bmnm10q09302008ex10_19.htm


    
       

      
        
          Exhibit
10.19

        

      

    


    


    


    


    


    


    BIMINI
MORTGAGE MANAGEMENT, INC.,

    as
Issuer

    


    


    


    


    


    


    INDENTURE

    Dated
as of October 5, 2005

    


     

    WILMINGTON
TRUST COMPANY,

    as
Trustee

    


    


    


    


    FIXED/FLOATING
RATE JUNIOR SUBORDINATED DEBENTURES

    
 

    


    DUE
2035

    



    
      
        
          


          1235483.1

          Bimini
Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    Page

    
      	
              ARTICLE
      I. DEFINITIONS1

            	
              1

            
	
              Section
      1.1.

            	
              Definitions.

            	
              1

            
	
              ARTICLE
      II. DEBENTURES

            	
              7

            
	
              Section
      2.1.

            	
              Authentication
      and Dating.

            	
              7

            
	
              Section
      2.2.

            	
              Form
      of Trustee’s Certificate of Authentication.

            	
              8

            
	
              Section
      2.3.

            	
              Form
      and Denomination of Debentures.

            	
              8

            
	
              Section
      2.4.

            	
              Execution
      of Debentures.

            	
              8

            
	
              Section
      2.5.

            	
              Exchange
      and Registration of Transfer of Debentures.

            	
              9

            
	
              Section
      2.6.

            	
              Mutilated,
      Destroyed, Lost or Stolen Debentures.

            	
              11

            
	
              Section
      2.7.

            	
              Temporary
      Debentures.

            	
              11

            
	
              Section
      2.8.

            	
              Payment
      of Interest and Additional Interest.

            	
              12

            
	
              Section
      2.9.

            	
              Cancellation
      of Debentures Paid, etc.

            	
              13

            
	
              Section
      2.10.

            	
              Computation
      of Interest.

            	
              13

            
	
              Section
      2.11.

            	
              Reserved.

            	
              14

            
	
              Section
      2.12.

            	
              CUSIP
      Numbers.

            	
              14

            
	
              ARTICLE
      III. PARTICULAR COVENANTS OF THE COMPANY

            	
              15

            
	
              Section
      3.1.

            	
              Payment
      of Principal, Premium and Interest; Agreed Treatment of the
      Debentures.

            	
              15

            
	
              Section
      3.2.

            	
              Offices
      for Notices and Payments, etc.

            	
              15

            
	
              Section
      3.3.

            	
              Appointments
      to Fill Vacancies in Trustee’s Office.

            	
              15

            
	
              Section
      3.4.

            	
              Provision
      as to Paying Agent.

            	
              16

            
	
              Section
      3.5.

            	
              Certificate
      to Trustee.

            	
              16

            
	
              Section
      3.6.

            	
              Additional
      Sums.

            	
              17

            
	
              Section
      3.7.

            	
              Compliance
      with Consolidation Provisions.

            	
              17

            
	
              Section
      3.8.

            	
              Limitation
      on Dividends.

            	
              17

            
	
              Section
      3.9.

            	
              Covenants
      as to the Trust.

            	
              17

            
	
              ARTICLE
      IV. SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND THE
      TRUSTEE

            	
              18

            
	
              Section
      4.1.

            	
              Securityholders’
      Lists.

            	
              18

            
	
              Section
      4.2.

            	
              Preservation
      and Disclosure of Lists.

            	
              18

            
	
              ARTICLE
      V. REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS UPON AN EVENT OF
      DEFAULT

            	
              19

            
	
              Section
      5.1.

            	
              Events
      of Default.

            	
              19

            
	
              Section
      5.2.

            	
              Payment
      of Debentures on Default; Suit Therefor.

            	
              20

            
	
              Section
      5.3.

            	
              Application
      of Moneys Collected by Trustee.

            	
              22

            
	
              Section
      5.4.

            	
              Proceedings
      by Securityholders.

            	
              22

            
	
              Section
      5.5.

            	
              Proceedings
      by Trustee.

            	
              23

            
	
              Section
      5.6.

            	
              Remedies
      Cumulative and Continuing; Delay or Omission Not a Waiver.

            	
              23

            
	
              Section
      5.7.

            	
              Direction
      of Proceedings and Waiver of Defaults by Majority of
      Securityholders.

            	
              23

            
	
              Section
      5.8.

            	
              Notice
      of Defaults.

            	
              24

            
	
              Section
      5.9.

            	
              Undertaking
      to Pay Costs.

            	
              24

            
	
              ARTICLE
      VI. CONCERNING THE TRUSTEE

            	
              24

            
	
              Section
      6.1.

            	
              Duties
      and Responsibilities of Trustee.

            	
              24

            
	
              Section
      6.2.

            	
              Reliance
      on Documents, Opinions, etc.

            	
              25

            
	
              Section
      6.3.

            	
              No
      Responsibility for Recitals, etc.

            	
              26

            
	
              Section
      6.4.

            	
              Trustee,
      Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
      Debentures.

            	
              26

            
	
              Section
      6.5.

            	
              Moneys
      to be Held in Trust.

            	
              26

            
	
              Section
      6.6.

            	
              Compensation
      and Expenses of Trustee.

            	
              26

            
	
              Section
      6.7.

            	
              Officers’
      Certificate as Evidence.

            	
              27

            
	
              Section
      6.8.

            	
              Eligibility
      of Trustee.

            	
              27

            
	
              Section
      6.9.

            	
              Resignation
      or Removal of Trustee

            	
              28

            
	
              Section
      6.10.

            	
              Acceptance
      by Successor Trustee.

            	
              29

            
	
              Section
      6.11.

            	
              Succession
      by Merger, etc.

            	
              29

            
	
              Section
      6.12.

            	
              Authenticating
      Agents.

            	
              30

            
	
              ARTICLE
      VII. CONCERNING THE SECURITYHOLDERS

            	
              31

            
	
              Section
      7.1.

            	
              Action
      by Securityholders.

            	
              31

            
	
              Section
      7.2.

            	
              Proof
      of Execution by Securityholders.

            	
              31

            
	
              Section
      7.3.

            	
              Who
      Are Deemed Absolute Owners.

            	
              31

            
	
              Section
      7.4.

            	
              Debentures
      Owned by Company Deemed Not Outstanding.

            	
              32

            
	
              Section
      7.5.

            	
              Revocation
      of Consents; Future Holders Bound.

            	
              32

            
	
              ARTICLE
      VIII. SECURITYHOLDERS’ MEETINGS

            	
              32

            
	
              Section
      8.1.

            	
              Purposes
      of Meetings.

            	
              32

            
	
              Section
      8.2.

            	
              Call
      of Meetings by Trustee.

            	
              33

            
	
              Section
      8.3.

            	
              Call
      of Meetings by Company or Securityholders.

            	
              33

            
	
              Section
      8.4.

            	
              Qualifications
      for Voting.

            	
              33

            
	
              Section
      8.5.

            	
              Regulations.

            	
              33

            
	
              Section
      8.6.

            	
              Voting.

            	
              33

            
	
              Section
      8.7.

            	
              Quorum;
      Actions.

            	
              34

            
	
              ARTICLE
      IX. SUPPLEMENTAL INDENTURES

            	
              34

            
	
              Section
      9.1.

            	
              Supplemental
      Indentures without Consent of Securityholders.

            	
              34

            
	
              Section
      9.2.

            	
              Supplemental
      Indentures with Consent of Securityholders.

            	
              36

            
	
              Section
      9.3.

            	
              Effect
      of Supplemental Indentures.

            	
              36

            
	
              Section
      9.4.

            	
              Notation
      on Debentures.

            	
              37

            
	
              Section
      9.5.

            	
              Evidence
      of Compliance of Supplemental Indenture to be Furnished to
      Trustee.

            	
              37

            
	
              ARTICLE
      X. REDEMPTION OF SECURITIES

            	
              37

            
	
              Section
      10.1.

            	
              Optional
      Redemption.

            	
              37

            
	
              Section
      10.2.

            	
              Special
      Event Redemption.

            	
              37

            
	
              Section
      10.3.

            	
              Notice
      of Redemption; Selection of Debentures.

            	
              37

            
	
              Section
      10.4.

            	
              Payment
      of Debentures Called for Redemption.

            	
              38

            
	
              ARTICLE
      XI. CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE

            	
              38

            
	
              Section
      11.1.

            	
              Company
      May Consolidate, etc., on Certain Terms.

            	
              38

            
	
              Section
      11.2.

            	
              Successor
      Entity to be Substituted.

            	
              39

            
	
              Section
      11.3.

            	
              Opinion
      of Counsel to be Given to Trustee.

            	
              39

            
	
              ARTICLE
      XII. SATISFACTION AND DISCHARGE OF INDENTURE

            	
              39

            
	
              Section
      12.1.

            	
              Discharge
      of Indenture.

            	
              39

            
	
              Section
      12.2.

            	
              Deposited
      Moneys to be Held in Trust by Trustee.

            	
              40

            
	
              Section
      12.3.

            	
              Paying
      Agent to Repay Moneys Held.

            	
              40

            
	
              Section
      12.4.

            	
              Return
      of Unclaimed Moneys.

            	
              40

            
	
              ARTICLE
      XIII. IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
      DIRECTORS

            	
              40

            
	
              Section
      13.1.

            	
              Indenture
      and Debentures Solely Corporate Obligations.

            	
              40

            
	
              ARTICLE
      XIV. MISCELLANEOUS PROVISIONS

            	
              41

            
	
              Section
      14.1.

            	
              Successors.

            	
              41

            
	
              Section
      14.2.

            	
              Official
      Acts by Successor Entity.

            	
              41

            
	
              Section
      14.3.

            	
              Surrender
      of Company Powers.

            	
              41

            
	
              Section
      14.4.

            	
              Addresses
      for Notices, etc.

            	
              41

            
	
              Section
      14.5.

            	
              Governing
      Law.

            	
              41

            
	
              Section
      14.6.

            	
              Evidence
      of Compliance with Conditions Precedent.

            	
              41

            
	
              Section
      14.7.

            	
              Table
      of Contents, Headings, etc.

            	
              42

            
	
              Section
      14.8.

            	
              Execution
      in Counterparts.

            	
              42

            
	
              Section
      14.9.

            	
              Separability.

            	
              42

            
	
              Section
      14.10.

            	
              Assignment.

            	
              42

            
	
              Section
      14.11.

            	
              Acknowledgment
      of Rights.

            	
              42

            
	
              ARTICLE
      XV. SUBORDINATION OF DEBENTURES

            	
              42

            
	
              Section
      15.1.

            	
              Agreement
      to Subordinate.

            	
              42

            
	
              Section
      15.2.

            	
              Default
      on Senior Indebtedness.

            	
              43

            
	
              Section
      15.3.

            	
              Liquidation,
      Dissolution, Bankruptcy.

            	
              43

            
	
              Section
      15.4.

            	
              Subrogation.

            	
              44

            
	
              Section
      15.5.

            	
              Trustee
      to Effectuate Subordination.

            	
              45

            
	
              Section
      15.6.

            	
              Notice
      by the Company.

            	
              45

            
	
              Section
      15.7.

            	
              Rights
      of the Trustee; Holders of Senior Indebtedness.

            	
              45

            
	
              Section
      15.8.

            	
              Subordination
      May Not Be Impaired.

            	
              46

            
	 
      	 
      	 
      
	
              Exhibit
      A

            	
              Form
      of Fixed/Floating Rate Junior Subordinated Debenture

            	 
      
	
              Exhibit
      B

            	
              Form
      of Certificate to Trustee

            	 
      


    

    



    
      
        
           

          1235483.1

          Bimini
Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    THIS
INDENTURE, dated as of October 5, 2005, between Bimini Mortgage Management,
Inc., a Maryland corporation (the “Company”), and
Wilmington Trust Company, a Delaware banking corporation, as debenture trustee
(the “Trustee”).

     

    WITNESSETH:

     

    WHEREAS,
for its lawful corporate purposes, the Company has duly authorized the issuance
of its Fixed/Floating Rate Junior Subordinated Debentures due 2035 (the “Debentures”) under
this Indenture to provide, among other things, for the execution and
authentication, delivery and administration thereof, and the Company has duly
authorized the execution of this Indenture; and

     

    WHEREAS,
all acts and things necessary to make this Indenture a valid agreement according
to its terms, have been done and performed;

     

    NOW,
THEREFORE, This Indenture Witnesseth:

     

    In
consideration of the premises, and the purchase of the Debentures by the holders
thereof, the Company covenants and agrees with the Trustee for the equal and
proportionate benefit of the respective holders from time to time of the
Debentures as follows:

     

    ARTICLE
I.

     

    DEFINITIONS

     

    Section
1.1.                                Definitions.  

     

    The terms
defined in this Section 1.1 (except as herein otherwise expressly provided
or unless the context otherwise requires) for all purposes of this Indenture and
of any indenture supplemental hereto shall have the respective meanings
specified in this Section 1.1.  All accounting terms used herein
and not expressly defined shall have the meanings assigned to such terms in
accordance with generally accepted accounting principles and the term “generally
accepted accounting principles” means such accounting principles as are
generally accepted in the United States at the time of any
computation.  The words “herein,” “hereof” and “hereunder” and other
words of similar import refer to this Indenture as a whole and not to any
particular Article, Section or other subdivision.

     

    “Additional Interest”
means the interest, if any, that shall accrue on any amounts payable on the
Debenture, the payment of which has not been made on the applicable Interest
Payment Date or otherwise and which shall accrue at the rate per annum specified
or determined as set forth in Section 2.8, in each case to the extent
legally enforceable.

     

    “Additional Sums” has
the meaning set forth in Section 3.6.

     

    “Affiliate” has the
same meaning as given to that term in Rule 405 of the Securities Act or any
successor rule thereunder.

     

    “Authenticating Agent”
means any agent or agents of the Trustee which at the time shall be appointed
and acting pursuant to Section 6.12.

     

    “Bankruptcy Law” means
Title 11, U.S. Code, or any similar federal or state law for the relief of
debtors.

     

    “Board of Directors”
means the board of directors or the executive committee or any other duly
authorized designated officers of the Company.

     

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

     

    “Business Day” means
any day other than a Saturday, Sunday or any other day on which banking
institutions in New York City or Wilmington, Delaware are permitted or required
by any applicable law or executive order to close.

     


    
      
        
           

          1235483.1

          Bimini
Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Capital Securities”
means undivided beneficial interests in the assets of the Trust which rank pari passu with Common Securities
issued by the Trust; provided, however, that upon
the occurrence and continuance of an Event of Default (as defined in the
Declaration), the rights of holders of such Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of such Capital
Securities.

     

    “Certificate” means a
certificate signed by any one of the principal executive officer, the principal
financial officer or the principal accounting officer of the
Company.

     

    “Common Securities”
means undivided beneficial interests in the assets of the Trust which rank pari passu with Capital
Securities issued by the Trust; provided, however, that upon
the occurrence and continuance of an Event of Default (as defined in the
Declaration), the rights of holders of such Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of such Capital
Securities.

     

    “Company” means Bimini
Mortgage Management, Inc., a Maryland corporation, and, subject to the
provisions of Article XI, shall include its successors and
assigns.

     

    “Comparable Treasury
Issue” means with respect to any Special Redemption Date the United
States Treasury security selected by the Quotation Agent as having a maturity
comparable to the Fixed Rate Period Remaining Life that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
Fixed Rate Period Remaining Life.  If no United States Treasury
security has a maturity which is within a period from three months before to
three months after the Interest Payment Date in December 2010, the two most
closely corresponding fixed, non-callable United States Treasury securities, as
selected by the Quotation Agent, shall be used as the Comparable Treasury Issue,
and the Treasury Rate shall be interpolated or extrapolated on a straight-line
basis, rounding to the nearest month using such securities.

     

    “Comparable Treasury
Price” means (a) the average of five Reference Treasury Dealer Quotations
for such Special Redemption Date, after excluding the highest and lowest such
Reference Treasury Dealer Quotations, or (b) if the Quotation Agent obtains
fewer than five such Reference Treasury Dealer Quotations, the average of all
such Quotations.

     

    “Coupon Rate” has the
meaning set forth in Section 2.8.

     

    “Debenture” or “Debentures” has the
meaning stated in the first recital of this Indenture.

     

    “Debenture Register”
has the meaning specified in Section 2.5.

     

    “Declaration” means
the Amended and Restated Declaration of Trust of the Trust, as amended or
supplemented from time to time.

     

    “Default” means any
event, act or condition that with notice or lapse of time, or both, would
constitute an Event of Default.

     

    “Defaulted Interest”
has the meaning set forth in Section 2.8.

     

    “Distribution Period”
means (i) with respect to interest paid on the first Interest Payment Date,
the period beginning on (and including) the date of original issuance and ending
on (but excluding) the Interest Payment Date in December 2005 and
(ii) thereafter, with respect to interest paid on each successive Interest
Payment Date, the period beginning on (and including) the preceding Interest
Payment Date and ending on (but excluding) such current Interest Payment
Date.

     

    “Determination Date”
has the meaning set forth in Section 2.10.

     

    “Event of Default”
means any event specified in Section 5.1, continued for the period of time,
if any, and after the giving of the notice, if any, therein
designated.

     


    
      
        
           

          1235483.1

          Bimini
Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Fixed Rate Period Remaining
Life” means, with respect to any Debenture, the period from the Special
Redemption Date for such Debenture to the Interest Payment Date in December
2010.

     

    “Indenture” means this
instrument as originally executed or, if amended or supplemented as herein
provided, as so amended or supplemented, or both.

     

    “Institutional
Trustee” has the meaning set forth in the Declaration.

     

    “Interest Payment
Date” means March 15, June 15, September 15 and
December 15 of each year during the term of this Indenture, or if such day
is not a Business Day, then the next succeeding Business Day, commencing in
December 2005.

     

    “Interest Rate” means
for the Distribution Period beginning on (and including) the date of original
issuance and ending on (but excluding) the Interest Payment Date in December
2010 the rate per annum of 7.8575%, and for each Distribution Period beginning
on or after the Interest Payment Date in December 2010, the Coupon Rate for such
Distribution Period.

     

    “Investment Company
Event” means the receipt by the Company and the Trust of an opinion of
counsel experienced in such matters to the effect that, as a result of the
occurrence of a change in law or regulation or written change (including any
announced prospective change) in interpretation or application of law or
regulation by any legislative body, court, governmental agency or regulatory
authority, there is more than an insubstantial risk that the Trust is or, within
90 days of the date of such opinion will be considered an “investment company”
that is required to be registered under the Investment Company Act of 1940, as
amended which change or prospective change becomes effective or would become
effective, as the case may be, on or after the date of the issuance of the
Debentures.

     

    “Liquidation Amount”
means the stated amount of $1,000.00 per Trust Security.

     

    “Maturity Date” means
December 15, 2035.

     

    “Officers’
Certificate” means a certificate signed by the Chairman of the Board, the
Chief Executive Officer, the Vice Chairman, the President, any Managing Director
or any Vice President, and by the Treasurer, an Assistant Treasurer, the
Comptroller, an Assistant Comptroller, the Secretary or an Assistant Secretary
of the Company, and delivered to the Trustee.  Each such certificate
shall include the statements provided for in Section 14.6 if and to the
extent required by the provisions of such Section.

     

    “Opinion of Counsel”
means an opinion in writing signed by legal counsel, who may be an employee of
or counsel to the Company, or may be other counsel reasonably satisfactory to
the Trustee.  Each such opinion shall include the statements provided
for in Section 14.6 if and to the extent required by the provisions of such
Section.

     

    The term
“outstanding,”
when used with reference to Debentures, means, subject to the provisions of
Section 7.4, as of any particular time, all Debentures authenticated and
delivered by the Trustee or the Authenticating Agent under this Indenture,
except:

     

    (a)           Debentures
theretofore canceled by the Trustee or the Authenticating Agent or delivered to
the Trustee for cancellation;

     

    (b)           Debentures,
or portions thereof, for the payment or redemption of which moneys in the
necessary amount shall have been deposited in trust with the Trustee or with any
paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying
agent); provided, however, that, if
such Debentures, or portions thereof, are to be redeemed prior to maturity
thereof, notice of such redemption shall have been given as provided in
Section 10.3 or provision satisfactory to the Trustee shall have been made
for giving such notice; and

     

    (c)           Debentures
paid pursuant to Section 2.6 or in lieu of or in substitution for which
other Debentures shall have been authenticated and delivered pursuant to the
terms of Section 2.6 unless proof satisfactory to the Company and the
Trustee is presented that any such Debentures are held by bona fide holders in
due course.

