTED SUBSIDIARY" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary, and, unless
specified otherwise, refers to a Restricted Subsidiary of the Company.

                  "RMBS" means residential mortgage-backed securities.

                  "SCHEDULED PRINCIPAL PAYDOWNS" means redemptions of Notes in
the following amounts pursuant to Section 3.08(e): (i) $5.0 million on or before
April 15, 2003; (ii) $15.0 million on or before April 15, 2004; and (iii) $15.0
million on or before April 15, 2005.

                  "SEC" means the Securities and Exchange Commission.

                  "SECOND LIEN COLLATERAL" means the Collection Account, the
CBO-2 Bonds and the CMBS Corp. Pledged Stock.

                  "SECURITIES ACT" means the Securities Act of 1933, as amended.

                  "SECURITY AND PLEDGE AGREEMENT" means the Security and Pledge
Agreement by the Company in favor of the Collateral Agent for the benefit of the
Holders, the holders of the Series B Notes and the Repo Purchaser, as amended or
supplemented from time to time.

                  "SECURITY, PLEDGE AND COLLATERAL ASSIGNMENT AGREEMENT" means
the Security, Pledge and Collateral Assignment Agreement by the Company and
certain Subsidiaries thereof in favor of the Collateral Agent, for the benefit
of the Holders and the holders of the Series B Notes, as amended or supplemented
from time to time.

                  "SENIOR CREDIT FACILITY" means one or more loan or credit
agreements entered into by the Company or one or more Restricted Subsidiaries on
or after the Issue Date with one or more lenders, including any related notes,
guarantees (by Subsidiaries or otherwise), collateral documents, instruments and
agreements executed in connection therewith, as such agreement(s) and related
documents may be amended, restated, supplemented, renewed, refinanced, replaced
or otherwise modified from time to time (in each case, in whole or in part, and
without limitation as to amount, terms, conditions, covenants and other
provisions), with the same or other agents, trustees, representatives, lenders
or holders, irrespective of any changes in the terms and conditions thereof.
Without limiting the generality of the foregoing, the term "Senior Credit
Facility" shall include any amendment, amendment and restatement, renewal,
extension, restructuring, supplement or modification to any Senior Credit
Facility and all refundings, refinancings and replacements of any Senior Credit
Facility, including any agreement (i) extending the maturity of any Obligations
incurred thereunder or contemplated thereby, (ii) adding or deleting borrowers
or guarantors thereunder, so long as borrowers and guarantors include one or
more of the Company and its Restricted Subsidiaries and their respective
successors and assigns, or (iii) increasing the amount of Indebtedness incurred
thereunder or available to be borrowed thereunder. Any Lien securing such
Indebtedness shall be subject to Section 4.12 hereof.

                  "SENIOR DEBT" means (i) all Obligations of the Company or any
Restricted Subsidiary outstanding under the Repo Documents or the Senior Credit
Facility, (ii) any other



                                       14
<PAGE>

Indebtedness permitted to be incurred by the Company or any Restricted
Subsidiary under the terms of this Indenture, unless the instrument under which
such Indebtedness is incurred expressly provides that it is subordinated in
right of payment to the Notes, and (iii) all Obligations with respect to the
foregoing. Notwithstanding anything to the contrary in the foregoing, "SENIOR
DEBT" will not include (v) any liability for federal, state, local or other
taxes owed or owing by the Company or any of its Subsidiaries, (w) any
Indebtedness of the Company or any of its Subsidiaries to any Subsidiary or
other Affiliate, (x) any trade payables, (y) any Indebtedness that is incurred
in violation of this Indenture or (z) any Indebtedness which is, by its express
terms, subordinated in right of payment to any other Indebtedness of the
Company.

                  "SERIES B INDENTURE" means the Indenture, dated as of the
Issue Date, by and between the Company and the trustee named therein, governing
the Series B Notes, as such indenture may be amended, supplemented, or otherwise
modified from time to time.

                  "SERIES B NOTES" means the 20% Series B Senior Secured Notes
due 2007 issued by the Company pursuant to the Series B Indenture, as such notes
may be amended, supplemented or otherwise modified from time to time.

                  "SPP NONPAYMENT EVENT" means failure of the Company to make
any of the Scheduled Principal Paydowns pursuant to Section 3.08(e), which
failure is not cured within 30 days after the occurrence thereof. An SPP
Nonpayment Event is not, in and of itself, a Default or Event of Default, and
cure of an SPP Nonpayment Event (whether pursuant to an exercise of remedies
under Section 4.17 or otherwise) is not, in and of itself, a cure of any Default
or Event of Default.

                  "STATED MATURITY" means, with respect to any installment of
interest or principal on any Indebtedness, the date on which such payment of
interest or principal was scheduled to be paid in the original documentation
governing such Indebtedness, and shall not include any contingent obligations to
repay, redeem or repurchase any such interest or principal prior to the date
originally scheduled for the payment thereof.

                  "SUBSIDIARY" means, with respect to any Person, any other
Person a majority of whose Voting Stock is at the time owned by such first
Person, by one or more of the Subsidiaries of such first Person, or by such
first Person and one or more Subsidiaries thereof.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections 77aaa-77bbbb) as in effect on The date on which this Indenture is
qualified under the TIA.

                  "TRADING ASSETS" means all securities owned as of the Issue
Date or acquired thereafter by the Company or any wholly-owned Restricted
Subsidiary thereof that do not constitute Collateral and that the Company from
time to time deems to constitute part of the Company's "trading portfolio."

                  "TRUSTEE" means the party named as such above until a
successor replaces it in accordance with the applicable provisions of this
Indenture and thereafter means the successor serving hereunder.



                                       15
<PAGE>

                  "UNRESTRICTED SUBSIDIARY" means any Subsidiary that is
designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a
Board Resolution, any Subsidiary that is designated as such herein, and any
Subsidiary of any Unrestricted Subsidiary, in each case unless and until
designated to be a Restricted Subsidiary in compliance with this definition. Any
such designation by the Board of Directors shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board Resolution giving effect
to such designation and an Officers' Certificate certifying that such
designation will not cause the occurrence of an Event of Default. The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that such designation shall be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the Reference Period and (ii) no Default or Event
of Default would be in existence following such designation. As of the Issue
Date, there are no Unrestricted Subsidiaries.

                  "VALUATION EXPERT" means a nationally-recognized, independent
accounting, appraisal, investment banking, professional services, consulting or
similar firm, or a broker or dealer who is active in the market for, or skilled
in making determinations of value with respect to, the type of assets being
valued, in each case as selected by the Company.

                  "VOTING STOCK" of any Person as of any date means the Capital
Stock of such Person that is entitled under ordinary circumstances to vote in
the election of the Board of Directors of such Person (irrespective of whether
or not, at the time, Equity Interests of any other class or classes shall have,
or might have, voting power by reason of the happening of any contingency).

                  "WEIGHTED AVERAGE LIFE TO MATURITY" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

SECTION 1.02      OTHER DEFINITIONS.

<TABLE>
<CAPTION>
                  TERM                                                          DEFINED IN SECTION
                  ----                                                          ------------------
<S>                                                                                         <C>
                  "Affiliate Transaction"....................................................4.11
                  "Asset Sale Offer".........................................................4.10
                  "Authentication Order".....................................................2.02
                  "Change of Control Offer"..................................................4.15
                  "Change of Control Payment Date" ..........................................4.15
                  "Covenant Defeasance"......................................................8.03
                  "DTC"......................................................................2.03
                  "Event of Default".........................................................6.01
                  "Excess Proceeds"..........................................................4.10
</TABLE>


                                       16
<PAGE>

<TABLE>
<S>                                                                                         <C>
                  "incur"....................................................................4.09
                  "Legal Defeasance" ........................................................8.02
                  "Offer Amount".............................................................3.09
                  "Offer Period".............................................................3.09
                  "Paying Agent".............................................................2.03
                  "Permitted Debt"...........................................................4.09
                  "Purchase Date"............................................................3.09
                  "Registrar"................................................................2.03
                  "Required Filings" .......................................................10.02
                  "Restricted Payments"......................................................4.07
</TABLE>

SECTION 1.03      PROVISIONS OF THE TIA.

                  Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "INDENTURE SECURITIES" means the Notes;

                  "INDENTURE SECURITY HOLDER" means a Holder of a Note;

                  "INDENTURE TO BE QUALIFIED" means this Indenture;

                  "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the
Trustee; and

                  "OBLIGOR" on the Notes means the Company and any successor
obligor on the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

SECTION 1.04      RULES OF CONSTRUCTION.

                  Unless the context otherwise requires:

                  (1) a term has the meaning assigned to it;

                  (2) an accounting term not otherwise defined has the meaning
assigned to it in accordance with GAAP;

                  (3) "or" is not exclusive;

                  (4) words in the singular include the plural, and in the
plural include the singular;

                  (5) provisions apply to successive events and transactions;
and


                                       17
<PAGE>

                  (6) references to sections of or rules under the
Securities Act shall be deemed to include substitute, replacement or successor
sections or rules adopted by the SEC from time to time.

                              ARTICLE 2. THE NOTES

SECTION 2.01      FORM AND DATING.

                  The Notes (including, without limitation, any Additional Notes
and all Disputed Claims Notes) and the Trustee's certificate of authentication
shall be substantially in the form of EXHIBIT A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby. However,
to the extent any provision of any Note conflicts with the express provisions of
this Indenture, the provisions of this Indenture shall govern and be
controlling.

                  Global Notes shall be substantially in the form of EXHIBIT A
attached hereto (including the Global Note Legend thereon and the "Schedule of
Increases of, and Exchanges of Interests in, the Global Note" attached thereto).
Definitive Notes shall be substantially in the form of EXHIBIT A attached hereto
(but without the Global Note Legend thereon and without the "Schedule of
Increases of, and Exchanges of Interests in, the Global Note" attached thereto).

                  Each Global Note shall represent such of the outstanding Notes
as shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges, redemptions and issuances of Additional Notes. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Note Custodian, at the direction of the Trustee,
in accordance with instructions given by the Holder thereof as required by
Section 2.06 hereof.

SECTION 2.02      EXECUTION AND AUTHENTICATION.

                  One Officer shall sign the Notes for the Company by manual or
facsimile signature. The Company's seal may be reproduced on the Notes and may
be in facsimile form.

                  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

                  A Note shall not be valid until authenticated by the manual
signature of an authorized signatory of the Trustee. Such signature shall be
conclusive evidence that the Note has been authenticated under this Indenture
and that the Holder thereof is entitled to the benefits of this Indenture.



                                       18
<PAGE>

                  The Trustee shall, upon a written order of the Company
signed by two Officers (an "AUTHENTICATION ORDER"), (a) authenticate Notes
for original issue on the Issue Date up to the aggregate principal amount
stated in clause (i) of the last sentence of Section 4(a) of the Notes, and
(b) from time to time after the Issue Date, to the extent required by Section
1 of the Notes, authenticate Additional Notes. Each Authentication Order
shall set forth whether the Notes to be authenticated shall be issued as
Global Notes, Definitive Notes or as increases in the principal amount of an
outstanding Global Note. The Authentication Order given on the Issue Date
shall specify the principal amount of Disputed Claims Notes. The aggregate
principal amount of Notes outstanding at any time may not exceed the amount
specified in Section 4 of the Notes except as provided in Section 2.07 hereof.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate Notes. Any such appointment shall be
evidenced by an instrument signed by a Responsible Officer, a copy of which
shall be furnished to the Company. Unless limited by the terms of such
appointment, an authenticating agent may authenticate Notes whenever the Trustee
may do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same
rights as an Agent to deal with Holders or an Affiliate of the Company.

                  The Notes shall be issuable only in registered form without
coupons and shall not be subject to any minimum denominations.

SECTION 2.03      REGISTRAR AND PAYING AGENT.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange ("REGISTRAR") and an
office or agency where Notes may be presented for payment ("PAYING AGENT"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company (with the consent of the Trustee) or the Trustee may appoint one or
more co-registrars and one or more additional paying agents. The term
"Registrar" includes any co-registrar and the term "Paying Agent" includes any
additional paying agent. The Company or the Trustee may change any Paying Agent
or Registrar without notice to any Holder and the Registrar and Paying Agent may
resign at any time upon written notice to the Company and the Trustee. The
Company or the Trustee shall notify the other, as appropriate, in writing of the
name and address of any Agent not a party to this Indenture. If the Company
fails to appoint or maintain another entity as Registrar or Paying Agent, the
Trustee shall act as such. Neither the Company nor any of its Subsidiaries may
act as Paying Agent or Registrar without the consent of the Trustee.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Note Custodian with respect to the
Global Notes.

SECTION 2.04      PAYING AGENT TO HOLD MONEY IN TRUST.

                  The Company shall require each Paying Agent other than the
Trustee to agree in writing that the Paying Agent will hold in trust for the
benefit of Holders or the Trustee all



                                       19
<PAGE>

money held by the Paying Agent for the payment of principal, premium, if any, or
interest on the Notes, and will notify the Trustee of any default by the Company
in making any such payment. While any such default continues, the Trustee may
require a Paying Agent to pay all money held by it to the Trustee. The Company
at any time may require a Paying Agent to pay all money held by it to the
Trustee. Upon complying with this Section 2.04, the Paying Agent (if other than
the Company or a Subsidiary) shall have no further liability for the money
delivered to the Trustee. If the Company or a Subsidiary acts as Paying Agent,
it shall segregate and hold in a separate trust fund for the benefit of the
Holders all money held by it as Paying Agent. Upon any bankruptcy or
reorganization proceedings relating to the Company, the Trustee shall serve as
Paying Agent for the Notes.

                  Subject to applicable escheat and abandoned property laws, 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 premium, if any, on)
or interest on any Note and remaining unclaimed for two years after such
principal (and premium, if any) or interest has become due and payable shall be
paid to the Company on Company request, or (if then held by the Company) shall
be discharged from such trust; and the Holder of such Note shall thereafter, as
an unsecured general creditor, look only to the Company for payment hereof, 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, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, shall 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
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Company.

SECTION 2.05      HOLDER LISTS.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of all Holders and shall otherwise comply with TIA Section 312. If the
Trustee is not the Registrar, the Company shall furnish to the Trustee at least
seven Business Days before each Interest Payment Date and at such other times as
the Trustee may request in writing, a list in such form and as of such date as
the Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

SECTION 2.06      TRANSFER AND EXCHANGE.

                  (a) TRANSFER AND EXCHANGE OF GLOBAL NOTES. A Global Note
may not be transferred as a whole except by the Depositary to a nominee of the
Depositary, by a nominee of the Depositary to the Depositary or to another
nominee of the Depositary, the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary. All Global Notes will be
exchanged by the Company for Definitive Notes if (i) the Company delivers to the
Trustee notice from the Depositary that it is unwilling or unable to continue to
act as Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such



                                       20
<PAGE>

notice from the Depositary, (ii) the Company in its sole discretion
determines that the Global Notes (in whole but not in part) should be
exchanged for Definitive Notes and delivers a written notice to such effect
to the Trustee, or (iii) there shall have occurred and be continuing a
Default or Event of Default and such exchange shall be requested by a written
notice given to the Company by the Trustee. Upon the occurrence of any of the
preceding events in (i), (ii) or (iii) above, Definitive Notes shall be
issued in such names and principal amounts as the Depositary shall instruct
the Trustee. Global Notes also may be exchanged or replaced, in whole or in
part, for another Global Note as provided in Section 2.07 hereof. A Global
Note may not be exchanged for another Note other than as provided in this
Section 2.06(a), however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b) or (c) hereof.

                  (b) TRANSFER AND EXCHANGE OF BENEFICIAL INTERESTS IN THE
GLOBAL NOTE.

                  The transfer and exchange of beneficial interests in the
Global Note shall be effected through the Depositary, in accordance with the
provisions of this Indenture and the Applicable Procedures. Beneficial interests
in the Global Note shall be subject to restrictions on transfer to the extent
required by the Securities Act and applicable Bankruptcy Law, including, without
limitation, 11 U.S.C. Section 1145. No written orderS or instructions shall be
required to be delivered to the Registrar to effect the transfers described in
this Section 2.06(b).

                  (c) TRANSFER OR EXCHANGE OF BENEFICIAL INTERESTS IN GLOBAL
NOTES FOR DEFINITIVE NOTES. If any holder of a beneficial interest in a
Global Note proposes to exchange such beneficial interest for a Definitive
Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Definitive Note, then, the Company will consent or
withhold consent to such proposal in writing and if the Company consents to
such exchange or transfer (which consent may be withheld by the Company in
its sole and absolute discretion so long as DTC or its successor is willing
and able to act as Depositary), upon delivery of (1) a written order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the Applicable Procedures directing the Depositary to cause to be issued
a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to the
Registrar containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the transfer or exchange
referred to in (1) above, the Trustee shall cause the aggregate principal
amount of the applicable Global Note to be reduced accordingly pursuant to
Section 2.06(g) hereof, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note
issued in exchange for a beneficial interest in a Global Note pursuant to
this Section 2.06(c) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. Unless otherwise
instructed in writing, the Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.

                  (d) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR BENEFICIAL
INTERESTS IN GLOBAL NOTES. A Holder of a Definitive Note may exchange such Note
for a beneficial interest in a Global Note or transfer such Definitive Notes to
a Person who takes delivery thereof in the form of a beneficial interest in a
Global Note at any time. Upon receipt of a request for such an



                                       21
<PAGE>

exchange or transfer, the Trustee shall cancel the applicable Definitive Note
and increase the aggregate principal amount of the applicable Global Note
pursuant to Section 2.06(g) hereof.

                  (e) TRANSFER AND EXCHANGE OF DEFINITIVE NOTES FOR
DEFINITIVE NOTES. Upon request by a Holder of Definitive Notes and such
Holder's compliance with the provisions of this Section 2.06(e), the Company
will consent or withhold consent to such request in writing and if the
Company consents to such exchange or transfer (which consent may be withheld
by the Company in its sole and absolute discretion so long as DTC or its
successor is willing and able to act as Depositary), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Notes duly endorsed or accompanied
by a written instruction of transfer in form satisfactory to the Registrar
duly executed by such Holder or by his attorney, duly authorized in writing.

                  (f) GLOBAL NOTE LEGEND. The following legend shall appear
on the face of all Global Notes issued under this Indenture unless specifically
stated otherwise in the applicable provisions of this Indenture:

         "UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
         OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW
         YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
         TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
         IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN
         AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT 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. TRANSFERS
         OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN
         PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S
         NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED
         TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
         INDENTURE REFERRED TO ON THE REVERSE HEREOF."

                  (g) CANCELLATION AND/OR ADJUSTMENT OF GLOBAL NOTES. At such
time as all beneficial interests in a particular Global Note have been exchanged
for Definitive Notes or a particular Global Note has been redeemed, repurchased
or canceled in whole and not in part, each such Global Note shall be returned to
or retained and canceled by the Trustee in accordance with Section 2.11 hereof.
At any time prior to such cancellation, if any beneficial interest in a Global
Note is exchanged for or transferred to a Person who will take delivery thereof
in the form of Definitive Notes, the principal amount of Notes represented by
such Global Note shall be reduced accordingly and an endorsement shall be made
on such Global Note by the Trustee or by the Note Custodian at the direction of
the Trustee to reflect such reduction.


                                       22
<PAGE>

                  (h) GENERAL PROVISIONS RELATING TO TRANSFERS AND EXCHANGES.

                           (i) To permit registrations of transfers and
                  exchanges, the Company shall execute and the Trustee shall
                  authenticate Global Notes and Definitive Notes upon the
                  Company's order or at the Registrar's request.

                           (ii) No service charge shall be made to a holder of a
                  beneficial interest in a Global Note or to a Holder of a
                  Definitive Note for any registration of transfer or exchange,
                  but the Company may require payment of a sum sufficient to
                  cover any transfer tax or similar governmental charge payable
                  in connection therewith (other than any such transfer taxes or
                  similar governmental charge payable upon exchange or transfer
                  pursuant to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05
                  hereof).

                           (iii) The Registrar shall not be required to register
                  the transfer of or exchange any Note selected for redemption
                  in whole or in part, except the unredeemed portion of any Note
                  being redeemed in part.

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

                           (v) The Company shall not be required (A) to issue,
                  to register the transfer of or to exchange any Notes during a
                  period beginning at the opening of business 15 Business Days
                  before the day of any selection of Notes for redemption under
                  Section 3.02 hereof and ending at the close of business on the
                  day of selection, (B) to register the transfer of or to
                  exchange any Note so selected for redemption in whole or in
                  part, except the unredeemed portion of any Note being redeemed
                  in part or (C) to register the transfer of or to exchange a
                  Note between a record date and the next succeeding Interest
                  Payment Date.

                           (vi) Prior to due presentment for the registration of
                  a transfer of any Note, the Trustee, any Agent and the Company
                  may deem and treat the Person in whose name any Note is
                  registered as the absolute owner of such Note for the purpose
                  of receiving payment of principal of and interest on such
                  Notes and for all other purposes whatsoever, whether or not
                  such Note is overdue, and none of the Trustee, any Agent or
                  the Company shall be affected by notice to the contrary.

                           (vii) All certifications, certificates and other
                  written orders or instructions required to be submitted to the
                  Registrar pursuant to this Section 2.06 to effect a
                  registration of transfer or exchange may be submitted by
                  facsimile.

SECTION 2.07      REPLACEMENT NOTES.

                  If any mutilated Note is surrendered to the Trustee or the
Company and the Trustee and the Company each receives evidence to its
satisfaction of the destruction, loss or



                                       23
<PAGE>

theft of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the requirements
of this Indenture are met. If required by the Trustee or the Company, an
indemnity bond must be supplied by the Holder that is sufficient in the judgment
of the Trustee and the Company to protect the Company, the Trustee, any Agent
and any authenticating agent from any loss that any of them may suffer if a Note
is replaced. The Company may charge for its expenses in replacing a Note.