     


    
      
        
           

          1235483.1

          Bimini
Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    “Person” means any
individual, corporation, limited liability company, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

     

    “Predecessor Security”
of any particular Debenture means every previous Debenture evidencing all or a
portion of the same debt as that evidenced by such particular Debenture; and,
for purposes of this definition, any Debenture authenticated and delivered under
Section 2.6 in lieu of a lost, destroyed or stolen Debenture shall be
deemed to evidence the same debt as the lost, destroyed or stolen
Debenture.

     

    “Primary Treasury
Dealer” means either a nationally recognized primary United States
Government securities dealer or an entity of recognized standing in matters
pertaining to the quotation of treasury securities that is reasonably acceptable
to the Company and the Trustee.

     

    “Principal Office of the
Trustee,” or other similar term, means the office of the Trustee, at
which at any particular time its corporate trust business shall be principally
administered, which at the time of the execution of this Indenture shall be
Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-1600, Attention: Corporate Trust
Administration.

     

    “Quotation Agent”
means a designee of the Institutional Trustee who shall be a Primary Treasury
Dealer.

     

    “Redemption Date” has
the meaning set forth in Section 10.1.

     

    “Redemption Price”
means 100% of the principal amount of the Debentures being redeemed, plus
accrued and unpaid interest (including any Additional Interest) on such
Debentures to the Redemption Date.

     

    “Reference Treasury
Dealer” means (i) the Quotation Agent and (ii) any other Primary Treasury
Dealer selected by the Trustee after consultation with the Company.

     

    “Reference Treasury Dealer
Quotations” means, with respect to each Reference Treasury Dealer and any
Redemption Date, the average, as determined by the Quotation Agent, of the bid
and asked prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Quotation Agent by
such Reference Treasury Dealer at 5:00 p.m., New York City time, on the third
Business Day preceding such Redemption Date.

     

    “Responsible Officer”
means, with respect to the Trustee, any officer within the Principal Office of
the Trustee, including any vice-president, any assistant vice-president, any
secretary, any assistant secretary, the treasurer, any assistant treasurer, any
trust officer or other officer of the Principal Trust Office 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 that
officer’s knowledge of and familiarity with the particular subject.

     

    “Securities Act” means
the Securities Act of 1933, as amended from time to time or any successor
legislation.

     

    “Securityholder,”
“holder of Debentures,” or other similar terms, means any Person in whose name
at the time a particular Debenture is registered on the register kept by the
Company or the Trustee for that purpose in accordance with the terms
hereof.

     

    “Senior Indebtedness”
means, with respect to the Company, (i) the principal, premium, if any, and
interest in respect of (A) indebtedness of the Company for all borrowed and
purchased money and (B) indebtedness evidenced by securities, debentures,
notes, bonds or other similar instruments issued by the Company; (ii) all
capital lease obligations of the Company; (iii) all obligations of the
Company issued or assumed as the deferred purchase price of property, all
conditional sale obligations of the Company and all obligations of the Company
under any title retention agreement; (iv) all obligations of the Company
for the reimbursement of any letter of credit, any banker’s acceptance, any
security purchase

     


    
      
        
           

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    facility,
any repurchase agreement or similar arrangement, any interest rate swap, any
other hedging arrangement, any obligation under options or any similar credit or
other transaction; (v) all obligations of the Company associated with
derivative products such as interest and foreign exchange rate contracts,
commodity contracts, and similar arrangements; (vi) all obligations of the
type referred to in clauses (i) through (v) above of other Persons for the
payment of which the Company is responsible or liable as obligor, guarantor or
otherwise including, without limitation, similar obligations arising from
off-balance sheet guarantees and direct credit substitutes; and (vii) all
obligations of the type referred to in clauses (i) through (vi) above of
other Persons secured by any lien on any property or asset of the Company
(whether or not such obligation is assumed by the Company), whether incurred on
or prior to the date of this Indenture or thereafter
incurred.  Notwithstanding the foregoing, “Senior Indebtedness” shall
not include (1) Debentures issued pursuant to this Indenture and guarantees
in respect of such Debentures, (2) obligations with respect to which in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligations are pari passu, junior or
otherwise not superior in right of payment to the Debentures, (3) trade amounts
payable or other accrued liabilities arising in the ordinary course of business,
or (4) obligations issued to any trust other than the Trust (or a trustee of any
such trust) in connection with the issuance by such trust of trust preferred
securities and the issuance of debentures by the Company or any of its
subsidiaries pursuant to an instrument that, by its terms, rank pari passu with or junior in
right of payment to this Indenture.  Senior Indebtedness shall
continue to be Senior Indebtedness and be entitled to the subordination
provisions irrespective of any amendment, modification or waiver of any term of
such Senior Indebtedness.

     

    “Special Event” means
either an Investment Company Event or a Tax Event.

     

    “Special Redemption
Date” has the meaning set forth in Section
10.2.

     

    “Special Redemption
Price” means (a) if the Special Redemption Date occurs before the
Interest Payment Date in December 2010, the greater of (i) 107.5% of the
principal amount of the Debentures, plus accrued and unpaid interest (including
Additional Interest) on the Debentures to the Special Redemption Date, or
(ii) as determined by the Quotation Agent, (A) the sum of the present
values of the scheduled payments of principal and interest on the Debentures
during the Fixed Rate Period Remaining Life of the Debentures (assuming the
Debentures matured on the Interest Payment Date in December 2010) discounted to
the Special Redemption Date on a quarterly basis (assuming a 360-day year
consisting of twelve 30-day months) at the Treasury Rate, plus (B) accrued
and unpaid interest (including Additional Interest) on the Debentures to such
Special Redemption Date, or (b) if the Special Redemption Date occurs on or
after the Interest Payment Date in December 2010, 100% of the principal amount
of the Debentures being redeemed, plus accrued and unpaid interest (including
any Additional Interest) on such Debentures to the Special Redemption
Date.

     

    “Subsidiary” means
with respect to any Person, (i) any corporation at least a majority of the
outstanding voting stock of which is owned, directly or indirectly, by such
Person or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries, (ii) any general partnership, joint venture or similar
entity, at least a majority of the outstanding partnership or similar interests
of which shall at the time be owned by such Person, or by one or more of its
Subsidiaries, or by such Person and one or more of its Subsidiaries and
(iii) any limited partnership of which such Person or any of its
Subsidiaries is a general partner.  For the purposes of this
definition, “voting stock” means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

     

    “Tax Event” means the
receipt by the Company and the Trust of an opinion of counsel experienced in
such matters to the effect that, as a result of any amendment to or change
(including any announced prospective change) in the laws or any regulations
thereunder of the United States or any political subdivision or taxing authority
thereof or therein, or as a result of any official administrative

     


    
      
        
           

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    pronouncement
(including any private letter ruling, technical advice memorandum, field service
advice, regulatory procedure, notice or announcement, including any notice or
announcement of intent to adopt such procedures or regulations) (an “Administrative
Action”) or judicial decision interpreting or applying such laws or
regulations, regardless of whether such Administrative Action or judicial
decision is issued to or in connection with a proceeding involving the Company
or the Trust and whether or not subject to review or appeal, which amendment,
clarification, change, Administrative Action or decision is enacted, promulgated
or announced, in each case on or after the date of original issuance of the
Debentures, there is more than an insubstantial risk
that:  (i) the Trust is, or will be within 90 days of the
date of such opinion, subject to United States federal income tax with respect
to income received or accrued on the Debentures; (ii) interest payable by
the Company on the Debentures is not, or within 90 days of the date of such
opinion, will not be, deductible by the Company, in whole or in part, for United
States federal income tax purposes; or (iii) the Trust is, or will be
within 90 days of the date of such opinion, subject to more than a de
minimis amount of other taxes, duties or other governmental
charges.

     

    “3-Month LIBOR” has
the meaning set forth in Section 2.10.

     

    “Telerate Page 3750”
has the meaning set forth in Section 2.10.

     

    “Treasury Rate” means
(i) the yield, under the heading which represents the average for the week
immediately prior to the date of calculation, appearing in the most recently
published statistical release designated H.15 (519) or any successor publication
which is published weekly by the Federal Reserve and which establishes yields on
actively traded United States Treasury securities adjusted to constant maturity
under the caption “Treasury Constant Maturities,” for the maturity corresponding
to the Fixed Rate Period Remaining Life (if no maturity is within three months
before or after the Fixed Rate Period Remaining Life, yields for the two
published maturities most closely corresponding to the Fixed Rate Period
Remaining Life shall be determined and the Treasury Rate shall be interpolated
or extrapolated from such yields on a straight-line basis, rounding to the
nearest month) or (ii) if such release (or any successor release) is not
published during the week preceding the calculation date or does not contain
such yields, the rate per annum equal to the semi-annual equivalent yield to
maturity of the Comparable Treasury Issue, calculated using a price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Treasury Price for such Special Redemption
Date.  The Treasury Rate shall be calculated by the Quotation Agent on
the third Business Day preceding the Special Redemption Date.

     

    “Trust” shall mean
Bimini Capital Trust II, a Delaware statutory trust, or any other similar
trust created for the purpose of issuing Capital Securities in connection with
the issuance of Debentures under this Indenture, of which the Company is the
sponsor.

     

    “Trust Securities”
means Common Securities and Capital Securities of the Trust.

     

    “Trustee” means
Wilmington Trust Company, and, subject to the provisions of Article VI
hereof, shall also include its successors and assigns as Trustee
hereunder.

     

    ARTICLE
II.

     

    DEBENTURES

     

    Section
2.1.                                Authentication and
Dating.  

     

    Upon the
execution and delivery of this Indenture, or from time to time thereafter,
Debentures in an aggregate principal amount not in excess of $51,547,000.00 may
be executed and delivered by the Company to the Trustee for authentication, and
the Trustee, upon receipt of a written authentication order from the Company,
shall thereupon authenticate and make available for delivery said Debentures to
or upon the written order of the Company, signed by its Chairman of the Board of
Directors, Chief Executive Officer, Vice Chairman, the President, Chief
Financial Officer, one of its Managing Directors or one of its Vice Presidents
without any further action by the Company hereunder.  Notwithstanding
anything to the contrary contained herein, the Trustee shall be fully protected
in relying upon the aforementioned authentication order and written order in
authenticating and delivering

     


    
      
        
           

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    said
Debentures.  In authenticating such Debentures, and accepting the
additional responsibilities under this Indenture in relation to such Debentures,
the Trustee shall be entitled to receive, and (subject to Section 6.1)
shall be fully protected in relying upon:

     

    (a)           a
copy of any Board Resolution or Board Resolutions relating thereto and, if
applicable, an appropriate record of any action taken pursuant to such
resolution, in each case certified by the Secretary or an Assistant Secretary of
the Company, as the case may be; and

     

    (b)           an
Opinion of Counsel prepared in accordance with Section 14.6 which shall
also state:

     

    (1)           that
such Debentures, when authenticated and delivered by the Trustee and issued by
the Company in each case in the manner and subject to any conditions specified
in such Opinion of Counsel, will constitute valid and legally binding
obligations of the Company, subject to or limited by applicable bankruptcy,
insolvency, reorganization, conservatorship, receivership, moratorium and other
statutory or decisional laws relating to or affecting creditors’ rights or the
reorganization of financial institutions (including, without limitation,
preference and fraudulent conveyance or transfer laws), heretofore or hereafter
enacted or in effect, affecting the rights of creditors generally;
and

     

    (2)           that
all laws and requirements in respect of the execution and delivery by the
Company of the Debentures have been materially complied with and that
authentication and delivery of the Debentures by the Trustee will not violate
the terms of this Indenture.

     

    The
Trustee shall have the right to decline to authenticate and deliver any
Debentures under this Section if the Trustee, being advised in writing by
counsel, determines that such action may not lawfully be taken or if a
Responsible Officer of the Trustee in good faith shall determine that such
action would expose the Trustee to personal liability to existing
holders.

     

    The
definitive Debentures shall be typed, printed, lithographed or engraved on steel
engraved borders or may be produced in any other manner, all as determined by
the officers executing such Debentures, as evidenced by their execution of such
Debentures.

     

    Section
2.2.                                Form of Trustee’s
Certificate of Authentication.  

     

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

     

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

     

    WILMINGTON
TRUST COMPANY, as Trustee

     

    By                                                                

     

    Authorized
Signer

     

    Section
2.3.                                Form and Denomination of
Debentures.  

     

    The
Debentures shall be substantially in the form of Exhibit A attached
hereto.  The Debentures shall be in registered, certificated form
without coupons and in minimum denominations of $100,000.00 and any multiple of
$1,000.00 in excess thereof.  Any attempted transfer of the Debentures
in a block having an aggregate principal amount of less than $100,000.00 shall
be deemed to be void and of no legal effect whatsoever.  Any such
purported transferee shall be deemed not to be a holder of such Debentures for
any purpose, including, but not limited to the receipt of payments on such
Debentures, and such purported transferee shall be deemed to have no interest
whatsoever in such Debentures.  The Debentures shall be numbered,
lettered, or otherwise distinguished in such manner or in accordance with such
plans as the officers executing the same may determine with the approval of the
Trustee as evidenced by the execution and authentication thereof.

     

    Section
2.4.                                Execution of
Debentures.  

     

    The
Debentures shall be signed in the name and on behalf of the Company by the
manual or facsimile signature of its Chairman of the Board of Directors, Chief
Executive Officer, Vice Chairman, President, Chief Financial Officer, one of its
Managing Directors or one of its

     


    
      
        
           

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    Executive
Vice Presidents, Senior Vice Presidents or Vice Presidents.  Only such
Debentures as shall bear thereon a certificate of authentication substantially
in the form herein before recited, executed by the Trustee or the Authenticating
Agent by the manual signature of an authorized signer, shall be entitled to the
benefits of this Indenture or be valid or obligatory for any
purpose.  Such certificate by the Trustee or the Authenticating Agent
upon any Debenture executed by the Company shall be conclusive evidence that the
Debenture so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture.

     

    In case
any officer of the Company who shall have signed any of the Debentures shall
cease to be such officer before the Debentures so signed shall have been
authenticated and delivered by the Trustee or the Authenticating Agent, or
disposed of by the Company, such Debentures nevertheless may be authenticated
and delivered or disposed of as though the Person who signed such Debentures had
not ceased to be such officer of the Company; and any Debenture may be signed on
behalf of the Company by such Persons as, at the actual date of the execution of
such Debenture, shall be the proper officers of the Company, although at the
date of the execution of this Indenture any such person was not such an
officer.

     

    Every
Debenture shall be dated the date of its authentication.

     

    Section
2.5.                                Exchange and Registration of
Transfer of Debentures.  

     

    The
Company shall cause to be kept, at the office or agency maintained for the
purpose of registration of transfer and for exchange as provided in
Section 3.2, a register (the “Debenture Register”)
for the Debentures issued hereunder in which, subject to such reasonable
regulations as it may prescribe, the Company shall provide for the registration
and transfer of all Debentures as in this Article II
provided.  The Debenture Register shall be in written form or in any
other form capable of being converted into written form within a reasonable
time.

     

    Debentures
to be exchanged may be surrendered at the Principal Office of the Trustee or at
any office or agency to be maintained by the Company for such purpose as
provided in Section 3.2, and the Company shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and make available for delivery in exchange therefor the Debenture
or Debentures which the Securityholder making the exchange shall be entitled to
receive.  Upon due presentment for registration of transfer of any
Debenture at the Principal Office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.2, the
Company shall execute, the Company or the Trustee shall register and the Trustee
or the Authenticating Agent shall authenticate and make available for delivery
in the name of the transferee or transferees a new Debenture for a like
aggregate principal amount.  Registration or registration of transfer
of any Debenture by the Trustee or by any agent of the Company appointed
pursuant to Section 3.2, and delivery of such Debenture, shall be deemed to
complete the registration or registration of transfer of such
Debenture.

     

    All
Debentures presented for registration of transfer or for exchange or payment
shall (if so required by the Company or the Trustee or the Authenticating Agent)
be duly endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to the Company and the Trustee or the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing.

     

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

     

    The
Company or the Trustee shall not be required to exchange or register a transfer
of any Debenture for a period of 15 days next preceding the date of
selection of Debentures for redemption.

     

    Notwithstanding
anything herein to the contrary, Debentures may not be transferred except in
compliance with the restricted securities legend set forth below, unless
otherwise determined by the Company, upon the advice of counsel expert in
securities law, in accordance with applicable law:

     


    
      
        
           

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    THIS
SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED
STATES OR ANY AGENCY OR FUND OF THE UNITED STATES, INCLUDING THE FEDERAL DEPOSIT
INSURANCE CORPORATION.

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A
NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY.

     

    THE HOLDER OF THIS SECURITY BY ITS
ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR OTHER PLAN OR ARRANGEMENT
SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN ENTITY WHOSE UNDERLYING ASSETS
INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT IN THE ENTITY, AND NO
PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR HOLD THE SECURITIES OR
ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR HOLDER IS ELIGIBLE FOR EXEMPTIVE
RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR PROHIBITED TRANSACTION CLASS
EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR ANOTHER APPLICABLE EXEMPTION OR
ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT PROHIBITED BY SECTION 406
OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO SUCH PURCHASE OR
HOLDING.  ANY PURCHASER OR HOLDER OF THE SECURITIES OR ANY INTEREST
THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF
THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF
SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH

     


    
      
        
           

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    PURCHASE
WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR
SECTION 4975 OF THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR
ADMINISTRATIVE EXEMPTION.

     

    THIS SECURITY WILL BE ISSUED AND MAY BE
TRANSFERRED ONLY IN BLOCKS HAVING AN AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN
$100,000.00 AND MULTIPLES OF $1,000.00 IN EXCESS THEREOF.  ANY
ATTEMPTED TRANSFER OF THIS SECURITY IN A BLOCK HAVING AN AGGREGATE PRINCIPAL
AMOUNT OF LESS THAN $100,000.00 SHALL BE DEEMED TO BE VOID AND OF NO LEGAL
EFFECT WHATSOEVER.

     

    THE HOLDER OF THIS SECURITY AGREES THAT
IT WILL COMPLY WITH THE FOREGOING RESTRICTIONS.

     

    Section
2.6.                                Mutilated, Destroyed, Lost
or Stolen Debentures.  

     

    In case
any Debenture shall become mutilated or be destroyed, lost or stolen, the
Company shall execute, and upon its written request the Trustee shall
authenticate and deliver, a new Debenture bearing a number not contemporaneously
outstanding, in exchange and substitution for the mutilated Debenture, or in
lieu of and in substitution for the Debenture so destroyed, lost or
stolen.  In every case the applicant for a substituted Debenture shall
furnish to the Company and the Trustee such security or indemnity as may be
required by them to save each of them harmless, and, in every case of
destruction, loss or theft, the applicant shall also furnish to the Company and
the Trustee evidence to their satisfaction of the destruction, loss or theft of
such Debenture and of the ownership thereof.

     

    The
Trustee may authenticate any such substituted Debenture and deliver the same
upon the written request or authorization of any officer of the
Company.  Upon the issuance of any substituted Debenture, the Company
may require the payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
expenses connected therewith.  In case any Debenture which has matured
or is about to mature or has been called for redemption in full shall become
mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a
substitute Debenture, pay or authorize the payment of the same (without
surrender thereof except in the case of a mutilated Debenture) if the applicant
for such payment shall furnish to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless and, in case
of destruction, loss or theft, evidence satisfactory to the Company and to the
Trustee of the destruction, loss or theft of such Debenture and of the ownership
thereof.

     

    Every
substituted Debenture issued pursuant to the provisions of this Section 2.6
by virtue of the fact that any such Debenture is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not
the destroyed, lost or stolen Debenture shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Debentures duly issued hereunder.  All Debentures
shall be held and owned upon the express condition that, to the extent permitted
by applicable law, the foregoing provisions are exclusive with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Debentures and
shall preclude any and all other rights or remedies notwithstanding any law or
statute existing or hereafter enacted to the contrary with respect to the
replacement or payment of negotiable instruments or other securities without
their surrender.

     

    Section
2.7.                                Temporary
Debentures.  

     

    Pending
the preparation of definitive Debentures, the Company may execute and the
Trustee shall authenticate and make available for delivery temporary Debentures
that are typed, printed or lithographed.  Temporary Debentures shall
be issuable in any authorized denomination, and substantially in the form of the
definitive Debentures in lieu of which they are issued but with such omissions,
insertions and variations as may be appropriate for temporary Debentures, all as
may be determined by the Company.  Every such temporary Debenture
shall be executed by the Company and be authenticated by the Trustee upon the
same conditions and in substantially the same manner, and with the same effect,
as the definitive Debentures.  Without unreasonable delay the Company
will execute and

     


    
      
        
           

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    deliver
to the Trustee or the Authenticating Agent definitive Debentures and thereupon
any or all temporary Debentures may be surrendered in exchange therefor, at the
principal corporate trust office of the Trustee or at any office or agency
maintained by the Company for such purpose as provided in Section 3.2, and
the Trustee or the Authenticating Agent shall authenticate and make available
for delivery in exchange for such temporary Debentures a like aggregate
principal amount of such definitive Debentures.  Such exchange shall
be made by the Company at its own expense and without any charge therefor except
that in case of any such exchange involving a registration of transfer the
Company may require payment of a sum sufficient to cover any tax, fee or other
governmental charge that may be imposed in relation thereto.  Until so
exchanged, the temporary Debentures shall in all respects be entitled to the
same benefits under this Indenture as definitive Debentures authenticated and
delivered hereunder.

     

    Section
2.8.                                Payment of Interest and
Additional Interest.  

     

    Interest
at the Interest Rate and any Additional Interest on any Debenture that is
payable, and is punctually paid or duly provided for, on any Interest Payment
Date for Debentures shall be paid to the Person in whose name said Debenture (or
one or more Predecessor Securities) is registered at the close of business on
the regular record date for such interest installment except that interest and
any Additional Interest payable on the Maturity Date shall be paid to the Person
to whom principal is paid.

     

    Each
Debenture shall bear interest for the period beginning on (and including) the
date of original issuance and ending on (but excluding) the Interest Payment
Date in December 2010 at a rate per annum of 7.8575%, and shall bear interest
for each successive Distribution Period beginning on or after the Interest
Payment Date in December 2010 at a rate per annum equal to the 3-Month LIBOR,
determined as described in Section 2.10, plus 3.50% (the “Coupon Rate”),
applied to the principal amount thereof, until the principal thereof becomes due
and payable; provided, however, that any
overdue principal, premium, if any, or Additional Sums and any overdue
installment of interest shall bear Additional Interest at the Interest Rate in
effect for each applicable period, compounded quarterly, from the dates such
amounts are due until they are paid or made available for payment, and such
interest shall be payable on demand.  Interest shall be payable
quarterly in arrears on each Interest Payment Date with the first installment of
interest to be paid on the Interest Payment Date in December 2005.

     

    Any
interest on any Debenture, including Additional Interest, that is payable, but
is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”)
shall forthwith cease to be payable to the registered holder on the relevant
regular record date by virtue of having been such holder; and such Defaulted
Interest shall be paid by the Company to the Persons in whose names such
Debentures (or their respective Predecessor Securities) are registered at the
close of business on a special record date for the payment of such Defaulted
Interest, which shall be fixed in the following manner: the Company shall notify
the Trustee in writing at least 25 days prior to the date of the proposed
payment of the amount of Defaulted Interest proposed to be paid on each such
Debenture and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee an amount of money equal to the aggregate amount
proposed to be paid in respect of such Defaulted Interest or shall make
arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the
benefit of the Persons entitled to such Defaulted Interest as in this clause
provided.  Thereupon the Trustee shall fix a special record date for
the payment of such Defaulted Interest which shall not be more than 15 nor less
than 10 days prior to the date of the proposed payment and not less than 10 days
after the receipt by the Trustee of the notice of the proposed
payment.  The Trustee shall promptly notify the Company of such
special record date and, in the name and at the expense of the Company, shall
cause notice of the proposed payment of such Defaulted Interest and the special
record date therefor to be mailed, first class postage prepaid, to each
Securityholder at its address as it appears in the Debenture Register, not less
than 10 days prior to such special record date.  Notice of the
proposed payment of such Defaulted Interest and the special record date therefor
having been mailed as aforesaid, such Defaulted Interest shall be paid to the
Persons in whose names such Debentures (or their respective Predecessor
Securities) are registered on such special record date and shall be no longer
payable.

     


    
      
        
           

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    The
Company may make payment of any Defaulted Interest on any Debentures in any
other lawful manner after notice given by the Company to the Trustee of the
proposed payment method; provided, however, the Trustee
in its reasonable discretion deems such payment method to be
practical.

     

    The term
“regular record date” as used in this Section shall mean the close of business
on the 15th Business Day preceding the applicable Interest Payment
Date.

     

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

     

    Section
2.9.                                Cancellation of Debentures
Paid, etc.  

     

    All
Debentures surrendered for the purpose of payment, redemption, exchange or
registration of transfer, shall, if surrendered to the Company or any paying
agent, be surrendered to the Trustee and promptly canceled by it, or, if
surrendered to the Trustee or any Authenticating Agent, shall be promptly
canceled by it, and no Debentures shall be issued in lieu thereof except as
expressly permitted by any of the provisions of this Indenture.  All
Debentures canceled by any Authenticating Agent shall be delivered to the
Trustee.  The Trustee shall destroy all canceled Debentures unless the
Company otherwise directs the Trustee in writing.  If the Company
shall acquire any of the Debentures, however, such acquisition shall not operate
as a redemption or satisfaction of the indebtedness represented by such
Debentures unless and until the same are surrendered to the Trustee for
cancellation.

     

    Section
2.10.                                Computation of
Interest.  

     

    The
amount of interest payable (i) for any Distribution Period commencing on or
after the date of original issuance but before the Interest Payment Date in
December 2010 will be computed on the basis of a 360-day year of twelve 30-day
months, and (ii) for the Distribution Period commencing on the Interest
Payment Date in December 2010 and each succeeding Distribution Period will be
calculated by applying the Interest Rate to the principal amount outstanding at
the commencement of the Distribution Period on the basis of the actual number of
days in the Distribution Period concerned divided by 360.  All
percentages resulting from any calculations on the Debentures will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts used
in or resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward)).

     

    (a)           “3-Month LIBOR” means
the London interbank offered interest rate for three-month, U.S. dollar deposits
determined by the Trustee in the following order of priority:

     

    (1)           the
rate (expressed as a percentage per annum) for U.S. dollar deposits having a
three-month maturity that appears on Telerate Page 3750 as of
11:00 a.m. (London time) on the related Determination Date (as defined
below).  “Telerate Page 3750” means the display designated as
“Page 3750” on the Moneyline Telerate Service or such other page as may
replace Page 3750 on that service or such other service or services as may
be nominated by the British Bankers’ Association as the information vendor for
the purpose of displaying London interbank offered rates for U.S. dollar
deposits;

     

    (2)           if
such rate cannot be identified on the related Determination Date, the Trustee
will request the principal London offices of four leading banks in the London
interbank market to provide such banks’ offered quotations (expressed as
percentages per annum) to prime banks in the London interbank market for U.S.
dollar deposits having a three-month maturity as of 11:00 a.m. (London
time) on such Determination Date.  If at least two quotations are
provided, 3-Month LIBOR will be the arithmetic mean of such
quotations;

     

    (3)           if
fewer than two such quotations are provided as requested in clause (2)
above, the Trustee will request four major New York City banks to provide such
banks’ offered quotations (expressed as percentages per annum) to leading
European banks for loans in U.S.

     


    
      
        
           

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    dollars
as of 11:00 a.m. (London time) on such Determination Date.  If at
least two such quotations are provided, 3-Month LIBOR will be the arithmetic
mean of such quotations; and

     

    (4)           if
fewer than two such quotations are provided as requested in clause (3)
above, 3-Month LIBOR will be a 3-Month LIBOR determined with respect to the
Distribution Period immediately preceding such current Distribution
Period.

     

    If the
rate for U.S. dollar deposits having a three-month maturity that initially
appears on Telerate Page 3750 as of 11:00 a.m. (London time) on the
related Determination Date is superseded on the Telerate Page 3750 by a
corrected rate by 12:00 noon (London time) on such Determination Date, then
the corrected rate as so substituted on the applicable page will be the
applicable 3-Month LIBOR for such Determination Date.

     

    (b)           The
Interest Rate for any Distribution Period will at no time be higher than the
maximum rate then permitted by New York law as the same may be modified by
United States law.

     

    (c)           “Determination Date”
means the date that is two London Banking Days (i.e., a business day in which
dealings in deposits in U.S. dollars are transacted in the London interbank
market) preceding the commencement of the particular Distribution Period for
which a Coupon Rate is being determined.

     

    (d)           The
Trustee shall notify the Company, the Institutional Trustee and any securities
exchange or interdealer quotation system on which the Capital Securities are
listed, of the Coupon Rate and the Determination Date for each Distribution
Period, in each case as soon as practicable after the determination thereof but
in no event later than the thirtieth (30th) day of the relevant Distribution
Period.  Failure to notify the Company, the Institutional Trustee or
any securities exchange or interdealer quotation system, or any defect in said
notice, shall not affect the obligation of the Company to make payment on the
Debentures at the applicable Coupon Rate.  Any error in the
calculation of the Coupon Rate by the Trustee may be corrected at any time by
notice delivered as above provided.  Upon the request of a holder of a
Debenture, the Trustee shall provide the Coupon Rate then in effect and, if
determined, the Coupon Rate for the next Distribution Period.

     

    (e)           Subject
to the corrective rights set forth above, all certificates, communications,
opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions relating to the
payment and calculation of interest on the Debentures and distributions on the
Capital Securities by the Trustee or the Institutional Trustee will (in the
absence of willful default, bad faith and manifest error) be final, conclusive
and binding on the Trust, the Company and all of the holders of the Debentures
and the Capital Securities, and no liability shall (in the absence of willful
default, bad faith or manifest error) attach to the Trustee or the Institutional
Trustee in connection with the exercise or non-exercise by either of them or
their respective powers, duties and discretion.

     

    Section
2.11.                                Reserved.  

     

    


     

    Section
2.12.                                CUSIP
Numbers.  

     

    The
Company in issuing the Debentures 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 Securityholders; 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 Debentures or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Debentures, and any such redemption shall not be affected
by any defect in or omission of such numbers.  The Company will
promptly notify the Trustee in writing of any change in the CUSIP
numbers.

     


    
      
        
           

          1235483.1

          Bimini
Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
III.

     

    PARTICULAR
COVENANTS OF THE COMPANY

     

    Section
3.1.                                Payment
of Principal, Premium and Interest; Agreed Treatment of the
Debentures.

     

    (a)           The
Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of and premium, if any, and interest and any Additional
Interest and other payments on the Debentures at the place, at the respective
times and in the manner provided in this Indenture and the Debentures. Each
installment of interest on the Debentures may be paid (i) by mailing checks
for such interest payable to the order of the holders of Debentures entitled
thereto as they appear on the registry books of the Company if a request for a
wire transfer has not been received by the Company or (ii) by wire transfer
to any account with a banking institution located in the United States
designated in writing by such Person to the paying agent no later than the
related record date.  Notwithstanding the foregoing, so long as the
holder of this Debenture is the Institutional Trustee, the payment of the
principal of and interest on this Debenture will be made in immediately
available funds at such place and to such account as may be designated by the
Institutional Trustee.

     

    (b)           The
Company will treat the Debentures as indebtedness, and the amounts payable in
respect of the principal amount of such Debentures as interest, for all United
States federal income tax purposes.  All payments in respect of such
Debentures will be made free and clear of United States withholding tax to any
beneficial owner thereof that has provided an Internal Revenue Service Form W-9
or W8 BEN (or any substitute or successor form) establishing its entitlement to
a complete exemption from United States federal withholding tax.

     

    Section
3.2.                                Offices for Notices and
Payments, etc.  

     

    So long
as any of the Debentures remain outstanding, the Company will maintain in
Wilmington, Delaware, an office or agency where the Debentures may be presented
for payment, an office or agency where the Debentures may be presented for
registration of transfer and for exchange as in this Indenture provided and an
office or agency where notices and demands to or upon the Company in respect of
the Debentures or of this Indenture may be served.  The Company will
give to the Trustee written notice of the location of any such office or agency
and of any change of location thereof.  Until otherwise designated
from time to time by the Company in a notice to the Trustee, or specified as
contemplated by Section 2.5, such office or agency
for all of the above purposes shall be the office or agency of the
Trustee.  In case the Company shall fail to maintain any such office
or agency in Wilmington, Delaware, or shall fail to give such notice of the
location or of any change in the location thereof, presentations and demands may
be made and notices may be served at the Principal Office of the
Trustee.

     

    In
addition to any such office or agency, the Company may from time to time
designate one or more offices or agencies outside Wilmington, Delaware, where
the Debentures may be presented for registration of transfer and for exchange in
the manner provided in this Indenture, and the Company may from time to time
rescind such designation, as the Company may deem desirable or expedient; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its
obligation to maintain any such office or agency in Wilmington, Delaware, for
the purposes above mentioned.  The Company will give to the Trustee
prompt written notice of any such designation or rescission
thereof.

     

    Section
3.3.                                Appointments to Fill
Vacancies in Trustee’s Office.  

     

    The
Company, whenever necessary to avoid or fill a vacancy in the office of Trustee,
will appoint, in the manner provided in Section 6.9, a Trustee, so that
there shall at all times be a Trustee hereunder.

     

    Section
3.4.                                Provision
as to Paying Agent.

     

    (a)           If
the Company shall appoint a paying agent other than the Trustee, it will cause
such paying agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provision of this
Section 3.4,

     


    
      
        
           

          1235483.1

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    (1)           that
it will hold all sums held by it as such agent for the payment of the principal
of and premium, if any, or interest, if any, on the Debentures (whether such
sums have been paid to it by the Company or by any other obligor on the
Debentures) in trust for the benefit of the holders of the
Debentures;

     

    (2)           that
it will give the Trustee prompt written notice of any failure by the Company (or
by any other obligor on the Debentures) to make any payment of the principal of
and premium, if any, or interest, if any, on the Debentures when the same shall
be due and payable; and

     

    (3)           that
it will, at any time during the continuance of any Event of Default, upon the
written request of the Trustee, forthwith pay to the Trustee all sums so held in
trust by such paying agent.

     

    (b)           If
the Company shall act as its own paying agent, it will, on or before each due
date of the principal of and premium, if any, or interest or other payments, if
any, on the Debentures, set aside, segregate and hold in trust for the benefit
of the holders of the Debentures a sum sufficient to pay such principal,
premium, interest or other payments so becoming due and will notify the Trustee
in writing of any failure to take such action and of any failure by the Company
(or by any other obligor under the Debentures) to make any payment of the
principal of and premium, if any, or interest or other payments, if any, on the
Debentures when the same shall become due and payable.

     

    Whenever
the Company shall have one or more paying agents for the Debentures, it will, on
or prior to each due date of the principal of and premium, if any, or interest,
if any, on the Debentures, deposit with a paying agent a sum sufficient to pay
the principal, premium, interest or other payments so becoming due, such sum to
be held in trust for the benefit of the Persons entitled thereto and (unless
such paying agent is the Trustee) the Company shall promptly notify the Trustee
in writing of its action or failure to act.

     

    (c)           Anything
in this Section 3.4 to the contrary notwithstanding, the Company may, at
any time, for the purpose of obtaining a satisfaction and discharge with respect
to the Debentures, or for any other reason, pay, or direct any paying agent to
pay to the Trustee all sums held in trust by the Company or any such paying
agent, such sums to be held by the Trustee upon the trusts herein
contained.

     

    (d)           Anything
in this Section 3.4 to the contrary notwithstanding, the agreement to hold
sums in trust as provided in this Section 3.4 is subject to
Sections 12.3 and 12.4.

     

    Section
3.5.                                Certificate to
Trustee.  

     

    The
Company will deliver to the Trustee on or before 120 days after the end of
each fiscal year, so long as Debentures are outstanding hereunder, a Certificate
stating that in the course of the performance by the signers of their duties as
officers of the Company they would normally have knowledge of any default during
such fiscal year by the Company in the performance of any covenants contained
herein, stating whether or not they have knowledge of any such default and, if
so, specifying each such default of which the signers have knowledge and the
nature and status thereof.  A form of this Certificate is attached
hereto as Exhibit B.

     

    Section
3.6.                                Additional
Sums.  

     

    If and
for so long as the Trust is the holder of all Debentures and the Trust is
required to pay any additional taxes (including withholding taxes), duties,
assessments or other governmental charges as a result of a Tax Event, the
Company will pay such additional amounts (“Additional Sums”) on
the Debentures as shall be required so that the net amounts received and
retained by the Trust after paying such taxes (including withholding taxes),
duties, assessments or other governmental charges will be equal to the amounts
the Trust would have received if no such taxes, duties, assessments or other
governmental charges had been imposed.  Whenever in this Indenture or
the Debentures there is a reference in any context to the payment of principal
of or interest on the Debentures, such mention shall be deemed to include
mention of payments of the Additional Sums provided for in this paragraph to the
extent that, in such context, Additional Sums are, were or would be payable in
respect

     


    
      
        
           

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    thereof
pursuant to the provisions of this paragraph and express mention of the payment
of Additional Sums (if applicable) in any provisions hereof shall not be
construed as excluding Additional Sums in those provisions hereof where such
express mention is not made.

     

    Section
3.7.                                Compliance with
Consolidation Provisions.  

     

    The
Company will not, while any of the Debentures remain outstanding, consolidate
with, or merge into, or merge into itself, or sell or convey all or
substantially all of its property to any other Person unless the provisions of
Article XI hereof are complied with.

     

    Section
3.8.                                Limitation on
Dividends.  

     

    If
Debentures are initially issued to the Trust or a trustee of such Trust in
connection with the issuance of Trust Securities by the Trust (regardless of
whether Debentures continue to be held by such Trust) and there shall have
occurred and be continuing an Event of Default, then the Company shall not, and
shall not allow any Affiliate of the Company to, (x) declare or pay any
dividends or distributions on, or redeem, purchase, acquire, or make a
liquidation payment with respect to, any of the Company’s capital stock or its
Affiliates’ capital stock (other than payments of dividends or distributions to
the Company) or make any guarantee payments with respect to the foregoing or
(y) make any payment of principal of or interest or premium, if any, on or
repay, repurchase or redeem any debt securities of the Company or any Affiliate
that rank pari passu in
all respects with or junior in interest to the Debentures (other than, with
respect to clauses (x) and (y) above, (1) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable default, if any,
(2) as a result of any exchange or conversion of any class or series of the
Company’s capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company’s capital stock or of any class or series
of the Company’s indebtedness for any class or series of the Company’s capital
stock, (3) the purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (4) any declaration of
a dividend in connection with any stockholders’ rights plan, or the issuance of
rights, stock or other property under any stockholders’ rights plan, or the
redemption or repurchase of rights pursuant thereto, or (5) any dividend in
the form of stock, warrants, options or other rights where the dividend stock or
the stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid or ranks pari passu with or junior to
such stock and any cash payments in lieu of fractional shares issued in
connection therewith).

     

    Section
3.9.                                Covenants as to the
Trust.  

     

    For so
long as the Trust Securities remain outstanding, the Company shall maintain 100%
ownership of the Common Securities; provided, however, that any
permitted successor of the Company under this Indenture may succeed to the
Company’s ownership of such Common Securities.  The Company, as owner
of the Common Securities, shall, except in connection with a distribution of
Debentures to the holders of Trust Securities in liquidation of the Trust, the
redemption of all of the Trust Securities or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration, cause the
Trust  (a) to remain a statutory trust, (b) to otherwise continue
to be classified as a grantor trust for United States federal income tax
purposes, and (c) to cause each holder of Trust Securities to be treated as
owning an undivided beneficial interest in the Debentures.

     

    ARTICLE
IV.

     

    SECURITYHOLDERS’ LISTS AND
REPORTS

     

    BY THE COMPANY AND THE
TRUSTEE

     

    Section
4.1.                                Securityholders’
Lists.  

     

    The
Company covenants and agrees that it will furnish or cause to be furnished to
the Trustee:

     


    
      
        
           

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    (a)           on
each regular record date for the Debentures, a list, in such form as the Trustee
may reasonably require, of the names and addresses of the Securityholders of the
Debentures as of such record date; and

     

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

     

    except
that no such lists need be furnished under this Section 4.1 so long as the
Trustee is in possession thereof by reason of its acting as Debenture
registrar.

     

    Section
4.2.                                Preservation
and Disclosure of Lists.

     

    (a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Debentures
(1) contained in the most recent list furnished to it as provided in
Section 4.1 or (2) received by it in the capacity of Debentures
registrar (if so acting) hereunder.  The Trustee may destroy any list
furnished to it as provided in Section 4.1 upon receipt of a new list so
furnished.