                  Every replacement Note is an additional obligation of the
Company and shall be entitled to all of the benefits of this Indenture equally
and proportionately with all other Notes duly issued hereunder.

                  The provisions of this Section 2.07 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, lost, destroyed or wrongfully taken
Notes.

SECTION 2.08      OUTSTANDING NOTES; DISPUTED CLAIMS NOTES.

         (a) (i) The Notes outstanding at any time are all the Notes
authenticated by the Trustee except for those canceled by it, those delivered to
it for cancellation, those reductions in the interest in a Global Note effected
by the Trustee in accordance with the provisions hereof, and those described in
this Section as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Company or an Affiliate of the
Company holds the Note.

                  (ii) If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser.

                  (iii) If the principal amount of any Note is considered paid
under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases
to accrue.

                  (iv) If the Paying Agent (other than the Company, a Subsidiary
or an Affiliate of any thereof) holds, on a redemption date or maturity date,
money sufficient to pay Notes payable on that date, then on and after that date
such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

         (b) (i) As required by the Reorganization Plan, $7,897,941.00 principal
amount of Disputed Claims Notes (the "DISPUTED A NOTES") shall be issued on the
Issue Date. The Disputed A Notes shall be held by Wells Fargo Bank Minnesota,
National Association, as disbursing agent (in such capacity, the "DISBURSING
AGENT") in escrow (the "DISPUTED CLAIMS ESCROW FUND") pending the resolution of
the Disputed Claims. Any Additional Notes issued in respect of such Disputed A
Notes and all interest and redemption payments made from time to time hereunder
in respect of such Disputed A Notes and Additional Notes shall also be held in
the Disputed Claims Escrow Fund, and together with the Disputed A Notes are
collectively referred to herein as the "DISPUTED A ESCROW".

         On the Issue Date, the Company shall also deposit into the Disputed
Claims Escrow Fund $4,648,387.25 principal amount of Series B Notes (the
"DISPUTED B NOTES") as required by the

                                       24
<PAGE>

Reorganization Plan. Any Additional Series B Notes issued in respect of such
Disputed B Notes and all interest and redemption payments made from time to
time in respect of such Disputed B Notes and Additional Series B Notes shall
also be held in the Disputed Claims Escrow Fund, and together with the
Disputed B Notes are collectively referred to herein as the "DISPUTED B
ESCROW".

         On the Issue Date, the Company shall deposit into the Disputed
Claims Escrow Fund funds in the amount of $5,382,894.66 (the "DISPUTED CLAIMS
ISSUE DATE CASH") as required by the Reorganization Plan. All interest and
other amounts from time to time earned in respect of the Disputed Claims
Issue Date Cash shall also be held in the Disputed Claims Escrow Fund, and
together with the Disputed Claims Issue Date Cash are collectively referred
to herein as the "DISPUTED CASH ESCROW".

                  (ii) If and to the extent that a Disputed Claim is
adjudicated by a Final Order (as defined in the Reorganization Plan) or
agreed to be an "Allowed Class A10 Claim" (as defined in the Reorganization
Plan), then, promptly after the Disbursing Agent receives an Officers'
Certificate or other evidence reasonably satisfactory to the Disbursing Agent
evidencing that such Disputed Claim (or portion thereof) has become an
Allowed Class A10 Claim, the Disbursing Agent shall release from the Disputed
Claims Escrow Fund and deliver to the holder of such Allowed Class A10 Claim
pursuant to a disbursing agent agreement between the Company and the
Disbursing Agent the corresponding portions of the Disputed A Escrow, the
Disputed B Escrow and the Disputed Cash Escrow relating to such Disputed A
Notes and Disputed B Notes to the extent of such Allowed Class A10 Claim as
required pursuant to Section V.H.5 of the Reorganization Plan. The
corresponding portions of each component of the Disputed Claims Escrow Fund
shall be calculated based upon the principal amount of Disputed A Notes and
Disputed B Notes relating to such Disputed Claim as a percentage of the total
amount of Disputed A Notes and Disputed B Notes.

                  (iii) If and to the extent that a Disputed Claim is
adjudicated by a Final Order or agreed not to be an Allowed Class A10 Claim,
then, upon receipt by the Disbursing Agent of an Officers' Certificate or other
evidence reasonably satisfactory to the Disbursing Agent evidencing such
adjudication or agreement, the holders of all Series B Notes (other than
Disputed B Notes) shall be deemed to have automatically and mandatorily
exchanged, pro rata, Series B Notes with the Disputed Claims Escrow Fund on the
terms set forth below (an "EXCHANGE").

         If all Disputed Claims are adjudicated or agreed not to be Allowed
Class A10 Claims, then the holders of the Series B Notes shall transfer, pro
rata, to the Disputed Claims Escrow Fund (A) Series B Notes issued on the
Issue Date in an aggregate principal amount equal to the sum of the aggregate
principal amount of the Disputed A Notes and the amount of the Disputed
Claims Issue Date Cash, (B) all Additional Series B Notes, if any, issued in
respect of the Series B Notes described in clause (A), and (C) all interest
and redemption payments received since the Issue Date in respect of the
Series B Notes described in clause (A) and Additional Series B Notes, against
receipt from the Disputed Claims Escrow Fund, pro rata, pursuant to a
disbursing agent agreement between the Company and the Disbursing Agent of
(1) the Disputed A Notes, (2) all Additional Notes, if any, issued in respect
thereof, (3) all interest and redemption payments received since the Issue
Date in respect of such Disputed A Notes and Additional Notes, (4) the
Disputed Claims Issue Date Cash, and (5) all interest and other amounts
earned in respect of the Disputed Claims Issue Date Cash. If less than all
Disputed Claims are adjudicated

                                       25
<PAGE>

or agreed not to be Allowed Class A10 Claims, then each class of consideration
transferred in the corresponding Exchange shall be reduced proportionally.

         If one or more Exchanges occur, then, upon resolution of all
Disputed Claims, as evidenced by the delivery to the Trustee of an Officers'
Certificate, the Disbursing Agent shall return to the Company all Series B
Notes held in the Disputed Claims Escrow Fund (such return to be evidenced by
a reduction in the aggregate principal amount of the Global Note evidencing
such Series B Notes or cancellation of Definitive Notes evidencing such
Series B Notes) and shall return to the Company all funds at that time held
in the Disputed Claims Escrow Fund.

         The parties hereto recognize that each Exchange contemplates that
the holders of the Series B Notes must deliver to the Disputed Claims Escrow
Fund certain interest and redemption payments received in respect of Series B
Notes, and that such portion of the Exchange would be burdensome to such
holder. Accordingly, no holder of Series B Notes shall be required to deliver
funds to the Disbursing Agent in connection with an Exchange, and, in lieu
thereof, the Disbursing Agent is authorized to offset against such holder's
obligation an equal amount of funds that otherwise would have been
transferred to such holder from the Disputed Claims Escrow Fund. If the
amount of funds owed by a holder of Series B Notes in connection with an
Exchange exceeds the amount of funds owed to such holder in connection with
such Exchange, then the Trustee, based on instructions from the Disbursing
Agent, shall offset such deficiency against future payments due to such
holder of Series B Notes until such deficiency has been satisfied.

SECTION 2.09      TREASURY NOTES.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any direction, waiver or consent, Notes owned
by the Company, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company, shall
be considered as though not outstanding, except that for the purposes of
determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Notes that the Trustee knows are so owned
shall be so disregarded.

SECTION 2.10      TEMPORARY NOTES.

                  In the event that Definitive Notes are to be issued under the
terms of this Indenture, until such Definitive Notes are ready for delivery, the
Company may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of Definitive Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate Definitive Notes in exchange for temporary Notes upon
surrender of such temporary Notes at the office or agency of the Company,
without charge to the Holder.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                                       26
<PAGE>

SECTION 2.11      CANCELLATION.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes shall be delivered
to the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

SECTION 2.12      DEFAULTED INTEREST.

                  If the Company defaults in a payment of interest on the Notes,
it shall pay the defaulted interest in any lawful manner to the Persons who are
Holders on a subsequent special record date, in each case at the rate or rates
provided in the Notes. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Note and the date of
the proposed payment The Company shall fix or cause to be fixed each such
special record date and payment date, provided that no such special record date
shall be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

SECTION 2.13      CUSIP NUMBERS.

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

                      ARTICLE 3. REDEMPTION AND PREPAYMENT

SECTION 3.01      NOTICES TO TRUSTEE.

                  If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, or is required to do so pursuant
to Section 3.08(d) or 3.08(e) hereof, it shall furnish to the Trustee, at least
45 days but not more than 60 days before a redemption date (or at least 3
Business Days before such redemption date in the case of a redemption pursuant
to Section 3.08(d) hereof), an Officers' Certificate setting forth (i) the
clause of this Indenture pursuant to which the redemption shall occur and that
such redemption



                                       27
<PAGE>

will comply with the conditions set forth herein, (ii) the redemption date,
(iii) the principal amount of Notes to be redeemed and (iv) the redemption
price.

SECTION 3.02      SELECTION OF NOTES TO BE REDEEMED.

                  Subject to Section 3.07(b) hereof, if less than all of the
Notes are to be redeemed at any time, selection of Notes for redemption will be
made by the Trustee on a pro rata basis.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption.

SECTION 3.03      NOTICE OF REDEMPTION.

         Subject to the provisions of Section 3.09 hereof, at least 30 days but
not more than 60 days before a redemption date (or at least 2 Business Days
before such redemption date in the case of a redemption pursuant to
Section 3.08(d) hereof), the Company shall mail or cause to be mailed, by first
class mail, a notice of redemption to each Holder of Notes to be redeemed at its
registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a) the redemption date;

                  (b) the redemption price and accrued interest to be paid;

                  (c) if any Note is being redeemed in part, the portion of the
principal amount of such Note to be redeemed and that, after the redemption date
upon surrender of such Note, a new Note or Notes in principal amount equal to
the unredeemed portion shall be issued upon cancellation of the original Note;

                  (d) the name and address of the Paying Agent;

                  (e) that Notes called for redemption must be surrendered to
the Paying Agent to collect the redemption price;

                  (f) that, unless the Company defaults in making such
redemption payment, interest on Notes called for redemption ceases to accrue on
and after the redemption date;

                  (g) the Section of the Notes and/or this Indenture pursuant to
which the Notes called for redemption are being redeemed; and

                  (h) that no representation is made as to the correctness or
accuracy of the CUSIP number, if any, listed in such notice or printed on the
Notes.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered



                                       28
<PAGE>

to the Trustee, on or before the date specified in Section 3.01 hereof, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in this Section.

SECTION 3.04      EFFECT OF NOTICE OF REDEMPTION.

                  Once notice of redemption is mailed in accordance with Section
3.03 hereof, Notes called for redemption become irrevocably due and payable on
the redemption date at the redemption price; provided, however, that the failure
to provide such notice shall not affect the liability of the Company to pay the
redemption price. A notice of redemption may not be conditional.

SECTION 3.05      DEPOSIT OF REDEMPTION PRICE.

                  On or before 11:00 a.m. Eastern time, on the redemption date,
the Company shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption price of and accrued interest on all Notes to
be redeemed on that date. The Trustee or the Paying Agent shall promptly return
to the Company any money deposited with the Trustee or the Paying Agent by the
Company in excess of the amounts necessary to pay the redemption price of, and
accrued interest on, all Notes to be redeemed.

                  If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes called for redemption. If a Note is redeemed
on or after an interest record date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
date until such principal is paid, and to the extent lawful on any interest not
paid on such unpaid principal, in each case at the rate or rates provided in the
Notes.

SECTION 3.06      NOTES REDEEMED IN PART.

                  Subject to the provisions of this Indenture relating to Global
Notes, upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon the Company's written request, the Trustee shall authenticate
for the Holder at the expense of the Company a new Note equal in principal
amount to the unredeemed portion of the Note surrendered.

SECTION 3.07      OPTIONAL REDEMPTION.

                  (a) The Notes will be subject to redemption at any time and
from time to time at the option of the Company, in whole or in part, without
premium or penalty, upon not less than 30 nor more than 60 days' notice, at the
redemption price of 100% of the principal amount thereof plus accrued and unpaid
interest thereon to the applicable redemption date.

                  (b) Notwithstanding Section 3.02 hereof or any other provision
of this Indenture, the Notes or any other agreement or instrument to the
contrary, the Company may, in



                                       29
<PAGE>

connection with a redemption pursuant to this Section 3.07, select for
redemption specific Notes or specific direct or indirect beneficial interests in
a Note if such Note or beneficial interest has a principal amount of less than
$1,000.

                  (c) Any redemption pursuant to this Section 3.07 shall be
made pursuant to the provisions of Section 3.01 through 3.06 hereof.

                  (d) As of the Issue Date, Section 4 of the Repo Agreement
imposes limitations on the right of the Company to make optional redemptions in
certain circumstances.

SECTION 3.08      MANDATORY REDEMPTION; REPURCHASE AT OPTION OF HOLDER.

                  (a) The Company shall not be required to make mandatory
redemption, purchase or sinking fund payments with respect to the Notes except
as specified in this Section.

                  (b) The Company shall make Asset Sale Offers to the extent
required by Section 4.10 hereof, and Change of Control Offers to the extent
required by Section 4.15 hereof.

                  (c) If the Company or a Restricted Subsidiary issues Equity
Interests in the Company on or after the Issue Date through one or more
transactions, then the Company shall make offers to all Holders to purchase the
maximum principal amount of Notes that may be purchased out of the Net Equity
Proceeds of such issuance, at an offer price in cash in an amount equal to 100%
of the principal amount thereof plus accrued and unpaid interest thereon, if
any, to the date of purchase, in accordance with the procedures set forth in
this Indenture, subject to a maximum total offer price of $10.0 million in the
aggregate for all such offers under this Section 3.08(c) to purchase Notes and
Series B Notes made after the Issue Date. To the extent that any Net Equity
Proceeds remain after consummation of such purchase offer, the Company may use
such remaining Net Equity Proceeds for any purpose not otherwise prohibited by
this Indenture. If the aggregate principal amount of Notes tendered into such
purchase offer exceeds the amount of Net Equity Proceeds, the Trustee shall
select the Notes to be purchased on a pro rata basis. A purchase offer made
under this Section 3.08(c) shall be made pursuant to procedures substantially
similar to those governing Asset Sale Offers, as set forth in Section 3.09.
Notwithstanding any other provision of this Indenture, the Series B Indenture,
the Notes or the Series B Notes, the total purchase price paid to purchase Notes
pursuant to this Section 3.08(c) and to purchase Series B Notes pursuant to the
corresponding provision of the Series B Indenture, whether pursuant to one or
more purchase offers, shall in no event exceed the aggregate amount of $10.0
million.

                  (d) On each Interest Payment Date, the Company shall make a
mandatory redemption of Notes in an aggregate principal amount equal to the
Miscellaneous Collateral Cashflow received during the approximately one-month
period that ended 5 Business Days prior to such Interest Payment Date (such
period having started immediately after the end of the last such period or, in
the case of the first redemption pursuant to this subsection (d), having started
on the Issue Date) (the "MANDATORY AMORTIZATION PAYMENTS"). Such redemption
shall be made at a redemption price equal to 100% of the principal amount of the
Notes being redeemed.



                                       30
<PAGE>

                  (e) Unless the Company, not more than 60 days prior to the
relevant Interest Payment Date, delivers to the Trustee an Officers' Certificate
stating that the Company has determined that the Company will not have
sufficient liquidity on a projected basis to make the redemptions described in
this subsection and to pay its reasonably necessary expenses and other
obligations during the upcoming twelve-month period, including, without
limitation, interest, Mandatory Amortization Payments and funding and
maintenance of a $7.5 million working capital reserve account, but excluding
dividends pursuant to Section 4.07(b)(ii)(B), the Company shall make mandatory
redemptions of Notes in the amounts of the Scheduled Principal Paydowns on or
before the corresponding Interest Payment Dates described in the definition of
such term. Such redemptions shall be made at redemption prices equal to 100% of
the principal amount of Notes being redeemed. All amounts paid to Holders (i) to
purchase Notes pursuant to Section 4.10 hereof to the extent constituting Net
Proceeds of assets that are not Collateral, (ii) to purchase Notes pursuant to
Section 4.10 hereof to the extent constituting Net Proceeds of Miscellaneous
Collateral if an SPP Nonpayment Event exists, and (iii) to redeem Notes pursuant
to Section 3.08(d) hereof to the extent specified in Section 4.17 hereof, shall
be credited against the redemption requirements set forth in this Section
3.08(e) in order of maturity.

SECTION 3.09      OFFER TO PURCHASE BY APPLICATION OF EXCESS PROCEEDS.

                  In the event that, pursuant to Section 4.10 hereof, the
Company shall be required to commence an Asset Sale Offer, it shall follow the
procedures specified below.

                  The Asset Sale Offer shall remain open for a period of at
least 20 Business Days following its commencement (the "OFFER PERIOD"). No later
than five Business Days after the termination of the Offer Period (the "PURCHASE
DATE"), the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 hereof (the "OFFER AMOUNT") or, if less than
the Offer Amount has been tendered, all Notes tendered in response to the Asset
Sale Offer. Payment for any Notes so purchased shall be made in the same manner
as interest payments are made.

                  If the Purchase Date is on or after an interest record date
and on or before the related interest payment date, any accrued and unpaid
interest shall be paid to the Person in whose name a Note is registered at the
close of business on such record date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Asset Sale Offer.

                  Upon the commencement of an Asset Sale Offer, the Company
shall send, by first class mail, a notice to the Trustee and each of the
Holders, with a copy to the Trustee. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Asset Sale Offer. The Asset Sale Offer shall be made to all Holders. The notice,
which shall govern the terms of the Asset Sale Offer, shall state:

                  (a) that the Asset Sale Offer is being made pursuant to this
Section 3.09 and Section 4.10 hereof and the length of time the Asset Sale
Offer shall remain open;

                  (b) the Offer Amount, the purchase price and the Purchase
Date;



                                       31
<PAGE>

                  (c) that any Note not tendered or accepted for payment shall
continue to accrue interest;

                  (d) that, unless the Company defaults in making such payment,
any Note accepted for payment pursuant to the Asset Sale Offer shall cease to
accrue interest after the Purchase Date;

                  (e) that Holders electing to have a Note purchased pursuant to
an Asset Sale Offer may elect to have all or a portion of such Note purchased;

                  (f) that Holders electing to have a Note purchased pursuant to
any Asset Sale Offer shall be required to surrender the Note, with the form
entitled "Option of Holder to Elect Purchase" on the reverse of the Note
completed, or transfer by book-entry transfer, to the Company, a depositary, if
appointed by the Company, or a Paying Agent at the address specified in the
notice prior to the expiration of the Offer Period;

                  (g) that Holders shall be entitled to withdraw their election
if the Company, the Depositary or the Paying Agent, as the case may be,
receives, not later than the expiration of the Offer Period, a telegram, telex,
facsimile transmission or letter setting forth the name of the Holder, the
principal amount of the Note the Holder delivered for purchase and a statement
that such Holder is withdrawing his election to have such Note purchased;

                  (h) that, if the aggregate principal amount of Notes tendered
by Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis; and

                  (i) that, subject to the provisions of this Indenture relating
to Global Notes, Holders whose Notes were purchased only in part shall be issued
new Notes equal in principal amount to the unpurchased portion of the Notes
surrendered.

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a PRO RATA basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the Asset
Sale Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers' Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and, subject to the provisions of this
Indenture relating to Global Notes, the Company shall, promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Asset Sale Offer on or prior
to the Purchase Date. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of Notes in



                                       32
<PAGE>

connection with an Asset Sale Offer and, to the extent inconsistent with the
provisions of this Indenture, such laws and regulations shall govern.

                              ARTICLE 4. COVENANTS

SECTION 4.01      PAYMENT OF NOTES.

                  The Company shall pay or cause to be paid the principal of,
premium, if any, Loan Fees, and interest on the Notes on the dates and in the
manner provided in the Notes. Principal, premium, if any, Loan Fees, and
interest shall be considered paid on the date due if the Trustee or the Paying
Agent, if other than the Company or a Subsidiary thereof, holds (in New York,
New York, or as otherwise specified by the Paying Agent) as of 11:00 a.m.
Eastern Time on the due date money deposited by the Company in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, Loan Fees and interest then due.

SECTION 4.02      MAINTENANCE OF OFFICE OR AGENCY.

                  The Company shall maintain in the Borough of Manhattan, the
City of New York, an office or agency (which may be an office of the Trustee or
an affiliate of the Trustee, Registrar or co-registrar) where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company in respect of the Notes and this Indenture may be
served. The Company shall give prompt written notice to the Trustee of the
location, and any change in the location, of such office or agency. If at any
time the Company shall fail to maintain any such required office or agency or
shall fail to furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

SECTION 4.03      REPORTS.

                  Whether or not required by the rules and regulations of the
SEC, so long as any Notes are outstanding, the Company shall furnish to the
Trustee (i) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company were required to file such forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report thereon by the Company's certified
independent accountants and (ii) all current reports that would be required to
be filed with the



                                       33
<PAGE>

SEC on Form 8-K if the Company were required to file such reports, in each case,
promptly after such filing.

SECTION 4.04      COMPLIANCE CERTIFICATE.