     

    (b)           In
case three or more holders of Debentures (hereinafter referred to as
“applicants”) apply in writing to the Trustee and furnish to the Trustee
reasonable proof that each such applicant has owned a Debenture for a period of
at least 6 months preceding the date of such application, and such application
states that the applicants desire to communicate with other holders of
Debentures with respect to their rights under this Indenture or under such
Debentures and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within 5 Business Days after the receipt of such application, at its election,
either:

     

    (1)           afford
such applicants access to the information preserved at the time by the Trustee
in accordance with the provisions of subsection (a) of this
Section 4.2, or

     

    (2)           inform
such applicants as to the approximate number of holders of Debentures whose
names and addresses appear in the information preserved at the time by the
Trustee in accordance with the provisions of subsection (a) of this
Section 4.2, and as to the approximate cost of mailing to such
Securityholders the form of proxy or other communication, if any, specified in
such application.

     

    If the
Trustee shall elect not to afford such applicants access to such information,
the Trustee shall, upon the written request of such applicants, mail to each
Securityholder whose name and address appear in the information preserved at the
time by the Trustee in accordance with the provisions of subsection (a) of
this Section 4.2 a copy of the form of proxy or other communication which
is specified in such request with reasonable promptness after a tender to the
Trustee of the material to be mailed and of payment, or provision for the
payment, of the reasonable expenses of mailing, unless within five days after
such tender, the Trustee shall mail to such applicants and file with the
Securities and Exchange Commission, if permitted or required by applicable law,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee, such mailing would be contrary to
the best interests of the holders of all Debentures, as the case may be, or
would be in violation of applicable law.  Such written statement shall
specify the basis of such opinion.  If said Commission, as permitted
or required by applicable law, after opportunity for a hearing upon the
objections specified in the written statement so filed, shall enter an order
refusing to sustain any of such objections or if, after the entry of an order
sustaining one or more of such objections, said Commission shall find, after
notice and opportunity for hearing, that all the objections so sustained have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such material to all such Securityholders with reasonable promptness after the
entry of such order and the renewal of such tender; otherwise the Trustee shall
be relieved of any obligation or duty to such applicants respecting their
application.

     


    
      
        
           

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Each
and every holder of Debentures, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee nor any
paying agent shall be held accountable by reason of the disclosure of any such
information as to the names and addresses of the holders of Debentures in
accordance with the provisions of subsection (b) of this Section 4.2,
regardless of the source from which such information was derived, and that the
Trustee shall not be held accountable by reason of mailing any material pursuant
to a request made under said subsection (b).

     

    ARTICLE
V.

     

    REMEDIES OF THE TRUSTEE AND
SECURITYHOLDERS

     

    UPON AN EVENT OF
DEFAULT

     

    Section
5.1.                                Events of
Default.  

     

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

     

    (a)           the
Company defaults in the payment of any interest upon any Debenture, including
any Additional Interest in respect thereof, following the nonpayment of any such
interest for twenty or more consecutive Distribution Periods; or

     

    (b)           the
Company defaults in the payment of all or any part of the principal of (or
premium, if any, on) any Debentures as and when the same shall become due and
payable either at maturity, upon redemption, by declaration of acceleration or
otherwise; or

     

    (c)           the
Company defaults in any material respect in the performance of, or breaches in
any material respect, any of its covenants or agreements in this Indenture or in
the terms of the Debentures established as contemplated in this Indenture (other
than a covenant or agreement a default in whose performance or whose breach is
elsewhere in this Section specifically dealt with), and continuance of such
default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company
and the Trustee by the holders of at least 25% in aggregate principal amount of
the outstanding Debentures, a written notice specifying such default or breach
and requiring it to be remedied and stating that such notice is a “Notice of
Default” hereunder; or

     

    (d)           a
court of competent jurisdiction shall enter a decree or order for relief in
respect of the Company in an involuntary case under any applicable bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator
(or similar official) of the Company or for any substantial part of its
property, or ordering the winding-up or liquidation of its affairs and such
decree or order shall remain unstayed and in effect for a period of
90 consecutive days; or

     

    (e)           the
Company shall commence a voluntary case under any applicable bankruptcy,
insolvency, reorganization or other similar law now or hereafter in effect,
shall consent to the entry of an order for relief in an involuntary case under
any such law, or shall consent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator (or other
similar official) of the Company or of any substantial part of its property, or
shall make any general assignment for the benefit of creditors, or shall fail
generally to pay its debts as they become due; or

     

    (f)           the
Trust shall have voluntarily or involuntarily liquidated, dissolved, wound-up
its business or otherwise terminated its existence except in connection with
(i) the distribution of the Debentures to holders of such Trust Securities
in liquidation of their interests in the Trust, (ii) the redemption of all
of the outstanding Trust Securities or (iii) certain mergers,
consolidations or amalgamations, each as permitted by the
Declaration.

     

    If an
Event of Default occurs and is continuing with respect to the Debentures, then,
and in each and every such case, unless the principal of the Debentures shall
have already become due and payable, either the Trustee or the holders of not
less than 25% in aggregate principal amount of the Debentures

     


    
      
        
           

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    then
outstanding hereunder, by notice in writing to the Company (and to the Trustee
if given by Securityholders), may declare the entire principal of the Debentures
and the interest accrued thereon, if any, to be due and payable immediately, and
upon any such declaration the same shall become immediately due and
payable.

     

    The
foregoing provisions, however, are subject to the condition that if, at any time
after the principal of the Debentures shall have been so declared due and
payable, and before any judgment or decree for the payment of the moneys due
shall have been obtained or entered as hereinafter provided, (i) the
Company shall pay or shall deposit with the Trustee a sum sufficient to pay all
matured installments of interest upon all the Debentures and the principal of
and premium, if any, on the Debentures which shall have become due otherwise
than by acceleration (with interest upon such principal and premium, if any, and
Additional Interest) and such amount as shall be sufficient to cover reasonable
compensation to the Trustee and each predecessor Trustee, their respective
agents, attorneys and counsel, and all other amounts due to the Trustee pursuant
to Section 6.6, if any, and (ii) all Events of Default under this
Indenture, other than the non-payment of the principal of or premium, if any, on
Debentures which shall have become due by acceleration, shall have been cured,
waived or otherwise remedied as provided herein -- then and in every such
case the holders of a majority in aggregate principal amount of the Debentures
then outstanding, by written notice to the Company and to the Trustee, may waive
all defaults and rescind and annul such declaration and its consequences, but no
such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.

     

    In case
the Trustee shall have proceeded to enforce any right under this Indenture and
such proceedings shall have been discontinued or abandoned because of such
rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee, then and in every such case the Company, the Trustee
and the holders of the Debentures shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies and powers of
the Company, the Trustee and the holders of the Debentures shall continue as
though no such proceeding had been taken.

     

    Section
5.2.                                Payment of Debentures on
Default; Suit Therefor.  

     

    The
Company covenants that upon the occurrence of an Event of Default then, upon
demand of the Trustee, the Company will pay to the Trustee, for the benefit of
the holders of the Debentures the whole amount that then shall have become due
and payable on all Debentures for principal and premium, if any, or interest, or
both, as the case may be, with Additional Interest accrued on the Debentures (to
the extent that payment of such interest is enforceable under applicable law
and, if the Debentures are held by the Trust or a trustee of such Trust, without
duplication of any other amounts paid by the Trust or a trustee in respect
thereof); and, in addition thereto, such further amount as shall be sufficient
to cover the costs and expenses of collection, including a reasonable
compensation to the Trustee, its agents, attorneys and counsel, and any other
amounts due to the Trustee under Section 6.6.  In case the
Company shall fail forthwith to pay such amounts upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any actions or proceedings at law or in equity for the
collection of the sums so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or any other obligor on such Debentures and
collect in the manner provided by law out of the property of the Company or any
other obligor on such Debentures wherever situated the moneys adjudged or
decreed to be payable.

     

    In case
there shall be pending proceedings for the bankruptcy or for the reorganization
of the Company or any other obligor on the Debentures under Bankruptcy Law, or
in case a receiver or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any other similar judicial
proceedings relative to the Company or other obligor upon the Debentures, or to
the creditors or property of the Company or such other obligor, the Trustee,
irrespective of whether the principal of the Debentures shall then be due and
payable as therein expressed or by declaration of acceleration or otherwise and
irrespective of whether the Trustee shall have made any demand pursuant
to

     


    
      
        
           

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    the
provisions of this Section 5.2, shall be entitled and empowered, by
intervention in such proceedings or otherwise,

     

    
      	
               
      

            	
              (i)

            	
              to
      file and prove a claim or claims for the whole amount of principal and
      interest owing and unpaid in respect of the
  Debentures,

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      case of any judicial proceedings, 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 reasonable compensation to
      the Trustee and each predecessor Trustee, and their respective agents,
      attorneys and counsel, and for reimbursement of all other amounts due to
      the Trustee under Section 6.6), and of the Securityholders allowed in
      such judicial proceedings relative to the Company or any other obligor on
      the Debentures, or to the creditors or property of the Company or such
      other obligor, unless prohibited by applicable law and regulations, to
      vote on behalf of the holders of the Debentures in any election of a
      trustee or a standby trustee in arrangement, reorganization, liquidation
      or other bankruptcy or insolvency proceedings or Person performing similar
      functions in comparable
proceedings,

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      collect and receive any moneys or other property payable or deliverable on
      any such claims, and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              to
      distribute the same after the deduction of its charges and
      expenses.

            


    

     

    Any
receiver, assignee or trustee in bankruptcy or reorganization is hereby
authorized by each of the Securityholders 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 Securityholders, to pay to the Trustee such amounts as shall be
sufficient to cover reasonable compensation to the Trustee, each predecessor
Trustee and their respective agents, attorneys and counsel, and all other
amounts due to the Trustee under Section 6.6.

     

    Nothing
herein contained shall be construed to authorize the Trustee to authorize or
consent to or accept or adopt on behalf of any Securityholder any plan of
reorganization, arrangement, adjustment or composition affecting the Debentures
or the rights of any holder thereof or to authorize the Trustee to vote in
respect of the claim of any Securityholder in any such proceeding.

     

    All
rights of action and of asserting claims under this Indenture, or under any of
the Debentures, may be enforced by the Trustee without the possession of any of
the Debentures, or the production thereof at any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall be for the ratable benefit of the holders of the
Debentures.

     

    In any
proceedings brought by the Trustee (and also any proceedings involving the
interpretation of any provision of this Indenture to which the Trustee shall be
a party), the Trustee shall be held to represent all the holders of the
Debentures, and it shall not be necessary to make any holders of the Debentures
parties to any such proceedings.

     

    Section
5.3.                                Application of Moneys
Collected by Trustee.  

     

    Any
moneys collected by the Trustee pursuant to this Article V shall be applied
in the following order, at the date or dates fixed by the Trustee for the
distribution of such moneys, upon presentation of the several Debentures in
respect of which moneys have been collected, and stamping thereon the payment,
if only partially paid, and upon surrender thereof if fully paid:

     

    First:  To
the payment of costs and expenses incurred by, and reasonable fees of, the
Trustee, its agents, attorneys and counsel, and of all other amounts due to the
Trustee under Section 6.6;

     

    Second:  To
the payment of all Senior Indebtedness of the Company if and to the extent
required by Article XV;

     


    
      
        
           

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

     

    Fourth:  The
balance, if any, to the Company.

     

    Section
5.4.                                Proceedings by
Securityholders.  

     

    No holder
of any Debenture shall have any right to institute any suit, action or
proceeding for any remedy hereunder, unless such holder previously shall have
given to the Trustee written notice of an Event of Default with respect to the
Debentures and unless the holders of not less than 25% in aggregate principal
amount of the Debentures then outstanding shall have given the Trustee a written
request to institute such action, suit or proceeding and shall have offered to
the Trustee such reasonable indemnity as it may require against the costs,
expenses and liabilities to be incurred thereby, and the Trustee for
60 days after its receipt of such notice, request and offer of indemnity
shall have failed to institute any such action, suit or proceeding.

     

    Notwithstanding
any other provisions in this Indenture, however, the right of any holder of any
Debenture to receive payment of the principal of, premium, if any, and interest,
on such Debenture when due, or to institute suit for the enforcement of any such
payment, shall not be impaired or affected without the consent of such holder
and by accepting a Debenture hereunder it is expressly understood, intended and
covenanted by the taker and holder of every Debenture with every other such
taker and holder and the Trustee, that no one or more holders of Debentures
shall have any right in any manner whatsoever by virtue or by availing itself of
any provision of this Indenture to affect, disturb or prejudice the rights of
the holders of any other Debentures, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures.  For the protection and
enforcement of the provisions of this Section, each and every Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or in
equity.

     

    Section
5.5.                                Proceedings by
Trustee.  

     

    In case
of an Event of Default hereunder the Trustee may in its discretion proceed to
protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to
protect and enforce any of such rights, either by suit in equity or by action at
law or by proceeding in bankruptcy or otherwise, whether for the specific
enforcement of any covenant or agreement contained in this Indenture or in aid
of the exercise of any power granted in this Indenture, or to enforce any other
legal or equitable right vested in the Trustee by this Indenture or by
law.

     

    Section
5.6.                                Remedies Cumulative and
Continuing; Delay or Omission Not a Waiver.  

     

    Except as
otherwise provided in Section 2.6, all powers and remedies given by this
Article V to the Trustee or to the Securityholders shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any other powers and
remedies available to the Trustee or the holders of the Debentures, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to the Debentures, and no delay or omission of the Trustee or of
any holder of any of the Debentures to exercise any right, remedy or power
accruing upon any Event of Default occurring and continuing as aforesaid shall
impair any such right, remedy or power, or shall be construed to be a waiver of
any such default or an acquiescence therein; and, subject to the provisions of
Section 5.4, every power and remedy given by this Article V or by law
to the Trustee or to the Securityholders may be exercised from time to time, and
as often as shall be deemed expedient, by the Trustee (in accordance with its
duties under Section 6.1) or by the Securityholders.

     

    Section
5.7.                                Direction of Proceedings and
Waiver of Defaults by Majority of
Securityholders.  

     

    The
holders of a majority in aggregate principal amount of the Debentures affected
(voting as one class) at the time outstanding shall have the right to direct the
time, method, and place of conducting any proceeding for any remedy available to
the Trustee, or exercising any trust or power conferred on the Trustee
with

     


    
      
        
           

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Mortgage Management, Inc./Indenture

        

         


      

      
         


        
          

        

      

      
         


      

    


    respect
to such Debentures; provided, however, that
(subject to the provisions of Section 6.1) the Trustee shall have the right
to decline to follow any such direction if the Trustee shall determine that the
action so directed would be unjustly prejudicial to the holders not taking part
in such direction or if the Trustee being advised by counsel determines that the
action or proceeding so directed may not lawfully be taken or if a Responsible
Officer of the Trustee shall determine that the action or proceedings so
directed would involve the Trustee in personal liability.

     

    The
holders of a majority in aggregate principal amount of the Debentures at the
time outstanding may on behalf of the holders of all of the Debentures waive (or
modify any previously granted waiver of) any past default or Event of Default,
and its consequences, except a default (a) in the payment of principal of,
premium, if any, or interest on any of the Debentures, (b) in respect of
covenants or provisions hereof which cannot be modified or amended without the
consent of the holder of each Debenture affected, or (c) in respect of the
covenants contained in Section 3.9; provided, however, that if the
Debentures are held by the Trust or a trustee of such trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that if the
consent of the holder of each outstanding Debenture is required, such waiver
shall not be effective until each holder of the Trust Securities of the Trust
shall have consented to such waiver.  Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Debentures shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.  Whenever any default or Event
of Default hereunder shall have been waived as permitted by this Section, said
default or Event of Default shall for all purposes of the Debentures and this
Indenture be deemed to have been cured and to be not continuing.

     

    Section
5.8.                                Notice of
Defaults.  

     

    The
Trustee shall, within 90 days after the actual knowledge by a Responsible
Officer of the Trustee of the occurrence of a default with respect to the
Debentures, mail to all Securityholders, as the names and addresses of such
holders appear upon the Debenture Register, notice of all defaults with respect
to the Debentures known to the Trustee, unless such defaults shall have been
cured before the giving of such notice (the term “defaults” for the purpose of
this Section 5.8 being hereby defined to be the events specified in
clauses (a), (b), (c), (d), (e) and (f) of Section 5.1, not including
periods of grace, if any, provided for therein); provided, however, that, except
in the case of default in the payment of the principal of, premium, if any, or
interest on any of the Debentures, the Trustee shall be protected in withholding
such notice if and so long as a Responsible Officer of the Trustee in good faith
determines that the withholding of such notice is in the interests of the
Securityholders.

     

    Section
5.9.                                Undertaking to Pay
Costs.  

     

    All
parties to this Indenture agree, and each holder of any Debenture by his
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Trustee for any action taken or
omitted by it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys’ fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant;
provided, however, that the
provisions of this Section 5.9 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, holding in the aggregate more than 10% in principal amount of
the Debentures outstanding, or to any suit instituted by any Securityholder for
the enforcement of the payment of the principal of (or premium, if any) or
interest on any Debenture against the Company on or after the same shall have
become due and payable.

     


    
      
        
           

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    ARTICLE
VI.

     

    CONCERNING
THE TRUSTEE

     

    Section
6.1.                                Duties and Responsibilities
of Trustee.  

     

    With
respect to the holders of Debentures issued hereunder, the Trustee, prior to the
occurrence of an Event of Default with respect to the Debentures and after the
curing or waiving of all Events of Default which may have occurred, with respect
to the Debentures, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants shall be read
into this Indenture against the Trustee.  In case an Event of Default
with respect to the Debentures has occurred (which has not been cured or
waived), 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 their exercise,
as a prudent person would exercise or use under the circumstances in the conduct
of his own affairs.

     

    No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act or its
own willful misconduct, except that:

     

    (a)           prior
to the occurrence of an Event of Default with respect to Debentures and after
the curing or waiving of all Events of Default which may have
occurred

     

    (1)           the
duties and obligations of the Trustee with respect to Debentures shall be
determined solely by the express provisions of this Indenture, and the Trustee
shall not be liable except for the performance of such duties and obligations
with respect to the Debentures as are specifically set forth in this Indenture,
and no implied covenants or obligations shall be read into this Indenture
against the Trustee, and

     

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

     

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

     

    (c)           the
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith, in accordance with the direction of the
Securityholders pursuant to Section 5.7, relating to the time, method and
place of conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Indenture.

     

    None of
the provisions contained in this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if there is ground for believing that the repayment of such funds or
liability is not assured to it under the terms of this Indenture or indemnity
satisfactory to the Trustee against such risk is not reasonably assured to
it.

     

    Section
6.2.                                Reliance on Documents,
Opinions, etc.  

     

    Except as
otherwise provided in Section 6.1:

     

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

     

    (b)           any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in
respect thereof be herein

     


    
      
        
           

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    specifically
prescribed); and any Board Resolution may be evidenced to the Trustee by a copy
thereof certified by the Secretary or an Assistant Secretary of the
Company;

     

    (c)           the
Trustee may consult with counsel of its selection and any advice or Opinion of
Counsel shall be full and complete authorization and protection in respect of
any action taken, suffered or omitted by it hereunder in good faith and in
accordance with such advice or Opinion of Counsel;

     

    (d)           the
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee reasonable security or
indemnity against the costs, expenses and liabilities which may be incurred
therein or thereby;

     

    (e)           the
Trustee shall not be liable for any action taken or omitted by it in good faith
and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture; nothing contained herein shall, however,
relieve the Trustee of the obligation, upon the occurrence of an Event of
Default with respect to the Debentures (that has not been cured or waived) to
exercise with respect to Debentures such of the rights and powers vested in it
by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs;

     

    (f)           the
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, debenture, coupon or other
paper or document, unless requested in writing to do so by the holders of not
less than a majority in aggregate principal amount of the outstanding Debentures
affected thereby; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture, the Trustee may require
reasonable indemnity against such expense or liability as a condition to so
proceeding;

     

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

     

    (h)           with
the exceptions of defaults under Sections 5.1(a) or (b), the Trustee shall not
be charged with knowledge of any Default or Event of Default with respect to the
Debentures unless a written notice of such Default or Event of Default shall
have been given to the Trustee by the Company or any other obligor on the
Debentures or by any holder of the Debentures.

     

    Section
6.3.                                No Responsibility for
Recitals, etc.  

     

    The
recitals contained herein and in the Debentures (except in the certificate of
authentication of the Trustee or the Authenticating Agent) shall be taken as the
statements of the Company, and the Trustee and the Authenticating Agent assume
no responsibility for the correctness of the same.  The Trustee and
the Authenticating Agent make no representations as to the validity or
sufficiency of this Indenture or of the Debentures.  The Trustee and
the Authenticating Agent shall not be accountable for the use or application by
the Company of any Debentures or the proceeds of any Debentures authenticated
and delivered by the Trustee or the Authenticating Agent in conformity with the
provisions of this Indenture.

     

    Section
6.4.                                Trustee, Authenticating
Agent, Paying Agents, Transfer Agents or Registrar May Own
Debentures.  

     

    The
Trustee or any Authenticating Agent or any paying agent or any transfer agent or
any Debenture registrar, in its individual or any other capacity, may become the
owner or pledgee of Debentures with the same rights it would have if it were not
Trustee, Authenticating Agent, paying agent, transfer agent or Debenture
registrar.

     


    
      
        
           

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    Section
6.5.                                Moneys to be Held in
Trust.  

     

    Subject
to the provisions of Section 12.4, all moneys received by the Trustee or
any paying agent shall, until used or applied as herein provided, be held in
trust for the purpose for which they were received, but need not be segregated
from other funds except to the extent required by law.  The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the
Company.  So long as no Event of Default shall have occurred and be
continuing, all interest allowed on any such moneys shall be paid from time to
time upon the written order of the Company, signed by the Chairman of the Board
of Directors, the Chief Executive Officer, the President, the Chief Financial
Officer, a Managing Director, a Vice President, the Treasurer or an Assistant
Treasurer of the Company.

     

    Section
6.6.                                Compensation and Expenses of
Trustee.  

     

    The
Company covenants and agrees to pay or reimburse the Trustee upon its request
for all reasonable expenses, disbursements and advances incurred or made by the
Trustee in accordance with any of the provisions of this Indenture (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all Persons not regularly in its employ) except any such expense,
disbursement or advance as may arise from its negligence or willful
misconduct.  For purposes of clarification, this Section 6.6 does
not contemplate the payment by the Company of acceptance or annual
administration fees owing to the Trustee pursuant to the services to be provided
by the Trustee under this Indenture or the fees and expenses of the Trustee’s
counsel in connection with the closing of the transactions contemplated by this
Indenture.  The Company also covenants to indemnify each of the
Trustee or any predecessor Trustee (and its officers, agents, directors and
employees) for, and to hold it harmless against, any and all loss, damage,
claim, liability or expense including taxes (other than taxes based on the
income of the Trustee) incurred without negligence or willful misconduct on the
part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust, including the costs and expenses of defending
itself against any claim of liability.  The obligations of the Company
under this Section 6.6 to compensate and indemnify the Trustee and to pay
or reimburse the Trustee for expenses, disbursements and advances shall
constitute additional indebtedness hereunder.  Such additional
indebtedness shall be secured by a lien prior to that of the Debentures upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Debentures.

     

    Without
prejudice to any other rights available to the Trustee under applicable law,
when the Trustee incurs expenses or renders services in connection with an Event
of Default specified in Section 5.1(d), (e) or (f), the expenses (including
the reasonable charges and expenses of its counsel) and the compensation for the
services are intended to constitute expenses of administration under any
applicable federal or state bankruptcy, insolvency or other similar
law.

     

    The
provisions of this Section shall survive the resignation or removal of the
Trustee and the defeasance or other termination of this Indenture.

     

    Notwithstanding
anything in this Indenture or any Debenture to the contrary, the Trustee shall
have no obligation whatsoever to advance funds to pay any principal of or
interest on or other amounts with respect to the Debentures or otherwise advance
funds to or on behalf of the Company.

     

    Section
6.7.                                Officers’ Certificate as
Evidence.  

     

    Except as
otherwise provided in Sections 6.1 and 6.2, whenever in the administration
of the provisions of this Indenture the Trustee shall deem it necessary or
desirable that a matter be proved or established prior to taking or omitting any
action hereunder, such matter (unless other evidence in respect thereof be
herein specifically prescribed) may, in the absence of negligence or willful
misconduct on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers’ Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or willful misconduct on the part of
the Trustee, shall be full warrant to the Trustee for any action taken or
omitted by it under the provisions of this Indenture upon the faith
thereof.

     

    Section
6.8.                                Eligibility of
Trustee.  

     

    The
Trustee hereunder shall at all times be a corporation organized and doing
business under the laws of the United States of America or any state or
territory thereof or of the

     


    
      
        
           

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    District
of Columbia or a corporation or other Person authorized under such laws to
exercise corporate trust powers, having (or whose obligations under this
Indenture are guaranteed by an affiliate having) a combined capital and surplus
of at least 50 million U.S. dollars ($50,000,000.00) and subject to
supervision or examination by federal, state, territorial, or District of
Columbia authority.  If such corporation publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, then for the purposes of this
Section 6.8 the combined capital and surplus of such corporation shall be
deemed to be its combined capital and surplus as set forth in its most recent
records of condition so published.

     

    The
Company may not, nor may any Person directly or indirectly controlling,
controlled by, or under common control with the Company, serve as
Trustee.

     

    In case
at any time the Trustee shall cease to be eligible in accordance with the
provisions of this Section 6.8, the Trustee shall resign immediately in the
manner and with the effect specified in Section 6.9.

     

    If the
Trustee has or shall acquire any “conflicting interest” within the meaning of §
310(b) of the Trust Indenture Act of 1939, the Trustee shall either eliminate
such interest or resign, to the extent and in the manner described by this
Indenture.

     

    Section
6.9.                                Resignation or Removal of
Trustee

     

    (a)           The
Trustee, or any trustee or trustees hereafter appointed, may at any time resign
by giving written notice of such resignation to the Company and by mailing
notice thereof, at the Company’s expense, to the holders of the Debentures at
their addresses as they shall appear on the Debenture Register.  Upon
receiving such notice of resignation, the Company shall promptly appoint a
successor trustee or trustees by written instrument, in duplicate, executed by
order of its Board of Directors, one copy of which instrument shall be delivered
to the resigning Trustee and one copy to the successor Trustee.  If no
successor Trustee shall have been so appointed and have accepted appointment
within 30 days after the mailing of such notice of resignation to the affected
Securityholders, the resigning Trustee may petition any court of competent
jurisdiction for the appointment of a successor Trustee, or any Securityholder
who has been a bona fide holder of a Debenture or Debentures for at least six
months may, subject to the provisions of Section 5.9, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor Trustee.  Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, appoint a successor
Trustee.

     

    (b)           In
case at any time any of the following shall occur --

     

    (1)           the
Trustee shall fail to comply with the provisions of Section 6.8 after
written request therefor by the Company or by any Securityholder who has been a
bona fide holder of a Debenture or Debentures for at least 6 months,
or

     

    (2)           the
Trustee shall cease to be eligible in accordance with the provisions of
Section 6.8 and shall fail to resign after written request therefor by the
Company or by any such Securityholder, or

     

    (3)           the
Trustee shall become incapable of acting, or shall be adjudged as bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed,
or any public officer shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation, conservation or
liquidation,

     

    then, in
any such case, the Company may remove the Trustee and appoint a successor
Trustee by written instrument, in duplicate, executed by order of the Board of
Directors, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor Trustee, or, subject to the provisions of
Section 5.9, any Securityholder who has been a bona fide holder of a
Debenture or Debentures for at least 6 months may, on behalf of himself and
all others similarly situated, petition any court of competent

     


    
      
        
           

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    jurisdiction
for the removal of the Trustee and the appointment of a successor
Trustee.  Such court may thereupon, after such notice, if any, as it
may deem proper and prescribe, remove the Trustee and appoint successor
Trustee.

     

    (c)           Upon
prior written notice to the Company and the Trustee, the holders of a majority
in aggregate principal amount of the Debentures at the time outstanding may at
any time remove the Trustee and nominate a successor Trustee, which shall be
deemed appointed as successor Trustee unless within 10 Business Days after such
nomination the Company objects thereto, in which case, or in the case of a
failure by such holders to nominate a successor Trustee, the Trustee so removed
or any Securityholder, upon the terms and conditions and otherwise as in
subsection (a) of this Section 6.9 provided, may petition any court of
competent jurisdiction for an appointment of a successor.

     

    (d)           Any
resignation or removal of the Trustee and appointment of a successor Trustee
pursuant to any of the provisions of this Section shall become effective upon
acceptance of appointment by the successor Trustee as provided in
Section 6.10.

     

    Section
6.10.                                Acceptance by Successor
Trustee.  

     

    Any
successor Trustee appointed as provided in Section 6.9 shall execute,
acknowledge and deliver to the Company and to its predecessor Trustee an
instrument accepting such appointment hereunder, and thereupon the resignation
or removal of the retiring Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with
all the rights, powers, duties and obligations with respect to the Debentures of
its predecessor hereunder, with like effect as if originally named as Trustee
herein; but, nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts
then due it pursuant to the provisions of Section 6.6, execute and deliver
an instrument transferring to such successor Trustee all the rights and powers
of the Trustee so ceasing to act and shall duly assign, transfer and deliver to
such successor Trustee all property and money held by such retiring Trustee
thereunder.  Upon request of any such successor Trustee, the Company
shall execute any and all instruments in writing for more fully and certainly
vesting in and confirming to such successor Trustee all such rights and
powers.  Any Trustee ceasing to act shall, nevertheless, retain a lien
upon all property or funds held or collected by such Trustee to secure any
amounts then due it pursuant to the provisions of Section 6.6.

     

    If a
successor Trustee is appointed, the Company, the retiring Trustee and the
successor Trustee shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring Trustee
with respect to the Debentures as to which the predecessor Trustee is not
retiring shall continue to be vested in the predecessor Trustee, and shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the Trust hereunder by more than
one Trustee, it being understood that nothing herein or in such supplemental
indenture shall constitute such Trustees co-trustees of the same trust and that
each such Trustee shall be Trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such
Trustee.

     

    No
successor Trustee shall accept appointment as provided in this Section unless at
the time of such acceptance such successor Trustee shall be eligible under the
provisions of Section 6.8.

     

    In no
event shall a retiring Trustee be liable for the acts or omissions of any
successor Trustee hereunder.

     

    Upon
acceptance of appointment by a successor Trustee as provided in this
Section 6.10, the Company shall mail notice of the succession of such
Trustee hereunder to the holders of Debentures at their addresses as they shall
appear on the Debenture Register.  If the Company fails to mail such
notice within 10 Business Days after the acceptance of appointment by the
successor Trustee, the successor Trustee shall cause such notice to be mailed at
the expense of the Company.

     


    
      
        
           

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    Section
6.11.                                Succession by Merger,
etc.  

     

    Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder without the execution
or filing of any paper or any further act on the part of any of the parties
hereto; provided such
corporation shall be otherwise eligible and qualified under this
Article.

     

    In case
at the time such successor to the Trustee shall succeed to the trusts created by
this Indenture any of the Debentures shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor Trustee, and deliver such Debentures so
authenticated; and in case at that time any of the Debentures shall not have
been authenticated, any successor to the Trustee may authenticate such
Debentures either in the name of any predecessor hereunder or in the name of the
successor Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in the Debentures or in this Indenture provided that
the certificate of the Trustee shall have; provided, however, that the
right to adopt the certificate of authentication of any predecessor Trustee or
authenticate Debentures in the name of any predecessor Trustee shall apply only
to its successor or successors by merger, conversion or
consolidation.

     

    Section
6.12.                                Authenticating
Agents.  

     

    There may
be one or more Authenticating Agents appointed by the Trustee upon the request
of the Company with power to act on its behalf and subject to its direction in
the authentication and delivery of Debentures issued upon exchange or
registration of transfer thereof as fully to all intents and purposes as though
any such Authenticating Agent had been expressly authorized to authenticate and
deliver Debentures; provided, however, that the
Trustee shall have no liability to the Company for any acts or omissions of the
Authenticating Agent with respect to the authentication and delivery of
Debentures.  Any such Authenticating Agent shall at all times be a
corporation organized and doing business under the laws of the United States or
of any state or territory thereof or of the District of Columbia authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of at least $50,000,000.00 and being subject to supervision or
examination by federal, state, territorial or District of Columbia
authority.  If such corporation publishes reports of condition at
least annually pursuant to law or the requirements of such authority, then for
the purposes of this Section 6.12 the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published.  If at any time
an Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect herein specified in this Section.

     

    Any
corporation into which any Authenticating Agent may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
consolidation or conversion to which any Authenticating Agent shall be a party,
or any corporation succeeding to all or substantially all of the corporate trust
business of any Authenticating Agent, shall be the successor of such
Authenticating Agent hereunder, if such successor corporation is otherwise
eligible under this Section 6.12 without the execution or filing of any
paper or any further act on the part of the parties hereto or such
Authenticating Agent.

     

    Any
Authenticating Agent may at any time resign by giving written notice of
resignation to the Trustee and to the Company.  The Trustee may at any
time terminate the agency of any Authenticating Agent with respect to the
Debentures by giving written notice of termination to such Authenticating Agent
and to the Company.  Upon receiving such a notice of resignation or
upon such a termination, or in case at any time any Authenticating Agent shall
cease to be eligible under this Section 6.12, the Trustee may, and upon the
request of the Company shall, promptly appoint a successor Authenticating Agent
eligible under this Section 6.12, shall give written notice of such
appointment to the Company and shall mail notice of such appointment to all
holders of Debentures as the names and addresses of such holders appear on the
Debenture Register.  Any successor Authenticating Agent upon
acceptance of its appointment hereunder shall become vested with all rights,
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    respect
to the Debentures of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent herein.

     

    The
Company agrees to pay to any Authenticating Agent from time to time reasonable
compensation for its services.  Any Authenticating Agent shall have no
responsibility or liability for any action taken by it as such in accordance
with the directions of the Trustee.

     

    ARTICLE
VII.

     

    CONCERNING THE
SECURITYHOLDERS

     

    Section
7.1.                                Action by
Securityholders.  

     

    Whenever
in this Indenture it is provided that the holders of a specified percentage in
aggregate principal amount of the Debentures may take any action (including the
making of any demand or request, the giving of any notice, consent or waiver or
the taking of any other action) the fact that at the time of taking any such
action the holders of such specified percentage have joined therein may be
evidenced (a) by any instrument or any number of instruments of similar
tenor executed by such Securityholders in person or by agent or proxy appointed
in writing, or (b) by the record of such holders of Debentures voting in
favor thereof at any meeting of such Securityholders duly called and held in
accordance with the provisions of Article VIII, or (c) by a
combination of such instrument or instruments and any such record of such a
meeting of such Securityholders or (d) by any other method the Trustee
deems satisfactory.

     

    If the
Company shall solicit from the Securityholders any request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, the Company may, at its option, as evidenced by an Officers’
Certificate, fix in advance a record date for such Debentures for the
determination of Securityholders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other action or revocation
of the same, but the Company shall have no obligation to do so.  If
such a record date is fixed, such request, demand, authorization, direction,
notice, consent, waiver or other action or revocation of the same may be given
before or after the record date, but only the Securityholders of record at the
close of business on the record date shall be deemed to be Securityholders for
the purposes of determining whether Securityholders of the requisite proportion
of outstanding Debentures have authorized or agreed or consented to such
request, demand, authorization, direction, notice, consent, waiver or other
action or revocation of the same, and for that purpose the outstanding
Debentures shall be computed as of the record date; provided, however, that no such
authorization, agreement or consent by such Securityholders on the record date
shall be deemed effective unless it shall become effective pursuant to the
provisions of this Indenture not later than 6 months after the record
date.

     

    Section
7.2.                                Proof of Execution by
Securityholders.  

     

    Subject
to the provisions of Section 6.1, 6.2 and 8.5, proof of the execution of
any instrument by a Securityholder or his agent or proxy shall be sufficient if
made in accordance with such reasonable rules and regulations as may be
prescribed by the Trustee or in such manner as shall be satisfactory to the
Trustee.  The ownership of Debentures shall be proved by the Debenture
Register or by a certificate of the Debenture registrar.  The Trustee
may require such additional proof of any matter referred to in this Section as
it shall deem necessary.

     

    The
record of any Securityholders’ meeting shall be proved in the manner provided in
Section 8.6.

     

    Section
7.3.                                Who Are Deemed Absolute
Owners.  

     

    Prior to
due presentment for registration of transfer of any Debenture, the Company, the
Trustee, any Authenticating Agent, any paying agent, any transfer agent and any
Debenture registrar may deem the Person in whose name such Debenture shall be
registered upon the Debenture Register to be, and may treat him as, the absolute
owner of such Debenture (whether or not such Debenture shall be overdue) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Debenture and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Debenture registrar shall be affected by any notice
to the contrary.  All such payments so made to any

     


    
      
        
           

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    holder
for the time being or upon his order shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for moneys
payable upon any such Debenture.

     

    Section
7.4.                                Debentures Owned by Company
Deemed Not Outstanding.  

     

    In
determining whether the holders of the requisite aggregate principal amount of
Debentures have concurred in any direction, consent or waiver under this
Indenture, Debentures which are owned by the Company or any other obligor on the
Debentures or by any Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any other obligor
on the Debentures shall be disregarded and deemed not to be outstanding for the
purpose of any such determination; provided, however, that for the
purposes of determining whether the Trustee shall be protected in relying on any
such direction, consent or waiver, only Debentures which a Responsible Officer
of the Trustee actually knows are so owned shall be so
disregarded.  Debentures so owned which have been pledged in good
faith may be regarded as outstanding for the purposes of this Section 7.4
if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s
right to vote such Debentures and that the pledgee is not the Company or any
such other obligor or Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or any such other
obligor.  In the case of a dispute as to such right, any decision by
the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

     

    Section
7.5.                                Revocation of Consents;
Future Holders Bound.  

     

    At any
time prior to (but not after) the evidencing to the Trustee, as provided in
Section 7.1, of the taking of any action by the holders of the percentage
in aggregate principal amount of the Debentures specified in this Indenture in
connection with such action, any holder (in cases where no record date has been
set pursuant to Section 7.1) or any holder as of an applicable record date
(in cases where a record date has been set pursuant to Section 7.1) of a
Debenture (or any Debenture issued in whole or in part in exchange or
substitution therefor) the serial number of which is shown by the evidence to be
included in the Debentures the holders of which have consented to such action
may, by filing written notice with the Trustee at the Principal Office of the
Trustee and upon proof of holding as provided in Section 7.2, revoke such
action so far as concerns such Debenture (or so far as concerns the principal
amount represented by any exchanged or substituted Debenture).  Except
as aforesaid any such action taken by the holder of any Debenture shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Debenture, and of any Debenture issued in exchange or substitution
therefor or on registration of transfer thereof, irrespective of whether or not
any notation in regard thereto is made upon such Debenture or any Debenture
issued in exchange or substitution therefor.

     

    ARTICLE
VIII.

     

    SECURITYHOLDERS’
MEETINGS

     

    Section
8.1.                                Purposes of
Meetings.  

     

    A meeting
of Securityholders may be called at any time and from time to time pursuant to
the provisions of this Article VIII for any of the following
purposes:

     

    (a)           to
give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any default hereunder and its
consequences, or to take any other action authorized to be taken by
Securityholders pursuant to any of the provisions of
Article V;

     

    (b)           to
remove the Trustee and nominate a successor trustee pursuant to the provisions
of Article VI;

     

    (c)           to
consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 9.2; or

     

    (d)           to
take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of such Debentures under any other
provision of this Indenture or under applicable law.

     


    
      
        
           

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    Section
8.2.                                Call of Meetings by
Trustee.  

     

    The
Trustee may at any time call a meeting of Securityholders to take any action
specified in Section 8.1, to be held at such time and at such place as the
Trustee shall determine.  Notice of every meeting of the
Securityholders, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
to holders of Debentures affected at their addresses as they shall appear on the
Debentures Register and, if the Company is not a holder of Debentures, to the
Company.  Such notice shall be mailed not less than 20 nor more than
180 days prior to the date fixed for the meeting.

     

    Section
8.3.                                Call of Meetings by Company
or Securityholders.  

     

    In case
at any time the Company, or the holders of at least 10% in aggregate principal
amount of the Debentures, as the case may be, then outstanding, shall have
requested the Trustee to call a meeting of Securityholders, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company or such
Securityholders may determine the time and the place for such meeting and may
call such meeting to take any action authorized in Section 8.1, by mailing
notice thereof as provided in Section 8.2.

     

    Section
8.4.                                Qualifications for
Voting.  