                  (a) The Company shall deliver to the Trustee, within 120 days
after the end of each fiscal year, an Officers' Certificate stating that a
review of the activities of the Company and its Subsidiaries during the
preceding fiscal year has been made under the supervision of the signing
Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that, to his or her
knowledge, no Default or Event of Default exists (or, if a Default or Event of
Default exists, describing such Default or Event of Default of which he or she
may have knowledge and what action the Company is taking or proposes to take
with respect thereto).

                  (b) The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith (but not later than 30 days after
the occurrence thereof) upon any Officer becoming aware of any Default or Event
of Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

SECTION 4.05      TAXES.

                  The Company shall pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good
faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders of the Notes.

SECTION 4.06      STAY, EXTENSION AND USURY LAWS.

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

SECTION 4.07      RESTRICTED PAYMENTS.

                  (a) Subject to the other provisions of this Section, the
Company shall not (i) declare or pay any dividend or make any distribution of
value (each, a "DIVIDEND") on account of the Company's Equity Interests or (ii)
purchase, redeem or otherwise acquire or retire for value any Preferred Equity
Interests of the Company (all such payments and other actions being collectively
referred to as "RESTRICTED PAYMENTS").

                  (b) Subsection (a) above will not prohibit:

                                       34
<PAGE>

                           (i) the payment of any dividend within 90 days after
         the date of declaration thereof, if at said date of declaration such
         payment would have complied with the provisions of this Indenture;

                           (ii) the declaration and payment of the following
         types of dividends  (which amounts shall be cumulative):

                                    (A) dividends payable in Equity Interests of
                  the Company;

                                    (B) dividends on New Preferred Equity
                  Interests if (1) the cash rate of such dividends does not
                  exceed 13% per annum of the amount of the issuance price of
                  such New Preferred Equity Interests, (2) the Company has
                  determined that the Company has sufficient liquidity on a
                  projected basis to pay such cash dividends and pay all
                  interest, Loan Fees, Mandatory Amortization Payments and
                  Scheduled Principal Paydowns scheduled to be due and payable
                  during the upcoming twelve-month period following the date of
                  declaration of such dividend and to fund and maintain a $7.5
                  million working capital reserve, (3) no Default or Event of
                  Default is then continuing, and (4) as of the end of the most
                  recently ended full fiscal quarter for which internal
                  financial statements are available immediately preceding the
                  date of declaration of such dividend, CBO-2 Visible Losses are
                  not greater than the Loss Threshold Amount;

                                    (C) so long as no Default or Event of
                  Default is then continuing, dividends payable in cash on
                  Preferred Equity Interests in an amount not to exceed $4.1
                  million per year;

                                    (D) dividends payable in cash if (1) payment
                  of such dividend in cash is necessary in order to maintain
                  REIT Status, (2) notice of such proposed dividend (which may
                  be in the form of EXHIBIT C attached hereto or such other
                  form as the Company deems appropriate) is mailed to the
                  Holders concurrently with the declaration thereof, such
                  declaration to be made not less than 20 days prior to the
                  record date therefor, (3) the Articles Supplementary in the
                  form of EXHIBIT B attached hereto creating the Noteholder
                  Preferred Stock have been filed with the Secretary of State
                  of the State of Maryland, have become effective and the
                  Holders are granted the right concurrently with the
                  declaration of such dividend to convert an aggregate unpaid
                  principal amount of Notes equal to 110% of the amount of the
                  proposed dividend into Noteholder Preferred Stock having a
                  liquidation value equal to 110% of the amount of the
                  proposed dividend, (4) such dividend is payable first, to
                  Holders who have converted Notes into Noteholder Preferred
                  Stock, as redemption payments for the redemption of such
                  Holders' Noteholder Preferred Stock in an aggregate amount
                  equal to 90.9% of the principal amount of Notes converted
                  into Noteholder Preferred Stock, and second, to the extent
                  the aggregate amount of such dividend is not fully utilized
                  in connection with the redemption of such Noteholder
                  Preferred Stock, to holders of other capital stock of the
                  Company as specified by the Company in the resolution of the
                  Board of Directors authorizing the declaration of such
                  dividend, (5) the aggregate amount of such dividend is
                  limited to the amount necessary in order to

                                       35
<PAGE>

                  maintain REIT Status, and (6) the Company has no issued and
                  outstanding Preferred Equity Interests that have liquidation
                  preference or dividend rights senior to those of the
                  Noteholder Preferred Stock; and

                                    (E) dividends on Noteholder Preferred Stock;
                  and

                           (iii) the redemption, repurchase, retirement or other
         acquisition of:

                                    (A) any Preferred Equity Interests of the
                  Company in exchange for, or out of the net cash proceeds of a
                  substantially concurrent sale (other than to a Restricted
                  Subsidiary of the Company) of other Equity Interests of the
                  Company;

                                    (B) any Preferred Equity Interests owned by
                  the Company or any Restricted Subsidiary of the Company; and

                                    (C)     Noteholder Preferred Stock.

                  (c) The amount of all Restricted Payments (other than cash)
shall be the fair market value on the date of the Restricted Payment of the
assets proposed to be transferred pursuant to such Restricted Payment. If the
fair market value of any non-cash Restricted Payment shall be in excess of $3.0
million, then such fair market value shall be determined by the Board of
Directors, whose Board Resolution with respect thereto shall be delivered to the
Trustee, and if the fair market value shall be in excess of $12.5 million, then
such determination shall also be based upon an opinion, appraisal or quotation
issued by a Valuation Expert.

                  (d) The Company may not use any dividends received from CMSLP
to pay dividends on the Company's capital stock or for the redemption of
preferred stock.

SECTION 4.08      INVESTMENTS.

                  If either (i) an Event of Default has occurred and is
continuing or (ii) as of the end of the most recently ended full fiscal quarter
for which internal financial statements are available, CBO-2 Visible Losses are
greater than the Loss Threshold Amount, then the Company may not purchase CMBS
rated "B" or lower by a nationally-recognized rating agency (other than
purchases made out of the proceeds of a substantially concurrent sale of, or
exchange of, CMBS that have a credit rating equal to or lower than the CMBS
being purchased or received in such exchange). For purposes of this Section,
unrated CMBS shall be deemed to be rated "D."

SECTION 4.09      INCURRENCE OF INDEBTEDNESS.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "INCUR") any
Indebtedness; PROVIDED, HOWEVER, that the Company and its Restricted
Subsidiaries may incur Indebtedness if:



                                       36
<PAGE>

                           (i) the Interest Coverage Ratio for the Company's
         most recently ended four full fiscal quarters for which internal
         financial statements are available (or, if internal financial
         statements for at least four full fiscal quarters since the Issue Date
         are not available, then the Interest Coverage Ratio shall be calculated
         with respect to the one, two or three, as appropriate, full fiscal
         quarters since the Issue Date for which internal financial statements
         are available) immediately preceding the date on which such additional
         Indebtedness is incurred would have been at least 1.5 to 1, determined
         on a pro forma basis (including a pro forma application of the net
         proceeds therefrom), as if the additional Indebtedness had been
         incurred at the beginning of such four-quarter period (or shorter
         period, as appropriate); and

                           (ii)     either:

                                    (A) such additional Indebtedness (1) has no
                  Stated Maturity of principal until on or after the final
                  Stated Maturity of the Series B Notes, and (2) is not by its
                  terms subject to voluntary prepayment, redemption or call at
                  the option of the Company on or prior to such date; or

                                    (B) such additional Indebtedness (1) has no
                  Stated Maturity of principal other than at its final Stated
                  Maturity date, (2) has a final Stated Maturity date not more
                  than two years after its issuance date, and (3) was incurred
                  for the purpose of financing all or any part of the purchase
                  price or carrying cost of CMBS, RMBS, other Trading Assets or
                  other income-producing assets.

                  (b) The provisions of subsection (a) above will not apply to
the incurrence of any of the following items of Indebtedness (collectively,
"PERMITTED DEBT"):

                  (i) the incurrence by the Company and its Restricted
         Subsidiaries of Indebtedness (including letters of credit, with letters
         of credit being deemed to have a principal amount equal to the maximum
         potential liability of the Company and its Restricted Subsidiaries
         thereunder) under the Senior Credit Facility; provided that the
         aggregate principal amount of all Indebtedness (including letters of
         credit) outstanding under the Senior Credit Facility after giving
         effect to such incurrence does not exceed an amount equal to $25.0
         million less the aggregate amount of all Net Proceeds of Asset Sales
         applied to permanently repay any such Senior Credit Facility
         Indebtedness pursuant to Section 4.10 hereof;

                  (ii) the incurrence by the Company and its Restricted
         Subsidiaries of the Existing Indebtedness;

                 (iii) the incurrence by the Company of Indebtedness represented
         by the Notes;

                 (iv)  the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness represented by Capital Lease Obligations
         or incurred in similar types of transactions, in each case incurred for
         the purpose of financing all or any part of the purchase price or cost
         of construction or improvement of property, plant or equipment used in
         the business of the Company or such Subsidiary, in an aggregate
         principal amount not to exceed $400,000 at any time outstanding;



                                       37
<PAGE>

                  (v) so long as no Default or Event of Default is then
         continuing, the incurrence by the Company or any of its Restricted
         Subsidiaries of Non-Recourse Debt or Match Funded Indebtedness;

                  (vi) the guarantee by the Company or any Restricted Subsidiary
         of Indebtedness of the Company or a Restricted Subsidiary that was
         permitted to be incurred by another provision of this Section 4.09;

                  (vii) Indebtedness arising from agreements of the Company or a
         Restricted Subsidiary providing for indemnification, adjustment of
         purchase price, assumption or guarantee of nonrecourse liabilities and
         similar obligations incurred or assumed in connection with the
         acquisition or disposition of any Restricted Subsidiary or other
         assets;

                  (viii) the incurrence by the Company or any of its Restricted
         Subsidiaries of intercompany Indebtedness between or among the Company
         and any of its Restricted Subsidiaries; provided, however, that (A) any
         subsequent issuance or transfer of Equity Interests that results in any
         such Indebtedness being held by a Person other than the Company or a
         Restricted Subsidiary thereof and (B) any sale or other transfer of any
         such Indebtedness to a Person that is not either the Company or a
         Restricted Subsidiary thereof shall be deemed, in each case, to
         constitute an incurrence of such Indebtedness by the Company or such
         Restricted Subsidiary, as the case may be, that was not permitted by
         this clause (viii); and

                  (ix) the incurrence by the Company or any of its Restricted
         Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or
         the net proceeds of which are used to refund, refinance or replace
         Indebtedness that is either Existing Indebtedness or was permitted by
         this Indenture to be incurred under subsection (a) hereof or clauses
         (ii), (iii), (iv), (v), (vi), (vii) or (ix) of this subsection (b).

                  (c) For purposes of determining compliance with this covenant,
in the event that an item of Indebtedness meets the criteria of more than one of
the categories of Permitted Debt described in subsection (b) above or is
entitled to be incurred pursuant to subsection (a) above, the Company may
classify, and from time to time re-classify, such item of Indebtedness in any
manner that complies with this covenant. Accrual of interest, accretion or
amortization of original issue discount, and the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms will not
be deemed to be an incurrence of Indebtedness for purposes of this covenant, but
such items shall not, by virtue of this sentence, be excluded from the scope of
the Indebtedness described in the definition of the term "Interest Expense."

SECTION 4.10      ASSET SALES.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, consummate an Asset Sale unless either (i) such
Asset Sale was made in the ordinary course of business, (ii) the assets disposed
of constituted Trading Assets, or (iii) clauses (A) through (D) below are
satisfied:



                                       38
<PAGE>

                           (A) the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration at the time of such Asset Sale at
         least equal to the fair market value of the assets disposed of;

                           (B) if the fair market value of such assets is in
         excess of $3.0 million, such value shall be determined by the Company's
         Board of Directors, and if such fair market value is in excess of $12.5
         million, such fair market value shall be evidenced by an opinion,
         appraisal or quotation issued by a Valuation Expert;

                           (C) the Company gives notice of such Asset Sale to
         the Trustee not less than 10 days prior to the closing thereof; and

                           (D) at least 75% of the consideration therefor
         received by the Company or such Restricted Subsidiary is in the form of
         cash or Cash Equivalents. For purposes of this clause (D), any
         liabilities of the Company or any Restricted Subsidiary that are
         assumed by the transferee of any such assets or an Affiliate thereof or
         that otherwise cease to be liabilities of the Company or a Restricted
         Subsidiary in connection with such Asset Sale shall be deemed to be
         cash.

                  Notwithstanding the foregoing, the limitations referred to in
clauses (A), (B) and (C) above shall not apply to (1) any Asset Sale made
pursuant to, and in compliance with, Section 4.17 of this Indenture, or (2) any
Asset Sale made in a public markets, Rule 144A, Regulation S or similar
transaction.

                  Notwithstanding the foregoing, the 75% limitation referred to
in clause (D) above shall not apply to any Asset Sale in which the cash or Cash
Equivalents portion of the consideration received therefrom, determined in
accordance with the foregoing provision, is equal to or greater than what the
after-tax proceeds would have been had such Asset Sale complied with the
aforementioned 75% limitation.

                  Notwithstanding the foregoing, in certain circumstances
Section 4.17 limits the right of the Company to sell the Miscellaneous
Collateral, as more particularly set forth in such Section.

                  (b) (i) Within 180 days after the receipt of any Net Proceeds
         from an Asset Sale, the Company may apply such Net Proceeds, at its
         option, (A) to the permanent repayment, pro rata, of Indebtedness under
         the Senior Credit Facility, the Repo Agreement, this Indenture and the
         Series B Indenture or (B) to the acquisition of income-producing assets
         (including, without limitation, Trading Assets) or Equity Interests in
         Persons that own income-producing assets if such Persons become
         Subsidiaries.

                           (ii) Notwithstanding the foregoing, in the event that
         a Restricted Subsidiary that is not a wholly-owned Subsidiary
         consummates an Asset Sale, whether or not such Restricted Subsidiary
         dividends or distributes to all of its stockholders (including the
         Company or another Restricted Subsidiary) on a PRO RATA basis any
         proceeds of such Asset Sale, the Company or such Restricted Subsidiary
         need only apply



                                       39
<PAGE>

         its PRO RATA share of such proceeds in accordance with the preceding
         clauses (b)(i)(A) or (b)(i)(B).

                           (iii) Pending the final application of any such Net
         Proceeds, the Company may temporarily reduce revolving credit
         borrowings or otherwise invest such Net Proceeds in any manner that is
         not prohibited by this Indenture. Any Net Proceeds from Asset Sales
         that are not applied or invested as provided in clause (b)(i) above
         will be deemed to constitute "EXCESS PROCEEDS."

                           (iv) When the aggregate amount of Excess Proceeds
         exceeds $5.0 million, the Company will be required to make an offer pro
         rata to all Holders of Notes, all holders of Series B Notes, all
         holders of Repo Obligations and all holders of Indebtedness under a
         Senior Credit Facility containing provisions similar to those set forth
         in this Indenture with respect to offers to purchase or redeem with the
         proceeds of sales of assets (an "ASSET SALE OFFER") to purchase the
         maximum principal amount of Notes and such other Indebtedness that may
         be purchased out of the Excess Proceeds, at an offer price in cash in
         an amount equal to 100% of the principal amount thereof plus accrued
         and unpaid interest thereon, if any, to the date of purchase, in
         accordance with the procedures set forth in this Indenture and such
         other Indebtedness. The Company may, in its sole discretion, elect to
         make an Asset Sale Offer prior to the expiration of the 180-day period,
         or with less than $5.0 million of Excess Proceeds. To the extent that
         any Excess Proceeds that were subject to an Asset Sale Offer remain
         after consummation of such Asset Sale Offer, the Company may use such
         remaining Excess Proceeds for any purpose not otherwise prohibited by
         this Indenture. If the aggregate principal amount of Notes and such
         other Indebtedness tendered into such Asset Sale Offer exceeds the
         amount of Excess Proceeds, the Trustee shall select the Notes and such
         other Indebtedness to be purchased on a pro rata basis. Upon completion
         of such offer to purchase, the amount of Excess Proceeds shall be reset
         at zero. Certain procedures regarding Asset Sale Offers are set forth
         in Section 3.09 hereof.

                           (v) The Company shall comply with the requirements of
         Rule 14e-1 under the Exchange Act and any other securities laws and
         regulations thereunder to the extent such laws and regulations are
         applicable in connection with each repurchase of Notes pursuant to an
         Asset Sale Offer. To the extent that the provisions of any securities
         laws or regulations conflict with the procedural aspects of the Asset
         Sales provisions of this Indenture, the Company shall comply with the
         procedures required by the applicable securities laws and regulations
         and shall not be deemed to have breached its obligations under the
         Asset Sale provisions of this Indenture by virtue of such conflict.

                  (c) Unless otherwise directed by the Trustee during the
continuance of an Event of Default, notwithstanding subsection (b) above, any
Asset Sale Offer made with Excess Proceeds derived from Asset Sales of the
Miscellaneous Collateral, the CBO-REIT Pledged Stock, the QRS 1 Inc. Pledged
Stock, the Nomura Bond or the Merrill/GACC Assets shall be made only to Holders
of the Notes.

                  (d) The Company will not, and will not permit any of its
Restricted Subsidiaries to, consummate any Asset Sale of the CBO-REIT Pledged
Stock, the QRS 1 Inc. Pledged Stock, the Nomura Bond or the Merrill/GACC
Assets unless such Asset Sale is on commercially reasonable terms.


                                       40
<PAGE>


SECTION 4.11      TRANSACTIONS WITH AFFILIATES.

                  The Company shall not make any payment to, or sell, lease,
transfer or otherwise dispose of any of its properties or assets to, or purchase
any property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each of the foregoing, an "AFFILIATE TRANSACTION"),
unless (i) such Affiliate Transaction is on terms that are no less favorable to
the Company than those that would have been obtained in a comparable transaction
by the Company with an unrelated Person and (ii) the Company delivers to the
Trustee (a) with respect to any Affiliate Transaction or series of related
Affiliate Transactions involving aggregate consideration in excess of $2.0
million, a Board Resolution set forth in an Officers' Certificate certifying
that such Affiliate Transaction complies with clause (i) above and that such
Affiliate Transaction has been approved by a majority of the members of the
Board of Directors and (b) with respect to any Affiliate Transaction or series
of related Affiliate Transactions involving aggregate consideration in excess of
$25.0 million, an opinion as to the fairness to the Holders of such Affiliate
Transaction from a financial point of view issued by a Valuation Expert.
Notwithstanding the foregoing, the limitations and restrictions set forth in
this Section 4.11 shall not apply to the following types of Affiliate
Transactions: (i) Affiliate Transactions between or among the Company and its
Restricted Subsidiaries; (ii) customary compensation and indemnification
arrangements and other customary transactions with officers, directors or
employees of the Company or any Restricted Subsidiary entered into in the
ordinary course of business; (iii) Restricted Payments that are not prohibited
by Section 4.07 hereof and the definitions used therein; and (iv) transactions
entered into in connection with the CMSLP Reorganization.

SECTION 4.12      LIENS.

                  The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, create, incur or assume any Lien securing
Indebtedness on any asset acquired after the Issue Date, except Permitted Liens.

                  Section 10.01 hereof sets forth an additional limitation on
Liens on Collateral.

SECTION 4.13      BUSINESS ACTIVITIES.

                  The Company shall not engage in any business other than
Permitted Businesses, except to such extent as would not be material to the
Company and its Subsidiaries taken as a whole.

SECTION 4.14      CORPORATE EXISTENCE.

                  Subject to Article 5 hereof, the Company shall do or cause to
be done all things necessary to preserve and keep in full force and effect (i)
its corporate existence, and the corporate, partnership or other existence of
each of its Restricted Subsidiaries, in accordance



                                       41
<PAGE>

with the respective organizational documents (as the same may be amended from
time to time) of the Company or any such Restricted Subsidiary and (ii) the
rights (charter and statutory), licenses and franchises of the Company and its
Restricted Subsidiaries; provided, however, that the Company shall not be
required to preserve any such right, license or franchise, or the corporate,
partnership or other existence of any of its Restricted Subsidiaries, if the
senior management of the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders of the Notes.

SECTION 4.15      OFFER TO REPURCHASE UPON CHANGE OF CONTROL.

                  (a) If a Change of Control occurs, the Company shall make an
offer to each Holder of Notes to repurchase all or any part of such Holder's
Notes pursuant to the procedures described below (the "CHANGE OF CONTROL OFFER")
at an offer price in cash equal to 100% of the aggregate principal amount
thereof plus accrued and unpaid interest thereon, if any, to the date of
purchase (the "CHANGE OF CONTROL PAYMENT").

                  (b) Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder stating: (1) that the Change of
Control Offer is being made pursuant to this Section 4.15 and that all Notes
tendered will be accepted for payment in full; (2) the purchase price and the
purchase date, which shall be no earlier than 30 days and no later than 60 days
from the date such notice is mailed (the "CHANGE OF CONTROL PAYMENT DATE"); (3)
that any Note not tendered will continue to accrue interest; (4) that, unless
the Company defaults in the payment of the Change of Control Payment, all Notes
accepted for payment pursuant to the Change of Control Offer shall cease to
accrue interest after the Change of Control Payment Date; (5) that Holders
electing to have any Notes purchased pursuant to a Change of Control Offer will
be required to surrender the Notes, with the form entitled "Option of Holder to
Elect Purchase" on the reverse of the Notes completed, to the Paying Agent at
the address specified in the notice prior to the expiration of the Change of
Control Payment Offer; (6) that Holders will be entitled to withdraw their
election if the Paying Agent receives, not later than the expiration of the
Change of Control Payment Offer, a telegram, telex, facsimile transmission or
letter setting forth the name of the Holder, the principal amount of Notes
delivered for purchase, and a statement that such Holder is withdrawing his
election to have the Notes purchased; and (7) that Holders whose Notes are being
purchased only in part will be issued new Notes equal in principal amount to the
unpurchased portion of the Notes surrendered. The Company shall comply with the
requirements of Rule 14e-1 under the Exchange Act and any other securities laws
and regulations thereunder to the extent such laws and regulations are
applicable in connection with the repurchase of Notes in connection with a
Change of Control and, to the extent the procedural aspects thereof are
inconsistent with the provisions of this Indenture, such laws and regulations
shall govern.