     

    To be
entitled to vote at any meeting of Securityholders a Person shall (a) be a
holder of one or more Debentures with respect to which the meeting is being held
or (b) a Person appointed by an instrument in writing as proxy by a holder
of one or more such Debentures.  The only Persons who shall be
entitled to be present or to speak at any meeting of Securityholders shall be
the Persons entitled to vote at such meeting and their counsel and any
representatives of the Trustee and its counsel and any representatives of the
Company and its counsel.

     

    Section
8.5.                                Regulations.  

     

    Notwithstanding
any other provisions of this Indenture, the Trustee may make such reasonable
regulations as it may deem advisable for any meeting of Securityholders, in
regard to proof of the holding of Debentures and of the appointment of proxies,
and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall think fit.

     

    The
Trustee shall, by an instrument in writing, appoint a temporary chairman of the
meeting, unless the meeting shall have been called by the Company or by
Securityholders as provided in Section 8.3, in which case the Company or
the Securityholders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman.  A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the
meeting.

     

    Subject
to the provisions of Section 7.4, at any meeting each holder of Debentures
with respect to which such meeting is being held or proxy therefor shall be
entitled to one vote for each $1,000.00 principal amount of Debentures held or
represented by him; provided, however, that no vote
shall be cast or counted at any meeting in respect of any Debenture challenged
as not outstanding and ruled by the chairman of the meeting to be not
outstanding.  The chairman of the meeting shall have no right to vote
other than by virtue of Debentures held by him or instruments in writing as
aforesaid duly designating him as the Person to vote on behalf of other
Securityholders.  Any meeting of Securityholders duly called pursuant
to the provisions of Section 8.2 or 8.3 may be adjourned from time to time
by a majority of those present, whether or not constituting a quorum, and the
meeting may be held as so adjourned without further notice.

     

    Section
8.6.                                Voting.  

     

    The vote
upon any resolution submitted to any meeting of holders of Debentures with
respect to which such meeting is being held shall be by written ballots on which
shall be subscribed the signatures of such holders or of their representatives
by proxy and the serial number or numbers of the Debentures held or represented
by them.  The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the
meeting.  A record in duplicate of the proceedings of each meeting of
Securityholders shall be prepared by the secretary of the meeting and there
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    the
inspectors of votes on any vote by ballot taken thereat and affidavits by one or
more Persons having knowledge of the facts setting forth a copy of the notice of
the meeting and showing that said notice was mailed as provided in
Section 8.2.  The record shall show the serial numbers of the
Debentures voting in favor of or against any resolution.  The record
shall be signed and verified by the affidavits of the permanent chairman and
secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee, the latter
to have attached thereto the ballots voted at the meeting.

     

    Any
record so signed and verified shall be conclusive evidence of the matters
therein stated.

     

    Section
8.7.                                Quorum;
Actions.  

     

    The
Persons entitled to vote a majority in principal amount of the Debentures then
outstanding shall constitute a quorum for a meeting of Securityholders; provided, however, that if any
action is to be taken at such meeting with respect to a consent, waiver,
request, demand, notice, authorization, direction or other action which may be
given by the holders of not less than a specified percentage in principal amount
of the Debentures then outstanding, the Persons holding or representing such
specified percentage in principal amount of the Debentures then outstanding will
constitute a quorum.  In the absence of a quorum within
30 minutes of the time appointed for any such meeting, the meeting shall,
if convened at the request of Securityholders, be dissolved.  In any
other case the meeting may be adjourned for a period of not less than
10 days as determined by the permanent chairman of the meeting prior to the
adjournment of such meeting.  In the absence of a quorum at any such
adjourned meeting, such adjourned meeting may be further adjourned for a period
of not less than 10 days as determined by the permanent chairman of the
meeting prior to the adjournment of such adjourned meeting.  Notice of
the reconvening of any adjourned meeting shall be given as provided in
Section 8.2, except that such notice need be given only once not less than
5 days prior to the date on which the meeting is scheduled to be
reconvened.  Notice of the reconvening of an adjourned meeting shall
state expressly the percentage, as provided above, of the principal amount of
the Debentures then outstanding which shall constitute a quorum.

     

    Except as
limited by the provisos in the first paragraph of Section 9.2, any
resolution presented to a meeting or adjourned meeting duly reconvened at which
a quorum is present as aforesaid may be adopted by the affirmative vote of the
holders of a majority in principal amount of the Debentures then outstanding;
provided, however, that, except
as limited by the provisos in the first paragraph of Section 9.2, any
resolution with respect to any consent, waiver, request, demand, notice,
authorization, direction or other action which this Indenture expressly provides
may be given by the holders of not less than a specified percentage in principal
amount of the Debentures then outstanding may be adopted at a meeting or an
adjourned meeting duly reconvened and at which a quorum is present as aforesaid
only by the affirmative vote of the holders of a not less than such specified
percentage in principal amount of the Debentures then outstanding.

     

    Any
resolution passed or decision taken at any meeting of holders of Debentures duly
held in accordance with this Section shall be binding on all the
Securityholders, whether or not present or represented at the
meeting.

     

    ARTICLE
IX.

     

    SUPPLEMENTAL
INDENTURES

     

    Section
9.1.                                Supplemental Indentures
without Consent of Securityholders.  

     

    The
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto,
without the consent of the Securityholders, for one or more of the following
purposes:

     

    (a)           to
evidence the succession of another Person to the Company, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of the Company, pursuant to Article XI
hereof;

     


    
      
        
           

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    (b)           to
add to the covenants of the Company such further covenants, restrictions or
conditions for the protection of the holders of Debentures as the Board of
Directors shall consider to be for the protection of the holders of such
Debentures, and to make the occurrence, or the occurrence and continuance, of a
default in any of such additional covenants, restrictions or conditions a
default or an Event of Default permitting the enforcement of all or any of the
several remedies provided in this Indenture as herein set forth; provided, however, that in
respect of any such additional covenant restriction or condition such
supplemental indenture may provide for a particular period of grace after
default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or
may limit the remedies available to the Trustee upon such default;

     

    (c)           to
cure any ambiguity or to correct or supplement any provision contained herein or
in any supplemental indenture which may be defective or inconsistent with any
other provision contained herein or in any supplemental indenture, or to make
such other provisions in regard to matters or questions arising under this
Indenture; provided that any
such action shall not materially adversely affect the interests of the holders
of the Debentures;

     

    (d)           to
add to, delete from, or revise the terms of Debentures, including, without
limitation, any terms relating to the issuance, exchange, registration or
transfer of Debentures, including to provide for transfer procedures and
restrictions substantially similar to those applicable to the Capital Securities
as required by Section 2.5 (for purposes of assuring that no registration
of Debentures is required under the Securities Act); provided, however, that any
such action shall not adversely affect the interests of the holders of the
Debentures then outstanding (it being understood, for purposes of this proviso,
that transfer restrictions on Debentures substantially similar to those that
were applicable to Capital Securities shall not be deemed to materially
adversely affect the holders of the Debentures);

     

    (e)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Debentures and to add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one
Trustee;

     

    (f)           to
make any change (other than as elsewhere provided in this paragraph) that does
not adversely affect the rights of any Securityholder in any material respect;
or

     

    (g)           to
provide for the issuance of and establish the form and terms and conditions of
the Debentures, to establish the form of any certifications required to be
furnished pursuant to the terms of this Indenture or the Debentures, or to add
to the rights of the holders of Debentures.

     

    The
Trustee is hereby authorized to join with the Company in the execution of any
such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance,
transfer and assignment of any property thereunder, but the Trustee shall not be
obligated to, but may in its discretion, enter into any such supplemental
indenture which affects the Trustee’s own rights, duties or immunities under
this Indenture or otherwise.

     

    Any
supplemental indenture authorized by the provisions of this Section 9.1 may
be executed by the Company and the Trustee without the consent of the holders of
any of the Debentures at the time outstanding, notwithstanding any of the
provisions of Section 9.2.

     

    Section
9.2.                                Supplemental Indentures with
Consent of Securityholders.  

     

    With the
consent (evidenced as provided in Section 7.1) of the holders of not less
than a majority in aggregate principal amount of the Debentures at the time
outstanding affected by such supplemental indenture (voting as a class), the
Company, when authorized by a Board Resolution, and the Trustee may from time to
time and at any time enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Debentures; provided, however,

     


    
      
        
           

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    that no
such supplemental indenture shall without the consent of the holders of each
Debenture then outstanding and affected thereby (i) change the fixed
maturity of any Debenture, or reduce the principal amount thereof or any premium
thereon, or reduce the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof or make the principal thereof
or any interest or premium thereon payable in any coin or currency other than
that provided in the Debentures, or impair or affect the right of any
Securityholder to institute suit for payment thereof or impair the right of
repayment, if any, at the option of the holder, or (ii) reduce the
aforesaid percentage of Debentures the holders of which are required to consent
to any such supplemental indenture; provided further, however, that if the
Debentures are held by a trust or a trustee of such trust, such supplemental
indenture shall not be effective until the holders of a majority in Liquidation
Amount of Trust Securities shall have consented to such supplemental indenture;
provided further, however, that if the
consent of the Securityholder of each outstanding Debenture is required, such
supplemental indenture shall not be effective until each holder of the Trust
Securities shall have consented to such supplemental indenture.

     

    Upon the
request of the Company accompanied by a Board Resolution authorizing the
execution of any such supplemental indenture, and upon the filing with the
Trustee of evidence of the consent of Securityholders as aforesaid, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture 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 supplemental
indenture.

     

    Promptly
after the execution by the Company and the Trustee of any supplemental indenture
pursuant to the provisions of this Section, the Trustee shall transmit by mail,
first class postage prepaid, a notice, prepared by the Company, setting forth in
general terms the substance of such supplemental indenture, to the
Securityholders as their names and addresses appear upon the Debenture
Register.  Any failure of the Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

     

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

     

    Section
9.3.                                Effect of Supplemental
Indentures.  

     

    Upon the
execution of any supplemental indenture pursuant to the provisions of this
Article IX, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
the Company and the holders of Debentures shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     

    Section
9.4.                                Notation on
Debentures.  

     

    Debentures
authenticated and delivered after the execution of any supplemental indenture
pursuant to the provisions of this Article IX may bear a notation as to any
matter provided for in such supplemental indenture.  If the Company or
the Trustee shall so determine, new Debentures so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared and
executed by the Company, authenticated by the Trustee or the Authenticating
Agent and delivered in exchange for the Debentures then
outstanding.

     

    Section
9.5.                                Evidence of Compliance of
Supplemental Indenture to be Furnished to
Trustee.  

     

    The
Trustee, subject to the provisions of Sections 6.1 and 6.2, shall, in
addition to the documents required by Section 14.6, receive an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that any
supplemental indenture executed pursuant hereto complies with the requirements
of this Article IX.  The Trustee shall receive an Opinion of
Counsel as conclusive evidence that any supplemental indenture executed pursuant
to this Article IX is authorized or permitted by, and conforms to, the
terms of this

     


    
      
        
           

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    Article IX
and that it is proper for the Trustee under the provisions of this
Article IX to join in the execution thereof.

     

    ARTICLE
X.

     

    REDEMPTION OF
SECURITIES

     

    Section
10.1.                                Optional
Redemption.  

     

    The
Company shall have the right to redeem the Debentures, in whole or in part, but
in all cases in a principal amount with integral multiples of $1,000.00, on any
Interest Payment Date on or after the Interest Payment Date in December 2010
(the “Redemption
Date”), at the Redemption Price.

     

    Section
10.2.                                Special Event
Redemption.  

     

    If a
Special Event shall occur and be continuing, the Company shall have the right to
redeem the Debentures in whole, but not in part, at any Interest Payment Date,
within 120 days following the occurrence of such Special Event (the “Special Redemption
Date”) at the Special Redemption Price.  If the Special Event
redemption occurs prior to the Interest Payment Date in December 2010, the
Company shall appoint a Quotation Agent, which shall be a designee of the
Institutional Trustee, for the purpose of performing the services contemplated
in, or by reference in, the definition of Special Redemption
Price.  Any error in the calculation of the Special Redemption Price
by the Quotation Agent or the Trustee may be corrected at any time by notice
delivered to the Company and the holders of the Debentures.  Subject
to the corrective rights set forth above, all certificates, communications,
opinions, determinations, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of the provisions relating to the
payment and calculation of the Special Redemption Price on the Debentures by the
Trustee or the Quotation Agent, as the case may be, shall (in the absence of
willful default, bad faith or manifest error) be final, conclusive and binding
on the holders of the Debentures and the Company, and no liability shall attach
(except as provided above) to the Trustee or the Quotation Agent in connection
with the exercise or non-exercise by any of them of their respective powers,
duties and discretion.

     

    Section
10.3.                                Notice of Redemption;
Selection of Debentures.  

     

    In case
the Company shall desire to exercise the right to redeem all, or, as the case
may be, any part of the Debentures, it shall cause to be mailed a notice of such
redemption at least 30 and not more than 60 days prior to the Redemption
Date or the Special Redemption Date to the holders of Debentures so to be
redeemed as a whole or in part at their last addresses as the same appear on the
Debenture Register.  Such mailing shall be by first class
mail.  The notice if mailed in the manner herein provided shall be
conclusively presumed to have been duly given, whether or not the holder
receives such notice.  In any case, failure to give such notice by
mail or any defect in the notice to the holder of any Debenture designated for
redemption as a whole or in part shall not affect the validity of the
proceedings for the redemption of any other Debenture.

     

    Each such
notice of redemption shall specify the CUSIP number, if any, of the Debentures
to be redeemed, the Redemption Date or the Special Redemption Date, as
applicable, the Redemption Price or the Special Redemption Price, as applicable,
at which Debentures are to be redeemed, the place or places of payment, that
payment will be made upon presentation and surrender of such Debentures, that
interest accrued to the date fixed for redemption will be paid as specified in
said notice, and that on and after said date interest thereon or on the portions
thereof to be redeemed will cease to accrue.  If less than all the
Debentures are to be redeemed the notice of redemption shall specify the numbers
of the Debentures to be redeemed.  In case the Debentures are to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Debenture, a new Debenture or
Debentures in principal amount equal to the unredeemed portion thereof will be
issued.

     

    Prior to
10:00 a.m. New York City time on the Redemption Date or Special Redemption Date,
as applicable, the Company will deposit with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the Redemption Date or
the Special Redemption Date, as applicable, all

     


    
      
        
           

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    the
Debentures so called for redemption at the appropriate Redemption Price or
Special Redemption Price.

     

    If all,
or less than all, the Debentures are to be redeemed, the Company will give the
Trustee notice not less than 45 nor more than 60 days, respectively, prior
to the Redemption Date or Special Redemption Date, as applicable, as to the
aggregate principal amount of Debentures to be redeemed and the Trustee shall
select, in such manner as in its sole discretion it shall deem appropriate and
fair, the Debentures or portions thereof (in integral multiples of $1,000.00) to
be redeemed.

     

    Section
10.4.                                Payment of Debentures Called
for Redemption.  

     

    If notice
of redemption has been given as provided in Section 10.3, the Debentures or
portions of Debentures with respect to which such notice has been given shall
become due and payable on the Redemption Date or Special Redemption Date, as
applicable, and at the place or places stated in such notice at the applicable
Redemption Price or Special Redemption Price and on and after said date (unless
the Company shall default in the payment of such Debentures at the Redemption
Price or Special Redemption Price, as applicable) interest on the Debentures or
portions of Debentures so called for redemption shall cease to
accrue.  On presentation and surrender of such Debentures at a place
of payment specified in said notice, such Debentures or the specified portions
thereof shall be paid and redeemed by the Company at the applicable Redemption
Price or Special Redemption Price.

     

    Upon
presentation of any Debenture redeemed in part only, the Company shall execute
and the Trustee shall authenticate and make available for delivery to the holder
thereof, at the expense of the Company, a new Debenture or Debentures of
authorized denominations, in principal amount equal to the unredeemed portion of
the Debenture so presented.

     

    ARTICLE
XI.

     

    CONSOLIDATION, MERGER, SALE,
CONVEYANCE AND LEASE

     

    Section
11.1.                                Company May Consolidate,
etc., on Certain Terms.  

     

    Nothing
contained in this Indenture or in the Debentures shall prevent any consolidation
or merger of the Company with or into any other Person (whether or not
affiliated with the Company) or successive consolidations or mergers in which
the Company or its successor or successors shall be a party or parties, or shall
prevent any sale, conveyance, transfer or other disposition of the property of
the Company or its successor or successors as an entirety, or substantially as
an entirety, to any other Person (whether or not affiliated with the Company, or
its successor or successors) authorized to acquire and operate the same; provided, however, that the
Company hereby covenants and agrees that, upon any such consolidation, merger
(where the Company is not the surviving corporation), sale, conveyance, transfer
or other disposition, the due and punctual payment of the principal of (and
premium, if any) and interest on all of the Debentures in accordance with their
terms, according to their tenor, and the due and punctual performance and
observance of all the covenants and conditions of this Indenture to be kept or
performed by the Company, shall be expressly assumed by supplemental indenture
satisfactory in form to the Trustee executed and delivered to the Trustee by the
entity formed by such consolidation, or into which the Company shall have been
merged, or by the entity which shall have acquired such property.

     

    Section
11.2.                                Successor Entity to be
Substituted.  

     

    In case
of any such consolidation, merger, sale, conveyance, transfer or other
disposition and upon the assumption by the successor entity, by supplemental
indenture, executed and delivered to the Trustee and satisfactory in form to the
Trustee, of the due and punctual payment of the principal of and premium, if
any, and interest on all of the Debentures and the due and punctual performance
and observance of all of the covenants and conditions of this Indenture to be
performed or observed by the Company, such successor entity shall succeed to and
be substituted for the Company, with the same effect as if it had been named
herein as the Company, and thereupon the predecessor entity shall be relieved of
any further liability or obligation hereunder or upon the
Debentures.  Such successor entity thereupon may cause to be signed,
and may issue in its own name, any or all of the Debentures issuable hereunder
which theretofore shall not have been signed by the

     


    
      
        
           

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    Company
and delivered to the Trustee or the Authenticating Agent; and, upon the order of
such successor entity instead of the Company and subject to all the terms,
conditions and limitations in this Indenture prescribed, the Trustee or the
Authenticating Agent shall authenticate and deliver any Debentures which
previously shall have been signed and delivered by the officers of the Company,
to the Trustee or the Authenticating Agent for authentication, and any
Debentures which such successor entity thereafter shall cause to be signed and
delivered to the Trustee or the Authenticating Agent for that
purpose.  All the Debentures so issued shall in all respects have the
same legal rank and benefit under this Indenture as the Debentures theretofore
or thereafter issued in accordance with the terms of this Indenture as though
all of such Debentures had been issued at the date of the execution
hereof.

     

    Section
11.3.                                Opinion of Counsel to be
Given to Trustee.  

     

    The
Trustee, subject to the provisions of Sections 6.1 and 6.2, shall receive,
in addition to the Opinion of Counsel required by Section 9.5, an Opinion
of Counsel as conclusive evidence that any consolidation, merger, sale,
conveyance, transfer or other disposition, and any assumption, permitted or
required by the terms of this Article XI complies with the provisions of
this Article XI.

     

    ARTICLE
XII.

     

    SATISFACTION AND DISCHARGE
OF INDENTURE

     

    Section
12.1.                                Discharge of
Indenture.  

     

    When

     

    
      	
               
      

            	
              (a)

            	
              the
      Company shall deliver to the Trustee for cancellation all Debentures
      theretofore authenticated (other than any Debentures which shall have been
      destroyed, lost or stolen and which shall have been replaced or paid as
      provided in Section 2.6) and not theretofore canceled,
    or

            


    

     

    
      	
               
      

            	
              (b)

            	
              all
      the Debentures not theretofore canceled or delivered to the Trustee for
      cancellation shall have become due and payable, or are by their terms to
      become due and payable within 1 year or are to be called for redemption
      within 1 year under arrangements satisfactory to the Trustee for the
      giving of notice of redemption, and the Company shall deposit with the
      Trustee, in trust, funds, which shall be immediately due and payable,
      sufficient to pay at maturity or upon redemption all of the Debentures
      (other than any Debentures which shall have been destroyed, lost or stolen
      and which shall have been replaced or paid as provided in
      Section 2.6) not theretofore canceled or delivered to the Trustee for
      cancellation, including principal and premium, if any, and interest due or
      to become due to such date of maturity or redemption date, as the case may
      be, but excluding, however, the amount of any moneys for the payment of
      principal of, and premium, if any, or interest on the Debentures
      (1) theretofore repaid to the Company in accordance with the
      provisions of Section 12.4, or (2) paid to any state or to the
      District of Columbia pursuant to its unclaimed property or similar
      laws,

            


    

     

    and if in
the case of either clause (a) or clause (b) the Company shall also pay
or cause to be paid all other sums payable hereunder by the Company, then this
Indenture shall cease to be of further effect except for the provisions of
Sections 2.5, 2.6, 2.8, 3.1, 3.2, 3.4, 6.6, 6.8, 6.9 and 12.4 hereof shall
survive until such Debentures shall mature and be paid.  Thereafter,
Sections 6.6 and 12.4 shall survive, and the Trustee, on demand of the
Company accompanied by an Officers’ Certificate and an Opinion of Counsel, each
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with, and at the
cost and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture.  The Company agrees to
reimburse the Trustee for any costs or expenses thereafter reasonably and
properly incurred by the Trustee in connection with this Indenture or the
Debentures.

     

    Section
12.2.                                Deposited Moneys to be Held
in Trust by Trustee.  

     

    Subject
to the provisions of Section 12.4, all moneys deposited with the Trustee
pursuant to Section 12.1 shall be held in trust in a non-interest bearing
account and applied by it to the payment, either directly or through any paying
agent (including

     


    
      
        
           

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    the
Company if acting as its own paying agent), to the holders of the particular
Debentures for the payment of which such moneys have been deposited with the
Trustee, of all sums due and to become due thereon for principal, and premium,
if any, and interest.

     

    Section
12.3.                                Paying Agent to Repay Moneys
Held.  

     

    Upon the
satisfaction and discharge of this Indenture all moneys then held by any paying
agent of the Debentures (other than the Trustee) shall, upon demand of the
Company, be repaid to it or paid to the Trustee, and thereupon such paying agent
shall be released from all further liability with respect to such
moneys.

     

    Section
12.4.                                Return of Unclaimed
Moneys.  

     

    Any
moneys deposited with or paid to the Trustee or any paying agent for payment of
the principal of, and premium, if any, or interest on Debentures and not applied
but remaining unclaimed by the holders of Debentures for 2 years after the date
upon which the principal of, and premium, if any, or interest on such
Debentures, as the case may be, shall have become due and payable, shall,
subject to applicable escheatment laws, be repaid to the Company by the Trustee
or such paying agent on written demand; and the holder of any of the Debentures
shall thereafter look only to the Company for any payment which such holder may
be entitled to collect, and all liability of the Trustee or such paying agent
with respect to such moneys shall thereupon cease.

     

    ARTICLE
XIII.

     

    IMMUNITY OF INCORPORATORS,
STOCKHOLDERS,

     

    OFFICERS AND
DIRECTORS

     

    Section
13.1.                                Indenture and Debentures
Solely Corporate Obligations.  

     

    No
recourse for the payment of the principal of or premium, if any, or interest on
any Debenture, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in this Indenture or in any supplemental indenture, or in any such
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, officer or
director, as such, past, present or future, of the Company or of any successor
Person of the Company, either directly or through the Company or any successor
Person of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Debentures.

     

    ARTICLE
XIV.

     

    MISCELLANEOUS
PROVISIONS

     

    Section
14.1.                                Successors.  

     

    All the
covenants, stipulations, promises and agreements of the Company in this
Indenture shall bind its successors and assigns whether so expressed or
not.

     

    Section
14.2.                                Official Acts by Successor
Entity.  

     

    Any act
or proceeding by any provision of this Indenture authorized or required to be
done or performed by any board, committee or officer of the Company shall and
may be done and performed with like force and effect by the like board,
committee, officer or other authorized Person of any entity that shall at the
time be the lawful successor of the Company.

     

    Section
14.3.                                Surrender of Company
Powers.  

     

    The
Company by instrument in writing executed by authority of at least 2/3
(two-thirds) of its Board of Directors and delivered to the Trustee may
surrender any of the powers reserved to the Company and thereupon such power so
surrendered shall terminate both as to the Company, and as to any permitted
successor.

     

    Section
14.4.                                Addresses for Notices,
etc.  

     

    Any
notice, consent, direction, request, authorization, waiver or demand which by
any provision of this Indenture is required or permitted to be given, made,
furnished or served by the Trustee or by the Securityholders on or to the
Company may be given or served in writing by being deposited postage prepaid by
registered or certified mail in a post office letter box addressed (until
another address is filed by the Company, with the Trustee for the purpose) to
the Company, 3305 Flamingo Drive, Vero Beach, Florida 32963,
Attention:  Jeffrey J. Zimmer.  Any notice, consent,
direction, request, authorization, waiver or demand by any Securityholder or the
Company to or upon the

     


    
      
        
           

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    Trustee
shall be deemed to have been sufficiently given or made, for all purposes, if
given or made in writing at the office of the Trustee, addressed to the Trustee,
Rodney Square North, 1100 North Market Street, Wilmington,
Delaware  19890-1600, Attention:  Corporate Trust
Administration.  Any notice, consent, direction, request,
authorization, waiver or demand on or to any Securityholder shall be deemed to
have been sufficiently given or made, for all purposes, if given or made in
writing at the address set forth in the Debenture Register.

     

    Section
14.5.                                Governing
Law.  

     

    This
Indenture and each Debenture shall be deemed to be a contract made under the law
of the State of New York, and for all purposes shall be governed by and
construed in accordance with the law of said State, without regard to conflict
of laws principles thereof.

     

    Section
14.6.                                Evidence of Compliance with
Conditions Precedent.  

     

    Upon any
application or demand by the Company to the Trustee to take any action under any
of the provisions of this Indenture, the Company shall furnish to the Trustee an
Officers’ Certificate stating that in the opinion of the signers all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with and an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied
with.

     

    Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant provided for in
this Indenture shall include (1) a statement that the person making such
certificate or opinion has read such covenant or condition; (2) 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; (3) a statement that, in the opinion of such person, he 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
complied with; and (4) a statement as to whether or not in the opinion of
such person, such condition or covenant has been complied with.

     

    Section
14.7.                                Table of Contents, Headings,
etc.  

     

    The table
of contents and the titles 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 hereof, and shall in no way modify or restrict any of the
terms or provisions hereof.

     

    Section
14.8.                                Execution in
Counterparts.  

     

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

     

    Section
14.9.                                Separability.  

     

    In case
any one or more of the provisions contained in this Indenture or in the
Debentures shall for any reason be held to be invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any other provisions of this Indenture or of such Debentures, but this Indenture
and such Debentures shall be construed as if such invalid or illegal or
unenforceable provision had never been contained herein or therein.

     

    Section
14.10.                                Assignment.  

     

    The
Company will have the right at all times to assign any of its rights or
obligations under this Indenture to a direct or indirect wholly owned Subsidiary
of the Company, provided that, in the event of any such assignment, the Company
will remain liable for all such obligations.  Subject to the
foregoing, this Indenture is binding upon and inures to the benefit of the
parties hereto and their respective successors and assigns.  This
Indenture may not otherwise be assigned by the parties hereto.

     

    Section
14.11.                                Acknowledgment of
Rights.  

     

    The
Company agrees that, with respect to any Debentures held by the Trust or the
Institutional Trustee of the Trust, if the Institutional Trustee of the Trust
fails to enforce its rights under this Indenture as the holder of Debentures
held as the assets of such Trust after the holders of a majority in Liquidation
Amount of the Capital Securities of such Trust have so directed such
Institutional Trustee, a holder of record of such Capital Securities may, to the
fullest extent permitted by law, institute legal proceedings directly against
the Company to enforce such Institutional Trustee’s rights under this Indenture
without first instituting any legal proceedings against such trustee or any
other

     


    
      
        
           

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    Person.  Notwithstanding
the foregoing, if an Event of Default has occurred and is continuing and such
event is attributable to the failure of the Company to pay interest (or premium,
if any) or principal on the Debentures on the date such interest (or premium, if
any) or principal is otherwise payable (or in the case of redemption, on the
redemption date), the Company agrees that a holder of record of Capital
Securities of the Trust may directly institute a proceeding against the Company
for enforcement of payment to such holder directly of the principal of (or
premium, if any) or interest on the Debentures having an aggregate principal
amount equal to the aggregate Liquidation Amount of the Capital Securities of
such holder on or after the respective due date specified in the
Debentures.

     

    ARTICLE
XV.

     

    SUBORDINATION OF
DEBENTURES

     

    Section
15.1.                                Agreement to
Subordinate.  

     

    The
Company covenants and agrees, and each holder of Debentures by such
Securityholder’s acceptance thereof likewise covenants and agrees, that all
Debentures shall be issued subject to the provisions of this Article XV;
and each holder of a Debenture, whether upon original issue or upon transfer or
assignment thereof, accepts and agrees to be bound by such
provisions.

     

    The
payment by the Company of the principal of, and premium, if any, and interest on
all Debentures shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company, whether outstanding at the date of this
Indenture or thereafter incurred; provided, however, that the
Debentures shall rank pari
passu in right of payment with the Company’s Junior Subordinated
Securities due March 30, 2035 issued pursuant to an Indenture dated as of May
17, 2005 by and between the Company and JPMorgan Chase Bank, National
Association.

     

    No
provision of this Article XV shall prevent the occurrence of any default or
Event of Default hereunder.

     

    Section
15.2.                                Default on Senior
Indebtedness.  

     

    In the
event and during the continuation of any default by the Company in the payment
of principal, premium, interest or any other payment due on any Senior
Indebtedness of the Company following any grace period, or in the event that the
maturity of any Senior Indebtedness of the Company has been accelerated because
of a default and such acceleration has not been rescinded or canceled and such
Senior Indebtedness has not been paid in full, then, in either case, no payment
shall be made by the Company with respect to the principal (including
redemption) of, or premium, if any, or interest on the Debentures.

     

    In the
event that, notwithstanding the foregoing, any payment shall be received by the
Trustee when such payment is prohibited by the preceding paragraph of this
Section 15.2, such payment shall, subject to Section 15.7, be held in
trust for the benefit of, and shall be paid over or delivered to, the holders of
Senior Indebtedness or their respective representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Senior Indebtedness
may have been issued, as their respective interests may appear, but only to the
extent that the holders of the Senior Indebtedness (or their representative or
representatives or a trustee) notify the Trustee in writing within 90 days
of such payment of the amounts then due and owing on the Senior Indebtedness and
only the amounts specified in such notice to the Trustee shall be paid to the
holders of Senior Indebtedness.

     

    Section
15.3.                                Liquidation, Dissolution,
Bankruptcy.  

     

    Upon any
payment by the Company or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to creditors upon any
dissolution or winding-up or liquidation or reorganization of the Company,
whether voluntary or involuntary or in bankruptcy, insolvency, receivership or
other proceedings, all amounts due upon all Senior Indebtedness of the Company
shall first be paid in full, or payment thereof provided for in money in
accordance with its terms, before any payment is made by the Company, on account
of the principal (and premium, if any) or interest on the
Debentures.  Upon any such dissolution or winding-up or liquidation or
reorganization, any payment by the Company, or distribution of assets of the
Company of any kind or character, whether in cash, property or securities, to
which the Securityholders or the Trustee

     


    
      
        
           

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    would be
entitled to receive from the Company, except for the provisions of this
Article XV, shall be paid by the Company, or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Securityholders or by the Trustee under this Indenture
if received by them or it, directly to the holders of Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders,
as calculated by the Company) or their representative or representatives, or to
the trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay such Senior Indebtedness in
full, in money or money’s worth, after giving effect to any concurrent payment
or distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders or to the
Trustee.

     

    In the
event that, notwithstanding the foregoing, any payment or distribution of assets
of the Company of any kind or character, whether in cash, property or
securities, prohibited by the foregoing, shall be received by the Trustee before
all Senior Indebtedness is paid in full, or provision is made for such payment
in money in accordance with its terms, such payment or distribution shall be
held in trust for the benefit of and shall be paid over or delivered to the
holders of such Senior Indebtedness or their representative or representatives,
or to the trustee or trustees under any indenture pursuant to which any
instruments evidencing such Senior Indebtedness may have been issued, as their
respective interests may appear, as calculated by the Company, for application
to the payment of all Senior Indebtedness, remaining unpaid to the extent
necessary to pay such Senior Indebtedness in full in money in accordance with
its terms, after giving effect to any concurrent payment or distribution to or
for the benefit of the holders of such Senior Indebtedness.

     

    For
purposes of this Article XV, the words “cash, property or securities” shall
not be deemed to include shares of stock of the Company as reorganized or
readjusted, or securities of the Company or any other corporation provided for
by a plan of reorganization or readjustment, the payment of which is
subordinated at least to the extent provided in this Article XV with
respect to the Debentures to the payment of all Senior Indebtedness, that may at
the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior
Indebtedness are not, without the consent of such holders, altered by such
reorganization or readjustment.  The consolidation of the Company
with, or the merger of the Company into, another corporation or the liquidation
or dissolution of the Company following the conveyance or transfer of its
property as an entirety, or substantially as an entirety, to another corporation
upon the terms and conditions provided for in Article XI of this Indenture
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section if such other corporation shall, as a part of such
consolidation, merger, conveyance or transfer, comply with the conditions stated
in Article XI of this Indenture.  Nothing in Section 15.2 or
in this Section shall apply to claims of, or payments to, the Trustee under or
pursuant to Section 6.6 of this Indenture.

     

    Section
15.4.                                Subrogation.  

     

    Subject
to the payment in full of all Senior Indebtedness, the Securityholders shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company,
applicable to such Senior Indebtedness until the principal of (and premium, if
any) and interest on the Debentures shall be paid in full.  For the
purposes of such subrogation, no payments or distributions to the holders of
such Senior Indebtedness of any cash, property or securities to which the
Securityholders or the Trustee would be entitled except for the provisions of
this Article XV, and no payment over pursuant to the provisions of this
Article XV to or for the benefit of the holders of such Senior Indebtedness
by Securityholders or the Trustee, shall, as between the Company, its creditors
other than holders of Senior Indebtedness of the Company, and the holders of the
Debentures be deemed to be a payment or distribution by the Company to or on
account of such Senior Indebtedness.  It is understood that the
provisions of this Article XV are and are intended solely for the purposes
of defining the relative rights of the holders of the Securities, on the one
hand, and the holders of such Senior Indebtedness, on the other
hand.

     


    
      
        
           

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    Nothing
contained in this Article XV or elsewhere in this Indenture or in the
Debentures is intended to or shall impair, as between the Company, its creditors
other than the holders of Senior Indebtedness, and the holders of the
Debentures, the obligation of the Company, which is absolute and unconditional,
to pay to the holders of the Debentures the principal of (and premium, if any)
and interest on the Debentures as and when the same shall become due and payable
in accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Debentures and creditors of the Company, other than
the holders of Senior Indebtedness, nor shall anything herein or therein prevent
the Trustee or the holder of any Debenture from exercising all remedies
otherwise permitted by applicable law upon default under this Indenture, subject
to the rights, if any, under this Article XV of the holders of such Senior
Indebtedness in respect of cash, property or securities of the Company, received
upon the exercise of any such remedy.

     

    Upon any
payment or distribution of assets of the Company referred to in this
Article XV, the Trustee, subject to the provisions of Article VI of
this Indenture, and the Securityholders shall be entitled to conclusively rely
upon any order or decree made by any court of competent jurisdiction in which
such dissolution, winding-up, liquidation or reorganization proceedings are
pending, or a certificate of the receiver, trustee in bankruptcy, liquidation
trustee, agent or other Person making such payment or distribution, delivered to
the Trustee or to the Securityholders, for the purposes of ascertaining the
Persons entitled to participate in such distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article XV.

     

    Section
15.5.                                Trustee to Effectuate
Subordination.  

     

    Each
Securityholder by such Securityholder’s acceptance thereof authorizes and
directs the Trustee on such Securityholder’s behalf to take such action as may
be necessary or appropriate to effectuate the subordination provided in this
Article XV and appoints the Trustee such Securityholder’s attorney-in-fact
for any and all such purposes.

     

    Section
15.6.                                Notice by the
Company.  

     

    The
Company shall give prompt written notice to a Responsible Officer of the Trustee
at the Principal Office of the Trustee of any fact known to the Company that
would prohibit the making of any payment of monies to or by the Trustee in
respect of the Debentures pursuant to the provisions of this
Article XV.  Notwithstanding the provisions of this
Article XV or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts that would prohibit the
making of any payment of monies to or by the Trustee in respect of the
Debentures pursuant to the provisions of this Article XV, unless and until
a Responsible Officer of the Trustee at the Principal Office of the Trustee
shall have received written notice thereof from the Company or a holder or
holders of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Article VI of this Indenture, shall be entitled in all respects to assume
that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section at least
2 Business Days prior to the date upon which by the terms hereof any money may
become payable for any purpose (including, without limitation, the payment of
the principal of (or premium, if any) or interest on any Debenture), then,
anything herein contained to the contrary notwithstanding, the Trustee shall
have full power and authority to receive such money and to apply the same to the
purposes for which they were received, and shall not be affected by any notice
to the contrary that may be received by it within 2 Business Days prior to such
date.

     

    The
Trustee, subject to the provisions of Article VI of this Indenture, shall
be entitled to conclusively rely on the delivery to it of a written notice by a
Person representing himself to be a holder of Senior Indebtedness (or a trustee
or representative on behalf of such holder), to establish that such notice has
been given by a holder of such Senior Indebtedness or a trustee or
representative on behalf of any such holder or holders.  In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XV, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness
held

     


    
      
        
           

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    by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article XV, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

     

    Section
15.7.                                Rights of the Trustee;
Holders of Senior Indebtedness.  

     

    The
Trustee in its individual capacity shall be entitled to all the rights set forth
in this Article XV in respect of any Senior Indebtedness at any time held
by it, to the same extent as any other holder of Senior Indebtedness, and
nothing in this Indenture shall deprive the Trustee of any of its rights as such
holder.

     

    With
respect to the holders of Senior Indebtedness, the Trustee undertakes to perform
or to observe only such of its covenants and obligations as are specifically set
forth in this Article XV, and no implied covenants or obligations with
respect to the holders of such Senior Indebtedness shall be read into this
Indenture against the Trustee.  The Trustee shall not be deemed to owe
any fiduciary duty to the holders of such Senior Indebtedness and, subject to
the provisions of Article VI of this Indenture, the Trustee shall not be
liable to any holder of such Senior Indebtedness if it shall pay over or deliver
to Securityholders, the Company or any other Person money or assets to which any
holder of such Senior Indebtedness shall be entitled by virtue of this
Article XV or otherwise.

     

    Nothing
in this Article XV shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 6.6.

     

    Section
15.8.                                Subordination May Not Be
Impaired.  

     

    No right
of any present or future holder of any Senior Indebtedness to enforce
subordination as herein provided shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company, or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company, with the terms, provisions and covenants of this Indenture,
regardless of any knowledge thereof that any such holder may have or otherwise
be charged with.

     

    Without
in any way limiting the generality of the foregoing paragraph, the holders of
Senior Indebtedness may, at any time and from time to time, without the consent
of or notice to the Trustee or the Securityholders, without incurring
responsibility to the Securityholders and without impairing or releasing the
subordination provided in this Article XV or the obligations hereunder of
the holders of the Debentures to the holders of such Senior Indebtedness, do any
one or more of the following:  (i) change the manner, place or
terms of payment or extend the time of payment of, or renew or alter, such
Senior Indebtedness, or otherwise amend or supplement in any manner such Senior
Indebtedness or any instrument evidencing the same or any agreement under which
such Senior Indebtedness is outstanding; (ii) sell, exchange, release or
otherwise deal with any property pledged, mortgaged or otherwise securing such
Senior Indebtedness; (iii) release any Person liable in any manner for the
collection of such Senior Indebtedness; and (iv) exercise or refrain from
exercising any rights against the Company, and any other Person.

     

    Signatures
appear on the following page

     


    
      
        
           

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

    


    BIMINI
MORTGAGE MANAGEMENT, INC.

    


    


    By

    Name:

    Title:

    


    


    WILMINGTON
TRUST COMPANY, as Trustee

    


    


    By

    Name:

    Title:


    
      
        
           

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    EXHIBIT
A

     

    FORM
OF FIXED/FLOATING RATE JUNIOR SUBORDINATED DEBENTURE

     

    [FORM OF
FACE OF SECURITY]

     

    THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE
SECURITIES LAW.  NEITHER THIS SECURITY NOR ANY INTEREST OR
PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.  THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO
OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY ONLY (A) TO THE COMPANY,
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE
UNDER THE SECURITIES ACT, (C) TO A PERSON WHOM THE SELLER REASONABLY
BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A IN ACCORDANCE WITH RULE 144A, (D) TO A
NON-U.S. PERSON IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR
RULE 904 (AS APPLICABLE) OF REGULATION S UNDER THE SECURITIES ACT,
(E) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF
SUBPARAGRAPH (A) OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THIS SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW
TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF
THE SECURITIES ACT, OR (F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S
RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO IT IN
ACCORDANCE WITH THE INDENTURE, A COPY OF WHICH MAY BE OBTAINED FROM THE
COMPANY.