                  (c) On the Change of Control Payment Date, the Company shall,
to the extent lawful, (1) accept for payment all Notes or portions thereof
properly tendered pursuant to the Change of Control Offer, (2) deposit with the
Paying Agent an amount equal to the Change of Control Payment in respect of all
Notes or portions thereof so tendered and (3) deliver or cause to be delivered
to the Trustee the Notes so accepted together with an Officers' Certificate
stating the aggregate principal amount of Notes or portions thereof being
purchased by the Company,



                                       42
<PAGE>

and that such purchase is being effected pursuant to, and complies with, this
Section 4.15. The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and, subject to the
provisions of this Indenture relating to Global Notes, the Trustee shall
promptly authenticate and mail to each Holder a new Note equal in principal
amount to any unpurchased portion of the Notes surrendered, if any. Prior to
complying with the provisions of this Section 4.15(c), the Company shall obtain
the requisite consents, if any, under all agreements governing outstanding
Senior Debt to permit the repurchase of Notes required by this Section 4.15. The
Company shall publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

                  (d) The Company shall not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

SECTION 4.16      MINIMUM EXCESS CASH FLOW.

                  As of each of the dates set forth on SCHEDULE 4.16, the
Company shall cause its Excess Cash Flow calculated for the period from July 1,
2001 to the date set forth on SCHEDULE 4.16, or, if four or more fiscal quarters
have elapsed since the Issue Date, then for the preceding four fiscal quarters,
to be not less than the amount set forth on SCHEDULE 4.16 opposite the
applicable date.

SECTION 4.17      SPP NONPAYMENT EVENT.

                  Within 30 days following any SPP Nonpayment Event, the Company
shall mail or cause to be mailed, by first class mail, a notice to each Holder
stating that an SPP Nonpayment Event has occurred, and requesting that the
Holders vote on whether the Company should attempt to sell the Miscellaneous
Collateral. The notice shall be accompanied by evidence of the expected Net
Proceeds that could be obtained by the Company from the sale of the
Miscellaneous Collateral (including, where appropriate, information provided by
a Valuation Expert) and, based upon such evidence, the expected minimum sales
price for such assets (the "MINIMUM SALES PRICE"). Each Holder shall have 30
days after the date of such notice to respond to the Trustee as to whether such
Holder desires the Company to sell the Miscellaneous Collateral. If the Holders
of at least a majority in principal amount of the Notes vote for the sale of the
Miscellaneous Collateral, then the Company shall, for the next 180 days, use
commercially reasonable efforts to attempt to sell the Miscellaneous Collateral,
at a price equal to or greater than the Minimum Sales Price and otherwise on
customary terms and conditions. During such 180-day period, the Company may not
sell the Miscellaneous Collateral except pursuant to this Section. If the
Company is able to sell the Miscellaneous Collateral pursuant to this Section,
the Net Proceeds of such Asset Sale shall constitute Miscellaneous Collateral
Cashflow, shall be applied as specified in Section 3.08(d), and shall be
credited against the redemption requirements set forth in Section 3.08(e) in
order of maturity.

                                       43
<PAGE>

                  Section 1(d) of the form of Note attached hereto as EXHIBIT A
governs increases in the interest rate on the principal balance of the Notes
arising out of the occurrence of an SPP Nonpayment Event in certain
circumstances.

SECTION 4.18      DATA WITH RESPECT TO COLLATERAL.

                  To the extent that information regarding the various
securitization transactions entered into by the Company and its Subsidiaries is
made publicly available by the trustees of such securitization transactions, the
Company will provide to third parties a listing of such trustees' web sites by
way of the internet web site of the Company, through public reports or filings,
or through periodic press releases or provide other reasonable access or
direction as to how to access such information; provided, however, that the
Company shall not be obligated to take any such action if such action would
violate the disclosure requirements of the various securitization transactions
or applicable securities laws.

                             ARTICLE 5. SUCCESSORS

SECTION 5.01      MERGER, CONSOLIDATION OR SALE OF ASSETS.

                  The Company shall not consolidate or merge with or into
(whether or not the Company is the surviving corporation), or sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
properties or assets in one or more related transactions, to another Person
unless (i) the Company is the surviving corporation, or the Person formed by or
surviving any such consolidation or merger (if other than the Company) or to
which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized or existing under the laws of
the United States, any state thereof or the District of Columbia; (ii) the
Person formed by or surviving any such consolidation or merger (if other than
the Company) or the Person to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made assumes all the obligations
of the Company under the Notes and this Indenture pursuant to a supplemental
indenture in a form reasonably satisfactory to the Trustee; and (iii)
immediately after such transaction no Default or Event of Default exists.

SECTION 5.02      SUCCESSOR CORPORATION SUBSTITUTED.

                  Upon any consolidation or merger, or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with Section 5.01 hereof, the successor
corporation formed by such consolidation or into or with which the Company is
merged or to which such sale, assignment, transfer, lease, conveyance or other
disposition is made shall succeed to, and be substituted for (so that from and
after the date of such consolidation, merger, sale, assignment, transfer, lease,
conveyance or other disposition, the provisions of this Indenture referring to
the "Company" shall refer instead to the successor corporation and not to the
Company), 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; provided, however, that the predecessor Company shall not be
relieved from any obligation hereunder, including, without limitation, the
obligation to pay the



                                       44
<PAGE>

principal of and interest on the Notes and Loan Fees except in the case of a
sale of all of the Company's assets that meets the requirements of Section 5.01
hereof.

                        ARTICLE 6. DEFAULTS AND REMEDIES

SECTION 6.01      EVENTS OF DEFAULT.

                  Each of the following constitutes an "EVENT OF DEFAULT":

                  (a) default for 30 days in the payment when due of interest on
the Notes or Loan Fees;

                  (b) default in payment when due of the principal of the Notes;

                  (c) (i) failure by the Company to make a timely mandatory
redemption or purchase required by Section 3.08, 4.10, 4.15 or 4.17 hereof, or
(ii) payment by the Company of a dividend subject to Section 4.07(b)(ii)(D)
hereof other than in compliance with the provisions of such Section;

                  (d) failure by the Company or any of its Restricted
Subsidiaries for 60 days after receipt of notice to comply with any of its other
obligations, covenants or agreements in this Indenture, the Collateral
Agreements or the Notes;

                  (e) an "Event of Default with respect to Seller" (as such
phrase is defined in the Repo Agreement) shall have occurred and be
continuing, which default shall continue beyond the expiration of any
applicable notice and cure period and any applicable standstill periods as
set forth in the Repo Documents relating to enforcement of remedies and
either (i) in connection with such default, the Repo Purchaser has taken or
is taking any action to enforce default remedies available under the Repo
Documents (other than de minimis actions), or (ii) after which the Repo
Purchaser shall have improved its position in any respect vis-a-vis the
Company or CBO-REIT (other than de minimis improvements and improvements);

                  (f) there is a default under any agreement, mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries), whether such Indebtedness or
guarantee now exists or is created after the Issue Date, which default (i) is
caused by a failure to pay principal of or premium, if any, or interest on such
Indebtedness at final maturity (a "PAYMENT DEFAULT") or (ii) results in the
acceleration of such Indebtedness prior



                                       45
<PAGE>

to its express maturity and, in each case, the principal amount of any such
Indebtedness, together with the principal amount of any other such Indebtedness
under which there has been a Payment Default or the maturity of which has been
so accelerated, aggregates $5.0 million or more;

                  (g) an Event of Default occurs under the Series B Indenture;

                  (h) the Company pursuant to or within the meaning of any
Bankruptcy Law:

                           (i)   commences a voluntary case,

                           (ii)  consents to the entry of an order for relief
             against it in an involuntary case,

                           (iii) consents to the  appointment  of a Custodian of
             it or for all or  substantially all of its property,

                           (iv)  makes a general assignment for the benefit of
             its creditors, or

                           (v)   generally is not paying its debts as they
             become due; or

                  (i) a court of competent jurisdiction enters an order or
decree under any Bankruptcy Law that:

                           (i)   is for relief against the Company in an
             involuntary case;

                           (ii)  appoints a Custodian of the Company or for all
             or substantially all of the property of the Company; or

                           (iii) orders the liquidation of the Company;
             and the order or decree remains unstayed and in effect for 60
             consecutive days.

SECTION 6.02      ACCELERATION.

                  If any Event of Default occurs and is continuing, the Trustee,
on its own by written notice to the Company, or at the request of the Holders of
at least a majority in principal amount of the then outstanding Notes by written
notice to the Company and the Trustee, may declare all the Notes to be due and
payable immediately. Notwithstanding the foregoing, in the case of an Event of
Default arising from clause (h) or (i) of Section 6.01 hereof, all outstanding
Notes shall become due and payable without further action or notice on the part
of the Trustee or any Holders. Holders may not enforce this Indenture or the
Notes except as provided in this Indenture.

SECTION 6.03      OTHER REMEDIES.

                  Subject to the Intercreditor Agreement and the other
Collateral Agreements:

                  (a) If an Event of Default occurs and is continuing, the
Trustee may, or, upon the written request of at least a majority in principal
amount of the then outstanding Notes, shall,



                                       46
<PAGE>

pursue any available remedy to collect the payment of principal, premium, if
any, Loan Fees, and interest on the Notes or to enforce the performance of any
provision of the Notes, this Indenture or the Collateral Agreements.

                  (b) The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
(including, without limitation, the rights of the Trustee under Section 4.17)
are cumulative to the extent permitted by law, and shall be in addition to every
other remedy given hereunder or under the Collateral Agreements or existing at
law or in equity or by statute on or after the date hereof.

                  (c) The Company hereby agrees that an action in damages by the
Holders or the Trustee to enforce their rights under Sections 4.07(b)(ii)(D) and
4.17 hereof would be an inadequate remedy, and that to avoid irreparable harm,
the granting of injunctive relief to remedy any Event of Default arising
pursuant to a breach of such Section would be both necessary and appropriate.
The granting of any such relief shall be in addition to all other remedies
provided or permitted hereunder and under the Collateral Agreements.

                  (d) If, at any time after the Trustee has succeeded to the
Repo Purchaser's right to select and direct a Special Servicer (as defined
below), an Event of Default shall have occurred and be continuing and all
shares of Pledged Stock shall be registered in the name of the Collateral
Agent and the Collateral Agent shall be entitled to exercise all voting and
other rights pertaining to the Pledged Stock, then the Collateral Agent shall
be entitled, through its resultant control of CBO REIT, CRIIMI MAE CMBS Corp.
and CRIIMI MAE QRS 1, subject to compliance with applicable corporate law and
the terms and conditions of the relevant securitization documents relating to
the CBO-1 Securities, the CBO-2 Securities and the Nomura Securities, to take
all actions necessary to appoint and/or give directions to each Person or
Persons (each, a "SPECIAL SERVICER") that will exercise or is exercising all
special servicing rights with respect to all mortgage loans underlying the
CBO-1 Securities, the CBO-2 Securities and the Nomura Securities; PROVIDED,
HOWEVER, that (i) each Person appointed by the Collateral Agent to act as a
Special Servicer shall be an Approved Servicer at the time of such
appointment and, (ii) if at any time any Special Servicer shall cease to be
an Approved Servicer, the Collateral Agent shall promptly take all such
actions as may be necessary to replace such Special Servicer with a Special
Servicer that qualifies as an Approved Servicer. In furtherance and support
of the foregoing, the Company shall promptly execute and deliver all such
documents and instruments and take all such other actions as may be
reasonably requested by the Collateral Agent in connection with the
Collateral Agent's appointment of, and/or the exercise of its right to
direct, any Special Servicer.

                  Notwithstanding the preceding paragraph, the Collateral Agent
shall not be entitled to exercise any voting or other rights pertaining to the
Pledged Stock, including any right to appoint or give directions to a Special
Servicer, unless an Event of Default shall have occurred and be continuing for a
period of 30 consecutive days, provided, however that the passage of such 30
consecutive days shall not be required in connection with an Event of Default
under Sections 6.01(a), (b), (c), (h) or (i).



                                       47
<PAGE>

SECTION 6.04      WAIVER OF PAST DEFAULTS.

                  Subject to Section 9.02, Holders of a majority in aggregate
principal amount of the Notes then outstanding by notice to the Trustee may on
behalf of the Holders of all of the Notes waive an existing Default or Event of
Default and its consequences hereunder except a continuing Default or Event of
Default in the payment of principal, premium, if any, Loan Fees, or interest on
the Notes (including in connection with a mandatory redemption or offer to
purchase).

SECTION 6.05      CONTROL BY MAJORITY.

                  Holders of a majority in principal amount of the then
outstanding Notes may direct the time, method and place of conducting any
proceeding for exercising any remedy available to the Trustee or exercising any
trust or power conferred on it. However, the Trustee may refuse to follow any
direction that conflicts with law or this Indenture, that the Trustee determines
may be unduly prejudicial to the rights of other Holders of Notes, or that may
involve the Trustee in personal liability.

SECTION 6.06      LIMITATION ON SUITS.

                  A Holder of a Note may pursue a remedy with respect to this
Indenture or the Notes only if:

                  (a) the Holder of a Note gives to a Responsible Officer of the
Trustee  written notice of a continuing Event of Default;

                  (b) the Holders of at least a majority in principal amount of
the then outstanding Notes make a written request to the Trustee to pursue the
remedy;

                  (c) such Holder of a Note or Holders of Notes offer and, if
requested, provide to the Trustee indemnity or security reasonably satisfactory
to the Trustee against any loss, liability or expense;

                  (d) the Trustee does not comply with the request within 60
days after receipt of the request and the offer and, if requested, the provision
of indemnity or security; and

                  (e) during such 60-day period the Holders of a majority in
principal amount of the then outstanding Notes do not give the Trustee a
direction inconsistent with the request.

                  A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

SECTION 6.07      RIGHTS OF HOLDERS OF NOTES TO RECEIVE PAYMENT.

                  Notwithstanding any other provision of this Indenture, the
right of any Holder of a Note to receive payment of principal, premium, if any,
Loan Fees, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with a mandatory



                                       48
<PAGE>

redemption or offer to purchase), or to bring suit for the enforcement of any
such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

SECTION 6.08      COLLECTION SUIT BY TRUSTEE.

                  If an Event of Default specified in Section 6.01(a) or (b)
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium, if any, Loan Fees, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, including the
amounts provided for in Section 7.07 hereof.

SECTION 6.09      TRUSTEE MAY FILE PROOFS OF CLAIM.

                  The Trustee is authorized to file such proofs of claim and
other papers or documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel,
including the amounts provided for in Section 7.07 hereof) and the Holders of
the Notes allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian 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 pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

SECTION 6.10      PRIORITIES.

                  If the Trustee collects any money or property pursuant to this
Article 6, it shall pay out the money or property in the following order:

                  FIRST: to the Trustee, its agents and attorneys for amounts
due under Section 7.07 hereof, including payment of all compensation, expense
and liabilities incurred, and all advances made, by the Trustee and the costs
and expenses of collection;



                                       49
<PAGE>

                  SECOND: to Holders of Notes for amounts due and unpaid on the
Notes for principal, premium, if any, Loan Fees, and interest, ratably, without
preference or priority of any kind, according to the amounts due and payable on
the Notes for principal, premium, if any, Loan Fees, and interest, respectively;
and

                  THIRD: to the Company or to such party as a court of competent
jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10. At least 15 days
before such record date, at the Company's expense, the Trustee shall mail to
each Holder and the Company a notice that states the record date, the payment
date and the amount to be paid.

SECTION 6.11      UNDERTAKING FOR COSTS.

                  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 a Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in the suit, having due
regard to the merits and good faith of the claims or defenses made by the party
litigant. This Section does not apply to a suit by the Trustee, a suit by a
Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more
than 10% in principal amount of the then outstanding Notes.

                               ARTICLE 7. TRUSTEE

SECTION 7.01      DUTIES OF TRUSTEE.

                  (a) If an Event of Default has occurred and is continuing, the
Trustee shall 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 individual would exercise or use under the circumstances in the conduct
of his or her own affairs.

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

                           (i) the duties of the Trustee shall be determined
         solely by the express provisions of this Indenture and the Trustee need
         perform only those duties that are specifically set forth in this
         Indenture and no others, 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. However, the Trustee shall examine all certificates,
         opinions and other documents furnished to it to determine whether or
         not they conform to the requirements of this Indenture.



                                       50
<PAGE>

                  (c) The Trustee may not be relieved from liabilities for its
own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                           (i)  this subsection does not limit the effect of
         subsection (b) of this Section;

                           (ii) the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                           (iii) the Trustee shall not be liable with respect to
         any action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

                  (d) Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
subsections (a), (b), and (c) of this Section.

                  (e) No provision of this Indenture or any Collateral Agreement
shall require the Trustee to expend or risk its own funds or incur any
liability. The Trustee shall be under no obligation to exercise any of its
rights and powers under this Indenture or any Collateral Agreement at the
request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

                  (f) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.
Money held in trust by the Trustee need not be segregated from other funds
except to the extent required by law.

                  (g) 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 and to the provisions of the TIA.

SECTION 7.02      RIGHTS OF TRUSTEE.

                  (a) The Trustee may conclusively rely upon any document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

                  (b) Before the Trustee authenticates Notes, takes any other
act or refrains from acting, it may require an Officers' Certificate or an
Opinion of Counsel or both. The Trustee shall not be liable for any action it
takes or omits to take in good faith in reliance on such Officers' Certificate
or Opinion of Counsel. The Trustee may consult with counsel of its selection and
the written advice of such counsel or any Opinion of Counsel shall be full and
complete authorization and protection from liability in respect of any action
taken, suffered or omitted by it hereunder in good faith and in reliance
thereon.


                                       51
<PAGE>

                  (c) The Trustee may act through its attorneys and agents and
shall not be responsible for the misconduct or negligence of any such attorney
or agent appointed with due care.

                  (d) The Trustee shall not be liable for any action it takes or
omits to take in good faith that it believes to be authorized or within the
rights or powers conferred upon it by this Indenture.

                  (e) Unless otherwise specifically provided in this Indenture,
any demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company.

                  (f) Subject to Section 7.01 hereof, 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, consent, order, approval, bond, debenture, note or other paper or
document unless requested in writing to do so by the Holders of not less than a
majority in principal amount of the Notes at the time outstanding, but the
Trustee may make such further inquiry or investigation into such facts or
matters as it may see fit, and, if the Trustee shall determine to make such
further inquiry or investigation, it shall be entitled to examine the books,
records and premises of the Company, personally or by agent or attorney, at
reasonable times and upon reasonable terms.

                  (g) The Trustee may retain, at the Company's expense, an
investment banker, financial advisor, or other financial professional
(subject to the consent of the Company with respect to the identity of such
banker, advisor or other professional, such consent not to be unreasonably
withheld) to assist it to carry out its duties under this Indenture and under
the Collateral Agreements, with respect to decisions it or, pursuant to their
voting rights specifically granted under the Indenture or the Collateral
Agreements, the Holders may make. Such retention of professionals shall be
limited to advice with respect only to such discrete decisions as are
presented to the Trustee and the Holders under this Indenture and Collateral
Agreements and not for other purposes.

                  (h) Wells Fargo Bank Minnesota, National Association shall
be entitled to all of the rights and protections provided under this Article
7 when acting in its capacity as Trustee, Registrar, Paying Agent, Note
Custodian, Collateral Agent and Disbursing Agent under this Indenture and the
Collateral Agreements to the same extent as if explicitly set forth herein
and in the Collateral Agreements.

SECTION 7.03      INDIVIDUAL RIGHTS OF TRUSTEE.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof.



                                       52
<PAGE>

SECTION 7.04      TRUSTEE'S DISCLAIMER.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes, it
shall not be accountable for the Company's use of the proceeds from the Notes or
any money paid to the Company or upon the Company's direction under any
provision of this Indenture, it shall not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it shall not be responsible for any statement or recital herein or any
statement in the Notes or any other document in connection with the sale of the
Notes or pursuant to this Indenture other than its certificate of
authentication.

SECTION 7.05      NOTICE OF DEFAULTS.

                  If a Default or Event of Default occurs and is continuing and
if it is known to the Trustee, the Trustee shall mail to Holders of Notes a
notice of the Default or Event of Default within 30 days after the Trustee
obtains such knowledge. Except in the case of a Default or Event of Default in
payment of principal of, premium, if any, or interest on any Note, the Trustee
may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of the Holders of the Notes. The Trustee shall not be required to take
notice or be deemed to have notice or knowledge of any Default or Event of
Default hereunder (except failure by the Company to make any payments to the
Trustee required to be made hereunder) unless a Responsible Officer of the
Trustee is specifically notified in writing of such Default or Event of Default
by the Company or by a Holder in accordance with Section 12.02 hereof and, in
the absence of such notice, the Trustee may conclusively assume that no Default
or Event of Default has occurred and is continuing.

SECTION 7.06      REPORTS BY TRUSTEE TO HOLDERS OF THE NOTES.

                  Within 60 days after each May 15 beginning with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee shall mail to the Holders of the Notes a brief
report dated as of such reporting date that complies with TIA Section 313(a)
(but if no event described in TIA Section 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted).
The Trustee also shall comply with TIA Section 313(b)(1) and (b)(2). The
Trustee shall also transmit by mail all reports as requireD by TIA Section
313(c).

                  A copy of each report at the time of its mailing to the
Holders of Notes shall be mailed to the Company and filed with the SEC.

SECTION 7.07      COMPENSATION AND INDEMNITY.

                  The Company shall pay to the Trustee from time to time agreed
upon compensation for its acceptance of this Indenture and services hereunder.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Company shall reimburse the Trustee promptly
upon request for all reasonable disbursements, advances and expenses incurred or
made by it in addition to the compensation for its services. If so agreed, such
expenses shall include the reasonable compensation, disbursements and expenses
of the Trustee's agents and counsel.



                                       53
<PAGE>

                  The Company shall indemnify the Trustee against any and all
losses, liabilities or reasonable expenses (including reasonable attorneys' fees
and expenses) incurred by it including taxes (other than taxes based upon,
measured by or determined by, the income, receipts or capital of the Trustee)
arising out of or in connection with the acceptance or administration of its
duties under this Indenture, including the costs and expenses of enforcing this
Indenture against the Company (including this Section 7.07) and defending itself
against any claim (whether asserted by the Company or any Holder or any other
person) or liability in connection with the exercise or performance of any of
its powers or duties hereunder, except to the extent any such loss, liability or
expense may be attributable to its negligence or bad faith. The Trustee shall
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company shall not relieve the Company of
its obligations hereunder. The Company shall defend the claim and the Trustee
shall cooperate in the defense. The Trustee may have separate counsel and the
Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its consent, which consent shall
not be unreasonably withheld. The Company shall not, without the prior written
consent of the Trustee, settle or compromise or consent to the entry of any
judgment with respect to any litigation, or any investigation or proceeding by
any governmental agency or body, commenced or threatened, or any claim
whatsoever in respect of which indemnification has been sought under this
Section unless such settlement, compromise or consent (i) includes an
unconditional release of the Trustee from all liability arising out of such
litigation, investigation, proceeding or claim and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act by
or on behalf of the Trustee.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture, any rejection or
termination of this Indenture under any bankruptcy law or the resignation or
removal of the Trustee.

                  To secure the Company's payment obligations in this Section,
the Trustee shall have a Lien prior to the Notes on all money or property held
or collected by the Trustee, except that held in trust to pay principal and
interest on particular Notes. Such Lien shall survive the satisfaction and
discharge of this Indenture.

                  Without prejudice to any other rights available to the Trustee
under applicable law, when the Trustee incurs expenses or renders services after
an Event of Default specified in Section 6.01(f) or (g) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

SECTION 7.08      REPLACEMENT OF TRUSTEE.

                  A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in principal amount of



                                       54
<PAGE>

the then outstanding Notes may remove the Trustee by so notifying the Trustee
and the Company in writing. The Company may remove the Trustee if:

                  (a) the Trustee fails to comply with Section 7.10 hereof;

                  (b) the Trustee is adjudged a bankrupt or an insolvent or
an order for relief is entered with respect to the Trustee under any Bankruptcy
Law;

                  (c) a Custodian or public officer takes charge of the Trustee
or its property; or

                  (d) the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason (the Trustee in such event being referred
to herein as the retiring Trustee), the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company, and, if any of the
Collateral Agreements so requires, shall become a party thereto. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

                  If an instrument of acceptance by a successor Trustee shall
not have been delivered to the Trustee within 60 days after the giving of such
notice of resignation or removal, the resigning or removed Trustee, as the case
may be, may petition, at the expense of the Company, any court of competent
jurisdiction for the appointment of a successor Trustee with respect to the
Notes.



                                       55
<PAGE>

SECTION 7.09      SUCCESSOR TRUSTEE BY MERGER, ETC.

                  If the Trustee consolidates, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
corporation or banking association, the successor corporation without any
further act shall be the successor Trustee.

SECTION 7.10      ELIGIBILITY; DISQUALIFICATION.

                  There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has (or is wholly owned by an entity
having) a combined capital and surplus of at least $100 million as set forth in
its most recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b).

SECTION 7.11      PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

                  The Trustee is subject to TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicateD
therein.

              ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01      OPTION TO EFFECT LEGAL DEFEASANCE OR COVENANT DEFEASANCE.

                  The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or 8.03 hereof be applied to all outstanding
Notes upon compliance with the conditions set forth below in this Article 8. As
of the Issue Date, Section 4(c) of the Repo Agreement imposes limitations on the
right of the Company to defease the Notes in certain circumstances.

SECTION 8.02      LEGAL DEFEASANCE AND DISCHARGE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.02, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to
have been discharged from its obligations with respect to all outstanding Notes
on the date the conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 hereof and the other Sections of this Indenture
referred to in (a) and (b) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), except for



                                       56
<PAGE>

the following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, Loan Fees and interest on such Notes when such payments are due, (b) the
Company's obligations with respect to such Notes under Article 2 and Section
4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the
Trustee hereunder and the Company's obligations in connection therewith and (d)
this Article 8. Subject to compliance with this Article 8, the Company may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

SECTION 8.03      COVENANT DEFEASANCE.

                  Upon the Company's exercise under Section 8.01 hereof of the
option applicable to this Section 8.03, the Company shall, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, be released
from its obligations under the covenants contained in Sections 4.03, 4.04, 4.05,
4.07 through 4.18, inclusive, and 5.01 with respect to the outstanding Notes on
and after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "COVENANT DEFEASANCE"), and the Notes shall thereafter be deemed
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01 hereof, but, except as specified
above, the remainder of this Indenture and such Notes shall be unaffected
thereby. In addition, upon the Company's exercise under Section 8.01 hereof of
the option applicable to this Section 8.03 hereof, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, Sections 6.01(c) through
6.01(e) hereof shall not constitute Events of Default.

SECTION 8.04      CONDITIONS TO LEGAL OR COVENANT DEFEASANCE.

                  The following shall be the conditions to the application of
either Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a) the Company must irrevocably deposit with the Trustee, in
trust, for the benefit of the Holders of the Notes, cash in U.S. dollars,
non-callable Government Securities, or a combination thereof, in such amounts as
will be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, premium, if any, Loan
Fees, and interest on the outstanding Notes on the stated maturity or on the
applicable redemption date, as the case may be, and the Company must specify
whether the Notes are being defeased to maturity or to a particular redemption
date;



                                       57
<PAGE>

                  (b) in the case of an election to have Section 8.02 hereof
apply, the Company shall have delivered to the Trustee an opinion of counsel in
the United States reasonably acceptable to the Trustee confirming that (A) the
Company has received from, or there has been published by, the Internal Revenue
Service a ruling or (B) since the date of this Indenture, there has been a
change in the applicable federal income tax law, in either case to the effect
that, and based thereon such opinion of counsel shall confirm that, the Holders
of the outstanding Notes will not recognize income, gain or loss for federal
income tax purposes as a result of such Legal Defeasance and will be subject to
federal income tax on the same amounts, in the same manner and at the same times
as would have been the case if such Legal Defeasance had not occurred;

                  (c) in the case of an election to have Section 8.03 hereof
apply, the Company shall have delivered to the Trustee an opinion of counsel in
the United States reasonably acceptable to the Trustee confirming that the
Holders of the outstanding Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such Covenant Defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if such Covenant Defeasance had not
occurred;

                  (d) no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit); and

                  (e) the Company shall have delivered to the Trustee an
Officers' Certificate and an opinion of counsel, together stating that all
conditions precedent provided for relating to the Legal Defeasance or the
Covenant Defeasance have been complied with.

SECTION 8.05 DEPOSITED MONEY AND GOVERNMENT SECURITIES TO BE HELD IN TRUST,
             OTHER MISCELLANEOUS PROVISIONS.

                  Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "TRUSTEE") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
sums due and to become due thereon in respect of principal, premium, if any,
Loan Fees, and interest, but such money 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 cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Government Securities held by
it as provided in Section 8.04 hereof which, in the



                                       58
<PAGE>

opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee (which may
be the opinion delivered under Section 8.04(a) hereof), are in excess of the
amount thereof that would then be required to be deposited to effect an
equivalent Legal Defeasance or Covenant Defeasance.

SECTION 8.06      REPAYMENT TO COMPANY.

                  Any money deposited with the Trustee or any Paying Agent
pursuant to Section 8.04, or then held by the Company, in trust for the payment
of the principal of, premium, if any, Loan Fees, or interest on any Note and
remaining unclaimed for two years after such principal, premium, if any, Loan
Fees, or interest has become due and payable shall be paid to the Company on its
request or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Note shall thereafter, as an unsecured 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, however, 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 30 days from the date of such notification
or publication, any unclaimed balance of such money then remaining will be
repaid to the Company.

SECTION 8.07      REINSTATEMENT.

                  If the Trustee or Paying Agent is unable to apply any United
States dollars or non-callable Government Securities in accordance with Section
8.04 hereof, as the case may be, 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 Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.04 hereof until such time as the Trustee or Paying Agent is permitted
to apply all such money in accordance with Section 8.04 hereof, as the case may
be; provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                  ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01      WITHOUT CONSENT OF HOLDERS OF NOTES.

                  Notwithstanding Section 9.02 of this Indenture, the Company
and the Trustee may amend or supplement this Indenture or the Notes without the
consent of any Holder of Notes:

                  (a) to cure any ambiguity, defect or inconsistency;

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<PAGE>

                  (b) to provide for uncertificated  Notes in addition to or in
place of certificated Notes;

                  (c) to provide for the  assumption of the Company's
obligations to Holders of the Notes by a successor to the Company pursuant to
Article 5 hereof;

                  (d) to make any change that would provide any additional
rights or benefits to the Holders of the Notes and that does not adversely
affect the legal rights hereunder of any Holder of the Note; or

                  (e) to comply with requirements of the SEC in order to effect
or maintain the qualification of this Indenture under the TIA.

                  Upon the request of the Company accompanied by an Officers'
Certificate authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of such documents described in
Section 9.06 hereof as the Trustee may request, the Trustee shall join with the
Company in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

SECTION 9.02      WITH CONSENT OF HOLDERS OF NOTES.

                  Except as provided below in this Section 9.02, the Company and
the Trustee may amend or supplement this Indenture and the Notes may be amended
or supplemented with the consent of the Holders of at least a majority in
principal amount of the Notes then outstanding (including, without limitation,
consents obtained in connection with a tender offer or exchange offer for, or
purchase of, the Notes), and any existing Default or Event of Default (other
than a Default or Event of Default in the payment of the principal of, premium,
if any, Loan Fees, or interest on the Notes, except a payment default resulting
from an acceleration that has been rescinded) or compliance with any provision
of this Indenture or the Notes may be waived with the consent of the Holders of
a majority in principal amount of the then outstanding Notes (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes). Section 2.08 hereof shall determine which
Notes are considered to be "outstanding" for purposes of this Section 9.02.

                  Upon the request of the Company accompanied by a Board
Resolution authorizing the execution of any such amended or supplemental
Indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of any applicable documents described in Section 9.06 hereof, the
Trustee shall join with the Company in the execution of such amended or
supplemental Indenture unless such amended or supplemental Indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

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<PAGE>

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the
Holders of a majority in aggregate principal amount of the Notes then
outstanding voting as a single class may waive compliance in a particular
instance by the Company with any provision of this Indenture or the Notes.
However, without the consent of each Holder affected, an amendment or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

                  (a) reduce the principal amount of Notes whose Holders must
consent to an amendment, supplement or waiver;

                  (b) reduce the principal of or change the fixed maturity of
any Note;

                  (c) reduce the rate of or change the time for payment of
interest on any Note;

                  (d) waive a Default or Event of Default in the payment of
principal of or premium, if any, Loan Fees, or interest on the Notes (except a
rescission of acceleration of the Notes by the Holders of at least a majority in
aggregate principal amount of the Notes and a waiver of the payment default that
resulted from such acceleration);

                  (e) make any Note payable in money other than that stated in
the Notes;

                  (f) make any change in the provisions of this Indenture
relating to waivers of past Defaults or the rights of Holders of Notes to
receive payments of principal of or premium, if any, or interest on the Notes;

                  (g) waive a payment with respect to any Note under Sections
3.08, 4.10, 4.15  or 4.17; or

                  (h) make any change in Section 6.04 or 6.07 hereof or in the
foregoing amendment and waiver provisions.

SECTION 9.03      COMPLIANCE WITH TRUST INDENTURE ACT.

                  Every amendment or supplement to this Indenture or the Notes
shall be set forth in an amended or supplemental Indenture that complies with
the TIA as then in effect.

SECTION 9.04      REVOCATION AND EFFECT OF CONSENTS.

                  Until an amendment, supplement or waiver becomes effective, a
consent to it by a Holder of a Note is a continuing consent by the Holder of a
Note and every subsequent Holder of



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<PAGE>

a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. However,
any such Holder of a Note or subsequent Holder of a Note may revoke the consent
as to its Note if the Trustee receives written notice of revocation before the
date the waiver, supplement or amendment becomes effective. An amendment,
supplement or waiver becomes effective in accordance with its terms and
thereafter binds every Holder.

SECTION 9.05      NOTATION ON OR EXCHANGE OF NOTES.

                  The Trustee may place an appropriate notation about an
amendment, supplement or waiver on any Note thereafter authenticated. The
Company in exchange for all Notes may issue and the Trustee shall, upon receipt
of an Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 9.06      TRUSTEE TO SIGN AMENDMENTS, ETC.

                  The Trustee shall sign any amended or supplemental Indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not sign it. In executing any amended or
supplemental indenture, the Trustee shall be entitled to receive and (subject to
Section 7.01 hereof) shall be fully protected in relying upon, in addition to
the documents required by Section 12.04 hereof, an Officers' Certificate and an
Opinion of Counsel together stating that the execution of such amended or
supplemental indenture is authorized or permitted by this Indenture and that
such amendment is the legal, valid and binding obligation of the Company
enforceable against it in accordance with its terms, subject to customary
exceptions.

                      ARTICLE 10. COLLATERAL AND SECURITY

SECTION 10.01     COLLATERAL AGREEMENTS.

                  The due and punctual payment of the principal of, premium, if
any, Loan Fees, and interest on the Notes when and as the same shall be due and
payable, whether on an Interest Payment Date, at maturity, by acceleration,
repurchase, redemption or otherwise, and interest on the overdue principal of,
premium, if any, Loan Fees, and interest (to the extent permitted by law), if
any, on the Notes and performance of all other obligations of the Company to the
Holders, the Trustee under this Indenture and the Notes, and any Collateral
Agent under the Collateral Agreements, according to the terms hereunder or
thereunder, shall be secured as provided in such Collateral Agreements. Each
Holder of Notes, by its acceptance thereof, consents and agrees to the terms of
the Collateral Agreements as the same may be in effect or may be amended from
time to time in accordance with their respective terms and the terms hereof and
authorizes and directs the Trustee to enter into the Collateral Agreements and
to perform its obligations and exercise its rights thereunder in accordance
therewith. The Company



                                       62
<PAGE>

shall deliver to the Trustee copies of all documents delivered to each
Collateral Agent pursuant to the Collateral Agreements, and shall do or cause to
be done all such acts and things as may be necessary or proper, or as may be
required by the provisions of the Collateral Agreements, to assure and confirm
to the Trustee and the respective Collateral Agent the security interest in and
Lien on the Collateral to the extent held pursuant to each of the Collateral
Agreements or any part thereof, as from time to time constituted, so as to
render the same available for the security and benefit of this Indenture and of
the Notes, according to the intent and purposes herein expressed. Subject to
Section 10.02(c), the Company shall take, or shall cause its Restricted
Subsidiaries to take, upon request of the Trustee, any and all actions
reasonably required to cause the Collateral Agreements to create and maintain,
as security for the obligations of the Company, subject to the Intercreditor
Agreement, (i) a valid and enforceable perfected first priority Lien in and on
all the First Lien Collateral in favor of the applicable Collateral Agent for
the benefit of the Holders, such Collateral Agent and the Trustee, superior to
and prior to the rights of all third persons and subject to no other Liens other
than, to the extent permitted by the applicable Collateral Agreements,
Collateral Permitted Liens, and (ii) a valid and enforceable perfected Lien in
and on all the Second Lien Collateral in favor of the applicable Collateral
Agent for the benefit of the Holders, the Collateral Agent and the Trustee,
subject to no other Liens other than, to the extent permitted by this Indenture
and the applicable Collateral Agreements, Collateral Permitted Liens.

SECTION 10.02     RECORDING AND OPINIONS.

                  (a) The Company shall furnish to the Trustee within three
months after the execution and delivery of this Indenture an Opinion of Counsel,
subject to customary assumptions, limitations and exceptions, either (i) stating
that in the opinion of such counsel all action has been taken with respect to
the recording, registering, filing and perfection of this Indenture, financing
statements, and other instruments necessary to make effective the Liens intended
to be created by the Collateral Agreements, or (ii) stating that, in the opinion
of such counsel, no such action is necessary to make such Liens effective.

                  (b) The Company shall furnish to the Collateral Agent and
the Trustee within five Business Days after each anniversary of the Issue Date
an Opinion of Counsel, dated as of such date, subject to customary assumptions,
limitations and exceptions, either (i) (A) stating that, in the opinion of such
counsel, all action has been taken with respect to the recording, registering,
filing, perfecting, re-recording, re-registering and refiling of all
supplemental indentures, financing statements, continuation statements and other
instruments of further assurance as is necessary to maintain the Liens of the
Collateral Agreements, and (B) stating that, based on relevant laws as in effect
on the date of such Opinion of Counsel, all financing statements and
continuation statements have been executed and filed that are necessary as of
such date fully to preserve and protect, to the extent such protection and
preservation are possible by filing, the rights of the Holders and the
Collateral Agent and the Trustee hereunder and under the Collateral Agreements
with respect to the Liens in the Collateral, or (ii) stating that, in the
opinion of such counsel, no such action is necessary to maintain such Liens.

                  (c) Notwithstanding any other provision of this Indenture, any
Collateral Agreement or any other agreement or instrument, other than the
Required Filings, neither the Company, its Subsidiaries nor any other Person
shall have any obligation to record, file,



                                       63
<PAGE>

re-record or re-file (or cause any Person to take any such action) this
Indenture, any Collateral Agreement or any other agreement, instrument, document
or other writing of any kind in order to "make effective" or "maintain" (in each
case for purposes of Section 314(b) of the TIA) any Lien in connection with this
Indenture, and "the lien intended to be created" by this Indenture (for purposes
of Section 314(b) of the TIA) is hereby deemed to be so limited. The term
"REQUIRED FILINGS" means recordings, filings, re-recordings and re-filings of
financing statements or other instruments in any jurisdiction designated in
writing to the Trustee by Holders of at least 25% in aggregate principal amount
of the outstanding Notes, and initially means filings of the financing
statements described on SCHEDULE 10.02 attached hereto.

SECTION 10.03     RELEASE OF COLLATERAL.

                  Subject to the Intercreditor Agreement:

                  (a) Subject to this Article 10, and also the terms and
conditions set forth in the applicable Collateral Agreements, Collateral
shall be released from the Lien and security interest created by the
Collateral Agreements (i) upon the sale or other disposition thereof to the
extent consummated pursuant to and in compliance with the requirements of
Section 4.10 or one of the exceptions to the definition of the term "Asset
Sale" set forth in such definition, (ii) in the case of Collateral
constituting cash or Cash Equivalents, upon the investment thereof pursuant
to and in compliance with the other terms of this Indenture, (iii) with
respect to Net Proceeds, upon reinvestment thereof or use thereof to repay
Indebtedness or make an Asset Sale Offer, in each case pursuant to and in
compliance with Section 4.10 and any relevant Collateral Agreements, and (iv)
as otherwise permitted under this Indenture and the Collateral Agreements.
Except as required by law, any release pursuant to the preceding sentence
shall not require delivery of any certificates pursuant to Section 10.04
below.

                  (b) Except as permitted by subsection (a) above, at any
time when a Default or Event of Default shall have occurred and be continuing
and the maturity of the Notes shall have been accelerated (whether by
declaration or otherwise), no release of Collateral pursuant to the provisions
of the Collateral Agreements shall be effective as against the Holders.

                  (c) The release of any Collateral from the terms of this
Indenture and the Collateral Agreements shall not be deemed to impair the
security under this Indenture and the Collateral Agreements in contravention of
the provisions hereof and thereof if and to the extent the Collateral is
released pursuant to the terms of this Indenture and such Collateral Agreements.

SECTION 10.04     CERTIFICATES OF THE COMPANY.

                  The Company shall furnish to the Trustee and the Collateral
Agent, prior to each proposed release of Collateral pursuant to the
Collateral Agreements, an Officers' Certificate stating that such release
complies with the terms of this Indenture and any other documentation
required by Section 314(d) of the TIA. The Trustee may, to the extent
permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of
compliance with the foregoing provisions the statements contained in such
Officers' Certificate.

SECTION 10.05     [RESERVED].


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<PAGE>


SECTION 10.06     AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE TRUSTEE UNDER THE
                  COLLATERAL AGREEMENTS.

                  Subject to the Intercreditor Agreement:

                  Subject to the provisions of Section 7.01 and 7.02 hereof, the
Trustee may, in its sole discretion and without the consent of the Holders,
direct, on behalf of the Holders, the Collateral Agent to take all actions it
deems necessary or appropriate in order to (a) enforce any of the terms of the
Collateral Agreements and (b) collect and receive any and all amounts payable in
respect of the Obligations of the Company hereunder. The Trustee shall have
power to institute and maintain such suits and proceedings as it may deem
expedient to prevent any impairment of the Collateral by any acts that may be
unlawful or in violation of the Collateral Agreements or this Indenture, and
such suits and proceedings as the Trustee may deem expedient to preserve or
protect its interests and the interests of the Holders in the Collateral
(including power to institute and maintain suits or proceedings to restrain the
enforcement of or compliance with any legislative or other governmental
enactment, rule or order that may be unconstitutional or otherwise invalid if
the enforcement of, or compliance with, such enactment, rule or order would
impair the Liens under the Collateral Agreements or be prejudicial to the
interests of the Holders or of the Trustee).

SECTION 10.07     AUTHORIZATION OF RECEIPT OF FUNDS BY THE TRUSTEE UNDER THE
                  COLLATERAL AGREEMENTS.

                  The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Collateral Agreements, and to make further
distributions of such funds to the Holders according to the provisions of this
Indenture.

SECTION 10.08     TERMINATION OF SECURITY INTEREST.

                  Upon the payment in full of all Obligations of the Company
under this Indenture and the Notes, or upon Legal Defeasance, Covenant
Defeasance or satisfaction and discharge in accordance with Section 11.01, the
Trustee shall, at the request of the Company, deliver a certificate to the
Collateral Agent (if other than the Trustee) stating that such Obligations have
been paid in full, and instruct the Collateral Agent to release the Liens
pursuant to this Indenture and the Collateral Agreements.

                     ARTICLE 11. SATISFACTION AND DISCHARGE

SECTION 11.01     SATISFACTION AND DISCHARGE OF INDENTURE.

                  This Indenture shall upon Company request cease to be of
further effect (except as to surviving rights of registration of transfer or
exchange of Notes, as expressly provided for in this Indenture) as to all
outstanding Notes, and the Trustee, at the expense of the Company, shall, upon
payment of all amounts due to the Trustee under Section 7.07 hereof, execute
proper instruments acknowledging satisfaction and discharge of this Indenture
when

                  (a) either

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<PAGE>

                           (1)      all Notes theretofore authenticated and
delivered (other than (i) Notes which have been destroyed, lost or stolen and
which have been replaced as provided in Section 2.07 hereof or paid and (ii)
Notes for whose payment money or Government Securities have theretofore been
deposited in trust with the Trustee or any Paying Agent or segregated and held
in trust by the Company and thereafter repaid to the Company or discharged from
such trust, as provided in Section 2.04 hereof) have been delivered to the
Trustee for cancellation, or

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

                                    (A)     have become due and payable, or

                                    (B)     will become due and payable at their
         final Stated  Maturity  within one year, or

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

and the Company, in the case of clause (2)(A), (2)(B) or (2)(C) above, has
irrevocably deposited or caused to be deposited with the Trustee funds in an
amount sufficient to pay and discharge the entire Indebtedness on such Notes not
theretofore delivered to the Trustee for cancellation, for principal of,
premium, if any, Loan Fees, and interest to the date of such deposit (in the
case of Notes which have become due and payable) or to the final Stated Maturity
or Redemption Date, as the case may be, together with the Company order
irrevocably directing the Trustee to apply such funds to the payment thereof at
maturity or redemption, as the case may be;

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

                  (c) the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, which, taken together, state that all
conditions precedent herein 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 7.07
hereof and, if the money shall have been deposited with the Trustee pursuant to
this Section, the obligations of the Trustee under Section 11.02 hereof and the
last paragraph of Section 2.04 hereof and the Trustee's rights under Article 7
hereof shall survive.

SECTION 11.02     APPLICATION OF TRUST MONEY.

                  Subject to the provisions of the last paragraph of Section
2.04 hereof, all money deposited with the Trustee pursuant to Section 11.01
hereof shall be held in trust and applied by it, in accordance with the
provisions of the Notes and this Indenture, to the payment, 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 interest for whose payment such money has been deposited with the Trustee.

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<PAGE>

                           ARTICLE 12. MISCELLANEOUS

SECTION 12.01     TRUST INDENTURE ACT CONTROLS.

                  If any provision of this Indenture limits, qualifies or
conflicts with the duties imposed by TIA Section 318(c), the imposed duties
shall control.

SECTION 12.02     NOTICES.

                  Any notice or communication by the Company or the Trustee to
the other is duly given if in writing and delivered in Person or mailed by first
class mail (registered or certified, return receipt requested), telex,
telecopier or overnight air courier guaranteeing next day delivery, to the
other's address set forth below:

                  If to the Company:

                  CRIIMI MAE Inc.
                  11200 Rockville Pike
                  Rockville, Maryland  20852
                  Telecopier No.:  (301) 231-0334
                  Attention:  Chief Financial Officer

                  If to the Trustee:

                  Wells Fargo Bank Minnesota, National Association
                  Sixth and Marquette; MAC N9303-120
                  Minneapolis, MN  55479
                  Telecopier No.:  (612) 667-9825
                  Attention:  Corporate Trust Services

                  The Company or the Trustee, by notice to the other, may
designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: at the time delivered by hand,
if personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when answered back, if telexed; when receipt
acknowledged, if telecopied; and the next Business Day after timely delivery to
the courier, if sent by overnight air courier guaranteeing next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail or by overnight air courier guaranteeing next day delivery to
its address shown on the register kept by the Registrar. Any notice or
communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by thE TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

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<PAGE>

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

SECTION 12.03     COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

                  Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to theiR rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

SECTION 12.04     CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

                  Upon any request or application by the Company to the
Trustee to take any action under this Indenture, including a request to
authenticate Notes, the Company shall furnish to the Trustee:

                  (a) an Officers' Certificate in form and substance
reasonably satisfactory to the Trustee (which shall include the statements
set forth in Section 12.05 hereof) stating that, among other things, in the
opinion of the signers, all conditions precedent and covenants, if any,
provided for in this Indenture relating to the proposed action have been
satisfied; and

                  (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 12.05 hereof) stating that, among other things, in the opinion of
such counsel, all such conditions precedent and covenants have been satisfied.

SECTION 12.05     STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

                  Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with thE provisions of
TIA Section 314(e) and shall include:

                  (a) a statement that the Person making such certificate or
opinion has read such covenant or condition;

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

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

                  (d) a statement as to whether or not, in the opinion of such
Person, such condition or covenant has been complied with.


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<PAGE>


SECTION 12.06     RULES BY TRUSTEE AND AGENTS.

                  The Trustee may make reasonable rules for action by or at a
meeting of Holders. The Registrar or Paying Agent may make reasonable rules and
set reasonable requirements for its functions.

SECTION 12.07     NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
                  STOCKHOLDERS.

                  No director, officer, employee, incorporator or stockholder of
the Company or any Subsidiary of the Company, as such, shall have any liability
for any obligations of the Company under the Notes, this Indenture or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes.

SECTION 12.08     GOVERNING LAW.

                  THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE
USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE COLLATERAL AGREEMENTS.

SECTION 12.09     NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

                  This Indenture may not be used to interpret any other
indenture, loan or debt agreement of the Company or its Subsidiaries or of any
other Person. Any such indenture, loan or debt agreement may not be used to
interpret this Indenture.

SECTION 12.10     SUCCESSORS.

                  All agreements of the Company in this Indenture and the Notes
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

SECTION 12.11     SEVERABILITY.

                  In case any provision in this Indenture or in the 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.

SECTION 12.12     COUNTERPART ORIGINALS.

                  The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together represent the
same agreement.

SECTION 12.13     TABLE OF CONTENTS, HEADINGS, ETC.

                  The Table of Contents, Cross-Reference Table and Headings
of the Articles and Sections of this Indenture have been inserted for
convenience of reference only, are not to be considered a part of this
Indenture and shall in no way modify or restrict any of the terms or
provisions hereof.


                         [Signatures on following page]


                                       69
<PAGE>




Dated as of April 17, 2001

                                     CRIIMI MAE INC.


                                     By:      /s/ DAVID B. IANNARONE
                                              ----------------------------------
                                     Name:    David B. Iannarone
                                              ----------------------------------
                                     Title:   Executive Vice President
                                              ----------------------------------


WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee


By:      /s/ JANE Y. SCHWEIGER
         ----------------------------------
         Authorized Signatory








                                      S-1
<PAGE>



                                    EXHIBIT A
                                 (Face of Note)


CUSIP ___________

                  11.75% Series A Senior Secured Notes due 2006

No. _____                                                    $__________________


                                 CRIIMI MAE INC.

promises to pay to ____________________________________________________________,
or registered assigns,

the principal sum of ________________________________________ DOLLARS
[represented by this Global Note]
on April 15, 2006.

Interest Payment Dates:  the 15th of each month, commencing on May 15, 2001

Record Dates:  the 1st of each month

                                     DATED: April 17, 2001

                                     CRIIMI MAE INC.


                                     By:
                                         ---------------------------------------
                                     Name:
                                          --------------------------------------
                                     Title:
                                           -------------------------------------

This is one of the Global
Notes referred to in the
within-mentioned Indenture:


WELLS FARGO BANK MINNESOTA,
NATIONAL ASSOCIATION,
as Trustee

By:
      --------------------------------------
      Authorized Signatory





                                      A-1

<PAGE>


                                 (Back of Note)

                  11.75% Series A Senior Secured Notes due 2006

                [IF A GLOBAL NOTE, INCLUDE THE FOLLOWING LEGEND:]

         UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
         THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
         NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
         EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
         NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
         REPRESENTATIVE OF DTC (AND ANY PAYMENT 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. TRANSFERS OF THIS GLOBAL
         NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO
         NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE
         AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
         TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE
         INDENTURE REFERRED TO ON THE REVERSE HEREOF.

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                1. INTEREST.

                (a) CRIIMI MAE Inc., a Maryland corporation (the "COMPANY"),
promises to pay interest on the principal amount of this Note in the forms and
the amounts set forth in this Section 1 of this Note.

                (b) The Company shall pay interest on the principal amount of
this Note in cash at the rate of 11.75% per annum from the Issue Date until
maturity (notwithstanding the foregoing, Additional Notes, whether issued as
additional Definitive Notes or as increases in the principal amount of an
outstanding Global Note, shall accrue interest from the date of such issuance or
increase). The Company will pay such interest monthly, on the 15th of each
month, or if any such day is not a Business Day, on the next succeeding Business
Day (each, an "INTEREST PAYMENT DATE") and at maturity. Interest on the Notes
will accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the Issue Date (notwithstanding the foregoing,
Additional Notes, whether issued as additional Definitive Notes or as increases
in the principal amount of an outstanding Global Note, shall accrue interest
from the date of such issuance or increase); provided that if this Note is
authenticated between a record date referred to on the face hereof (each, a
"RECORD DATE") and the next succeeding Interest Payment Date, interest shall
accrue from such next succeeding Interest Payment Date; PROVIDED, FURTHER, that
the first Interest Payment Date shall be May 15, 2001.


                                       A-2
<PAGE>


                (c) If the principal of this Note has not been paid in full on
or before each Trigger Date (as defined below), then, in addition to the other
interest described in this Section 1 of this Note, the Company shall pay
interest on the principal amount of this Note in respect of each such Trigger
Date in the form of "LOAN FEES" at the rate of 1.5% of the outstanding principal
amount of this Note as of each such Trigger Date. The Company will pay such Loan
Fee on the Interest Payment Date next following the applicable Trigger Date. For
purposes of this paragraph, "TRIGGER DATE" shall mean each of the following
dates: April 15, 2005; October 15, 2005; and April 15, 2006.

                The Company shall pay each Loan Fee in cash unless it is
permitted to pay such Loan Fee by issuance of Additional Notes pursuant to the
following sentence. The Company may pay a Loan Fee by issuance of Additional
Notes if the Company, on or not more than 60 days prior to the applicable
Interest Payment Date, delivers to the Trustee an Officers' Certificate stating
that the Company has determined that the Company will not have sufficient
liquidity on a projected basis over the upcoming twelve months to pay such Loan
Fee in cash and pay all anticipated operating expenses and other obligations,
including, without limitation, interest, Mandatory Amortization Payments and
funding and maintenance of a $7.5 million working capital reserve account.

                (d) Notwithstanding Section 1(b) above, if (i) an SPP
Nonpayment Event has occurred and is continuing, and (ii) the Miscellaneous
Collateral has not been sold or otherwise disposed of, then, so long as both
such events shall continue uncured and unwaived, interest on the amount of the
unpaid Scheduled Principal Paydown that gave rise to such SPP Nonpayment Event
shall accrue from the date of such SPP Nonpayment Event at the rate of 13.75%
per annum instead of the rate of 11.75% per annum.

                (e) On each Interest Payment Date on which Additional Notes
are to be issued, the Trustee shall, if this Note is a Global Note, record
increases on the "Schedule of Increases of, and Exchanges of Interests in, the
Global Note" attached to this Global Note or, if this Note is a Definitive Note,
shall authenticate Definitive Additional Notes for original issuance to each
Holder pro rata, in each case in the aggregate principal amount required to pay
such interest. Each such Definitive Additional Note and each such increase in
the outstanding Global Notes is an additional obligation of the Company and
shall be governed by, and entitled to the benefits of, the Indenture, shall be
subject to the terms of the Indenture, shall rank pari passu with and be subject
to the same terms (including the rates and kinds of interest from time to time
payable thereon) as this Note (except, as the case may be, with respect to the
issuance date and aggregate principal amount), and shall have the benefit of all
Liens securing the Notes.

                (f) Notwithstanding Section 1(b) above, the Company shall pay
cash interest during an Event of Default at the rate of 13.75% per annum.

                (g) Interest and other payments made on Disputed Claims Notes
shall be held by the Disbursing Agent in escrow pursuant to the terms of the
Indenture.

                 2. METHOD OF PAYMENT. The Company will pay interest on the
Notes (except defaulted interest) and principal, premium, if any, and Loan Fees
to the Persons who are registered Holders of Notes at the close of business on
the Record Date next preceding the Interest Payment Date, even if such Notes are
canceled after such Record Date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to



                                       A-3
<PAGE>

defaulted interest. Global Notes will be payable as to principal, premium, if
any, Loan Fees, and interest by wire transfer of immediately available funds to
the accounts specified by the Holder in New York, New York or as otherwise
specified by the Holder. With respect to Definitive Notes, the Company will make
all payments of principal, premium, if any, Loan Fees, and interest by wire
transfer of immediately available funds to the accounts specified by the Holders
thereof in New York, New York or as otherwise specified by such Holders or, if
no such account is specified, by mailing a check to each such Holder's
registered address. Such payment shall be 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. Interest (including Loan Fees) will be computed on the
basis of a 360-day year of twelve 30-day months.

                3. PAYING AGENT AND REGISTRAR. Initially, the Trustee under the
Indenture, will act as Paying Agent and Registrar. The Company or the Trustee
may change any Paying Agent or Registrar without notice to any Holder. Neither
the Company nor any of its Subsidiaries may act in any such capacity without the
consent of the Trustee.

                4. INDENTURE; COLLATERAL.

                        (a) The Company  issued the Notes under an  Indenture
dated as of April 17, 2001 (as amended or supplemented from time to time, the
"INDENTURE") by and between the Company and the Trustee. The terms of the Notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code Sections
77aaa-77bbbb). The Notes are subject to all such terMs, and Holders are referred
to the Indenture and such Act for a statement of such terms. To the extent any
provision of this Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. The Notes are
obligations of the Company limited in aggregate principal amount to the sum of
(i) $105.0 million, and (ii) the principal amount of any Additional Notes issued
pursuant to Section 1 hereof.

                        (b) The Notes are secured by a first  priority Lien on
First Lien Collateral and a second priority Lien on Second Lien Collateral, in
each case subject to certain Collateral Permitted Liens as more fully set forth
in the Indenture and the Collateral Agreements. Certain rights and remedies with
respect to Collateral are limited pursuant to, and as described more
particularly in, the Intercreditor Agreement and the other Collateral
Agreements. Each Holder, by accepting a Note, agrees to be bound to all the
terms and provisions of the Intercreditor Agreement and the other Collateral
Agreements, as the same may be amended from time to time. Collateral may be
released from the Lien of the Indenture under certain circumstances as described
in the Indenture and the Collateral Agreements.



                                       A-4
<PAGE>

                5. OPTIONAL REDEMPTION. The Notes shall be subject to
redemption at any time and from time to time at the option of the Company, in
whole or in part, without premium or penalty, upon not less than 30 nor more
than 60 days' notice, at the redemption price of 100% of the principal amount
thereof plus accrued and unpaid interest thereon to the applicable redemption
date.

                6. MANDATORY REDEMPTION.

                Except as set forth in this Section 6 and in Section 7 below
(as more fully set forth in the Indenture), the Company shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes.

                As more fully set forth in the Indenture, on each Interest
Payment Date, the Company shall make a mandatory redemption of Notes in an
aggregate principal amount equal to the Miscellaneous Collateral Cashflow
received during the approximately one-month period that ended 5 Business Days
prior to such Interest Payment Date (such period having started immediately
after the end of the last such period or, in the case of the first redemption
pursuant to this paragraph, having started on the Issue Date). Such redemption
shall be made at a redemption price equal to 100% of the principal amount of the
Notes being redeemed.

                As more fully set forth in the Indenture, unless the Company,
not more than 60 days prior to the relevant Interest Payment Date, delivers to
the Trustee an Officers' Certificate stating that the Company has determined
that the Company will not have sufficient liquidity on a projected basis to make
the redemptions described in this paragraph and to pay its reasonably necessary
expenses and other obligations during the upcoming twelve-month period,
including, without limitation, interest, Mandatory Amortization Payments and
funding and maintenance of a $7.5 million working capital reserve account, but
excluding certain dividends, the Company shall make mandatory redemptions of
Notes in the amounts of the Scheduled Principal Paydowns on or before the
corresponding Interest Payment Dates described in the definition of such term.
Such redemptions shall be made at redemption prices equal to 100% of the
principal amount of Notes being redeemed. As more fully set forth in the
Indenture, certain amounts paid to Holders to purchase Notes pursuant to Section
7(b) below or redeem Notes pursuant to the second paragraph of this Section 6
shall be credited against the redemption requirements set forth in this
paragraph.

                7. REPURCHASE AT OPTION OF HOLDER.

                (a) As more fully set forth in the Indenture, if a Change of
Control occurs, the Company shall make an offer to each Holder of Notes to
repurchase all or any part of such Holder's Notes pursuant to the procedures
described in the Indenture (the "CHANGE OF CONTROL OFFER") at an offer price in
cash equal to 100% of the aggregate principal amount thereof plus accrued and
unpaid interest thereon, if any, to the date of purchase (the "CHANGE OF CONTROL
PAYMENT"). Within 30 days following any Change of Control, the Company shall
mail a notice to each Holder setting forth the procedures governing the Change
of Control Offer as required by the Indenture.

                (b) As more fully set forth in the Indenture, within 180 days
after the receipt of any Net Proceeds from an Asset Sale, the Company may apply
such Net Proceeds, at its option, (i) to the permanent repayment, pro rata, of
Indebtedness under the Senior Credit Facility,



                                       A-5
<PAGE>

the Repo Agreement, the Indenture and the Series B Indenture or (ii) to the
acquisition of income producing assets (including, without limitation, Trading
Assets) or Equity Interests in Persons that own income producing assets if such
Persons become Subsidiaries. Pending the final application of any such Net
Proceeds, the Company may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by the
Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this subsection will be deemed to constitute
"EXCESS PROCEEDS." In certain circumstances, when the aggregate amount of Excess
Proceeds exceeds $5.0 million, the Company will be required to make an offer to
all Holders of Notes, all holders of Series B Notes, all holders of Repo
Obligations and all holders of Indebtedness under a Senior Credit Facility
containing provisions similar to those set forth in the Indenture with respect
to offers to purchase or redeem with the proceeds of sales of assets (an "ASSET
SALE OFFER") to purchase the maximum principal amount of Notes and such other
Indebtedness that may be purchased out of the Excess Proceeds, at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest thereon, if any, to the date of purchase, in accordance with
the procedures set forth in the Indenture and such other Indebtedness.

                (c) As more fully set forth in the Indenture, if the Company
or a Restricted Subsidiary issues Equity Interests in the Company on or after
the Issue Date through one or more transactions, then the Company shall make
offers to all Holders to purchase the maximum principal amount of Notes that may
be purchased out of the Net Equity Proceeds of such issuance, at an offer price
in cash in an amount equal to 100% of the principal amount thereof plus accrued
and unpaid interest thereon, if any, to the date of purchase, in accordance with
the procedures set forth in the Indenture, subject to a maximum total offer
price of $10.0 million in the aggregate for all such offers of Net Equity
Proceeds to purchase Notes and Series B Notes made after the Issue Date.

                8. NOTICE OF REDEMPTION. Subject to certain exceptions set
forth in the Indenture, notice of redemption will be mailed at least 30 days but
not more than 60 days before the redemption date to each Holder whose Notes are
to be redeemed at its registered address. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.

                9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
registered form without coupons. The transfer of Notes may be registered and
Notes may be exchanged as provided in the Indenture. The Registrar and the
Trustee may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and the Company may require a Holder to pay
any taxes and fees required by law or permitted by the Indenture. The Company
need not exchange or register the transfer of any Note or portion of a Note
selected for redemption, except for the unredeemed portion of any Note being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Notes for a period of 15 Business Days before a selection of Notes to be
redeemed or during the period between a Record Date and the corresponding
Interest Payment Date.

                10. PERSONS DEEMED OWNERS. The registered Holder of a Note may
be treated as its owner for all purposes.


                                       A-6
<PAGE>


                11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Company and the Trustee may amend or supplement the Indenture
and the Notes may be amended or supplemented with the consent of the Holders of
at least a majority in principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a tender
offer or exchange offer for, or purchase of, the Notes), and any existing
Default or Event of Default (other than a Default or Event of Default in the
payment of the principal of, premium, if any, or interest on the Notes, except a
payment default resulting from an acceleration that has been rescinded) or
compliance with any provision of the Indenture or the Notes may be waived with
the consent of the Holders of a majority in principal amount of the then
outstanding Notes (including, without limitation, consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Without the consent of any Holder of Notes, the Indenture or the Notes
may be amended or supplemented to cure any ambiguity, defect or inconsistency,
to provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's obligations to Holders of
the Notes in case of a merger or consolidation, to make any change that would
provide any additional rights or benefits to the Holders of the Notes and that
does not adversely affect the legal rights under the Indenture of any such
Holder, or to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act.

                12. DEFAULTS AND REMEDIES. Events of Default include: (i)
default for 30 days in the payment when due of interest on the Notes or Loan
Fees; (ii) default in payment when due of the principal of the Notes; (iii)
failure by the Company to make a timely mandatory redemption or purchase
required by Section 3.08, 4.10, 4.15 or 4.17 of the Indenture or payment by
the Company of certain dividends in violation of the Indenture; (iv) failure
by the Company or any of its Restricted Subsidiaries for 60 days after
receipt of notice to comply with any of its other obligations, covenants or
agreements in the Indenture, the Collateral Agreements or the Notes; (v) an
"Event of Default with respect to Seller" (as such phrase is defined in the
Repo Agreement) shall have occurred and be continuing, which default shall
continue beyond the expiration of any applicable notice and cure period and
any applicable standstill periods as set forth in the Repo Documents relating
to enforcement of remedies and either (A) in connection with such default,
the Repo Purchaser has taken or is taking any action to enforce default
remedies available under the Repo Documents (other than de minimis actions),
or (B) after which the Repo Purchaser shall have improved its position in any
respect vis-a-vis the Company or CBO-REIT (other than de minimis
improvements); (vi) certain defaults under other Indebtedness of the Company
or any of its Restricted Subsidiaries; and (vii) certain events of bankruptcy
or insolvency with respect to the Company.

                As more fully set forth in the Indenture, if any Event of
Default occurs and is continuing, the Trustee, on its own by written notice to
the Company, or at the request of the



                                       A-7
<PAGE>

Holders of at least a majority in principal amount of the then outstanding Notes
by written notice to the Company and the Trustee, may declare all the Notes to
be due and payable immediately. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency with
respect to the Company, all outstanding Notes will become due and payable
without further action or notice on the part of the Trustee or any Holders.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders notice of any
continuing Default or Event of Default (except a Default or Event of Default
relating to the payment of principal, premium if any or interest) if it
determines that withholding notice is in their interest.

                13. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                14. NO RECOURSE AGAINST OTHERS. A director, officer, employee,
incorporator or stockholder, of the Company or any Subsidiary, as such, shall
not have any liability for any obligations of the Company under the Notes or the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

                15. AUTHENTICATION. This Note shall not be valid until
authenticated by the manual signature of an authorized signatory of the Trustee
or an authenticating agent.

                16. ABBREVIATIONS. Customary abbreviations may be used in the
name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT
(= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                17. CUSIP NUMBERS. Pursuant to a recommendation promulgated by
the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders. No representation
is made as to the accuracy of such numbers either as printed on the Notes or as
contained in any notice of redemption and reliance may be placed only on the
other identification numbers placed thereon.

                18.      DISPUTED CLAIMS NOTES.

                As more fully described in the Indenture, $7,897,941.00
principal amount of Notes, $4,648,387.25 principal amount of Series B Notes and
$5,382,894.66 of cash have been delivered to the Disbursing Agent in escrow
pending determination of certain claims against the Company. In certain
circumstances such Notes, Series B Notes and cash (together with all Additional
Notes and Additional Series B Notes issued in respect thereof and interest and
redemption payments paid in respect of the foregoing) will be delivered to the
holders of such claims. In other circumstances, such Notes (together with all
Additional Notes issued in respect thereof and interest and redemption payments
paid in respect of such Notes and Additional



                                       A-8
<PAGE>

Notes) will be transferred from such escrow to holders of Series B Notes in
exchange for delivery by such Series B Note holders of Series B Notes and cash
in the amounts described in the Indenture.

                The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                CRIIMI MAE Inc.
                11200 Rockville Pike
                Rockville, Maryland  20852
                Attention:  Chief Financial Officer








                                      A-9

<PAGE>


                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to


--------------------------------------------------------------------------------
              (Print or type assignee's name, address and zip code)



--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
               (Insert assignee's social security or tax I.D. no.)

and irrevocably appoint _______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.


--------------------------------------------------------------------------------

Date: ________________, 200__


                                     Your Signature:
                                     -------------------------------------------
                                     (Sign exactly as your name appears on the
                                     face of this Note)


SIGNATURE GUARANTEE.




                                      A-10

<PAGE>


                       OPTION OF HOLDER TO ELECT PURCHASE

                If you want to elect to have this Note purchased by the
Company pursuant to Section 3.08(c), 4.10 or 4.15 of the Indenture, check the
box below:

                    / / Section 3.08(c)                  / /  Section 4.10

                    / / Section 4.15

                If you want to elect to have only part of the Note purchased
by the Company, state the amount you elect to have purchased: $________



Date:__________________, 200__        Your Signature:__________________________
                                      (Sign exactly as your name appears on the
                                      face of this Note)

                                      Tax Identification No:___________________

SIGNATURE GUARANTEE.








                                      A-11

<PAGE>


                   [IF A GLOBAL NOTE, INCLUDE THE FOLLOWING:]

    SCHEDULE OF INCREASES OF, AND EXCHANGES OF INTERESTS IN, THE GLOBAL NOTE

                The following increases of this Global Note pursuant to the
issuance of Additional Notes, and exchanges of a part of this Global Note for
a Definitive Note, or exchanges of a Definitive Note for an interest in this
Global Note, have been made:

<TABLE>
<CAPTION>
                                                                          PRINCIPAL AMOUNT OF
                                                                           THIS GLOBAL NOTE         SIGNATURE OF
                           AMOUNT OF DECREASE    AMOUNT OF INCREASE IN         FOLLOWING         AUTHORIZED OFFICER
                           IN PRINCIPAL AMOUNT    PRINCIPAL AMOUNT OF        SUCH DECREASE       OF TRUSTEE OR NOTE
DATE OF EXCHANGE           OF THIS GLOBAL NOTE      THIS GLOBAL NOTE          (OR INCREASE)          CUSTODIAN
----------------           -------------------   ---------------------    --------------------   ------------------
<S>                     <C>                   <C>                       <C>                    <C>




</TABLE>





                                      A-12



<PAGE>


                                                                       EXHIBIT B

                             ARTICLES SUPPLEMENTARY
                                     TO THE
                      ARTICLES OF AMENDMENT AND RESTATEMENT
                                       OF
                                 CRIIMI MAE INC.

                 SERIES __ REDEEMABLE CUMULATIVE PREFERRED STOCK

             CRIIMI MAE INC., a Maryland corporation (the "CORPORATION"), by and
through its undersigned Executive Vice President, does hereby certify that:

             FIRST: On __________, 200__, the Board of Directors of the
Corporation (the "BOARD OF DIRECTORS"), pursuant to Section 2-105 of the
Maryland General Corporation Law (the "MGCL") and Article FIFTH of the Articles
of Amendment and Restatement of the Corporation, duly classified 105,000
unissued shares of the Corporation's preferred stock, $0.01 par value per share,
into a series of preferred stock designated "Series __ Redeemable Cumulative
Preferred Stock" and established and fixed the preferences, rights, voting
powers, restrictions as to dividends, qualifications and terms and conditions of
redemption of such series of preferred stock, and authorized the execution and
delivery of these Articles Supplementary to the Maryland State Department of
Assessments and Taxation for filing pursuant to Section 2-208 of the MGCL.

             SECOND: The Series __ Preferred Stock shall be subject to all of
the provisions of the Corporation's Articles of Incorporation relating to the
capital stock of the Corporation generally and shall have the following
preferences, rights, voting powers, restrictions, limitations as to dividends,
qualifications and terms and conditions of redemption, as set by the Board of
Directors:

     1. DEFINITIONS. For the purposes of these Articles Supplementary, the
following terms have the meanings indicated:

     "Articles of Amendment and Restatement" means the Articles of Amendment and
Restatement of the Corporation as in effect from time to time (including any and
all amendments and supplements thereto and restatements thereof).

     "Board" and "Board of Directors" means the Board of Directors of the
Corporation.

     "Business Day" means any day other than a Saturday, Sunday or the Friday
after Thanksgiving, or a day on which banking institutions in the State of New
York or Maryland are authorized or obligated by law or executive order to close.


                                      B-1
<PAGE>

     "Common Stock" means the common stock, par value $0.01 per share, of the
Corporation.

     "Corporation" means CRIIMI MAE Inc., a Maryland corporation.

     "Dividend Average Price" means the Volume Weighted Average Price of the
Common Stock traded during the ten Trading Days beginning one Trading Day after
the Dividend Declaration Date (a "DIVIDEND PRICING PERIOD"), utilizing the
Bloomberg (Equity) VAP function, or, (x) if that information is not available,
the average of the sum of the average daily high and low sale prices for the
Common Stock for each day during a Dividend Pricing Period, as reported on the
stock exchange composite tape, weighted by the number of shares of Common Stock
traded for that day or, (y) if the Common Stock is traded over-the-counter, the
average of the sum of the daily averages of the last reported high bid and low
asked quotations for the Common Stock for each day during a Dividend Pricing
Period, weighted by the number of shares of Common Stock traded for that day.

     "Dividend Declaration Date" means, with respect to any monthly dividend,
the date on which the Board of Directors declares such dividend.

     "Dividend Parity Stock" has the meaning ascribed thereto in Section
3(a)(ii).

     "Dividend Rate" means 11.75 percent.

     "Effective Date" means April 17, 2001.

     "Initial Issue Date" has the meaning ascribed thereto in Section 6(a).

     "Junior Capital Stock" has the meaning ascribed thereto in Section 2(b).

     "Liquidation Parity Stock" has the meaning ascribed thereto in Section
8(a).

     "Liquidation Value" means, with respect to a share of Series __ Preferred
Stock, $1,000.

     "MGCL" means the Maryland General Corporation Law, as amended, as the same
may be in effect from time to time.

     "Monthly Dividend Payment Date" has the meaning ascribed thereto in Section
3(a)(i).

     "Parity Capital Stock" has the meaning ascribed thereto in Section 2(b).

     "Person" means any individual, firm, corporation or other entity, and
includes any successor (by merger or otherwise) of such entity.

     "Preferred Stock" means the preferred stock, par value $0.01 per share, of
the Corporation.


                                      B-2
<PAGE>

     "Redemption Price" means, with respect to a share of Series __ Preferred
Stock, $1,000.

     "REIT" means a real estate investment trust for federal income tax
purposes.

     "Senior Capital Stock" has the meaning ascribed thereto in Section 2(b).

     "Series B Preferred Stock" means the Corporation's Series B Cumulative
Convertible Preferred Stock, par value $0.01 per share.

     "Series E Preferred Stock" means the Corporation's Series E Cumulative
Convertible Preferred Stock, par value $0.01 per share.

     "Series F Preferred Stock" means the Corporation's Series F Redeemable
Cumulative Dividend Preferred Stock (convertible during the period of ten (10)
Business Days after the fifth Business Day after the Initial Issue Date and
during the period of ten (10) Business Days ending ninety (90) calendar days
after the Initial Issue Date or the first Business Day thereafter), par value
$0.01 per share.

     "Series G Preferred Stock" means the Corporation's Series G Redeemable
Cumulative Dividend Preferred Stock (convertible during the period of ten (10)
Trading Days commencing one-hundred (100) calendar days after the Initial Issue
Date or, if such commencement date is not a Trading Day, the first Trading Day
thereafter).

     "Series __ Preferred Stock" has the meaning ascribed thereto in Section
2(a).

     "Series __ Preferred Stock" means the Corporation's Series __ Redeemable
Cumulative Preferred Stock, par value $0.01 per share.

     "Subsidiary" of any Person means any corporation or other entity of which a
majority of the voting power of the voting equity securities, or equity
interest, is owned, directly or indirectly, by such Person.

     "Trading Day" means any day on which the principal national securities
exchange on which the Common Stock is listed or admitted to trading is open for
the transaction of business or, if the Common Stock is not listed or admitted to
trading on any national securities exchange, a Business Day.

     "Volume Weighted Average Price of the Common Stock" for a given period
means the quotient of (i) the aggregate dollar value obtained by multiplying (a)
the number of shares of Common Stock traded at each given price during such
period, by (b) such price, divided by (ii) the total number of shares of Common
Stock traded during such period.

     2. DESIGNATION AND NUMBER; RANK. (a) DESIGNATION AND NUMBER. The shares of
the series of Preferred Stock designated pursuant hereto shall be designated as
"Series __ Redeemable Cumulative Preferred Stock" (the "SERIES __ PREFERRED
STOCK"). The number of shares initially constituting the Series __ Preferred
Stock shall be


                                      B-3
<PAGE>

105,000, par value $0.01 per share, which number may be decreased (but not
increased) by the Board of Directors without a vote of the holders of Series __
Preferred Stock; PROVIDED, HOWEVER, that such number may not be decreased below
the number of shares of Series __ Preferred Stock outstanding at the effective
time of such reduction.

     (b) RANK. The Series __ Preferred Stock shall, with respect to dividend
rights and rights upon liquidation, dissolution or winding up, rank (i) senior
to the (u) Series B Preferred Stock, (v) Series E Preferred Stock, (w) Series F
Preferred Stock, (x) Series G Preferred Stock, (y) Common Stock, and (z) to all
other capital stock of the Corporation the terms of which specifically provide
that such capital stock ranks junior to the Series __ Preferred Stock with
respect to dividend rights and/or rights upon liquidation, dissolution or
winding up of the Corporation (collectively, such Series B Preferred Stock,
Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock,
Common Stock, and other capital stock being referred to as the "JUNIOR CAPITAL
STOCK"); (ii) PARI PASSU with (y) the Series __ Preferred Stock, and (z) all
other capital stock of the Corporation the terms of which specifically provide
that such capital stock ranks PARI PASSU with the Series __ Preferred Stock with
respect to dividend rights and/or rights upon liquidation, dissolution or
winding up of the Corporation (collectively, such Series __ Preferred Stock and
other capital stock being referred to as the "PARITY CAPITAL STOCK"); and (iii)
junior to all capital stock of the Corporation the terms of which specifically
provide that such capital stock ranks senior to the Series __ Preferred Stock
with respect to dividend rights and/or rights upon liquidation, dissolution or
winding up of the Corporation (collectively, such capital stock being referred
to as the "SENIOR CAPITAL STOCK").

     (c) SAVINGS CLAUSE. Notwithstanding anything otherwise provided in these
Articles Supplementary, none of the rights pertaining to dividends and
distributions, and rights upon liquidation, dissolution and winding up
attributable to the Series __ Preferred Stock, may be exercised, enjoyed or
received unless the corresponding rights of the Senior Capital Stock have been
fully exercised, enjoyed or received.

     3. DIVIDENDS AND DISTRIBUTIONS. (a)(i) The holders of shares of Series __
Preferred Stock, in preference to the holders of shares of any Junior Capital
Stock that ranks junior to the Series __ Preferred Stock as to the payment of
dividends shall be entitled to receive, when, as and if declared by the Board of
Directors, out of the assets of the Corporation legally available therefor,
cumulative dividends payable in monthly installments on the last Business Day of
each month commencing on __________, ____ (each, such date being referred to
herein as a "MONTHLY DIVIDEND PAYMENT DATE"). Accrued dividends will not be paid
in respect of shares called for redemption pursuant to Section 6 hereof from and
after the Dividend Declaration Date next preceding the Redemption Date with
respect to such shares. Dividends shall be payable to holders of record as they
appear in the stock records of the Corporation at the close of business on the
applicable record date set by the Board of Directors. No interest shall be
payable with respect to any dividend payment on Series __ Preferred Stock that
may be in arrears. Dividends payable for each Monthly Dividend Payment Date
shall be computed by dividing the annual dividend by twelve. Dividends payable
with respect to any partial dividend period shall be computed on the basis of a
360-day year of twelve 30-day


                                      B-4
<PAGE>

months. Dividends shall be payable in cash or in Common Stock (or a combination
thereof) at the option of the Corporation. The annual cash dividend per share
shall equal the product of the Dividend Rate and the Liquidation Value.
Dividends payable on fractional shares shall equal the fraction or percentage of
the share held times the dividend amount per share. If dividends are paid in
Common Stock, the number of shares of Common Stock issuable by the Corporation
shall be determined by dividing the cash amount which would be payable if cash
dividends were to be paid on the applicable Monthly Dividend Payment Date by the
Dividend Average Price. No fractional shares of Common Stock shall be issued.
Instead of any fractional share of Common Stock, the Corporation shall pay a
cash adjustment in respect to such fraction.

     (ii) Dividends paid on shares of Series __ Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on
such shares shall be allocated among all such shares of Series __ Preferred
Stock and all other shares of capital stock of the Corporation ranking on parity
as to dividends with the Series __ Preferred Stock ("DIVIDEND PARITY STOCK") at
the time outstanding PRO RATA, so that the dollar amount of the dividend
declared per share of Series __ Preferred Stock and the Dividend Parity Stock
shall in all cases bear to each other the same ratio that accrued dividends per
share on the Series __ Preferred Stock and the Dividend Parity Stock bear to
each other.

     (iii) The Board of Directors may fix a record date for the determination of
holders of shares of the Series __ Preferred Stock entitled to receive payment
of a dividend declared thereon, which record date shall be no more than sixty
(60) calendar days nor less than ten (10) calendar days prior to the date fixed
for the payment thereof.

     (iv) Any dividend payment made on shares of the Series __ Preferred Stock
first shall be credited against the earliest accrued but unpaid dividend due
with respect to shares of the Series __ Preferred Stock which remains payable.

     (b) Holders of shares of the Series __ Preferred Stock shall not be
entitled to receive any dividends or other distributions except as expressly
provided herein.

     4. VOTING RIGHTS. So long as the Series __ Preferred Stock remains
outstanding, the holders of shares of Series __ Preferred Stock shall have the
following voting rights:

     (a) Holders of shares of Series __ Preferred Stock shall have no voting
rights except as set forth below or as otherwise required by law.

     (b) Holders of shares of Series __ Preferred Stock shall be entitled to
vote, together with the holders of Common Stock as a single class, on each
action upon which holders of Common Stock have the right to vote.

     (c) The affirmative vote or consent, in person or by proxy, in writing or
at a special or annual meeting of stockholders called for the purpose, of the
holders of at least a majority of the outstanding shares of Series __ Preferred
Stock, voting separately as a class, shall be necessary to authorize, create or
increase the authorized or issued amount


                                      B-5
<PAGE>

of, any class or series of the Corporation's capital stock ranking prior to or
on a parity with the Series __ Preferred Stock with respect to payment of
dividends or distribution of assets upon liquidation, dissolution or winding up
or reclassify any authorized capital stock of the Corporation into any such
capital stock, or create, authorize or issue any obligation or security
convertible into or evidencing the right to purchase any such capital stock;
provided, however, that no affirmative vote or consent shall be required
pursuant to this Section 4(c) in connection with the Series __ Preferred
Stock which ranks pari passu with the Series __ Preferred Stock.

     (d)(i) During any period in which dividends on the Series __ Preferred
Stock are cumulatively in arrears for not less than twenty-four (24) monthly
dividend payments (whether or not consecutive), then the number of directors
constituting the Board of Directors shall, without further action, be increased
by two and the holders of shares of the Series __ Preferred Stock shall have, in
addition to the other voting rights set forth herein, the exclusive right,
voting separately as a single class, to elect the directors of the Corporation
to fill such newly created directorships, the remaining directors to be elected
by the other classes of capital stock entitled to vote therefor at each meeting
of stockholders held for the purpose of electing directors. Such additional
voting rights shall continue until such time as all dividends accumulated on the
Series __ Preferred Stock shall have been paid in full or non-cumulative
dividends paid regularly for one year, at which time such additional directors
shall cease to be directors and such additional voting right of the holders of
Series __ Preferred Stock shall terminate subject to revesting in the event of
each and every subsequent cumulative arrearage for not less than twenty-four
(24) monthly periods as contemplated by the first sentence of this Section. In
no event shall the holders of Series __ Preferred Stock voting separately as a
class be entitled to elect a total of more than two directors to the Board of
Directors pursuant to this Section 4(d).

     (ii) The voting rights of holders of shares of Series __ Preferred Stock
set forth in this Section 4(d) may be exercised at any annual meeting of
stockholders or at a special meeting of stockholders held for such purpose as
hereinafter provided or at any adjournment thereof, or by the written
consent, delivered to the Secretary of the Corporation, of the holders of the
outstanding shares of Series __ Preferred Stock. Unless such right has been
exercised by the unanimous written consent of the holders of Series __
Preferred Stock, the Chairman of the Board of Directors may call, and upon
the written request of holders of record of at least twenty percent (20%) of
the outstanding shares of Series __ Preferred Stock, addressed to the
Secretary of the Corporation at the principal office of the Corporation,
shall call, a special meeting of the holders of shares entitled to vote as
provided herein. Such meeting shall be held not more than sixty (60) calendar
days after delivery of such request to the Secretary, at the place and upon
the notice provided by law and in the Bylaws of the Corporation for the
holding of special meetings of stockholders.

     (iii) At each meeting of stockholders at which the holders of shares of
Series __ Preferred Stock shall have the right, as provided in this Section
4(d), to take any action, the presence in person or by proxy of the holders of
record of a majority of the total number of shares of Series __ Preferred Stock
then outstanding and entitled to vote on the matter shall be necessary and
sufficient to constitute a quorum. At any such meeting or at any adjournment
thereof:


                                      B-6
<PAGE>


             (A) the absence of a quorum of the holders of shares of Series __
Preferred Stock shall not prevent the election of directors or the taking of any
other action by the holders of any other class(es) or series of the
Corporation's capital stock, and the absence of a quorum of the holders of
shares of any other class or series of the Corporation's capital stock shall not
prevent the taking of any action by the holders of Series __ Preferred Stock as
provided in this Section 4(d); and


             (B) in the absence of a quorum of the holders of shares of
Series __ Preferred Stock, a majority of the holders of shares of Series __
Preferred Stock, present in person or by proxy, shall have the power to adjourn
the meeting as to the actions to be taken by the holders of shares of Series __
Preferred Stock from time to time and place to place without notice other than
announcement at the meeting until a quorum shall be present.

     (e) For the taking of any action as provided in this Section 4 by the
holders of Series __ Preferred Stock, each such holder shall have one (1) vote
for each share of Series __ Preferred Stock (or fractional share thereof
resulting from any redemption pursuant to Section 6(b) hereof) in such holder's
name on the stock transfer books of the Corporation as of any record date fixed
for such purpose or, if no such date be fixed, at the close of business on the
Business Day next preceding the day on which notice is given, or if notice is
waived, at the close of business on the Business Day next preceding the day on
which the meeting is held.

     5. CERTAIN RESTRICTIONS. (a) If any shares of Series __ Preferred Stock are
outstanding, then the Corporation shall not (other than in Junior Capital Stock)
declare, make, pay or set apart for payment or distribution any dividends or
other distributions for any period on any series or class of Junior Capital
Stock that ranks junior to the Series __ Preferred Stock with respect to
dividend rights, unless full cumulative dividends have been or contemporaneously
are declared and paid or declared and a sum sufficient (in cash and/or Common
Stock, as applicable) for the payment thereof set apart for such payment on all
shares of Series __ Preferred Stock entitled thereto.

     (b) If any shares of Series __ Preferred Stock are outstanding, the
Corporation shall not redeem, purchase or otherwise acquire for any
consideration (or pay or make available money for a sinking fund for the
redemption of) any Junior Capital Stock (except by conversion into or exchange
for Junior Capital Stock) unless full cumulative dividends have been or
contemporaneously are declared and paid, or declared and a sum sufficient (in
cash and/or Common Stock, as applicable) for the payment thereof set apart for
such payment on the Series __ Preferred Stock for all past dividend periods
through and including the date fixed for redemption, purchase or acquisition,
PROVIDED, HOWEVER, that the foregoing shall not prevent the purchase or
acquisition of any shares of capital stock of the Corporation by the Corporation
(i) to the extent necessary, in the reasonable judgment of the Board of
Directors, in order to preserve the status of the Corporation as a REIT or (ii)
pursuant to a purchase or exchange offer made on comparable terms to all holders
of outstanding shares of capital stock of the Corporation. For purposes of this
Section 5(b), the date to be fixed for redemption, purchase or acquisition shall
be set by resolution of the Board of Directors.


                                      B-7
<PAGE>

     (c) The Corporation shall not permit any Subsidiary of the Corporation to
purchase or otherwise acquire for consideration any shares of capital stock of
the Corporation unless the Corporation could, pursuant to Section 5(b), purchase
or otherwise acquire such shares at such time and in such manner.

     6. REDEMPTION. (a) Subject to the limitations provided below in this
Section 6(a), to the extent the Corporation shall have funds legally available
therefor, the Series __ Preferred Stock shall be subject to redemption in whole
or in part, at the option of the Corporation, at any time or from time to time,
in cash at the Redemption Price (or such fraction or percentage thereof as may
be applicable due to any prior partial redemption(s)), together with accrued and
unpaid dividends to (and including) the date fixed for redemption.
Notwithstanding the preceding, the Corporation shall be prohibited from
redeeming any fractional shares of Series __ Preferred Stock remaining after the
mandatory redemption of Series __ Preferred Stock on the date of first issuance
of such shares of Series __ Preferred Stock (collectively the date of
issuance of any share of Series __ Preferred Stock, the "INITIAL ISSUE DATE"),
provided for in Section 6(b) below, for a period of one year from the Initial
Issue Date.

     (b) To the extent the Corporation shall have funds legally available
therefor, the Corporation shall redeem on the Initial Issue Date 90.9% of each
share of Series __ Preferred Stock issued on the Initial Issue Date. Such
redemption shall be in cash at 90.9% of the Redemption Price. No accrued and
unpaid dividends, if any, shall be paid. All remaining fractional shares of
Series __ Preferred Stock, to the extent not previously redeemed, shall be
redeemed, in whole, by the Corporation, to the extent the Corporation shall have
funds legally available therefor, on the fifth anniversary of the Effective
Date. Such redemption shall be in cash at 9.1% of the Redemption Price (or such
lower percentage of the Redemption Price as may be applicable due to any prior
redemption(s)), together with accrued and unpaid dividends to (and including)
the date fixed for redemption.

     (c) Notwithstanding anything to the contrary contained in these Articles
Supplementary, no dividends shall be due and payable in respect of shares of
Series __ Preferred Stock called for redemption pursuant to this Section 6 from
and after the Dividend Declaration Date next preceding the redemption date with
respect to such shares. On and after the redemption date provided that the
aggregate redemption price (including any accrued and unpaid dividends to (and
including) the redemption date) for all shares of Series __ Preferred Stock
called for redemption has been duly paid or deposited in trust for the benefit
of the holders of the Series __ Preferred Stock, dividends shall cease to accrue
on the Series __ Preferred Stock called for redemption, such shares shall no
longer be deemed to be outstanding and all rights of the holders of such shares
shall cease, except only the right to receive the monies (and Common Stock, if
applicable) payable upon such redemption, without interest thereon, upon
surrender of the certificates evidencing such shares. Any monies (and Common
Stock, if applicable) deposited in trust by the Corporation and unclaimed at the
end of two (2) years from the redemption date shall be repaid to the Corporation
upon its written request, after which repayment the holders of shares of Series
__ Preferred Stock so called for redemption shall look only to the Corporation
for the payment thereof.


                                      B-8
<PAGE>


     (d) Notice of any redemption pursuant to this Section 6 shall be given to
the holders of shares of Series __ Preferred Stock not less than thirty (30) or
more than forty-five (45) calendar days prior to the redemption date; PROVIDED,
HOWEVER, that no notice of redemption shall be required to be given to the
holders of shares of Series __ Preferred Stock in connection with the redemption
on the Initial Issue Date of 90.9% of each share of Series __ Preferred Stock
issued on the Initial Issue Date. Notice of redemption shall be given by first
class mail to each such holder's address as shown on the stock transfer books of
the Corporation and shall specify (i) the redemption date; (ii) the total number
of shares of Series __ Preferred Stock to be redeemed; (iii) the number of
shares of Series __ Preferred Stock or fractions thereof to be redeemed from
such holder; (iv) the per share redemption price and the aggregate redemption
price for all shares to be redeemed from such holder; (v) the place or places
where certificates for shares of Series __ Preferred Stock are to be surrendered
for payment of the redemption price; and (vi) that dividends on the shares of
Series __ Preferred Stock to be redeemed will cease to accrue on the redemption
date. If less than all shares of Series __ Preferred Stock (or fractions
thereof) then outstanding are to be redeemed, shares of Series __ Preferred
Stock (or fractions thereof) will be redeemed PRO RATA from among the holders of
shares of Series __ Preferred Stock (or fractions thereof) then outstanding.

     7. REACQUIRED SHARES. Any shares of Series __ Preferred Stock (or fractions
thereof), redeemed, purchased or otherwise acquired by the Corporation in any
manner whatsoever shall be retired and canceled promptly after the acquisition
thereof. All such shares of Series __ Preferred Stock (or fractions thereof)
shall, upon their cancellation, and upon the filing of appropriate articles
supplementary with the Maryland State Department of Assessments and Taxation,
become authorized but unissued shares of Preferred Stock and may be reissued as
part of any series of Preferred Stock subject to the conditions or restrictions
on issuance set forth herein, to the extent any shares of Series __ Preferred
Stock (or fractions thereof) remain outstanding.

     8. LIQUIDATION; DISSOLUTION; WINDING UP. (a) Upon any voluntary or
involuntary liquidation, dissolution or winding up of the affairs of the
Corporation, before any distribution or payment shall be made to the holders of
any shares of Junior Capital Stock that ranks junior to the Series __ Preferred
Stock as to distribution of assets upon any liquidation, dissolution or winding
up of the Corporation, the holders of Series __ Preferred Stock shall be
entitled to receive, out of assets of the Corporation legally available for
distribution to stockholders, liquidating distributions in the amount of the
Liquidation Value (or such fraction or percentage thereof as is appropriate to
reflect prior redemptions of fractions of shares), plus an amount equal to any
dividends accrued and unpaid thereon as of the date of liquidation, dissolution
or winding up. After payment of the full amount of the liquidating distributions
to which they are entitled, the holders of Series __ Preferred Stock will have
no right or claim to any of the remaining assets of the Corporation. In the
event that, upon any such voluntary or involuntary liquidation, dissolution or
winding up, the available assets of the Corporation are insufficient to pay the
amount of the liquidating distributions on all outstanding shares of Series __
Preferred Stock (or fractions thereof) and the corresponding amounts payable on
all shares of Parity Capital Stock that ranks pari passu with the Series __
Preferred Stock as to the distribution of assets upon liquidation, dissolution
or winding up ("Liquidation


                                      B-9
<PAGE>

Parity Stock"), then the holders of Series __ Preferred Stock and all other such
classes or series of Liquidation Parity Stock shall share ratably in any such
distribution of assets in proportion to the full liquidating distributions to
which they would otherwise be respectively entitled.

     (b) Neither the consolidation, merger or other business combination of the
Corporation with or into any other Person, nor the sale, lease or conveyance of
all or substantially all of the property or business of the Corporation shall be
deemed to constitute a liquidation, dissolution or winding up of the Corporation
for purposes of this Section 8.

     9. REIT STATUS. Nothing contained in these Articles Supplementary or the
Articles of Amendment and Restatement of the Corporation shall limit the
authority of the Board of Directors to take such other action as it deems
necessary or advisable to protect the Corporation and the interests of the
stockholders by preservation of the Corporation's qualification as a REIT under
the REIT Provisions (as defined in the Articles of Amendment and Restatement of
the Corporation), including, without limitation, the enforcement of the
provisions of Article XI of the Articles of Amendment and Restatement of the
Corporation and payment of dividends in the form of Junior Capital Stock.

     10. AMENDMENT. These Articles Supplementary may be amended, revised or
otherwise altered by the approval, at a meeting or by a way of written consent,
of at least a majority of the shares of the Series __ Preferred Stock issued and
outstanding at the time of any such amendment, revision or alteration. With
respect to any amendment, alteration, waiver or repeal of any provision of these
Articles Supplementary no consent, approval or vote of the holders of Common
Stock or any other series or class of capital stock of the Corporation shall be
necessary or required.


                                      B-10
<PAGE>


                  IN WITNESS WHEREOF, this instrument has been executed for and
on behalf and in the name of the Corporation by its officers thereunto duly
authorized on the ___ day of ____________, 200__.





                                                   CRIIMI MAE INC.



                                                   By:
                                                      --------------------------



                                                   Print Name:
                                                              ------------------



                                                   Title:
                                                         -----------------------



Attest:



---------------------------



Print Name:
           -------------------------



Title:
      ------------------------------




                                      B-11
<PAGE>




                  THE UNDERSIGNED, _______________ of the Corporation, who
executed on behalf of the Corporation Articles Supplementary of which this
Certificate is made a part, hereby acknowledges, in the name and on behalf of
said Corporation, the foregoing Articles Supplementary to be the corporate act
of said Corporation and further certifies, to the best of his knowledge,
information and belief, that the matters and facts set forth herein with respect
to the authorization and approval thereof are true in all material respects
under the penalties of perjury.


                                                   By:
                                                      --------------------------


                                                   Print Name:
                                                              ------------------


                                                   Title:
                                                         -----------------------


                                      B-12
<PAGE>


                                                                       EXHIBIT C

                                     FORM OF

              NOTICE OF CASH DIVIDEND AND LIMITED RIGHT TO CONVERT

                               ___________, 200__

To:      SERIES A NOTE HOLDERS AND SERIES B NOTE HOLDERS

         Reference is made to the two Indentures by and between CRIIMI MAE Inc.
(the "COMPANY") and Wells Fargo Bank Minnesota, National Association, as
Trustee, dated as of _________, 2001 (the "INDENTURES"), relating to the
Company's 11.75% Series A Senior Secured Notes due 2006 and 20% Series B Senior
Secured Notes due 2007 (collectively the "NOTES"). The Board of Directors of the
Company has determined that payment of a cash dividend is necessary to maintain
the Company's REIT Status, has declared a cash dividend on the date hereof and,
pursuant to Section 4.07(b)(ii)(D) of the respective Indentures, has mailed this
Notice of Cash Dividend and Limited Right to Convert to each Holder of Series A
Notes and Series B Notes (collectively the "HOLDERS"), for the purpose of
providing notice to such Holders of the following:

1.   DIVIDEND DECLARED.  The Board of Directors of the Company has determined
     that payment of a cash dividend in the aggregate amount of $_______________
     is necessary in order to maintain the Company's REIT Status and, on the
     date hereof, has declared a cash dividend in such amount payable first to
     Holders who have converted Notes into (which conversions shall be subject
     to the limitations set forth in Section 3 of this Notice), and are holders
     of record of, the Company's Series __ Preferred Stock (issuable upon
     conversion of Series A Notes) and/or Series __ Preferred Stock (issuable
     upon conversion of Series B Notes) (collectively the "NOTEHOLDER
     PREFERRED STOCK") as of _______________ (the "RECORD DATE"), as partial
     redemption payments for such Holders shares of Noteholder Preferred
     Stock, such aggregate redemption payments to be equal to 90.9% of the
     aggregate principal amount of Notes converted into Noteholder Preferred
     Stock, and second to ______________________.  Accompanying this Notice
     is a copy of the press release announcing the declaration of the
     referenced cash dividend.

2.   PRINCIPAL OUTSTANDING.  As of the date hereof, the aggregate unpaid
     principal amount of (y) the Series A Notes is $_________________, and
     (z) the Series B Notes is $_____________.

3.   LIMITED CONVERSION RIGHT.  All Holders, as a group, may elect to convert
     an unlimited amount of their unpaid principal amount of Notes; provided,
     however, that if the aggregate unpaid principal amount of Notes elected
     to be converted exceeds 110% of the amount of the declared cash dividend
     then the Holder's unpaid principal amount of Notes to be converted shall
     equal such Holder's "Pro Rata Share" of 110% of the declared cash
     dividend.  The Holder's Pro Rata Share shall equal such Holder's unpaid
     principal amount of Notes divided by the aggregate unpaid principal
     amount of all Notes elected to be converted.

4.   NO WAIVER.  A Holder's election not to convert shall not constitute a
     waiver of such Holder's right to convert in connection with any future
     cash dividends necessary to maintain REIT status, if any.


                                      C-1
<PAGE>


5.   TERMS OF THE NOTEHOLDER PREFERRED STOCK.  The two series of Noteholder
     Preferred Stock shall have the respective preferences, voting powers,
     restrictions, limitations as to dividends, qualifications and terms
     and conditions of redemption as set forth in the respective Articles
     Supplementary to the Articles of Amendment and Restatement in respect
     of such two series of Noteholder Preferred Stock, copies of which are
     attached hereto as SCHEDULE A.

6.   CONVERSION PROCEDURE.  The Holder may elect to convert such Holder's
     Notes by completing and signing the Notice of Election to Convert
     attached hereto as SCHEDULE B and by delivering such Notice of Election
     to Convert to _______________________ on or before _________________
     (insert day which is _____ days prior to the Record Date).

7.   TAX CONSEQUENCES.

     [TO BE PROVIDED.]








                                      C-2
<PAGE>


                                                                      SCHEDULE B


                      FORM OF NOTICE OF ELECTION TO CONVERT

         (TO BE EXECUTED BY THE REGISTERED HOLDER AND RETURNED TO ______________
ON OR BEFORE _____________ [INSERT DATE] WHICH IS _____ DAYS PRIOR TO THE
RECORD DATE FOR THE RELATED CASH DIVIDEND)


To:      CRIIMI MAE Inc.
         11200 Rockville Pike
         Rockville, Maryland 20852
         Facsimile: (301) 255-0620

         Pursuant to the Indenture related to the 11.75% Series A Senior
Secured Notes due 2006 and the Notice of Cash Dividend and Limited Right to
Convert, the undersigned Holder of Series A Notes hereby irrevocably elects to
convert an aggregate unpaid principal amount of Series A Notes equal to
$______________ (to be completed by Holder) into shares of Series __ Redeemable
Cumulative Preferred Stock of the Company (such two series of preferred stock
collectively referred to as the "NOTEHOLDER PREFERRED STOCK"), such amount to be
subject to reduction by the Company in accordance with the terms of the Notice
of Cash Dividend and Limited Right to Convert, and directs that the shares
issuable and deliverable upon conversion, together with any check in payment for
fractional shares, be issued in the name of and delivered to the undersigned
registered Holder hereof. By executing this Notice of Election to Convert, the
Holder also acknowledges and agrees to the partial redemption of each share of
Noteholder Preferred Stock issuable to such Holder upon conversion of such
Holders' Notes. Such redemption is to be effected upon the payment date of the
related cash dividend and otherwise in accordance with the applicable Articles
Supplementary for the applicable series of Noteholder Preferred Stock.

Dated:  __________________


Aggregate Unpaid Principal Amount of Series A Notes held by Holder:
$_____________________ [AMOUNT TO BE COMPLETED BY THE COMPANY.]


                                       -----------------------------------------
                                       Signature of Holder (for conversion only)


                                      C-3
<PAGE>


                                  SCHEDULE 1.01

                             LOSS THRESHOLD AMOUNTS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
                FOR THE QUARTER ENDING                    LOSS THRESHOLD AMOUNT
--------------------------------------------------------------------------------------------
<S>                                                     <C>
June 30, 2001                                                $15,700,000
--------------------------------------------------------------------------------------------
September 30, 2001                                           $24,700,000
--------------------------------------------------------------------------------------------
December 31, 2001                                            $30,500,000
--------------------------------------------------------------------------------------------
March 31, 2002                                               $35,800,000
--------------------------------------------------------------------------------------------
June 30, 2002                                                $41,100,000
--------------------------------------------------------------------------------------------
September 30, 2002                                           $46,300,000
--------------------------------------------------------------------------------------------
December 31, 2002                                            $51,200,000
--------------------------------------------------------------------------------------------
March 31, 2003                                               $55,900,000
--------------------------------------------------------------------------------------------
June 30, 2003                                                $60,400,000
--------------------------------------------------------------------------------------------
September 30, 2003                                           $64,800,000
--------------------------------------------------------------------------------------------
December 31, 2003                                            $69,000,000
--------------------------------------------------------------------------------------------
March 31, 2004                                               $73,000,000
--------------------------------------------------------------------------------------------
June 30, 2004                                                $76,700,000
--------------------------------------------------------------------------------------------
September 30, 2004                                           $79,800,000
--------------------------------------------------------------------------------------------
December 31, 2004                                            $81,900,000
--------------------------------------------------------------------------------------------
March 31, 2005                                               $83,700,000
--------------------------------------------------------------------------------------------
June 30, 2005                                                $85,500,000
--------------------------------------------------------------------------------------------
September 30, 2005                                           $87,200,000
--------------------------------------------------------------------------------------------
December 31, 2005                                            $89,000,000
--------------------------------------------------------------------------------------------
March 31, 2006                                               $90,700,000
--------------------------------------------------------------------------------------------
</TABLE>







<PAGE>


                                  SCHEDULE 4.16

                            MINIMUM EXCESS CASH FLOW

<TABLE>
<CAPTION>
                        PERIOD AND
                    PERIOD ENDING DATE                                       MINIMUM EXCESS CASH FLOW
                    ------------------                                       -------------------------
<S>                                                                        <C>
       3 months ended September 30, 2001                                             $ 2,267,000
       6 months ended December 31, 2001                                              $ 4,581,000
       9 months ended March 31, 2002                                                 $ 6,944,000
       12 months ended June 30, 2002                                                 $ 9,355,000

       12 months ended September 30, 2002                                            $ 9,550,000
       12 months ended December 31, 2002                                             $ 9,749,000
       12 months ended March 31, 2003                                                $ 9,952,000
       12 months ended June 30, 2003                                                 $10,159,000

       12 months ended September 30, 2003                                            $10,371,000
       12 months ended December 31, 2003                                             $10,587,000
       12 months ended March 31, 2004                                                $10,807,000
       12 months ended June 30, 2004                                                 $11,032,000

       12 months ended September 30, 2004                                            $11,262,000
       12 months ended December 31, 2004                                             $11,497,000
       12 months ended March 31, 2005                                                $11,736,000
       12 months ended June 30, 2005                                                 $11,981,000

       12 months ended September 30, 2005                                            $12,230,000
       12 months ended December 31, 2005                                             $12,485,000
       12 months ended March 31, 2006                                                $12,745,000

</TABLE>

<PAGE>


                                 SCHEDULE 10.02

                                REQUIRED FILINGS


1.       The Company

         Filing in the office of the Maryland State Department of Assessments
         and Taxation

2.       CRIIMI MAE Management Inc.

         Filing in the office of the Maryland State Department of Assessments
         and Taxation

3.       CM Mallers Building, Inc.

         Filing in the office of the Maryland State Department of Assessments
         and Taxation