     

    THE
HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF ALSO AGREES, REPRESENTS AND
WARRANTS THAT IT IS NOT AN EMPLOYEE BENEFIT, INDIVIDUAL RETIREMENT ACCOUNT OR
OTHER PLAN OR ARRANGEMENT SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”),  OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) (EACH A “PLAN”), OR AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S
INVESTMENT IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY
ACQUIRE OR HOLD THE SECURITIES OR ANY INTEREST THEREIN, UNLESS SUCH PURCHASER OR
HOLDER IS ELIGIBLE FOR EXEMPTIVE RELIEF AVAILABLE UNDER U.S. DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 96-23, 95-60, 91-38, 90-1 OR 84-14 OR
ANOTHER APPLICABLE EXEMPTION OR ITS PURCHASE AND HOLDING OF THIS SECURITY IS NOT
PROHIBITED BY SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WITH RESPECT TO
SUCH PURCHASE OR HOLDING.  ANY PURCHASER OR HOLDER OF THE SECURITIES
OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS PURCHASE AND
HOLDING THEREOF THAT EITHER (i) IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY

     


    
      
        
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    EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE, OR (ii) SUCH PURCHASE WILL NOT
RESULT IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE FOR WHICH THERE IS NO APPLICABLE STATUTORY OR ADMINISTRATIVE
EXEMPTION.

     

    THIS
SECURITY WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING AN
AGGREGATE PRINCIPAL AMOUNT OF NOT LESS THAN $100,000.00 AND MULTIPLES OF
$1,000.00 IN EXCESS THEREOF.  ANY ATTEMPTED TRANSFER OF THIS SECURITY
IN A BLOCK HAVING AN AGGREGATE PRINCIPAL AMOUNT OF LESS THAN $100,000.00 SHALL
BE DEEMED TO BE VOID AND OF NO LEGAL EFFECT WHATSOEVER.

     

    THE
HOLDER OF THIS SECURITY AGREES THAT IT WILL COMPLY WITH THE FOREGOING
RESTRICTIONS.

     

    IN
CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND
TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS MAY BE REQUIRED BY THE
INDENTURE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING
RESTRICTIONS.

     

    Fixed/Floating
Rate Junior Subordinated Debenture

     

    of

     

    Bimini
Mortgage Management, Inc.

     

    October
5, 2005

     

    Bimini
Mortgage Management, Inc., a Maryland corporation (the “Company” which term
includes any successor Person under the Indenture hereinafter referred to), for
value received promises to pay to Wilmington Trust Company, not in its
individual capacity but solely as Institutional Trustee for Bimini Capital
Trust II (the “Holder”) or registered assigns, the principal sum of fifty
one million five hundred forty seven thousand dollars ($51,547,000.00) on
December 15, 2035, and to pay interest on said principal sum from October 5,
2005, or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for, quarterly in arrears on
March 15, June 15, September 15 and December 15 of each year
or if such day is not a Business Day, then the next succeeding Business Day
(each such date, an “Interest Payment Date”) (it being understood that interest
accrues for any such non-Business Day during the applicable Distribution Period,
beginning on or after December 15, 2010), commencing on the Interest
Payment Date in December 2005, at an annual rate equal to 7.8575% beginning on
(and including) the date of original issuance and ending on (but excluding) the
Interest Payment Date in December 2010 and at an annual rate for each successive
period beginning on (and including) the Interest Payment Date in December 2010,
and each succeeding Interest Payment Date, and ending on (but excluding) the
next succeeding Interest Payment Date (each a “Distribution Period”), equal to
3-Month LIBOR, determined as described below, plus 3.50% (the “Coupon Rate”),
applied to the principal amount hereof, until the principal hereof is paid or
duly provided for or made available for payment; provided, however, that any
overdue principal, premium, if any, or Additional Sums and any overdue
installment of interest shall bear Additional Interest at the Interest Rate in
effect for each applicable period, compounded quarterly, from the dates such
amounts are due until they are paid or made available for payment and such
interest shall be payable on demand.  The amount of interest payable
(i) for any Distribution Period commencing on or after the date of original
issuance but before the Interest Payment Date in December 2010 will be computed
on the basis of a 360-day year of twelve 30-day months, and (ii) for the
Distribution Period commencing on the Interest Payment Date in December 2010 and
each succeeding Distribution Period will be computed on the basis of the actual
number of days in the Distribution Period concerned divided by
360.  The interest installment so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture,
be paid to the Person in whose name this Debenture (or one or more Predecessor
Securities) is registered at the close of business on the regular record date
for such interest installment, which shall be fifteen

     


    
      
        
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    Business
Days prior to the day on which the relevant Interest Payment Date
occurs.  Any such interest installment not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on such regular
record date and may be paid to the Person in whose name this Debenture (or one
or more Predecessor Securities) is registered at the close of business on a
special record date.

     

    “3-Month
LIBOR” as used herein, means the London interbank offered interest rate for
three-month U.S. dollar deposits determined by the Trustee in the following
order of priority:  (i) the rate (expressed as a percentage per annum)
for U.S. dollar deposits having a three-month maturity that appears on Telerate
Page 3750 as of 11:00 a.m. (London time) on the related Determination Date
(“Telerate Page 3750” means the display designated as “Page 3750” on the
Moneyline Telerate Service or such other page as may replace Page 3750 on that
service or such other service or services as may be nominated by the British
Bankers’ Association as the information vendor for the purpose of displaying
London interbank offered rates for U.S. dollar deposits); (ii) if such rate
cannot be identified on the related Determination Date, the Trustee will request
the principal London offices of four leading banks in the London interbank
market to provide such banks’ offered quotations (expressed as percentages per
annum) to prime banks in the London interbank market for U.S. dollar deposits
having a three-month maturity as of 11:00 a.m. (London time) on such
Determination Date.  If at least two quotations are provided, 3-Month
LIBOR will be the arithmetic mean of such quotations; (iii) if fewer than
two such quotations are provided as requested in clause (ii) above, the Trustee
will request four major New York City banks to provide such banks’ offered
quotations (expressed as percentages per annum) to leading European banks for
loans in U.S. dollars as of 11:00 a.m. (London time) on such Determination
Date.  If at least two such quotations are provided, 3-Month LIBOR
will be the arithmetic mean of such quotations; and (iv) if fewer than two
such quotations are provided as requested in clause (iii) above, 3-Month LIBOR
will be a 3-Month LIBOR determined with respect to the Distribution Period
immediately preceding such current Distribution Period.  If the rate
for U.S. dollar deposits having a three-month maturity that initially appears on
Telerate Page 3750 as of 11:00 a.m. (London time) on the related Determination
Date is superseded on the Telerate Page 3750 by a corrected rate by 12:00 noon
(London time) on such Determination Date, then the corrected rate as so
substituted on the applicable page will be the applicable 3-Month LIBOR for such
Determination Date.  As used herein, “Determination Date” means the
date that is two London Banking Days (i.e., a business day in which dealings in
deposits in U.S. dollars are transacted in the London interbank market)
preceding the commencement of the relevant Distribution Period.

     

    The
Interest Rate for any Distribution Period will at no time be higher than the
maximum rate then permitted by New York law as the same may be modified by
United States law.

     

    All
percentages resulting from any calculations on the Debentures will be rounded,
if necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 9.876545% (or
..09876545) being rounded to 9.87655% (or .0987655), and all dollar amounts used
in or resulting from such calculation will be rounded to the nearest cent (with
one-half cent being rounded upward)).

     

    The
principal of and interest on this Debenture shall be payable at the office or
agency of the Trustee (or other paying agent appointed by the Company)
maintained for that purpose in any coin or currency of the United States of
America that at the time of payment is legal tender for payment of public and
private debts; provided, however, that payment
of interest may be made by check mailed to the registered holder at such address
as shall appear in the Debenture Register if a request for a wire transfer by
such holder has not been received by the Company or by wire transfer to an
account appropriately designated by the holder
hereof.  Notwithstanding the foregoing, so long as the holder of this
Debenture is the Institutional Trustee, the payment of the principal of and
interest on this Debenture will be made in immediately available funds at such
place and to such account as may be designated by the Trustee.

     

    The
indebtedness evidenced by this Debenture is, to the extent provided in the
Indenture, subordinate and junior in right of payment to the prior payment in
full of all Senior Indebtedness, and this

     


    
      
        
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    Debenture
is issued subject to the provisions of the Indenture with respect
thereto.  Each holder of this Debenture, by accepting the same,
(a) agrees to and shall be bound by such provisions, (b) authorizes
and directs the Trustee on his or her behalf to take such action as may be
necessary or appropriate to acknowledge or effectuate the subordination so
provided and (c) appoints the Trustee his or her attorney-in-fact for any
and all such purposes.  Each holder hereof, by his or her acceptance
hereof, hereby waives all notice of the acceptance of the subordination
provisions contained herein and in the Indenture by each holder of Senior
Indebtedness, whether now outstanding or hereafter incurred, and waives reliance
by each such holder upon said provisions.

     

    This
Debenture shall not be entitled to any benefit under the Indenture hereinafter
referred to, be valid or become obligatory for any purpose until the certificate
of authentication hereon shall have been signed by or on behalf of the
Trustee.

     

    The
provisions of this Debenture are continued on the reverse side hereof and such
provisions shall for all purposes have the same effect as though fully set forth
at this place.

     


    
      
        
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    IN
WITNESS WHEREOF, the Company has duly executed this certificate.

     

    BIMINI
MORTGAGE MANAGEMENT, INC.

     

    


    


    By

    Name:

    Title:

    


    CERTIFICATE OF
AUTHENTICATION

    


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

    


    WILMINGTON
TRUST COMPANY, as Trustee

    


    


    By:

    Authorized Officer

    



    
      
        
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    [FORM OF
REVERSE OF DEBENTURE]

    


    This
Debenture is one of the fixed/floating rate junior subordinated debentures of
the Company, all issued or to be issued under and pursuant to the Indenture
dated as of October 5, 2005 (the “Indenture”), duly executed and delivered
between the Company and the Trustee, to which Indenture reference is hereby made
for a description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Trustee, the Company and the holders of the
Debentures.  The Debentures are limited in aggregate principal amount
as specified in the Indenture.

     

    Upon the
occurrence and continuation of a Special Event prior to the Interest Payment
Date in December 2010, the Company shall have the right to redeem the Debentures
in whole, but not in part, at any Interest Payment Date, within 120 days
following the occurrence of such Special Event, at the Special Redemption
Price.

     

    In
addition, the Company shall have the right to redeem the Debentures, in whole or
in part, but in all cases in a principal amount with integral multiples of
$1,000.00, on any Interest Payment Date on or after the Interest Payment Date in
December 2010, at the Redemption Price.

     

    Prior to
10:00 a.m. New York City time on the Redemption Date or Special Redemption Date,
as applicable, the Company will deposit with the Trustee or with one or more
paying agents an amount of money sufficient to redeem on the Redemption Date or
the Special Redemption Date, as applicable, all the Debentures so called for
redemption at the appropriate Redemption Price or Special Redemption
Price.

     

    If all,
or less than all, the Debentures are to be redeemed, the Company will give the
Trustee notice not less than 45 nor more than 60 days, respectively, prior
to the Redemption Date or Special Redemption Date, as applicable, as to the
aggregate principal amount of Debentures to be redeemed and the Trustee shall
select, in such manner as in its sole discretion it shall deem appropriate and
fair, the Debentures or portions thereof (in integral multiples of $1,000.00) to
be redeemed.

     

    Notwithstanding
the foregoing, any redemption of Debentures by the Company shall be subject to
the receipt of any and all required regulatory approvals.

     

    In case
an Event of Default shall have occurred and be continuing, upon demand of the
Trustee, the principal of all of the Debentures shall become due and payable in
the manner, with the effect and subject to the conditions provided in the
Indenture.

     

    The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal amount
of the Debentures at the time outstanding, to execute supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of the
Debentures; provided, however, that no such
supplemental indenture shall without the consent of the holders of each
Debenture then outstanding and affected thereby (i) change the fixed
maturity of any Debenture, or reduce the principal amount thereof or any premium
thereon, or reduce the rate or extend the time of payment of interest thereon,
or reduce any amount payable on redemption thereof or make the principal thereof
or any interest or premium thereon payable in any coin or currency other than
that provided in the Debentures, or impair or affect the right of any
Securityholder to institute suit for payment thereof or impair the right of
repayment, if any, at the option of the holder, or (ii) reduce the
aforesaid percentage of Debentures the holders of which are required to consent
to any such supplemental indenture.

     

    The
Indenture also contains provisions permitting the holders of a majority in
aggregate principal amount of the Debentures at the time outstanding on behalf
of the holders of all of the Debentures to waive (or modify any previously
granted waiver of) any past default or Event of Default, and its consequences,
except a default (a) in the payment of principal of, premium, if any, or
interest on any of the Debentures, (b) in respect of covenants or
provisions hereof or of the Indenture which cannot be

     


    
      
        
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    modified
or amended without the consent of the holder of each Debenture affected, or
(c) in respect of the covenants contained in Section 3.9 of the
Indenture; provided, however, that if the
Debentures are held by the Trust or a trustee of such trust, such waiver or
modification to such waiver shall not be effective until the holders of a
majority in Liquidation Amount of Trust Securities of the Trust shall have
consented to such waiver or modification to such waiver, provided, further, that if the
consent of the holder of each outstanding Debenture is required, such waiver
shall not be effective until each holder of the Trust Securities of the Trust
shall have consented to such waiver.  Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of the
Indenture and the Company, the Trustee and the holders of the Debentures shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other default or Event of Default
or impair any right consequent thereon.  Whenever any default or Event
of Default hereunder shall have been waived as permitted by the Indenture, said
default or Event of Default shall for all purposes of the Debentures and the
Indenture be deemed to have been cured and to be not continuing.

     

    No
reference herein to the Indenture and no provision of this Debenture or of the
Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and premium, if any, and interest,
including Additional Interest, on this Debenture at the time and place and at
the rate and in the money herein prescribed.

     

    The
Company has agreed that if Debentures are initially issued to the Trust or a
trustee of such Trust in connection with the issuance of Trust Securities by the
Trust (regardless of whether Debentures continue to be held by such Trust) and
there shall have occurred and be continuing an Event of Default, then the
Company shall not, and shall not allow any Affiliate of the Company to,
(x) declare or pay any dividends or distributions on, or redeem, purchase,
acquire, or make a liquidation payment with respect to, any of the Company’s
capital stock or its Affiliates’ capital stock (other than payments of dividends
or distributions to the Company) or make any guarantee payments with respect to
the foregoing or (y) make any payment of principal of or interest or
premium, if any, on or repay, repurchase or redeem any debt securities of the
Company or any Affiliate that rank pari passu in all respects
with or junior in interest to the Debentures (other than, with respect to
clauses (x) and (y) above,  (1) repurchases, redemptions or other
acquisitions of shares of capital stock of the Company in connection with any
employment contract, benefit plan or other similar arrangement with or for the
benefit of one or more employees, officers, directors or consultants, in
connection with a dividend reinvestment or stockholder stock purchase plan or in
connection with the issuance of capital stock of the Company (or securities
convertible into or exercisable for such capital stock) as consideration in an
acquisition transaction entered into prior to the applicable default, if any,
(2) as a result of any exchange or conversion of any class or series of the
Company’s capital stock (or any capital stock of a subsidiary of the Company)
for any class or series of the Company’s capital stock or of any class or series
of the Company’s indebtedness for any class or series of the Company’s capital
stock, (3) the purchase of fractional interests in shares of the Company’s
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged, (4) any declaration of
a dividend in connection with any stockholders’ rights plan, or the issuance of
rights, stock or other property under any stockholders’ rights plan, or the
redemption or repurchase of rights pursuant thereto, or (5) any dividend in
the form of stock, warrants, options or other rights where the dividend stock or
the stock issuable upon exercise of such warrants, options or other rights is
the same stock as that on which the dividend is being paid or ranks pari passu with or junior to
such stock and any cash payments in lieu of fractional shares issued in
connection therewith).

     

    The
Debentures are issuable only in registered, certificated form without coupons
and in minimum denominations of $100,000.00 and any multiple of $1,000.00 in
excess thereof.  As provided in the Indenture and subject to the
transfer restrictions and limitations as may be contained herein and therein
from time to time, this Debenture is transferable by the holder hereof on the
Debenture Register of the Company.  Upon due presentment for
registration of transfer of any Debenture at the Principal Office of the Trustee
or at any office or agency of the Company maintained for such purpose as
provided in

     


    
      
        
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    Section 3.2
of the Indenture, the Company shall execute, the Company or the Trustee shall
register and the Trustee or the Authenticating Agent shall authenticate and make
available for delivery in the name of the transferee or transferees a new
Debenture for a like aggregate principal amount.  All Debentures
presented for registration of transfer or for exchange or payment shall (if so
required by the Company or the Trustee or the Authenticating Agent) be duly
endorsed by, or be accompanied by a written instrument or instruments of
transfer in form satisfactory to, the Company and the Trustee or the
Authenticating Agent duly executed by the holder or his attorney duly authorized
in writing.  No service charge shall be made for any exchange or
registration of transfer of Debentures, but the Company or the Trustee may
require payment of a sum sufficient to cover any tax, fee or other governmental
charge that may be imposed in connection therewith.

     

    Prior to
due presentment for registration of transfer of any Debenture, the Company, the
Trustee, any Authenticating Agent, any paying agent, any transfer agent and any
Debenture registrar may deem the Person in whose name such Debenture shall be
registered upon the Debenture Register to be, and may treat him as, the absolute
owner of such Debenture (whether or not such Debenture shall be overdue) for the
purpose of receiving payment of or on account of the principal of, premium, if
any, and interest on such Debenture and for all other purposes; and neither the
Company nor the Trustee nor any Authenticating Agent nor any paying agent nor
any transfer agent nor any Debenture registrar shall be affected by any notice
to the contrary.  All such payments so made to any holder for the time
being or upon his order shall be valid, and, to the extent of the sum or sums so
paid, effectual to satisfy and discharge the liability for moneys payable upon
any such Debenture.

     

    No
recourse for the payment of the principal of or premium, if any, or interest on
any Debenture, or for any claim based thereon or otherwise in respect thereof,
and no recourse under or upon any obligation, covenant or agreement of the
Company in the Indenture or in any supplemental indenture, or in any such
Debenture, or because of the creation of any indebtedness represented thereby,
shall be had against any incorporator, stockholder, employee, officer or
director, as such, past, present or future, of the Company or of any successor
Person of the Company, either directly or through the Company or any successor
Person of the Company, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or otherwise, it being
expressly understood that all such liability is hereby expressly waived and
released as a condition of, and as a consideration for, the execution of the
Indenture and the issue of the Debentures.

     

    Capitalized
terms used and not defined in this Debenture shall have the meanings assigned in
the Indenture dated as of the date of original issuance of this Debenture
between the Trustee and the Company.

     

    THE
INDENTURE AND THE DEBENTURES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THEREOF.

     


    
      
        
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    EXHIBIT
B

    


    FORM
OF CERTIFICATE TO TRUSTEE

    


    Pursuant to Section 3.5 of the
Indenture between Bimini Mortgage Management, Inc., as the Company (the
“Company”), and Wilmington Trust Company, as Trustee, dated as of October 5,
2005 (the “Indenture”), the undersigned hereby certifies as
follows:

     

    
      	
               
      

            	
              1.

            	
              In
      my capacity as an officer of the Company, I would normally have knowledge
      of any default by the Company during the last fiscal year in the
      performance of any covenants of the Company contained in the
      Indenture.

            


    

     

    
      	
               
      

            	
              2.

            	
              [To
      my knowledge, the Company is not in default in the performance of any
      covenants contained in the
Indenture.

            


    

     

    or,
alternatively:

     

    I am
aware of the default(s) in the performance of covenants in the Indentures, as
specified below.]

     

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

     

    IN WITNESS WHEREOF, the undersigned has
executed this Certificate.

     

    


     

    Date:

    


    


    ______________________________

    Name:

    Title: