bmnm10q09302008ex10_18.htm


    
       

       

      
        
          
            	 
      	 
      	
                    
                    

                    Exhibit
      10.18

                    Execution
      Copy

                    
                    

                    
                    

                  


          

          


        

      

    


    
      SECOND
AMENDED AND RESTATED TRUST AGREEMENT

       

      


       

      among

       

      


       

      


    

    BIMINI
MORTGAGE MANAGEMENT, INC.,

     

    as Depositor

     

    


     

    


     

    JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION

     

    as
Property Trustee

     

    


     

    


     

    


     

    


     

    CHASE
BANK USA, NATIONAL ASSOCIATION,

     

    as
Delaware Trustee

     

    


     

    and

     

    


     

    


     

    THE
ADMINISTRATIVE TRUSTEES NAMED HEREIN

     

    as
Administrative Trustees

     

    


     

    ________________

     

    


     

    


     

    Dated as
of September 26, 2005

     

    


     

    ________________

     

    


     

    
      BIMINI
CAPITAL TRUST I

    


    
      
        
          
            	
                    5093318
      04310929

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          CONTENTS

           

          Clause                                                                                                                                 Page

           

          


        

      

    


    
      	
              ARTICLE I.

            	
              Defined
      Terms 

            	
              1

            


    

     

    
      	
               
      

            	
              Section
      1.1.

            	
              Definitions 

            	
              1

            


    

     

    
      	
              ARTICLE
      II.

            	 The
      Trust	
               11

            


    

     

    
      	
               
      

            	
              Section
      2.1.

            	
              Name 

            	
              11

            


    

     

    
      	
               
      

            	
              Section
      2.2.

            	
              Office
      of the Delaware Trustee; Principal Place of Business 

            	
              11

            


    

     

    
      	
               
      

            	
              Section
      2.3.

            	
              Initial
      Contribution of Trust Property; Fees, Costs and
    Expenses 

            	
              11

            


    

     

    
      	
               
      

            	
              Section
      2.4.

            	
              Purposes
      of Trust 

            	
              11

            


    

     

    
      	
               
      

            	
              Section
      2.5.

            	Authorization
      to Enter into Certain Transactions 	
              12

            


    

     

    
      	
               
      

            	
              Section
      2.6.

            	
              Assets
      of Trust 

            	
              14

            


    

     

    
      	
               
      

            	
              Section
      2.7.

            	
              Title
      to Trust Property 

            	
              14

            


    

     

    
      	
              ARTICLE
      III.

            	 Payment
      Account;  Paying Agents 	
              15

            


    

     

    
      	
               
      

            	
              Section
      3.1.

            	
              Payment
      Account 

            	
              15

            


    

     

    
      	
               
      

            	
              Section
      3.2.

            	
              Appointment
      of Paying Agents 

            	
              15

            


    

     

    
      	
               
      ARTICLE IV.

            	 Distributions;
      Redemption 	
              16

            


    

     

    
      	
               
      

            	
              Section
      4.1.

            	
              Distributions 

            	
              16

            


    

     

    
      	
               
      

            	
              Section
      4.2.

            	
              Redemption 

            	
              17

            


    

     

    
      	
               
      

            	
              Section
      4.3.

            	
              Subordination
      of Common Securities 

            	
              19

            


    

     

    
      	
               
      

            	
              Section
      4.4.

            	
              Payment
      Procedures 

            	
              20

            


    

     

    
      	
               
      

            	
              Section
      4.5.

            	
              Withholding
      Tax 

            	
              20

            


    

     

    
      	
               
      

            	
              Section
      4.6.

            	
              Tax
      Returns and Other Reports 

            	
              21

            


    

     

    
      	
               
      

            	
              Section
      4.7.

            	
              Payment
      of Taxes, Duties, Etc. of the Trust 

            	
              21

            


    

     

    
      	
               
      

            	
              Section
      4.8.

            	
              Payments
      under Indenture or Pursuant to Direct Actions 

            	
              21

            


    

     

    
      	
               
      

            	
              Section
      4.9.

            	
              Exchanges 

            	
              21

            


    

     

    
      	
               
      

            	 Section
      4.10.	 Calculation
      Agent	
               22

            


    

     

    
      	
               
      

            	 Section
      4.11.	 Certain
      Accounting Matters	
               23

            


    

     

    
      	
               
      ARTICLE V.

            	 Securities	
               24

            


    

     

    
      	
               
      

            	
              Section
      5.1.

            	
              Initial
      Ownership 

            	
              24

            


    

     

    
      	
               
      

            	
              Section
      5.2.

            	
              Authorized
      Trust Securities 

            	
              24

            


    

     

    
      	
               
      

            	
              Section
      5.3.

            	
              Issuance
      of the Common Securities; Subscription and Purchase of
      Notes 

            	
              24

            


    

     

    
      	
               
      

            	
              Section
      5.4.

            	
              The
      Securities Certificates 

            	
              24

            


    

     

    
      	
               
      

            	
              Section
      5.5.

            	
              Rights
      of Holders 

            	
              25

            


    

     

    
      	
               
      

            	
              Section
      5.6.

            	
              Book-Entry
      Preferred Securities 

            	
              25

            


    

     

    
      	
               
      

            	
              Section
      5.7.

            	
              Registration
      of Transfer and Exchange of Preferred Securities
      Certificates 

            	
              27

            


    

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          CONTENTS

           

          
            Clause                                                                                                                                 Page

             

          

           

          


        

      

    

                                  

    
      	
               
      

            	
              Section
      5.8.

               

              Section
      5.9.

            	
              Mutilated,
      Destroyed, Lost or Stolen Securities Certificates

               

              Persons
      Deemed Holders 

            	
              28

               

              29

            


    

     

    
      	
               
      

            	 Section
      5.10.	 Cancellation
      	
              29

            


    

     

    
      	
               
      

            	 Section
      5.11.	 Ownership
      of Common Securities by Depositor	
               30

            


    

     

    
      	
               
      

            	 Section
      5.12.	 Restricted
      Legends	
               30

            


    

     

    
      	
               
      

            	 Section
      5.13.	 Form
      of Certificate of Authentication	
               32

            


    

     

    
      	
               
      ARTICLE VI.

            	 Meetings;
      Voting; Acts of Holders 	
               33

            


    

     

    
      	
               
      

            	
              Section
      6.1.

            	
              Notice
      of Meetings 

            	
              33

            


    

     

    
      	
               
      

            	
              Section
      6.2.

            	 Meetings
      of Holders of the Preferred Securities	
               33

            


    

     

    
      	
               
      

            	
              Section
      6.3.

            	
              Voting
      Rights 

            	
              33

            


    

     

    
      	
               
      

            	
              Section
      6.4.

            	
              Proxies,
      Etc 

            	
              34

            


    

     

    
      	
               
      

            	
              Section
      6.5.

            	
              Holder
      Action by Written Consent 

            	
              34

            


    

     

    
      	
               
      

            	
              Section
      6.6.

            	
              Record
      Date for Voting and Other Purposes 

            	
              34

            


    

     

    
      	
               
      

            	
              Section
      6.7.

            	
              Acts
      of Holders 

            	
              34

            


    

     

    
      	
               
      

            	
              Section
      6.8.

            	
              Inspection
      of Records 

            	
              35

            


    

     

    
      	
               
      

            	
              Section
      6.9.

            	
              Limitations
      on Voting Rights 

            	
              35

            


    

     

    
      	
               
      

            	 Section
      6.10.	Acceleration
      of Maturity; Rescission of Annulment; Waivers of Past Defaults	
               36

            


    

     

    
      	
               
      ARTICLE VII.

            	 Representations
      and Warranties	
               39

            


    

     

    
      	
               
      

            	
              Section
      7.1.

            	
              Representations
      and Warranties of the Property Trustee and the Delaware
      Trustee 

            	
              39

            


    

     

    
      	
               
      

            	
              Section
      7.2.

            	
              Representations
      and Warranties of Depositor 

            	
              40

            


    

     

    
      	
               
      ARTICLE VIII.

            	 The
      Trustees	
               41

            


    

     

    
      	
               
      

            	
              Section
      8.1.

            	
              Number
      of Trustees 

            	
              41

            


    

     

    
      	
               
      

            	
              Section
      8.2.

            	
              Property
      Trustee Required 

            	
              41

            


    

     

    
      	
               
      

            	
              Section
      8.3.

            	
              Delaware
      Trustee Required 

            	
              42

            


    

     

    
      	
               
      

            	
              Section
      8.4.

            	
              Appointment
      of Administrative Trustees 

            	
              42

            


    

     

    
      	
               
      

            	
              Section
      8.5.

            	
              Duties
      and Responsibilities of the Trustees 

            	
              42

            


    

     

    
      	
               
      

            	
              Section
      8.6.

            	
              Notices
      of Defaults and Extensions 

            	
              44

            


    

     

    
      	
               
      

            	
              Section
      8.7.

            	
              Certain
      Rights of Property Trustee 

            	
              44

            


    

     

    
      	
               
      

            	
              Section
      8.8.

            	
              Delegation
      of Power 

            	
              47

            


    

     

    
      	
               
      

            	
              Section
      8.9.

            	
              May
      Hold Securities 

            	
              47

            


    

     

    
      	
               
      

            	 Section
      8.10.	 Compensation;
      Reimbursement; Indemnity 	
               47

            


    

     

    
      	
               
      

            	 Section
      8.11.	 Resignation
      and Removal; Appointment of Successor 	
              48

            


    

     

    
      	
               
      

            	 Section
      8.12.	 Acceptance
      of Appointment by Successor	
               49

            


    

     

    
      	
               
      

            	 Section
      8.13.	 Merger,
      Conversion, Consolidation or Succession to Business 	
              50

            


    

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          CONTENTS

           

          
            Clause                                                                                                                                 Page

             

          

           

          


        

      

    

     

    
      	
               
      

            	
               Section
      8.14.  

               

               Section
      8.15.

            	
               Not
      Responsible for Recitals or Issuance of Securities

               

              Property
      Trustee May File Proofs of Claim 

            	
              50

               

              50

            


    

     

    
      	
               
      

            	 Section
      8.16.	 Reports
      to the Property Trustee 	
              51

            


    

     

    
      	
               
      ARTICLE IX.

            	 Termination,
      Liquidation and Merger 	
              52

            


    

     

    
      	
               
      

            	
              Section
      9.1.

            	
              Dissolution
      Upon Expiration Date 

            	
              52

            


    

     

    
      	
               
      

            	
              Section
      9.2.

            	
              Early
      Termination 

            	
              52

            


    

     

    
      	
               
      

            	
              Section
      9.3.

            	
              Termination 

            	
              52

            


    

     

    
      	
               
      

            	
              Section
      9.4.

            	
              Liquidation 

            	
              52

            


    

     

    
      	
               
      

            	
              Section
      9.5.

            	
              Mergers,
      Consolidations, Amalgamations or Replacements of
    Trust 

            	
              54

            


    

     

    
      	
               
      ARTICLE X.

            	 Miscellaneous
      Provisions	
               55

            


    

     

    
      	
               
      

            	 Section
      10.1.	 Limitation
      of Rights of Holders 	
              55

            


    

     

    
      	
               
      

            	 Section
      10.2.	 Agreed
      Tax Treatment of Trust and Trust Securities	
               55

            


    

     

    
      	
               
      

            	 Section
      10.3.	 Amendment	
               56

            


    

     

    
      	
               
      

            	 Section
      10.4.	 Separability	
               57

            


    

     

    
      	
               
      

            	 Section
      10.5.	 Governing
      Law 	
              57

            


    

     

    
      	
               
      

            	 Section
      10.6.	 Successors	
               57

            


    

     

    
      	
               
      

            	 Section
      10.7.	 Headings	
               58

            


    

     

    
      	
               
      

            	 Section
      10.8.	 Reports,
      Notices and Demands	
               58

            


    

     

    
      	
               
      

            	 Section
      10.9.	Agreement
      Not to Petition 	
              58

            


    

     

    
      	
               
      

            	 Section
      10.10.	 Counterparts
      	
              59

            


    

     

    Exhibit
A                      Certificate
of Trust of Bimini Capital Trust I

    Exhibit
B                      Form
of Common Securities Certificate

    Exhibit
C                      Form
of Preferred Securities Certificate

    Exhibit
D                      Junior
Subordinated Indenture

    Exhibit
E                      Form
of Transferee Certificate to be Executed for Transferees

    Exhibit
F                      Form
of Officer’s Financial Certificate of the Depositor

    


    Schedule
A                                Calculation
of LIBOR

    



    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    This
Second Amended and Restated Trust Agreement, dated as of September 26, 2005 (as
amended and restated, the “Trust Agreement”), among
(i) Bimini Mortgage Management, Inc., a Maryland corporation (including any
successors or permitted assigns, the “Depositor”), (ii) JPMorgan
Chase Bank, National Association, a national banking association, as property
trustee (in such capacity, the “Property Trustee”), (iii) Chase Bank USA,
National Association, a national banking association, as Delaware trustee (in
such capacity, the “Delaware
Trustee”), (iv) Jeffrey J. Zimmer, an individual, Robert E. Cauley, an
individual, and Amber K. Luedke, an individual, each of whose address is c/o
Bimini Mortgage Management, Inc., 3305 Flamingo Drive, Vero Beach, FL 32963, as administrative trustees
(in such capacities, each an “Administrative Trustee” and,
collectively, the “Administrative Trustees” and,
together with the Property Trustee and the Delaware Trustee, the “Trustees”) and (v) the
several Holders, as hereinafter defined.

     

    Witnesseth

     

    Whereas,
the Depositor and the Delaware Trustee have heretofore created a Delaware
statutory trust pursuant to the Delaware Statutory Trust Act by entering into a
Trust Agreement, dated as of May 16, 2005 (the “Original Trust Agreement”),
and by executing and filing with the Secretary of State of the State of Delaware
the Certificate of Trust, substantially in the form attached as Exhibit A;

     

    Whereas,
the Depositor and the Trustees have previously amended and restated the Original
Trust Agreement to provide for, among other things, (i) the issuance of the
Common Securities by the Trust to the Depositor, (ii) the issuance and sale
of the Preferred Securities by the Trust pursuant to the Purchase Agreement and
(iii) the acquisition by the Trust from the Depositor of all of the right,
title and interest in and to the Notes; and

     

    Whereas,
the Depositor desires to execute, and has duly authorized the execution and
delivery of, this Trust Agreement to provide for two separate series of each of
the Trust’s Preferred Securities (“Series A Preferred
Securities” and “Series
B Preferred Securities” and, collectively, the “Preferred Securities”) and
the Trust’s Common Securities (“Series A Common Securities”
and “Series B Common
Securities” and, collectively, the “Common Securities”), the only
difference between each such Series A Trust Securities and Series B Trust
Securities being the difference in certain dates related to each such Series A
Trust Securities or Series B Trust Securities, including, but not limited to,
the Interest Payment Dates, the Expiration Date, the Fixed Rate Period and
the Stated Maturity dates.

     

    Now,
Therefore, in consideration of the agreements and obligations set forth herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, each party, for the benefit of the other parties
and for the benefit of the Holders, hereby amends and restates the Original
Trust Agreement in its entirety and agrees as follows:

     


    
      
        
          
            	
                    5093318
      04310929

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
I.

     

    


     

    Defined
Terms

     

    SECTION
1.1.                                Definitions.

     

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

     

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

     

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

     

    (c)           all
accounting terms used but not defined herein have the meanings assigned to them
in accordance with United States generally accepted accounting
principles;

     

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

     

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

     

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

     

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

     

    “Act” has the meaning
specified in Section 6.7.

     

    “Additional Interest” has the
meaning specified in Section 1.1 of the Indenture.

     

    “Additional Interest Amount”
means, with respect to Trust Securities of a given Liquidation Amount and/or a
given period, the amount of Additional Interest paid by the Depositor on a Like
Amount of Notes for such period.

     

    “Additional Taxes” has the
meaning specified in Section 1.1 of the Indenture.

     

    “Additional Tax Sums” has the
meaning specified in Section 10.5 of the Indenture.

     

    “Administrative Trustee” means
each of the Persons identified as an “Administrative Trustee” in
the preamble to this Trust Agreement, solely in each such Person’s capacity as
Administrative Trustee of the Trust and not in such Person’s individual
capacity, or any successor Administrative Trustee appointed as herein
provided.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    “Applicable Depositary
Procedures” means, with respect to any transfer or transaction involving
a Book-Entry Preferred Security, the rules and procedures of the Depositary for
such Book-Entry Preferred Security, in each case to the extent applicable to
such transaction and as in effect from time to time.

     

    “Bankruptcy Event” means,
with respect to any Person:

     

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

     

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

     

    “Bankruptcy Laws” means all
Federal and state bankruptcy, insolvency, reorganization and other similar laws,
including the United States Bankruptcy Code.

     

    “Book-Entry Preferred
Security” means a Preferred Security, the ownership and transfers of
which shall be made through book entries by a Depositary.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    “Calculation Agent” has the
meaning specified in Section
4.10.

     

    “Closing Date” has the
meaning specified in the Purchase Agreement.

     

    “Code” means the United
States Internal Revenue Code of 1986, as amended.

     

    “Commission” means the
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act or, if at any time after the execution of this Trust
Agreement such Commission is not existing and performing the duties assigned to
it, then the body performing such duties at such time.

     

    “Common Securities
Certificate” means a certificate evidencing ownership of Series A Common
Securities or Series B Common Securities, as the case may be, substantially in
the form attached as Exhibit B.

     

    “Common Security” means both
the Series A Common Securities and the Series B Common Securities, collectively;
provided, however, that except as
expressly provided for in this Trust Agreement, the Series A Common Securities
and Series B Common Securities shall be pari passu in all
respects.

     

    “Corporate Trust Office”
means the principal office of the Property Trustee at which any particular time
its corporate trust business shall be administered, which office at the date of
this Trust Agreement is located at 600 Travis, 50th Floor,
Houston, Texas 77002, Attention:  Worldwide Securities Services—
Bimini Capital Trust I.

     

    “Definitive Preferred Securities
Certificates” means Preferred Securities issued in certificated, fully
registered form that are not Global Preferred Securities.

     

    “Delaware Statutory Trust Act” means Chapter 38
of Title 12 of the Delaware Code, 12 Del. Code § 3801 et seq., or any successor
statute thereto, in each case as amended from time to time.

     

    “Delaware Trustee” means the
Person identified as the “Delaware Trustee” in the
preamble to this Trust Agreement, solely in its capacity as Delaware Trustee of
the Trust and not in its individual capacity, or its successor in interest in
such capacity, or any successor Delaware Trustee appointed as herein
provided.

     

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

     

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

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    “Depositor” has the meaning
specified in the preamble to this Trust Agreement and any successors and
permitted assigns.

     

    “Depositor Affiliate” has the
meaning specified in Section 4.9.

     

    “Distribution Date” means the
Series A Distribution Date and the Series B Distribution Date, as
applicable.

     

    “Distribution
Period” means  with respect to any Distribution
Date, the period commencing on the immediately preceding Distribution
Date  (or, in the case of the Distribution Period relating to the
first Distribution Date, commencing on the Closing Date) and ending on
the day immediately preceding such Distribution Date; provided, that, with respect
to Series B Securities, for the Distribution Date in October
2005, the Distribution Period shall commence June 30, 2005.

     

    “Distributions” means amounts
payable in respect of the Trust Securities as provided in Section 4.1.

     

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

     

    “Early Termination Event” has
the meaning specified in Section 9.2.

     

    “EDGAR” has the meaning
specified in Section 4.11(c).

     

     “Event of Default”
means any one of the following events (whatever the reason for such event 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
occurrence of a Note Event of Default; or

     

    (b)  default
by the Trust in the payment of any Distribution when it becomes due and payable,
and continuation of such default for a period of thirty (30) days;
or

     

    (c)  default
by the Trust in the payment of any Redemption Price of any Trust Security when
it becomes due and payable; or

     

    (d)  default
in the performance, or breach, in any material respect of any covenant or
warranty of the Trustees in this Trust Agreement (other than those specified in
clause (b) or (c) above) and continuation of such default or breach for a period
of thirty (30) days after there has been given, by registered or certified mail,
to the Trustees and to the Depositor by the Holders of at least twenty five
percent (25%) in aggregate Liquidation Amount of the Outstanding Preferred
Securities a written notice specifying such

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    default
or breach and requiring it to be remedied and stating that such notice is a
“Notice of Default” hereunder;
or

     

    (e)  the
occurrence of a Bankruptcy Event with respect to the Property Trustee if a
successor Property Trustee has not been appointed within ninety (90) days
thereof.

     

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

     

    “Expiration Date” has the
meaning specified in Section 9.1.

     

     “Fiscal Year” shall be
the fiscal year of the Trust, which shall be the calendar year, or such other
period as is required by the Code.

     

    “Fixed Rate Period” shall
mean the period through the Interest Payment Date on, in the case of Series A
Trust Securities, March 30, 2010 and, in the case of Series B Trust Securities,
April 30, 2010.

     

     “Global Preferred
Security” means a Preferred Securities Certificate evidencing ownership
of Book-Entry Preferred Securities.

     

    “Holder” means a Person in
whose name a Trust Security or Trust Securities are registered in the Securities
Register; any such Person shall be deemed to be a beneficial owner within the
meaning of the Delaware Statutory Trust Act.

     

    “Indemnified Person” has the
meaning specified in Section
8.10(c).

     

    “Indenture” means the Amended
and Restated Junior Subordinated Indenture executed and delivered by the
Depositor and the Note Trustee contemporaneously with the execution and delivery
of this Trust Agreement, for the benefit of the holders of the Notes, a copy of
which is attached hereto as Exhibit D, as amended
or supplemented from time to time.

     

    “Interest Payment Date(s)”
means the Series A Interest Payment Dates and the Series B Interest Payment
Dates, as applicable.

     

    “Interest Payment
Period” has the meaning specified in Section 1.1 of the
Indenture.

     

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

     

    “Investment Company Event” has
the meaning specified in Section 1.1 of the Indenture.

     

    “LIBOR” has the meaning
specified in Schedule
A.

     

    “LIBOR Business Day” has the
meaning specified in Schedule
A.

     

    “LIBOR Determination Date”
has the meaning specified in Schedule
A.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    “Lien” means any lien,
pledge, charge, encumbrance, mortgage, deed of trust, adverse ownership
interest, hypothecation, assignment, security interest or preference, priority
or other security agreement or preferential arrangement of any kind or nature
whatsoever.

     

    “Like Amount” means
(a) with respect to a redemption of any Trust Securities, Trust Securities
having a Liquidation Amount equal to the principal amount of Notes to be
contemporaneously redeemed or paid at maturity in accordance with the Indenture,
the proceeds of which will be used to pay the Redemption Price of such Trust
Securities, (b) with respect to a distribution of Notes to Holders of Trust
Securities in connection with a dissolution of the Trust, Notes having a
principal amount equal to the Liquidation Amount of the Trust Securities of the
Holder to whom such Notes are distributed and (c) with respect to any
distribution of Additional Interest Amounts to Holders of Trust Securities,
Notes having a principal amount equal to the Liquidation Amount of the Trust
Securities in respect of which such distribution is made.

     

    “Liquidation Amount” means
the stated amount of $1,000 per Trust Security.

     

    “Liquidation Date” means the
date on which assets are to be distributed to Holders in accordance with Section 9.4(a)
hereunder following dissolution of the Trust.

     

    “Liquidation Distribution”
has the meaning specified in Section 9.4(d).

     

    “Majority in Liquidation
Amount” means either Series A Common Securities, Series A Preferred
Securities, Series B Common Securities or Series B Preferred Securities, as the
case may be, representing more than fifty percent (50%) of the aggregate
Liquidation Amount of all (or a specified group of) then Outstanding Common or
Preferred Securities, as the case may be.

     

    “Note Event of Default” means
any “Event of Default” specified
in Section 5.1
of the Indenture.

     

    “Note Redemption Date” means,
with respect to any Notes to be redeemed under the Indenture, the date fixed for
redemption of such Notes under the Indenture.

     

    “Note Trustee” means the
Person identified as the “Trustee” in the Indenture,
solely in its capacity as Trustee pursuant to the Indenture and not in its
individual capacity, or its successor in interest in such capacity, or any
successor Trustee appointed as provided in the Indenture.

     

    “Notes” means both the Series
A Notes and the Series B Notes, collectively; provided, however, that except as
expressly provided for in the Indenture, the Series A Notes and the Series B
Notes shall be pari
passu in all respects.

     

    “Officers’ Certificate” means
a certificate signed by the Chief Executive Officer, the President or an
Executive Vice President, and by the Chief Financial Officer, Treasurer or an
Assistant Treasurer, of the Depositor, and delivered to the Trustees. Any
Officers’ Certificate delivered with respect to compliance with a condition or
covenant provided for in this Trust Agreement (other than the certificate
provided pursuant to Section 8.16 which is
not an Officers’ Certificate) shall include:

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (a)  a
statement by each officer signing the Officers’ Certificate that such officer
has read the covenant or condition and the definitions relating
thereto;

     

    (b)  a
brief statement of the nature and scope of the examination or investigation
undertaken by such officer in rendering the Officers’ Certificate;

     

    (c)  a
statement that such officer has made such examination or investigation as, in
such officer’s opinion, is necessary to enable such officer to express an
informed opinion as to whether or not such covenant or condition has been
complied with; and

     

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

     

    “Operative Documents” means
the Purchase Agreement, the Indenture, the Trust Agreement, the Notes and the
Trust Securities.

     

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

     

    “Optional Note Redemption
Price” means the Series A Optional Note Redemption Price and/or the
Series B Optional Note Redemption Price, as applicable.

     

     “Optional Redemption
Price” means, for all Trust Securities, an amount equal to one hundred
percent (100%) of the Liquidation Amount of such Trust Security on the
Redemption Date, plus accumulated and unpaid Distributions to the Redemption
Date, plus the related amount of the premium, if any, and/or accrued interest,
including Additional Interest, if any, thereon paid by the Depositor upon the
concurrent redemption or payment at maturity of a Like Amount of
Notes.

     

    “Original Trust Agreement” has the meaning
specified in the recitals to this Trust Agreement.

     

    “Outstanding”, when used with
respect to any Trust Securities, means, as of the date of determination, all
Trust Securities theretofore executed and delivered under this Trust Agreement,
except:

     

    (a)  Trust
Securities theretofore canceled by the Property Trustee or delivered to the
Property Trustee for cancellation;

     

    (b)  Trust
Securities for which payment or redemption money in the necessary amount has
been theretofore deposited with the Property Trustee or any Paying Agent in
trust for the Holders of such Trust Securities; provided, that if such Trust
Securities are to be redeemed, notice of such redemption has been duly given
pursuant to this Trust Agreement; and

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (c)  Trust
Securities that have been paid or in exchange for or in lieu of which other
Trust Securities have been executed and delivered pursuant to the provisions of
this Trust Agreement, unless proof satisfactory to the Property Trustee is
presented that any such Trust Securities are held by Holders in whose hands such
Trust Securities are valid, legal and binding obligations of the
Trust;

     

    provided, that in determining
whether the Holders of the requisite Liquidation Amount of the Outstanding
Preferred Securities have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Preferred Securities owned by the
Depositor, any Trustee or any Affiliate of the Depositor or of any Trustee shall
be disregarded and deemed not to be Outstanding, except that (i) in
determining whether any Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Preferred Securities that such Trustee knows to be so owned shall be so
disregarded and (ii) the foregoing shall not apply at any time when all of
the Outstanding Preferred Securities are owned by the Depositor, one or more of
the Trustees and/or any such Affiliate. Preferred Securities so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Administrative Trustees the pledgee’s
right so to act with respect to such Preferred Securities and that the pledgee
is not the Depositor, any Trustee or any Affiliate of the Depositor or of any
Trustee.

     

    “Owner” means each Person who
is the beneficial owner of Book-Entry Preferred Securities as reflected in the
records of the Depositary or, if a Depositary Participant is not the beneficial
owner, then the beneficial owner as reflected in the records of the Depositary
Participant.

     

    “Paying Agent” means any
Person authorized by the Administrative Trustees to pay Distributions or other
amounts in respect of any Trust Securities on behalf of the Trust.

     

    “Payment Account” means a
segregated non-interest-bearing corporate trust account maintained by the
Property Trustee for the benefit of the Holders in which all amounts paid in
respect of the Notes will be held and from which the Property Trustee, through
the Paying Agent, shall make payments to the Holders in accordance with Sections 3.1, 4.1 and 4.2.

     

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

     

    “Preferred Security” means
both the Series A Preferred Securities and the Series B Preferred Securities,
collectively; provided,
however, that except as
expressly provided for in this Trust Agreement, the Series A Preferred
Securities and Series B Preferred Securities shall be pari passu in all
respects.

     

    “Preferred Securities
Certificate” means a certificate evidencing ownership of Preferred
Securities, substantially in the form attached as Exhibit
C.

     

    “Property Trustee” means the
Person identified as the “Property Trustee” in the
preamble to this Trust Agreement, solely in its capacity as Property Trustee of
the Trust and not

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    in its
individual capacity, or its successor in interest in such capacity, or any
successor Property Trustee appointed as herein provided.

     

    “Purchase Agreement” means
the Purchase Agreement, dated as of May 17, 2005, executed and delivered by the
Trust, the Depositor, on the one hand, and TABERNA Preferred Funding I, Ltd. and
Merrill Lynch International, as purchasers, as amended from time to
time.

     

    “QIB” means a “qualified
institutional buyer” as defined in Rule 144A under the Securities Act of 1933,
as amended.

     

    “QP” means a “qualified
purchaser” as defined in Section 2(a)(51) of the Investment Company Act of 1940,
as amended.

     

    “QIB/QP” means a QIB that is
also a QP.

     

     “Redemption Date”
means, with respect to any Trust Security to be redeemed, the date fixed for
such redemption by or pursuant to this Trust Agreement; provided, that each Note
Redemption Date and the stated maturity (or any date of principal repayment upon
early maturity) of the Notes shall be a Redemption Date for a Like Amount of
Trust Securities.

     

    “Redemption Price” means the
Special Redemption Price or Optional Redemption Price, as
applicable.  If the Depositor has redeemed the Notes at the Special
Note Redemption Price, the Trust shall redeem the Trust Securities at the
Special Redemption Price.  If the Depositor has redeemed the Notes at
the Optional Note Redemption Price, the Trust shall redeem the Trust Securities
at the Optional Redemption Price.

     

    “Reference Banks” has the
meaning specified in Schedule
A.

     

    “Responsible Officer” means,
with respect to the Property Trustee, the officer in the Worldwide Securities
Services department of the Property Trustee having direct responsibility for the
administration of this Trust Agreement.

     

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

     

    “Securities Certificate”
means any one of the Common Securities Certificates or the Preferred Securities
Certificates.

     

    “Securities Register” and
“Securities Registrar” have
the respective meanings specified in Section 5.7.

     

    “Series A Common Security”
has the meaning set forth in the third recital hereto and, more specifically,
means an undivided beneficial interest in the assets of the Trust, having a
Liquidation Amount of $1,000 and having the rights provided therefor in this
Trust Agreement.

     

     “Series B Common Security” has the
meaning set forth in the third recital hereto and, more specifically, means an
undivided beneficial interest in the assets of the Trust, having a Liquidation
Amount of $1,000 and having the rights provided therefor in this Trust
Agreement.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


     “Series A Distribution Date”
has the meaning specified in Section 4.1(a)(i)(A).

     

     “Series B Distribution Date”
has the meaning specified in Section 4.1(a)(i)(B).

     

    “Series A Interest Payment
Date(s)” has the meaning specified in Section 1.1 of the
Indenture.

     

    “Series B Interest Payment
Date(s)” has the meaning specified in Section 1.1 of the
Indenture.

     

    “Series A Notes” means the
Depositor’s Floating Rate Junior Subordinated Series A Notes issued pursuant to
the Indenture.

     

    “Series B Notes” means the
Depositor’s Floating Rate Junior Subordinated Series B Notes issued pursuant to
the Indenture.

     

     “Series A Optional Note
Redemption Price” means, with respect to any Series A Note to be redeemed
on any Redemption Date under the Indenture, an amount equal to one hundred
percent (100%) of the outstanding principal amount of such Series A Note,
together with accrued interest, including any Additional Interest (to the extent
legally enforceable), thereon through but not including the date fixed as such
Redemption Date.

     

     “Series B Optional Note
Redemption Price” means, with respect to any Series B Note to be redeemed
on any Redemption Date under the Indenture, an amount equal to one hundred
percent (100%) of the outstanding principal amount of such Series B Note,
together with accrued interest, including any Additional Interest (to the extent
legally enforceable), thereon through but not including the date fixed as such
Redemption Date.

     

     “Series A Preferred
Security” has the meaning set forth in the third recital hereto and, more
specifically, means an undivided beneficial interest in the assets of the Trust,
having a Liquidation Amount of $1,000 and having the rights provided therefor in
this Trust Agreement.

     

    “Series B Preferred Security”
has the meaning set forth in the third recital hereto and, more specifically,
means an undivided beneficial interest in the assets of the Trust, having a
Liquidation Amount of $1,000 and having the rights provided therefor in this
Trust Agreement.

     

    “Series A Special Note Redemption
Price” means, with respect to any Series A Note to be redeemed on any
Redemption Date under the Indenture, an amount equal to one hundred seven and
one half percent (107.5%) of the outstanding principal amount of such Series A
Note, together with accrued interest, including any Additional Interest (to the
extent legally enforceable), thereon through but not including the date fixed as
such Redemption Date.

     

    “Series B Special Note Redemption
Price” means, with respect to any Series B Note to be redeemed on any
Redemption Date under the Indenture, an amount equal to one hundred seven and
one half percent (107.5%) of the outstanding principal amount of such Series B
Note, together with accrued interest, including any Additional Interest (to the
extent legally enforceable), thereon through but not including the date fixed as
such Redemption Date.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    “Series A Trust Securities”
means the Series A Common Securities and the Series A Preferred Securities,
collectively.

     

    “Series B Trust Securities”
means the Series B Common Securities and the Series B Preferred Securities,
collectively.

     

    “Special Note Redemption
Price” means the Series A Special Note Redemption Price and/or the Series
B Special Note Redemption Price, as applicable.

     

     “Special Redemption
Price” means, for all Trust Securities, an amount equal to one hundred
seven and one half percent (107.5%) of the Liquidation Amount of such Trust
Security on the Redemption Date, plus accumulated and unpaid Distributions to
the Redemption Date, plus the related amount of the premium, if any, and/or
accrued interest, including Additional Interest, if any, thereon paid by the
Depositor upon the concurrent redemption or payment at maturity of a Like Amount
of Notes.

     

    “Successor Securities” has
the meaning specified in Section 9.5(a).

     

    “Tax Event” has the meaning
specified in Section 1.1 of the Indenture.

     

    “Trust” means the Delaware
statutory trust known as “Bimini Capital Trust I,” which was created on May
16, 2005 under the
Delaware Statutory Trust Act pursuant to the Original Trust Agreement and the
filing of the Certificate of Trust, and continued pursuant to this Trust
Agreement.

     

    “Trust Agreement” means this
Second Amended and Restated Trust Agreement, as the same may be modified,
amended or supplemented from time to time in accordance with the applicable
provisions hereof, including all Schedules and Exhibits.

     

    “Trustees” means the
Administrative Trustees, the Property Trustee and the Delaware Trustee, each as
defined in this Article
I.

     

    “Trust Property” means
(a) the Notes, (b) any cash on deposit in, or owing to, the Payment
Account and (c) all proceeds and rights in respect of the foregoing and any
other property and assets for the time being held or deemed to be held by the
Property Trustee pursuant to the trusts of this Trust Agreement.

     

    “Trust Security” means any
one of the Common Securities or the Preferred Securities.

     

    “Trust Securities” means the
Common Securities and the Preferred Securities, collectively.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
II.

     

    


     

    The
Trust

     

    SECTION
2.1.                                Name.

     

    The trust
continued hereby shall be known as “Bimini Capital Trust I”, as such name may be
modified from time to time by the Administrative Trustees following written
notice to the Holders of Trust Securities and the other Trustees, in which name
the Trustees may conduct the business of the Trust, make and execute contracts
and other instruments on behalf of the Trust and sue and be sued.

     

    SECTION
2.2.                                Office of the Delaware Trustee;
Office of the Trust.

     

    The
address of the Delaware Trustee in the State of Delaware is Chase Bank USA,
National Association, 500 Stanton Christiana Road, Building 4 (3rd Floor),
Newark, DE 19713, Attention:  Worldwide Securities Services, or such
other address in the State of Delaware as the Delaware Trustee may designate by
written notice to the Holders, the Depositor, the Property Trustee and the
Administrative Trustees. The principal executive office of the Trust is 3305
Flamingo Drive, Vero Beach, FL 32963, Attention: Jeffrey J. Zimmer, as
such address may be changed from time to time by the Administrative Trustees
following written notice to the Holders and the other Trustees.

     

    SECTION
2.3.                                Initial Contribution of Trust
Property; Fees, Costs and Expenses.

     

    The
Property Trustee acknowledges receipt from the Depositor in connection with the
Original Trust Agreement of the sum of ten dollars ($10), which constituted the
initial Trust Property. The Depositor shall pay all fees, costs and expenses of
the Trust (except with respect to the Trust Securities) as they arise or shall,
upon request of any Trustee, promptly reimburse such Trustee for any such fees,
costs and expenses paid by such Trustee. The Depositor shall make no claim upon
the Trust Property for the payment of such fees, costs or expenses.

     

    SECTION
2.4.                                Purposes of
Trust.

     

    (a)           The
exclusive purposes and functions of the Trust are to (i) issue and sell
Trust Securities and use the proceeds from such sale to acquire the Notes and
(ii)  engage in only those activities necessary or incidental thereto. The
Delaware Trustee, the Property Trustee and the Administrative Trustees are
trustees of the Trust, and have all the rights, powers and duties to the extent
set forth herein.  The Trustees hereby acknowledge that they are
trustees of the Trust.

     

    (b)           So
long as this Trust Agreement remains in effect, the Trust (or the Trustees
acting on behalf of the Trust) shall not undertake any business, activities or
transaction except as expressly provided herein or contemplated hereby. In
particular, the Trust (or the Trustees acting on behalf of the Trust) shall not
(i) acquire any investments or engage in any activities not authorized by
this Trust Agreement, (ii) sell, assign, transfer, exchange, mortgage,
pledge, set-off or otherwise dispose of any of the Trust Property or interests
therein, including to Holders, except as expressly provided herein,
(iii) incur any indebtedness for borrowed money or issue any other debt,
(iv) take or consent to any action that would result in the placement of a
Lien on

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    any of
the Trust Property, (v) take or consent to any action that would reasonably
be expected to cause the Trust to become taxable as a corporation or classified
as other than a grantor trust for United States federal income tax purposes,
(vi) take or consent to any action that would cause the Notes to be treated as
other than indebtedness of the Depositor for United States federal income tax
purposes or (vii) take or consent to any action that would cause the Trust to be
deemed to be an “investment company” required to be registered under the
Investment Company Act.

     

    SECTION
2.5.                                Authorization to Enter into Certain
Transactions.

     

    (a)           The
Trustees shall conduct the affairs of the Trust in accordance with and subject
to the terms of this Trust Agreement. In accordance with the following
provisions (i) and (ii), the Trustees shall have the authority to enter into all
transactions and agreements determined by the Trustees to be appropriate in
exercising the authority, express or implied, otherwise granted to the Trustees,
under this Trust Agreement, and to perform all acts in furtherance thereof,
including the following:

     

    (i)           As
among the Trustees, each Administrative Trustee shall severally have the power
and authority to act on behalf of the Trust with respect to the following
matters:

     

    (A)           the
issuance and sale of the Trust Securities;

     

    (B)           to
cause the Trust to enter into, and to execute, deliver and perform on behalf of
the Trust, such agreements as may be necessary or desirable in connection with
the purposes and function of the Trust, including, without limitation, a common
securities subscription agreement and a junior subordinated note purchase
agreement;

     

    (C)           assisting
in the sale of the Preferred Securities in one or more transactions exempt from
registration under the Securities Act, and in compliance with applicable state
securities or blue sky laws;

     

    (D)           assisting
in the sending of notices (other than notices of default) and other information
regarding the Trust Securities and the Notes to the Holders in accordance with
this Trust Agreement;

     

    (E)           the
appointment of a Paying Agent and Securities Registrar in accordance with this
Trust Agreement;

     

    (F)           execution
of the Trust Securities on behalf of the Trust in accordance with this Trust
Agreement;

     

    (G)           execution
and delivery of closing certificates, if any, pursuant to the Purchase Agreement
and application for a taxpayer identification number for the Trust;

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (H)           preparation
and filing of all applicable tax returns and tax information reports that are
required to be filed on behalf of the Trust;

     

    (I)           establishing
a record date with respect to all actions to be taken hereunder that require a
record date to be established, except as provided in Section
6.10(a);

     

    (J)           unless
otherwise required by the Delaware Statutory Trust Act to execute on behalf of
the Trust (either acting alone or together with the other Administrative
Trustees) any documents that such Administrative Trustee has the power to
execute pursuant to this Trust Agreement; and

     

    (K)           the
taking of any action incidental to the foregoing as such Administrative Trustee
may from time to time determine is necessary or advisable to give effect to the
terms of this Trust Agreement.

     

    (ii)           As
among the Trustees, the Property Trustee shall have the power, duty and
authority to act on behalf of the Trust with respect to the following
matters:

     

    (A)           the
receipt and holding of legal title of the Notes;

     

    (B)           the
establishment of the Payment Account;

     

    (C)           the
collection of interest, principal and any other payments made in respect of the
Notes and the holding of such amounts in the Payment Account;

     

    (D)           the
distribution through the Paying Agent of amounts distributable to the Holders in
respect of the Trust Securities;

     

    (E)           the
exercise of all of the rights, powers and privileges of a holder of the Notes in
accordance with the terms of this Trust Agreement;

     

    (F)           the
sending of notices of default and other information regarding the Trust
Securities and the Notes to the Holders in accordance with this Trust
Agreement;

     

    (G)           the
distribution of the Trust Property in accordance with the terms of this Trust
Agreement;

     

    (H)           to
the extent provided in this Trust Agreement, the winding up of the affairs of
and liquidation of the Trust, provided that the Administrative Trustees shall
have the power, duty and authority to act on behalf of the Trust with respect to
the preparation, execution and filing of the certificate of cancellation of the
Trust with the Secretary of State of the State of Delaware; and

     

    (I)           the
taking of any action incidental to the foregoing as the Property Trustee may
from time to time determine is necessary or advisable to give effect to the
terms of this Trust Agreement and protect and conserve the Trust
Property

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    for the
benefit of the Holders (without consideration of the effect of any such action
on any particular Holder).

     

    (b)           In
connection with the issue and sale of the Preferred Securities, the Depositor
shall have the right and responsibility to assist the Trust with respect to, or
effect on behalf of the Trust, the following (and any actions taken by the
Depositor in furtherance of the following prior to the date of this Trust
Agreement are hereby ratified and confirmed in all respects):

     

    (i)           the
negotiation of the terms of, and the execution and delivery of, the Purchase
Agreement providing for the sale of the Preferred Securities in one or more
transactions exempt from registration under the Securities Act, and in
compliance with applicable state securities or blue sky laws; and

     

    (ii)           the
taking of any other actions necessary or desirable to carry out any of the
foregoing activities.

     

    (c)           Notwithstanding
anything herein to the contrary, the Administrative Trustees are authorized and
directed to conduct the affairs of the Trust and authorized to operate the Trust
so that the Trust will not be taxable as a corporation or classified as other
than a grantor trust for United States federal income tax purposes, so that the
Notes will be treated as indebtedness of the Depositor for United States federal
income tax purposes and so that the Trust will not be deemed to be an
“investment company” required to be registered under the Investment Company
Act.  In respect thereof, each Administrative Trustee is authorized to
take any action, not inconsistent with applicable law, the Certificate of Trust
or this Trust Agreement, that such Administrative Trustee determines in his or
her discretion to be necessary or desirable for such purposes, as long as such
action does not adversely affect in any material respect the interests of the
Holders of the Outstanding Preferred Securities.  In no event shall
the Administrative Trustees be liable to the Trust or the Holders for any
failure to comply with this Section 2.5 to the
extent that such failure results solely from a change in law or regulation or in
the interpretation thereof.

     

    (d)           Any
action taken by a Trustee in accordance with its powers shall constitute the act
of and serve to bind the Trust.  In dealing with any Trustee acting on
behalf of the Trust, no Person shall be required to inquire into the authority
of such Trustee to bind the Trust.  Persons dealing with the Trust are
entitled to rely conclusively on the power and authority of any Trustee as set
forth in this Trust Agreement.

     

    SECTION
2.6.                                Assets of Trust.

     

    The
assets of the Trust shall consist of the Trust Property.

     

    SECTION
2.7.                                Title to Trust
Property.

     

    (a)           Legal
title to all Trust Property shall be vested at all times in the Property Trustee
and shall be held and administered by the Property Trustee in trust for the
benefit of the Trust and the Holders in accordance with this Trust
Agreement.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (b)           The
Holders shall not have any right or title to the Trust Property other than the
undivided beneficial interest in the assets of the Trust conferred by their
Trust Securities and they shall have no right to call for any partition or
division of property, profits or rights of the Trust except as described below.
The Trust Securities shall be personal property giving only the rights
specifically set forth therein and in this Trust Agreement.

     

     

    ARTICLE
III.

     

     

    


     

     

    Payment
Account;  Paying Agents

     

    SECTION
3.1.                                Payment Account.

     

    (a)           On
or prior to the Closing Date, the Property Trustee shall establish the Payment
Account. The Property Trustee and the Paying Agent shall have exclusive control
and sole right of withdrawal with respect to the Payment Account for the purpose
of making deposits in and withdrawals from the Payment Account in accordance
with this Trust Agreement. All monies and other property deposited or held from
time to time in the Payment Account shall be held by the Property Trustee in the
Payment Account for the exclusive benefit of the Holders and for Distribution as
herein provided.

     

    (b)           The
Property Trustee shall deposit in the Payment Account, promptly upon receipt,
all payments of principal of or interest on, and any other payments with respect
to, the Notes. Amounts held in the Payment Account shall not be invested by the
Property Trustee pending distribution thereof.

     

    SECTION
3.2.                                Appointment of Paying
Agents.

     

    The
Paying Agent shall initially be the Property Trustee. The Paying Agent shall
make Distributions to Holders from the Payment Account and shall report the
amounts of such Distributions to the Property Trustee and the Administrative
Trustees. Any Paying Agent shall have the revocable power to withdraw funds from
the Payment Account solely for the purpose of making the Distributions referred
to above. The Administrative Trustees may revoke such power and remove the
Paying Agent in their sole discretion. Any Person acting as Paying Agent shall
be permitted to resign as Paying Agent upon thirty (30) days’ written notice to
the Administrative Trustees and the Property Trustee. If the Property Trustee
shall no longer be the Paying Agent or a successor Paying Agent shall resign or
its authority to act be revoked, the Administrative Trustees shall appoint a
successor (which shall be a bank or trust company) to act as Paying
Agent.  Such successor Paying Agent appointed by the Administrative
Trustees shall execute and deliver to the Trustees an instrument in which such
successor Paying Agent shall agree with the Trustees that as Paying Agent, such
successor Paying Agent will hold all sums, if any, held by it for payment to the
Holders in trust for the benefit of the Holders entitled thereto until such sums
shall be paid to such Holders. The Paying Agent shall return all unclaimed funds
to the Property Trustee and upon removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Property Trustee. The
provisions of Article
VIII shall apply to the Property Trustee also in its role as Paying
Agent, for so long as the Property Trustee shall act as Paying Agent and, to the
extent applicable, to any other Paying Agent appointed hereunder.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Any
reference in this Trust Agreement to the Paying Agent shall include any
co-paying agent unless the context requires otherwise.

     

     

    ARTICLE
IV.

     

     

    


     

     

    Distributions;
Redemption

     

    SECTION
4.1.                                Distributions.

     

    (a)           The
Trust Securities represent undivided beneficial interests in the Trust Property,
and Distributions (including any Additional Interest Amounts) will be made on
the Trust Securities at the rate and on the dates that payments of interest
(including any Additional Interest) are made on the Notes.
Accordingly:

     

    (i)           Distributions
on the Trust Securities:

     

    (A)           Distributions
on the Series A Trust Securities shall be cumulative, and shall accumulate
whether or not there are funds of the Trust available for the payment of
Distributions.  Distributions shall accumulate from the Closing Date,
and shall be payable quarterly in arrears on March 30, June 30, September 30 and
December 30 of each year.  If any date on which a Distribution is
otherwise payable on the Series A Trust Securities is not a Business Day, then
the payment of such Distribution shall be made on the next succeeding Business
Day (and no interest shall accrue in respect of the amounts  whose
payment is so delayed for the period from and after each such date until the
next succeeding Business Day), except that, if such Business Day falls in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date (each date on which Distributions are payable in accordance with
this Section 4.1(a)(i)(A),
a “Series A Distribution
Date”);

     

    (B)           Distributions
on the Series B Trust Securities shall be cumulative, and shall accumulate
whether or not there are funds of the Trust available for the payment of
Distributions.  Distributions shall accumulate from the Closing Date,
and shall be payable quarterly in arrears on January 30, April 30, July 30 and
October 30 of each year; provided that in the case of
the Distribution payable on October 30, 2005 only, such distribution shall
accumulate from June 30, 2005.  If any date on which a Distribution is
otherwise payable on the Series B Trust Securities is not a Business Day, then
the payment of such Distribution shall be made on the next succeeding Business
Day (and no interest shall accrue in respect of the amounts  whose
payment is so delayed for the period from and after each such date until the
next succeeding Business Day), except that, if such Business Day falls in the
next succeeding calendar year, such payment shall be made on the immediately
preceding Business Day, in each case, with the same force and effect as if made
on such date (each date on which Distributions are payable in accordance with
this Section 4.1(a)(i)(B),
a “Series B Distribution
Date”);

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (ii)           Reserved.

     

    (iii)           Distributions
shall accumulate in respect of the Trust Securities at a fixed rate equal
to 7.61% per annum
through the Interest Payment Date on, in the case of Series A Securities,
March  30, 2010 and, in the case of Series B Securities, April 30,
2010 and thereafter at a variable rate equal to
LIBOR plus 3.30% per annum of the Liquidation Amount of the Trust Securities,
such rate being the rate of interest payable on the Notes.  LIBOR
shall be determined by the Calculation Agent in accordance with Schedule
A.  During the Fixed Rate Period, the  amount of
Distributions payable for any period less than a full Distribution Period shall
be computed on the basis of a 360-day year of twelve 30-day months and the
amount payable for any partial period shall be computed on the basis of the
number of days elapsed in a 360-day year of twelve 30-day
months.  Upon expiration of the Fixed Rate Period, the amount of
interest payable for any interest Distribution Period will be computed on the
basis of a 360-day year and the actual number of days elapsed in the relevant
Distribution Period. The amount of
Distributions payable for any period shall include any Additional Interest
Amounts in respect of such period; and

     

    (iv)           Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.

     

    (b)           Distributions
on the Trust Securities with respect to a Distribution Date shall be payable to
the Holders thereof as they appear on the Securities Register for the Trust
Securities at the close of business on the relevant record date, which shall be
at the close of business on the fifteenth day (whether or not a Business Day)
preceding the relevant Distribution Date, except that Distributions and any
Additional Interest Amounts payable on the stated maturity (or any date of
principal repayment upon early maturity) of the principal of a Trust Security or
on a Redemption Date shall be paid to the Person to whom principal is
paid.    Distributions payable on any Trust Securities that
are not punctually paid on any Distribution Date as a result of the Depositor
having failed to make an interest payment under the Notes will cease to be
payable to the Person in whose name such Trust Securities are registered on the
relevant record date, and such defaulted Distributions and any Additional
Interest Amounts will instead be payable to the Person in whose name such Trust
Securities are registered on the special record date, or other specified date
for determining Holders entitled to such defaulted Distribution and Additional
Interest Amount, established in the same manner, and on the same date, as such
is established with respect to the Notes under the Indenture.

     

    (c)           As
a condition to the payment of any principal of or interest on the Trust
Securities without the imposition of withholding tax, the Administrative
Trustees shall require the previous delivery of properly completed and signed
applicable U.S. federal income tax certifications (generally, an Internal
Revenue Service Form W-9 (or applicable successor form) in the case of a person
that is a "United States person" within the meaning of Section 7701(a)(30) of
the Code or an Internal Revenue Service Form W-8 (or applicable successor form)
in the case of a person that is not a "United States person" within the meaning
of Section 7701(a)(30) of the Code) and any other certification acceptable to it
to enable the Property Trustee or any Paying

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Agent to
determine their respective duties and liabilities with respect to any taxes or
other charges that they may be required to pay, deduct or withhold in respect of
such Trust Securities.

     

    


    SECTION
4.2.                                Redemption.

     

    (a)           On
each Note Redemption Date and on the stated maturity (or any date of principal
repayment upon early maturity) of the Notes and on each other date on (or in
respect of) which any principal on the Notes is repaid, the Trust will be
required to redeem a Like Amount of Trust Securities of the corresponding Series
at the Redemption Price.

     

    (b)           Notice
of redemption shall be given by the Property Trustee by first-class mail,
postage prepaid, mailed not less than thirty (30) nor more than sixty (60) days
prior to the Redemption Date to each Holder of Trust Securities to be redeemed,
at such Holder’s address appearing in the Securities Register. All notices of
redemption shall state:

     

    (i)           the
Redemption Date;

     

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

     

    (iii)           if
less than all the Outstanding Trust Securities are to be redeemed, the
identification (and, in the case of partial redemption, the respective amounts)
and Liquidation Amounts of the particular Trust Securities to be
redeemed;

     

    (iv)           that
on the Redemption Date, the Redemption Price will become due and payable upon
each such Trust Security, or portion thereof, to be redeemed and that
Distributions thereon will cease to accumulate on such Trust Security or such
portion, as the case may be, on and after said date, except as provided in Section
4.2(d);

     

    (v)           the
place or places where the Trust Securities are to be surrendered for the payment
of the Redemption Price; and

     

    (vi)           such
other provisions as the Property Trustee deems relevant.

     

    (c)           The
Trust Securities (or portion thereof) redeemed on each Redemption Date shall be
redeemed at the Redemption Price with the proceeds from the contemporaneous
redemption or payment at maturity of Notes. Redemptions of the Trust Securities
(or portion thereof) shall be made and the Redemption Price shall be payable on
each Redemption Date only to the extent that the Trust has funds then on hand
and available in the Payment Account for the payment of such Redemption
Price.  Under the Indenture, the Notes may be redeemed by the
Depositor on any Interest Payment Date, at the Depositor’s option, on or after,
in the case of Series A Notes, March 30, 2010 and,  in the case of
Series B Notes, April 30, 2010, in whole or in part,
from

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    time to
time at the Optional Note Redemption Price.  The Notes may also be
redeemed by the Depositor, at its option pursuant to the terms of the Indenture,
in whole but not in part, upon the occurrence and during the continuation of an
Investment Company Event or a Tax Event, at the Special Note Redemption
Price.

     

    (d)           If
the Property Trustee gives a notice of redemption in respect of any Preferred
Securities, then by 10:00 A.M., New York City time, on the Redemption Date, the
Depositor shall deposit sufficient funds with the Property Trustee to pay the
Redemption Price.  If such deposit has been made by such time, then by
12:00 noon, New York City time, on the Redemption Date, the Property Trustee
will, with respect to Book-Entry Preferred Securities, irrevocably deposit with
the Depositary for such Book-Entry Preferred Securities, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
such Depositary irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities. With respect to Preferred
Securities that are not Book-Entry Preferred Securities, the Property Trustee
will irrevocably deposit with the Paying Agent, to the extent available
therefor, funds sufficient to pay the applicable Redemption Price and will give
the Paying Agent irrevocable instructions and authority to pay the Redemption
Price to the Holders of the Preferred Securities upon surrender of their
Preferred Securities Certificates. Notwithstanding the foregoing, Distributions
payable on or prior to the Redemption Date for any Trust Securities (or portion
thereof) called for redemption shall be payable to the Holders of such Trust
Securities as they appear on the Securities Register on the relevant record
dates for the related Distribution Dates. If notice of redemption shall have
been given and funds deposited as required, then upon the date of such deposit,
all rights of Holders holding Trust Securities (or portion thereof) so called
for redemption will cease, except the right of such Holders to receive the
Redemption Price and any Distribution payable in respect of the Trust Securities
on or prior to the Redemption Date, but without interest, and, in the case of a
partial redemption, the right of such Holders to receive a new Trust Security or
Securities of authorized denominations, in aggregate Liquidation Amount equal to
the unredeemed portion of such Trust Security or Securities, and such Securities
(or portion thereof) called for redemption will cease to be Outstanding. In the
event that any date on which any Redemption Price is payable is not a Business
Day, then payment of the Redemption Price payable on such date will be made on
the next succeeding Business Day (and no interest shall accrue in respect of the
amounts whose payment is so delayed for the period from and after each such date
until the next succeeding Business Day), except that, if such Business Day falls
in the next succeeding calendar year, such payment shall be made on the
immediately preceding Business Day, in each case, with the same force and effect
as if made on such date. In the event that payment of the Redemption Price in
respect of any Trust Securities (or portion thereof) called for redemption is
improperly withheld or refused and not paid either by the Trust, Distributions
on such Trust Securities (or portion thereof) will continue to accumulate, as
set forth in Section
4.1, from the Redemption Date originally established by the Trust for
such Trust Securities (or portion thereof) to the date such Redemption Price is
actually paid, in which case the actual payment date will be the date fixed for
redemption for purposes of calculating the Redemption Price.

     

    (e)           Subject
to Section 4.3(a),
if less than all the Outstanding Trust Securities are to be redeemed on a
Redemption Date, then the aggregate Liquidation Amount of Trust Securities to be
redeemed shall be allocated pro rata to the Common
Securities and the Preferred Securities based upon the relative aggregate
Liquidation Amounts of the Common Securities and the

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Preferred
Securities.  Upon such a partial redemption, the Preferred Securities
to be redeemed from each holder of Preferred Securities shall be selected on a
pro rata basis based
upon the respective Liquidation Amounts of the Preferred Securities then held by
each Holder of the Preferred Securities not more than sixty (60) days prior to
the Redemption Date by the Property Trustee from the Outstanding Preferred
Securities not previously called for redemption; provided, that with respect
to Holders that would be required to hold less than one hundred (100) but more
than zero (0) Trust Securities as a result of such redemption, the Trust shall
redeem Trust Securities of each such Holder so that after such redemption such
Holder shall hold either one hundred (100) Trust Securities or such Holder no
longer holds any Trust Securities, and shall use such method (including, without
limitation, by lot) as the Trust shall deem fair and appropriate; and provided, further, that so long as the
Preferred Securities are Book-Entry Preferred Securities, such selection shall
be made in accordance with the Applicable Depositary Procedures for the
Preferred Securities by such Depositary. The Property Trustee shall promptly
notify the Securities Registrar in writing of the Preferred Securities (or
portion thereof) selected for redemption and, in the case of any Preferred
Securities selected for partial redemption, the Liquidation Amount thereof to be
redeemed. For all purposes of this Trust Agreement, unless the context otherwise
requires, all provisions relating to the redemption of Preferred Securities
shall relate, in the case of any Preferred Securities redeemed or to be redeemed
only in part, to the portion of the aggregate Liquidation Amount of Preferred
Securities that has been or is to be redeemed.

     

    (f)           The
Trust in issuing the Trust Securities may use “CUSIP” numbers (if then generally
in use), and, if so, the Property Trustee shall indicate the “CUSIP” numbers of
the Trust Securities in notices of redemption and related materials as a
convenience to Holders; provided, that any such
notice may state that no representation is made as to the correctness of such
numbers either as printed on the Trust Securities or as contained in any notice
of redemption and related materials.

     

    SECTION
4.3.                                Subordination of Common
Securities.

     

    (a)           Payment
of Distributions (including any Additional Interest Amounts) on, the Redemption
Price of and the Liquidation Distribution in respect of, the Trust Securities,
as applicable, shall be made, pro rata among the Common
Securities and the Preferred Securities based on the Liquidation Amount of the
respective Trust Securities; provided, that if on any
Distribution Date, Redemption Date or Liquidation Date an Event of Default shall
have occurred and be continuing, no payment of any Distribution (including any
Additional Interest Amounts) on, Redemption Price of or Liquidation Distribution
in respect of, any Common Security, and no other payment on account of the
redemption, liquidation or other acquisition of Common Securities, shall be made
unless payment in full in cash of all accumulated and unpaid Distributions
(including any Additional Interest Amounts) on all Outstanding Preferred
Securities for all Distribution Periods terminating on or prior thereto, or in
the case of payment of the Redemption Price the full amount of such Redemption
Price on all Outstanding Preferred Securities then called for redemption, or in
the case of payment of the Liquidation Distribution the full amount of such
Liquidation Distribution on all Outstanding Preferred Securities, shall have
been made or provided for, and all funds immediately available to the Property
Trustee shall first be applied to the payment in full in cash of all
Distributions (including any Additional

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Interest
Amounts) on, or the Redemption Price of or the Liquidation Distribution in
respect of, the Preferred Securities then due and payable.

     

    (b)           In
the case of the occurrence of any Event of Default, the Holders of the Common
Securities shall have no right to act with respect to any such Event of Default
under this Trust Agreement until all such Events of Default with respect to the
Preferred Securities have been cured, waived or otherwise eliminated. Until all
such Events of Default under this Trust Agreement with respect to the Preferred
Securities have been so cured, waived or otherwise eliminated, the Property
Trustee shall act solely on behalf of the Holders of the Preferred Securities
and not on behalf of the Holders of the Common Securities, and only the Holders
of all the Preferred Securities will have the right to direct the Property
Trustee to act on their behalf.

     

    SECTION
4.4.                                Payment
Procedures.

     

    Payments
of Distributions (including any Additional Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Preferred
Securities shall be made by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing at
least ten (10) Business Days prior to the date for payment by the Person
entitled thereto unless proper written transfer instructions have not been
received by the relevant record date, in which case such payments shall be made
by check mailed to the address of such Person as such address shall appear in
the Securities Register.  If any Preferred Securities are held by a
Depositary, such Distributions thereon shall be made to the Depositary in
immediately available funds. Payments in respect of the Common Securities shall
be made in such manner as shall be mutually agreed between the Property Trustee
and the Holder of all the Common Securities.

     

    SECTION
4.5.                                Withholding Tax.

     

    (a)           The
Trust and the Administrative Trustees shall comply with all withholding and
backup withholding tax requirements under United States federal, state and local
law.  The Administrative Trustees on behalf of the Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding and backup
withholding tax with respect to each Holder and any representations and forms as
shall reasonably be requested by the Administrative Trustees on behalf of the
Trust to assist it in determining the extent of, and in fulfilling, its
withholding and backup withholding tax obligations.  The
Administrative Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding and backup withholding tax is properly
established by a Holder, shall remit amounts withheld with respect to the Holder
to applicable jurisdictions.  To the extent that the Trust is required
to withhold and pay over any amounts to any jurisdiction with respect to
Distributions or allocations to any Holder, the amount withheld shall be deemed
to be a Distribution in the amount of the withholding to the
Holder.  In the event of any claimed overwithholding, Holders shall be
limited to an action against the applicable jurisdiction.  If the
amount required to be withheld was not withheld from actual Distributions made,
the Administrative Trustees on behalf of the Trust may reduce subsequent
Distributions by the amount of such required withholding.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
4.6.                                Tax Returns and Other
Reports.

     

    The
Administrative Trustees shall prepare (or cause to be prepared) at the principal
office of the Trust in the United States, as defined for purposes of Treasury
regulations section 301.7701-7, at the Depositor’s expense, and file, all United
States federal, state and local tax and information returns and reports required
to be filed by or in respect of the Trust.  The Administrative
Trustees shall prepare at the principal office of the Trust in the United
States, as defined for purposes of Treasury regulations section 301.7701-7, and
furnish (or cause to be prepared and furnished), by January 31 in each taxable
year of the Trust to each Holder all Internal Revenue Service forms and returns
required to be provided by the Trust. The Administrative Trustees shall provide
the Depositor, Taberna Capital Management, LLC and the Property Trustee with a
copy of all such returns and reports promptly after such filing or
furnishing.

     

    SECTION
4.7.                                Payment of Taxes, Duties, Etc. of
the Trust.

     

    Upon
receipt under the Notes of Additional Tax Sums and upon the written direction of
the Administrative Trustees, the Property Trustee shall promptly pay, solely out
of monies on deposit pursuant to this Trust Agreement, any Additional Taxes
imposed on the Trust by the United States or any other taxing
authority.

     

    SECTION
4.8.                                Payments under Indenture or Pursuant
to Direct Actions.

     

    Any
amount payable hereunder to any Holder of Preferred Securities shall be reduced
by the amount of any corresponding payment such Holder (or any Owner with
respect thereto) has directly received pursuant to Section 5.8 of the
Indenture or Section 6.10(b)
of this Trust Agreement.

     

    SECTION
4.9.                                Exchanges.

     

    (a)           If
at any time the Depositor or any of its Affiliates (in either case, a “Depositor Affiliate”) is the
Owner or Holder of any Preferred Securities, such Depositor Affiliate shall have
the right to deliver to the Property Trustee all or such portion of its
Preferred Securities as it elects and, subject to compliance with Sections 2.2
and 3.5 of the Indenture, receive, in exchange therefor, a Like Amount of
Notes.  Such election shall be exercisable effective on any
Distribution Date by such Depositor Affiliate delivering to the Property Trustee
(i) at least ten (10) Business Days prior to the Distribution Date on which such
exchange is to occur, the registration instructions and the documentation, if
any, required pursuant to Sections 2.2 and 3.5 of the Indenture to enable the
Indenture Trustee to issue the requested Like Amount of Notes, (ii) a written
notice of such election specifying the Liquidation Amount of Preferred
Securities with respect to which such election is being made and the
Distribution Date on which such exchange shall occur, which Distribution Date
shall be not less than ten (10) Business Days after the date of receipt by the
Property Trustee of such election notice and (iii) shall be conditioned upon
such Depositor Affiliate having delivered or caused to be delivered to the
Property Trustee or its designee the Preferred Securities that are the subject
of such election by 10:00 A.M. New York time, on the Distribution Date on which
such exchange is to occur.  After the exchange, such

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Preferred
Securities will be canceled and will no longer be deemed to be Outstanding and
all rights of the Depositor Affiliate with respect to such Preferred Securities
will cease.

     

    (b)           In
the case of an exchange described in Section 4.9(a), the
Property Trustee on behalf of the Trust will, on the date of such exchange,
exchange Notes having a principal amount equal to a proportional amount of the
aggregate Liquidation Amount of the Outstanding Common Securities, based on the
ratio of the aggregate Liquidation Amount of the Preferred Securities exchanged
pursuant to Section
4.9(a) divided by the aggregate Liquidation Amount of the Preferred
Securities Outstanding immediately prior to such exchange, for such proportional
amount of Common Securities held by the Depositor (which contemporaneously shall
be canceled and no longer be deemed to be Outstanding); provided, that the Depositor
delivers or causes to be delivered to the Property Trustee or its designee the
required amount of Common Securities to be exchanged by 10:00 A.M. New York
time, on the Distribution Date on which such exchange is to occur.

     

    SECTION
4.10.                                           Calculation
Agent.

     

    (a)           The
Calculation Agent may be removed by the Administrative Trustees at any
time.  Notwithstanding the foregoing, the Property Trustee shall
initially, and, for so long as it holds any of the Notes, be the Calculation
Agent for purposes of determining LIBOR for each Distribution
Date.  If the Calculation Agent is unable or unwilling to act as such
or is removed by the Administrative Trustees, the Administrative Trustees will
promptly appoint as a replacement Calculation Agent the London office of a
leading bank which is engaged in transactions in three/-month Eurodollar
deposits in the international Eurodollar market and which does not control or is
not controlled by or under common control with the Administrative Trustee or its
Affiliates.  The Calculation Agent may not resign its duties without a
successor having been duly appointed.

     

    (b)           The
Calculation Agent shall be required to agree that, as soon as possible after
11:00 a.m. (London time) on each LIBOR Determination Date, but in no event later
than 11:00 a.m. (London time) on the Business Day immediately following each
LIBOR Determination Date, the Calculation Agent will calculate the interest rate
(rounded to the nearest cent, with half a cent being rounded upwards) for the
related Distribution Date, and will communicate such rate and amount to the
Depositor, the Administrative Trustees, the Note Trustee, each Paying Agent and
the Depositary. The Calculation Agent will also specify to the Administrative
Trustee the quotations upon which the foregoing rates and amounts are based and,
in any event, the Calculation Agent shall notify the Administrative Trustees
before 5:00 p.m. (London time) on each LIBOR Determination Date that
either:  (i) it has determined or is in the process of
determining the foregoing rates and amounts or (ii) it has not determined
and is not in the process of determining the foregoing rates and amounts,
together with its reasons therefor.  The Calculation Agent’s
determination of the foregoing rates and amounts for any Distribution Date will
(in the absence of manifest error) be final and binding upon all
parties.  For the sole purpose of calculating the interest rate for
the Trust Securities, “Business Day” shall be defined as any day on which
dealings in deposits in Dollars are transacted in the London interbank
market.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
4.11.                                           Certain
Accounting Matters.

     

    (a)           At
all times during the existence of the Trust, the Administrative Trustees shall
keep, or cause to be kept at the principal office of the Trust in the United
States, as defined for purposes of Treasury Regulations section 301.7701-7, full
books of account, records and supporting documents, which shall reflect in
reasonable detail each transaction of the Trust.  The books of account
shall be maintained on the accrual method of accounting, in accordance with
generally accepted accounting principles, consistently applied.

     

    (b)           The
Administrative Trustees shall either (i) if the Depositor is then subject to
such reporting requirements, cause each Form 10-K and Form 10-Q prepared by the
Depositor and filed with the Commission in accordance with the Exchange Act to
be delivered to each Holder, with a copy to the Property Trustee, within thirty
(30) days after the filing thereof or (ii) cause to be prepared at the
principal office of the Trust in the United States, as defined for purposes of
Treasury Regulations section 301.7701-7, and delivered to each of the Holders,
with a copy to the Property Trustee, within ninety (90) days after the end of
each Fiscal Year, annual financial statements of the Trust, including a balance
sheet of the Trust as of the end of such Fiscal Year, and the related statements
of income or loss.

     

    (c)           If
the Depositor intends to file its annual and quarterly information with the
Commission in electronic form pursuant to Regulation S-T of the Commission using
the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system, the
Administrative Trustees shall notify the Property Trustee in the manner
prescribed herein of each such annual and quarterly filing.  The
Property Trustee is hereby authorized and directed to access the EDGAR system
for purposes of retrieving the financial information so
filed.  Compliance with the foregoing shall constitute delivery by the
Administrative Trustees of its financial statements to the Property Trustee in
compliance with the provisions of Section 314(a) of the Trust Indenture Act, if
applicable.  The Property Trustee shall have no duty to search for or
obtain any electronic or other filings that the Depositor makes with the
Commission, regardless of whether such filings are periodic, supplemental or
otherwise.  Delivery of reports, information and documents to the
Property Trustee pursuant to this Section 4.11(c) shall
be solely for purposes of compliance with this Section 4.11 and, if
applicable, with Section 314(a) of the Trust Indenture Act.  The
Property Trustee’s receipt of such reports, information and documents shall not
constitute notice to it of the content thereof or any matter determinable from
the content thereof, including the Depositor’s compliance with any of its
covenants hereunder, as to which the Property Trustee is entitled to rely upon
Officers’ Certificates.

     

    (d)           The
Trust shall maintain one or more bank accounts in the United States, as defined
for purposes of Treasury Regulations section 301.7701-7, in the name and for the
sole benefit of the Trust; provided, however, that all
payments of funds in respect of the Notes held by the Property Trustee shall be
made directly to the Payment Account and no other funds of the Trust shall be
deposited in the Payment Account.  The sole signatories for such
accounts (including the Payment Account) shall be designated by the Property
Trustee.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
V.

     

    


     

    Securities

     

    SECTION
5.1.                                Initial
Ownership.

     

    Upon the
creation of the Trust and the contribution by the Depositor referred to in Section 2.3 and
until the issuance of the Trust Securities, and at any time during which no
Trust Securities are Outstanding, the Depositor shall be the sole beneficial
owner of the Trust.

     

    SECTION
5.2.                                Authorized Trust
Securities.

     

    The Trust
shall be authorized to issue two series of Preferred Securities having an
aggregate Liquidation Amount of $50,000,000 (made up of Series A Preferred
Securities having an aggregate Liquidation Amount of $970,000 and Series B
Preferred Securities having an aggregate Liquidation Amount of $49,030,000) and
two series of Common Securities having an aggregate Liquidation Amount of
$1,550,000 (made up of Series A Common Securities having an aggregate
Liquidation Amount of $31,000 and Series B Common Securities having an aggregate
Liquidation Amount of $1,519,000).

     

    SECTION
5.3.                                Issuance of the Common Securities;
Subscription and Purchase of Notes.

     

    (a)           On
the Closing Date, an Administrative Trustee, on behalf of the Trust, executed
and delivered to the Depositor Common Securities Certificates, registered in the
name of the Depositor, evidencing an aggregate of One Thousand Five Hundred
Fifty (1,550) Common Securities having an aggregate Liquidation Amount of One
Million Five Hundred Fifty Thousand Dollars, ($1,550,000) against receipt by the Trust
of the aggregate purchase price of such Common Securities of One Million Five
Hundred Fifty Thousand Dollars, ($1,550,000).  Contemporaneously
therewith and with the sale by the Trust to the Holders of an aggregate of Fifty
Thousand (50,000) Preferred Securities having an aggregate Liquidation Amount of
Fifty Million Dollars ($50,000,000), an Administrative Trustee, on behalf of the
Trust, purchased from the Depositor Notes, registered in the name of the
Property Trustee on behalf of the Trust and having an aggregate principal amount
equal to Fifty One Million Five Hundred Fifty Thousand Dollars, ($51,550,000), and, in satisfaction of the
purchase price for such Notes, the Property Trustee, on behalf of the Trust,
delivered to the Depositor the sum of Fifty One Million Five Hundred Fifty
Thousand Dollars, ($51,550,000) (being the aggregate amount
paid by the Holders for the Preferred Securities, and the amount paid by the
Depositor for the Common Securities).

     

    (b)           As
of the date hereof, an Administrative Trustee, on behalf of the Trust, shall
execute and deliver to the Depositor (i) a Series A Common Securities
Certificate, registered in the name of the Depositor, evidencing an aggregate of
Thirty One (31) Common Securities having an aggregate Liquidation Amount of
Thirty One Thousand Dollars, ($31,000) and (ii) a
Series B Common Securities Certificate, registered in the name of the Depositor,
evidencing an aggregate of One Thousand Five Hundred Nineteen

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (1,519)
Common Securities having an aggregate Liquidation Amount of One Million Five
Hundred Nineteen Thousand Dollars, ($1,519,000) against
receipt by the Trust of the Common Securities Certificate, registered in the
name of the Depositor, evidencing an aggregate of One Thousand Five Hundred
Fifty (1,550) Common Securities, which was issued on the Closing
Date.

     

    (c)           As
of the date hereof, an Administrative Trustee, on behalf of the Trust, shall
execute and deliver to the Depositor (i) a Series A Preferred Securities
Certificate, registered in the name of Sigler & Co., evidencing an aggregate
of Nine Hundred Seventy (970) Preferred Securities having an aggregate
Liquidation Amount of Nine Hundred Seventy Thousand Dollars, ($970,000), (ii) a
Series B Preferred Securities Certificate, registered in the name of Sigler
& Co., evidencing an aggregate of Thirty Seven Thousand Five Hundred
(37,500) Preferred Securities having an aggregate Liquidation Amount of Thirty
Seven Million Five Hundred Thousand Dollars ($37,500,000), and (iii)
a Series B Preferred Securities Certificate, registered in the name of Sigler
& Co., evidencing an aggregate of Eleven Thousand Five Hundred Thirty
(11,530) Preferred Securities having an aggregate Liquidation Amount of Eleven
Million Five Hundred Thirty Thousand Dollars ($11,530,000) against
receipt by the Trust of the three (3) Preferred Securities Certificates,
evidencing an aggregate of Fifty Thousand (50,000) Preferred
Securities.

     

    SECTION
5.4.                                The Securities
Certificates.

     

    (a)           The
Preferred Securities Certificates shall be issued in minimum denominations of
$100,000 Liquidation Amount and integral multiples of $1,000 in excess thereof,
and the Common Securities Certificates shall be issued in minimum denominations
of  $10,000 Liquidation Amount and integral multiples of $1,000 in
excess thereof.  The Securities Certificates shall be executed on
behalf of the Trust by manual or facsimile signature of at least one
Administrative Trustee.  Securities Certificates bearing the
signatures of individuals who were, at the time when such signatures shall have
been affixed, authorized to sign such Securities Certificates on behalf of the
Trust shall be validly issued and entitled to the benefits of this Trust
Agreement, notwithstanding that such individuals or any of them shall have
ceased to be so authorized prior to the delivery of such Securities Certificates
or did not have such authority at the date of delivery of such Securities
Certificates.

     

    (b)           On
the Closing Date, upon the written order of an authorized officer of the
Depositor, the Administrative Trustees shall cause Securities Certificates to be
executed on behalf of the Trust and delivered, without further corporate action
by the Depositor, in authorized denominations.

     

    (c)           The
Preferred Securities issued to QIBs/QPs shall be, except as provided in Section 5.6,
Book-Entry Preferred Securities issued in the form of one or more Global
Preferred Securities registered in the name of the Depositary, or its nominee
and deposited with the Depositary or a custodian for the Depositary for credit
by the Depositary to the respective accounts of the Depositary Participants
thereof (or such other accounts as they may direct).  The Preferred
Securities issued to a Person other than a QIB/QP shall be issued in the form of
Definitive Preferred Securities Certificates.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (d)           A
Preferred Security shall not be valid until authenticated by the manual
signature of an authorized signatory of the Property Trustee.  Such
signature shall be conclusive evidence that the Preferred Security has been
authenticated under this Trust Agreement.  Upon written order of the
Trust signed by one Administrative Trustee, the Property Trustee shall
authenticate the Preferred Securities for original issue.  The
Property Trustee may appoint an authenticating agent that is a U.S. Person
acceptable to the Trust to authenticate the Preferred Securities.  A
Common Security need not be so authenticated and shall be valid upon execution
by one or more Administrative Trustees.  The form of this certificate
of authentication can be found in Section
5.13.

     

    SECTION
5.5.                                Rights of
Holders.

     

    The Trust
Securities shall have no preemptive or similar rights and when issued and
delivered to Holders against payment of the purchase price therefor will be
fully paid and non-assessable by the Trust.  Except as provided in
Section
5.11(b), the Holders of the Trust Securities, in their capacities as
such, shall be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware.

     

    SECTION
5.6.                                Book-Entry Preferred
Securities.

     

    (a)           A
Global Preferred Security may be exchanged, in whole or in part, for Definitive
Preferred Securities Certificates registered in the names of the Owners only if
such exchange complies with Section 5.7 and
(i) the Depositary advises the Administrative Trustees and the Property
Trustee in writing that the Depositary is no longer willing or able properly to
discharge its responsibilities with respect to the Global Preferred Security,
and no qualified successor is appointed by the Administrative Trustees within
ninety (90) days of receipt of such notice, (ii) the Depositary ceases to
be a clearing agency registered under the Exchange Act and the Administrative
Trustees fail to appoint a qualified successor within ninety (90) days of
obtaining knowledge of such event, (iii) the Administrative Trustees at their
option advise the Property Trustee in writing that the Trust elects to terminate
the book-entry system through the Depositary or (iv) a Note Event of
Default has occurred and is continuing. Upon the occurrence of any event
specified in clause (i), (ii), (iii) or (iv) above, the Administrative Trustees
shall notify the Depositary and instruct the Depositary to notify all Owners of
Book-Entry Preferred Securities, the Delaware Trustee and the Property Trustee
of the occurrence of such event and of the availability of the Definitive
Preferred Securities Certificates to Owners of the Preferred Securities
requesting the same. Upon the issuance of Definitive Preferred Securities
Certificates, the Trustees shall recognize the Holders of the Definitive
Preferred Securities Certificates as Holders.  Notwithstanding the
foregoing, if an Owner of a beneficial interest in a Global Preferred Security
wishes at any time to transfer an interest in such Global Preferred Security to
a Person other than a QIB/QP, such transfer shall be effected, subject to the
Applicable Depositary Procedures, in accordance with the provisions of this
Section 5.6 and
Section 5.7,
and the transferee shall receive a Definitive Preferred Securities Certificate
in connection with such transfer.    A holder of a
Definitive Preferred Securities Certificate that is a QIB/QP may, upon request
and in accordance with the provisions of this Section 5.6 and Section 5.7, exchange
such Definitive Preferred Securities Certificate for a beneficial interest in a
Global Preferred Security.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (b)           If
any Global Preferred Security is to be exchanged for Definitive Preferred
Securities Certificates or canceled in part, or if any Definitive Preferred
Securities Certificate is to be exchanged in whole or in part for any Global
Preferred Security, then either (i) such Global Preferred Security shall be so
surrendered for exchange or cancellation as provided in this Article V or (ii) the
aggregate Liquidation Amount represented by such Global Preferred Security shall
be reduced, subject to Section 5.4, or
increased by an amount equal to the Liquidation Amount represented by that
portion of the Global Preferred Security to be so exchanged or canceled, or
equal to the Liquidation Amount represented by such Definitive Preferred
Securities Certificates to be so exchanged for any Global Preferred Security, as
the case may be, by means of an appropriate adjustment made on the records of
the Securities Registrar, whereupon the Property Trustee, in accordance with the
Applicable Depositary Procedures, shall instruct the Depositary or its
authorized representative to make a corresponding adjustment to its records.
Upon any such surrender to the Administrative Trustees or the Securities
Registrar of any Global Preferred Security or Securities by the Depositary,
accompanied by registration instructions, the Administrative Trustees, or any
one of them, shall execute the Definitive Preferred Securities Certificates in
accordance with the instructions of the Depositary.  None of the
Securities Registrar or the Trustees shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be fully protected
in relying on, such instructions.

     

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

     

    (d)           The
Depositary or its nominee, as registered owner of a Global Preferred Security,
shall be the Holder of such Global Preferred Security for all purposes under
this Trust Agreement and the Global Preferred Security, and Owners with respect
to a Global Preferred Security shall hold such interests pursuant to the
Applicable Depositary Procedures. The Securities Registrar and the Trustees
shall be entitled to deal with the Depositary for all purposes of this Trust
Agreement relating to the Global Preferred Securities (including the payment of
the Liquidation Amount of and Distributions on the Book-Entry Preferred
Securities represented thereby and the giving of instructions or directions by
Owners of Book-Entry Preferred Securities represented thereby and the giving of
notices) as the sole Holder of the Book-Entry Preferred Securities represented
thereby and shall have no obligations to the Owners thereof.  None of
the Trustees nor the Securities Registrar shall have any liability in respect of
any transfers effected by the Depositary.

     

    (e)           The
rights of the Owners of the Book-Entry Preferred Securities shall be exercised
only through the Depositary and shall be limited to those established by law,
the Applicable Depositary Procedures and agreements between such Owners and the
Depositary and/or the Depositary Participants; provided, that solely for the
purpose of determining whether the Holders of the requisite amount of Preferred
Securities have voted on any matter provided for in this Trust Agreement, to the
extent that Preferred Securities are represented by a Global Preferred Security,
the Trustees may conclusively rely on, and shall be fully protected in relying
on, any written instrument (including a proxy) delivered to the Property Trustee
by the Depositary setting forth the Owners’ votes or assigning the right to vote
on any matter to any

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    other
Persons either in whole or in part.  To the extent that Preferred
Securities are represented by a Global Preferred Security, the initial
Depositary will make book-entry transfers among the Depositary Participants and
receive and transmit payments on the Preferred Securities that are represented
by a Global Preferred Security to such Depositary Participants, and none of the
Depositor or the Trustees shall have any responsibility or obligation with
respect thereto.

     

    (f)           To
the extent that a notice or other communication to the Holders is required under
this Trust Agreement, for so long as Preferred Securities are represented by a
Global Preferred Security,  the Trustees shall give all such notices
and communications to the Depositary, and shall have no obligations to the
Owners.

     

    SECTION
5.7.                                Registration of Transfer and
Exchange of Preferred Securities Certificates.

     

    (a)           The
Property Trustee shall keep or cause to be kept, at the Corporate Trust Office,
a register or registers (the “Securities Register”) in
which the registrar and transfer agent with respect to the Trust Securities (the
“Securities Registrar”),
subject to such reasonable regulations as it may prescribe, shall provide for
the registration of Preferred Securities Certificates and Common Securities
Certificates and registration of transfers and exchanges of Preferred Securities
Certificates as herein provided. The Person acting as the Property Trustee shall
at all times also be the Securities Registrar.  The provisions of
Article VIII
shall apply to the Property Trustee in its role as Securities
Registrar.

     

    (b)           Subject
to Section 5.7(d), upon surrender for registration of transfer of any Preferred
Securities Certificate at the office or agency maintained pursuant to Section 5.7(f),
the Administrative Trustees or any one of them shall execute by manual or
facsimile signature and deliver to the Property Trustee, and the Property
Trustee shall authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Preferred Securities Certificates in authorized
denominations of a like aggregate Liquidation Amount as may be required by this
Trust Agreement dated the date of execution by such Administrative Trustee or
Trustees.  At the option of a Holder, Preferred Securities
Certificates may be exchanged for other Preferred Securities Certificates in
authorized denominations and of a like aggregate Liquidation Amount upon
surrender of the Preferred Securities Certificate to be exchanged at the office
or agency maintained pursuant to Section
5.7(f).  Whenever any Preferred Securities Certificates are so
surrendered for exchange, the Administrative Trustees or any one of them shall
execute by manual or facsimile signature and deliver to the Property Trustee,
and the Property Trustee shall authenticate and deliver, the Preferred
Securities Certificates that the Holder making the exchange is entitled to
receive.

     

    (c)           The
Securities Registrar shall not be required, (i) to issue, register the
transfer of or exchange any Preferred Security during a period beginning at the
opening of business fifteen (15) days before the day of selection for redemption
of such Preferred Securities pursuant to Article IV and ending
at the close of business on the day of mailing of the notice of redemption or
(ii) to register the transfer of or exchange any Preferred Security so
selected for redemption in whole or in part, except, in the case of any such
Preferred Security to be redeemed in part, any portion thereof not to be
redeemed.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (d)           Every
Preferred Securities Certificate presented or surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer in form satisfactory to the Securities Registrar duly
executed by the Holder or such Holder’s attorney duly authorized in writing and
accompanied by a certificate of the transferee substantially in the form set
forth as Exhibit
E hereto.

     

    (e)           No
service charge shall be made for any registration of transfer or exchange of
Preferred Securities Certificates, but the Property Trustee on behalf of the
Trust may require payment of a sum sufficient to cover any tax or governmental
charge that may be imposed in connection with any transfer or exchange of
Preferred Securities Certificates.

     

    (f)           The
Administrative Trustees shall designate an office or offices or agency or
agencies where Preferred Securities Certificates may be surrendered for
registration of transfer or exchange and initially designate the Corporate Trust
Office as its office and agency for such purposes. The Administrative Trustees
shall give prompt written notice to the Depositor, the Property Trustee and to
the Holders of any change in the location of any such office or
agency.

     

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

     

    (h)           Neither
the Trustee nor the Securities Registrar shall be responsible for ascertaining
whether any transfer hereunder complies with the registration provisions of or
any exemptions from the Securities Act, applicable state securities laws or the
applicable laws of any other jurisdiction, ERISA, the Code or the Investment
Company Act; provided, that if a certificate is specifically required by the
express terms of this Section 5.7 to be
delivered to the Trustee or the Securities Registrar by a Holder or transferee
of a Security, the Trustee and the Securities Registrar shall be under a duty to
receive and examine the same to determine whether or not the certificate
substantially conforms on its face to the requirements of this Indenture and
shall promptly notify the party delivering the same if such certificate does not
comply with such terms.

     

    SECTION
5.8.                                Mutilated, Destroyed, Lost or Stolen
Securities Certificates.

     

    (a)           If
any mutilated Securities Certificate shall be surrendered to the Securities
Registrar together with such security or indemnity as may be required by the
Securities Registrar to save each of the Trustees harmless, the Administrative
Trustees, or any one of them, on behalf of the Trust, shall execute and make
available for delivery in exchange therefor a new Securities Certificate of like
class, tenor and denomination.

     

    (b)           If
the Securities Registrar shall receive evidence to its satisfaction of the
destruction, loss or theft of any Securities Certificate and there shall be
delivered to the Securities Registrar such security or indemnity as may be
required by it to save each of the Trustees harmless, then in the absence of
notice that such Securities Certificate shall have been acquired by a protected
purchaser, the Administrative Trustees, or any one of them, on behalf of the
Trust, shall execute and make available for delivery, and, with respect to
Preferred Securities, the Property Trustee shall authenticate, in exchange for
or in lieu of any such destroyed, lost or stolen Securities Certificate, a new
Securities Certificate of like class, tenor and denomination.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (c)           In
connection with the issuance of any new Securities Certificate under this Section 5.8, the
Administrative Trustees or the Securities Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be imposed
in connection therewith.

     

    (d)           Any
duplicate Securities Certificate issued pursuant to this Section 5.8
shall constitute conclusive evidence of an undivided beneficial interest in the
assets of the Trust corresponding to that evidenced by the mutilated, lost,
stolen or destroyed Securities Certificate, as if originally issued, whether or
not the lost, stolen or destroyed Securities Certificate shall be found at any
time.

     

    (e)           If
any such mutilated, destroyed, lost or stolen Securities Certificate has become
or is about to become due and payable, the Depositor in its discretion may
provide the Administrative Trustee with the funds to pay such Trust Security and
upon receipt of such funds, the Administrative Trustee shall pay such Trust
Security instead of issuing a new Securities Certificate.

     

    (f)           The
provisions of this Section 5.8 are
exclusive and shall preclude (to the extent lawful) all other rights and
remedies with respect to the replacement of mutilated, destroyed, lost or stolen
Securities Certificates.

     

    SECTION
5.9.                                Persons Deemed
Holders.

     

    The
Trustees and the Securities Registrar shall each treat the Person in whose name
any Securities Certificate shall be registered in the Securities Register as the
owner of such Securities Certificate for the purpose of receiving Distributions
and for all other purposes whatsoever, and none of the Trustees and the
Securities Registrar shall be bound by any notice to the contrary.

     

    SECTION
5.10.                              Cancellation.

     

    All
Preferred Securities Certificates surrendered for registration of transfer or
exchange or for payment shall, if surrendered to any Person other than the
Property Trustee, be delivered to the Property Trustee, and any such Preferred
Securities Certificates and Preferred Securities Certificates surrendered
directly to the Property Trustee for any such purpose shall be promptly canceled
by it.  The Administrative Trustees may at any time deliver to the
Property Trustee for cancellation any Preferred Securities Certificates
previously delivered hereunder that the Administrative Trustees may have
acquired in any manner whatsoever, and all Preferred Securities Certificates so
delivered shall be promptly canceled by the Property Trustee.  No
Preferred Securities Certificates shall be executed and delivered in lieu of or
in exchange for any Preferred Securities Certificates canceled as provided in
this Section
5.10, except as expressly permitted by this Trust
Agreement.  All canceled Preferred Securities Certificates shall be
retained by the Property Trustee in accordance with its customary
practices.

     

    SECTION
5.11.                              Ownership of Common Securities by
Depositor.

     

    (a)           On
the Closing Date, the Depositor shall acquire, and thereafter shall retain,
beneficial and record ownership of the Common Securities. Neither the Depositor
nor any successor Holder of the Common Securities may transfer less than all the
Common Securities,

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    and the
Depositor or any such successor Holder may transfer the Common Securities only
(i) in connection with a consolidation or merger of the Depositor into
another Person, or any conveyance, transfer or lease by the Depositor of its
properties and assets substantially as an entirety to any Person (in which event
such Common Securities will be transferred to such surviving entity, transferee
or lessee, as the case may be), pursuant to Section 8.1 of the Indenture or
(ii) to the Depositor or an Affiliate of the Depositor, in each such case
in compliance with applicable law (including the Securities Act, and applicable
state securities and blue sky laws). To the fullest extent permitted by law, any
attempted transfer of the Common Securities other than as set forth in the
immediately preceding sentence shall be void. The Administrative Trustees shall
cause each Common Securities Certificate issued to the Depositor to contain a
legend stating substantially “THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT IN
COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE TRUST
AGREEMENT.”

     

    (b)           Any
Holder of the Common Securities shall be liable for the debts and obligations of
the Trust in the manner and to the extent set forth with respect to the
Depositor and agrees that it shall be subject to all liabilities to which the
Depositor may be subject and, prior to becoming such a Holder, shall deliver to
the Administrative Trustees an instrument of assumption satisfactory to such
Trustees.

     

    SECTION
5.12.                                           Restricted
Legends.

     

    (a)           Each
Preferred Security Certificate shall bear a legend in substantially the
following form:

     

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

     

    UNLESS
THIS PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO
BIMINI CAPITAL TRUST I OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

     

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

     

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

     

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

     

    THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN,  BY ITS ACCEPTANCE
HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, 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

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ENTITY
WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” BY REASON OF ANY PLAN’S INVESTMENT
IN THE ENTITY, AND NO PERSON INVESTING “PLAN ASSETS” OF ANY PLAN MAY ACQUIRE OR
HOLD THIS PREFERRED SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF
THE PREFERRED SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE
REPRESENTED BY ITS PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE
BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH
SECTION 4975 OF THE CODE IS APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON
BEHALF OF AN EMPLOYEE BENEFIT PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING
THE ASSETS OF ANY EMPLOYEE BENEFIT PLAN OR PLAN TO FINANCE SUCH
PURCHASE.”

     

    (b)           The
above legend shall not be removed from any of the Preferred Securities
Certificates unless there is delivered to the Property Trustee and the Depositor
satisfactory evidence, which may include an opinion of counsel, as may be
reasonably required to ensure that any future transfers thereof may be made
without restriction under the provisions of the Securities Act and other
applicable law.  Upon provision of such satisfactory evidence, one or
more of the Administrative Trustees on behalf of the Trust shall execute and
deliver to the Property Trustee, and the Property Trustee shall deliver, at the
written direction of the Administrative Trustees and the Depositor, Preferred
Securities Certificates that do not bear the legend.

     

    SECTION
5.13.                                           Form of Certificate of
Authentication.

     

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

     

    This is
one of the Preferred Securities referred to in the within-mentioned Trust
Agreement.

     

    
      	
              Dated:

            	
              JPMorgan
      Chase Bank, National Association, not in its individual capacity, but
      solely as Property Trustee

            


    

    


    


    By:           ________________________________

    Authorized signatory

     

    ARTICLE
VI.

     

     

    


     

     

    Meetings;
Voting; Acts of Holders

     

    SECTION
6.1.                                Notice of
Meetings.

     

    Notice of
all meetings of the Holders of the Preferred Securities, stating the time, place
and purpose of the meeting, shall be given by the Property Trustee pursuant to
Section 10.8
to

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    each
Holder of Preferred Securities, at such Holder’s registered address, at least
fifteen (15) days and not more than ninety (90) days before the meeting. At any
such meeting, any business properly before the meeting may be so considered
whether or not stated in the notice of the meeting. Any adjourned meeting may be
held as adjourned without further notice.

     

    SECTION
6.2.                                Meetings of Holders of the Preferred
Securities.

     

    (a)           No
annual meeting of Holders is required to be held. The Property Trustee, however,
shall call a meeting of the Holders of the Preferred Securities to vote on any
matter upon the written request of the Holders of at least twenty five percent
(25%) in aggregate Liquidation Amount of the Outstanding Preferred Securities
and the Administrative Trustees or the Property Trustee may, at any time in
their discretion, call a meeting of the Holders of the Preferred Securities to
vote on any matters as to which such Holders are entitled to vote.

     

    (b)           The
Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, present in person or by proxy, shall constitute a quorum at any
meeting of the Holders of the Preferred Securities.

     

    (c)           If
a quorum is present at a meeting, an affirmative vote by the Holders present, in
person or by proxy, holding Preferred Securities representing at least a
Majority in Liquidation Amount of the Preferred Securities held by the Holders
present, either in person or by proxy, at such meeting shall constitute the
action of the Holders of the Preferred Securities, unless this Trust Agreement
requires a lesser or greater number of affirmative votes.

     

    SECTION
6.3.                                Voting Rights.

     

    Holders
shall be entitled to one vote for each $10,000 of Liquidation Amount represented
by their Outstanding Trust Securities in respect of any matter as to which such
Holders are entitled to vote.

     

    SECTION
6.4.                                Proxies, Etc.

     

    At any
meeting of Holders, any Holder entitled to vote thereat may vote by proxy, provided, that no proxy shall
be voted at any meeting unless it shall have been placed on file with the
Administrative Trustees, or with such other officer or agent of the Trust as the
Administrative Trustees may direct, for verification prior to the time at which
such vote shall be taken. Pursuant to a resolution of the Property Trustee,
proxies may be solicited in the name of the Property Trustee or one or more
officers of the Property Trustee. Only Holders of record shall be entitled to
vote. When Trust Securities are held jointly by several Persons, any one of them
may vote at any meeting in person or by proxy in respect of such Trust
Securities, but if more than one of them shall be present at such meeting in
person or by proxy, and such joint owners or their proxies so present disagree
as to any vote to be cast, such vote shall not be received in respect of such
Trust Securities. A proxy purporting to be executed by or on behalf of a Holder
shall be deemed valid unless challenged at or prior to its exercise, and the
burden of proving invalidity shall rest on the challenger. No proxy shall be
valid more than three years after its date of execution.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
6.5.                                Holder Action by Written
Consent.

     

    Any
action that may be taken by Holders at a meeting may be taken without a meeting
and without prior notice if Holders holding at least a Majority in Liquidation
Amount of all Preferred Securities entitled to vote in respect of such action
(or such lesser or greater proportion thereof as shall be required by any other
provision of this Trust Agreement) shall consent to the action in writing; provided, that notice of such
action is promptly provided to the Holders of Preferred Securities that did not
consent to such action.  Any action that may be taken by the Holders
of all the Common Securities may be taken without a meeting and without prior
notice if such Holders shall consent to the action in writing.

     

    SECTION
6.6.                                Record Date for Voting and Other
Purposes.

     

    Except as
provided in Section
6.10(a), for the purposes of determining the Holders who are entitled to
notice of and to vote at any meeting or to act by written consent, or to
participate in any distribution on the Trust Securities in respect of which a
record date is not otherwise provided for in this Trust Agreement, or for the
purpose of any other action, the Administrative Trustees may from time to time
fix a date, not more than ninety (90) days prior to the date of any meeting of
Holders or the payment of a Distribution or other action, as the case may be, as
a record date for the determination of the identity of the Holders of record for
such purposes.

     

    SECTION
6.7.                                Acts of Holders.

     

    (a)           Any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Trust Agreement to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent
thereof duly appointed in writing; and, except as otherwise expressly provided
herein, such action shall become effective when such instrument or instruments
are delivered to an Administrative Trustee. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Trust Agreement and conclusive in favor of the Trustees, if made in the manner
provided in this Section
6.7.

     

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

     

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

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

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

     

    (f)           If
any dispute shall arise among the Holders or the Trustees with respect to the
authenticity, validity or binding nature of any request, demand, authorization,
direction, notice, consent, waiver or other Act of such Holder or Trustee under
this Article
VI, then the determination of such matter by the Property Trustee shall
be conclusive with respect to such matter.

     

    SECTION
6.8.                                Inspection of
Records.

     

    Upon
reasonable written notice to the Administrative Trustees and the Property
Trustee, the records of the Trust shall be open to inspection by any Holder
during normal business hours for any purpose reasonably related to such Holder’s
interest as a Holder.

     

    SECTION
6.9.                                Limitations on Voting
Rights.

     

    (a)           Except
as expressly provided in this Trust Agreement and in the Indenture and as
otherwise required by law, no Holder of Preferred Securities shall have any
right to vote or in any manner otherwise control the administration, operation
and management of the Trust or the obligations of the parties hereto, nor shall
anything herein set forth, or contained in the terms of the Securities
Certificates, be construed so as to constitute the Holders from time to time as
partners or members of an association.

     

    (b)           So
long as any Notes are held by the Property Trustee on behalf of the Trust, the
Property Trustee shall not (i) direct the time, method and place of
conducting any proceeding for any remedy available to the Note Trustee, or
exercise any trust or power conferred on the Property Trustee with respect to
the Notes, (ii) waive any past default that may be waived under
Section 5.13 of the Indenture or waive compliance with any covenant or
condition under Section 10.7 of the Indenture, (iii) exercise any right to
rescind or annul a declaration that the principal of all the Notes shall be due
and payable or (iv) consent to any amendment, modification or termination
of the Indenture or the Notes, where such consent shall be required, without, in
each case, obtaining the prior approval of the Holders of at least a Majority in
Liquidation Amount of the Preferred Securities; provided, that where a consent
under the Indenture would require the consent of each holder of Notes (or each
Holder of Preferred Securities) affected thereby, no such consent shall be given
by the Property Trustee without the prior written consent of each Holder of
Preferred Securities. The Property Trustee shall not revoke any action
previously

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    authorized
or approved by a vote of the Holders of the Preferred Securities, except by a
subsequent vote of the Holders of the Preferred Securities.  In
addition to obtaining the foregoing approvals of the Holders of the Preferred
Securities, prior to taking any of the foregoing actions, the Property Trustee
shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced
in such matters to the effect that such action shall not cause the Trust to be
taxable as a corporation or classified as other than a grantor trust for United
States federal income tax purposes.

     

    (c)           If
any proposed amendment to the Trust Agreement provides for, or the Trustees
otherwise propose to effect, (i) any action that would adversely affect in
any material respect the powers, preferences or special rights of the Preferred
Securities, whether by way of amendment to the Trust Agreement or otherwise or
(ii) the dissolution, winding-up or termination of the Trust, other than
pursuant to the terms of this Trust Agreement, then the Holders of Outstanding
Preferred Securities as a class will be entitled to vote on such amendment or
proposal and such amendment or proposal shall not be effective except with the
approval of the Holders of at least a Majority in Liquidation Amount of the
Preferred Securities. Notwithstanding any other provision of this Trust
Agreement, no amendment to this Trust Agreement may be made if, as a result of
such amendment, it would cause the Trust to be taxable as a corporation or
classified as other than a grantor trust for United States federal income tax
purposes.

     

    SECTION
6.10.                                           Acceleration of Maturity; Rescission
of Annulment; Waivers of Past Defaults.

     

    (a)           For
so long as any Preferred Securities remain Outstanding, if, upon a Note Event of
Default, the Note Trustee fails or the holders of not less than twenty five
percent (25%) in principal amount of the outstanding Notes fail to declare the
principal of all of the Notes to be immediately due and payable, the Holders of
at least twenty five percent (25%) in Liquidation Amount of the Preferred
Securities then Outstanding shall have the right to make such declaration by a
notice in writing to the Property Trustee, the Depositor and the Note
Trustee.  At any time after a declaration of acceleration with respect
to the Notes has been made and before a judgment or decree for payment of the
money due has been obtained by the Note Trustee as provided in the Indenture,
the Holders of at least a Majority in Liquidation Amount of the Preferred
Securities, by written notice to the Property Trustee, the Depositor and the
Note Trustee, may rescind and annul such declaration and its consequences
if:

     

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

     

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

     

    (B)           any
accrued Additional Interest on all of the Notes;

     

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

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (D)           all
sums paid or advanced by the Note Trustee under the Indenture and the reasonable
compensation, expenses, disbursements and advances of the Note Trustee, the
Property Trustee and their agents and counsel; and

     

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

     

    Upon
receipt by the Property Trustee of written notice requesting such an
acceleration, or rescission and annulment thereof, by Holders of any part of the
Preferred Securities, a record date shall be established for determining Holders
of Outstanding Preferred Securities entitled to join in such notice, which
record date shall be at the close of business on the day the Property Trustee
receives such notice. The Holders on such record date, or their duly designated
proxies, and only such Persons, shall be entitled to join in such notice,
whether or not such Holders remain Holders after such record date; provided, that, unless such
declaration of acceleration, or rescission and annulment, as the case may be,
shall have become effective by virtue of the requisite percentage having joined
in such notice prior to the day that is ninety (90) days after such record date,
such notice of declaration of acceleration, or rescission and annulment, as the
case may be, shall automatically and without further action by any Holder be
canceled and of no further effect. Nothing in this paragraph shall prevent a
Holder, or a proxy of a Holder, from giving, after expiration of such ninety
(90)-day period, a new written notice of declaration of acceleration, or
rescission and annulment thereof, as the case may be, that is identical to a
written notice that has been canceled pursuant to the proviso to the preceding
sentence, in which event a new record date shall be established pursuant to the
provisions of this Section 6.10(a).

     

    (b)           For
so long as any Preferred Securities remain Outstanding, to the fullest extent
permitted by law and subject to the terms of this Trust Agreement and the
Indenture, upon a Note Event of Default specified in paragraph (a) or (b) of
Section 5.1 of the Indenture, any Holder of Preferred Securities shall have
the right to institute a proceeding directly against the Depositor, pursuant to
Section 5.8 of the Indenture, for enforcement of payment to such Holder of
any amounts payable in respect of Notes having an aggregate principal amount
equal to the aggregate Liquidation Amount of the Preferred Securities of such
Holder.  Except as set forth in Section 6.10(a)
and this Section 6.10(b),
the Holders of Preferred Securities shall have no right to exercise directly any
right or remedy available to the holders of, or in respect of, the
Notes.

     

    (c)           Notwithstanding
paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the Preferred Securities, waive any Note
Event of Default, except any Note Event of Default arising from the failure to
pay any principal of or any premium, if any, or interest on (including any
Additional Interest) the Notes (unless such Note Event of Default has been cured
and a sum sufficient to pay all matured installments of interest and all
principal and premium, if any, on all Notes due otherwise than by acceleration
has been deposited with the Note Trustee) or a Note Event of Default in respect
of a covenant or provision that under the Indenture cannot be modified or
amended without the consent of the holder of each outstanding
Note.  Upon any such waiver, such Note Event of Default shall cease to
exist and any Note Event of Default arising therefrom shall be deemed to have
been cured for every purpose of the Indenture; but no

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    such
waiver shall affect any subsequent Note Event of Default or impair any right
consequent thereon.

     

    (d)           Notwithstanding
paragraphs (a) and (b) of this Section 6.10, the
Holders of at least a Majority in Liquidation Amount of the Preferred Securities
may, on behalf of the Holders of all the Preferred Securities, waive any past
Event of Default and its consequences.  Upon such waiver, any such
Event of Default shall cease to exist, and any Event of Default arising
therefrom shall be deemed to have been cured, for every purpose of this Trust
Agreement, but no such waiver shall extend to any subsequent or other Event of
Default or impair any right consequent thereon.

     

    (e)           The
Holders of a Majority in Liquidation Amount of the Preferred Securities shall
have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the Property Trustee in respect of this Trust
Agreement or the Notes or exercising any trust or power conferred upon the
Property Trustee under this Trust Agreement; provided, that, subject to Sections 8.5 and
8.7, the
Property Trustee shall have the right to decline to follow any such direction if
the Property Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Property Trustee in good faith
shall, by an officer or officers of the Property Trustee, determine that the
proceedings so directed would be illegal or involve it in personal liability or
be unduly prejudicial to the rights of Holders not party to such direction, and
provided, further, that nothing in this
Trust Agreement shall impair the right of the Property Trustee to take any
action deemed proper by the Property Trustee and which is not inconsistent with
such direction.

     

     

    ARTICLE
VII.

     

     

    


     

     

    Representations
and Warranties

     

    SECTION
7.1.                                Representations and Warranties of
the Property Trustee and the Delaware Trustee.

     

    The
Property Trustee and the Delaware Trustee, each severally on behalf of and as to
itself, hereby represents and warrants for the benefit of the Depositor and the
Holders that:

     

    (a)           the
Property Trustee is a national banking association, duly organized and validly
existing under the laws of the United States;

     

    (b)           the
Property Trustee has full corporate power, authority and legal right to execute,
deliver and perform its obligations under this Trust Agreement and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Trust Agreement;

     

    (c)           the
Delaware Trustee is a national banking association, duly formed and validly
existing under the laws of the United States;

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (d)           the
Delaware Trustee has full corporate power, authority and legal right to execute,
deliver and perform its obligations under this Trust Agreement and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Trust Agreement;

     

    (e)           this
Trust Agreement has been duly authorized, executed and delivered by the Property
Trustee and the Delaware Trustee and constitutes the legal, valid and binding
agreement of each of the Property Trustee and the Delaware Trustee enforceable
against each of them in accordance with its terms, subject to applicable
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws affecting creditors’ rights generally and to general principles of
equity;

     

    (f)           the
execution, delivery and performance of this Trust Agreement have been duly
authorized by all necessary corporate or other action on the part of the
Property Trustee and the Delaware Trustee and do not require any approval of
stockholders of the Property Trustee and the Delaware Trustee and such
execution, delivery and performance will not (i) violate the Restated
Organization Certificate or Articles of Association, as applicable, or By-laws
of the Property Trustee or the Delaware Trustee, (ii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the imposition of any lien on any properties included in the Trust
Property pursuant to the provisions of any indenture, mortgage, credit
agreement, license or other agreement or instrument to which the Property
Trustee or the Delaware Trustee is a party or by which it is bound, or
(iii) violate any applicable law, governmental rule or regulation of the
United States or the State of Delaware, as the case may be, governing the
banking, trust or general powers of the Property Trustee or the Delaware Trustee
or any order, judgment or decree applicable to the Property Trustee or the
Delaware Trustee;

     

    (g)           neither
the authorization, execution or delivery by the Property Trustee or the Delaware
Trustee of this Trust Agreement nor the consummation of any of the transactions
by the Property Trustee or the Delaware Trustee contemplated herein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency
under any existing law of the United States or the State of Delaware governing
the banking, trust or general powers of the Property Trustee or the Delaware
Trustee, as the case may be; and

     

    (h)           to
the best of each of the Property Trustee’s and the Delaware Trustee’s knowledge,
there are no proceedings pending or threatened against or affecting the Property
Trustee or the Delaware Trustee in any court or before any governmental
authority, agency or arbitration board or tribunal that, individually or in the
aggregate, would materially and adversely affect the Trust or would question the
right, power and authority of the Property Trustee or the Delaware Trustee, as
the case may be, to enter into or perform its obligations as one of the Trustees
under this Trust Agreement.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
7.2.                                Representations and Warranties of
Depositor.

     

    The
Depositor hereby represents and warrants for the benefit of the Holders and the
Trustees that:

     

    (a)           the
Depositor is a corporation duly organized, validly existing and in good standing
under the laws of its state of incorporation;

     

    (b)           the
Depositor has full corporate power, authority and legal right to execute,
deliver and perform its obligations under this Trust Agreement, the Indenture
and the Notes dated of even date herewith issued pursuant to the terms of the
Indenture (the “Replacement
Notes”), and has taken all necessary action to authorize the execution,
delivery and performance by it of this Trust Agreement, the Indenture and the
Replacement Notes;

     

    (c)           each
of this Trust Agreement, the Indenture and each Replacement Note has been duly
authorized, executed and delivered by the Depositor and constitutes the legal,
valid and binding agreement of the Depositor enforceable against the Depositor
in accordance with its respective terms, subject to applicable bankruptcy,
insolvency and similar laws affecting creditors’ rights generally and to general
principles of equity;

     

    (d)           the
Securities Certificates issued on the date hereof have been duly authorized by
the Trust and will be validly issued, fully paid and non-assessable and will
represent undivided beneficial interests in the assets of the Trust entitled to
the benefits of this Trust Agreement, enforceable against the Trust in
accordance with their terms, subject to applicable bankruptcy, insolvency and
similar laws affecting creditors’ rights generally and to general principles of
equity; the issuance of the Securities is not subject to any preemptive or other
similar rights; on the date hereof, all of the issued and outstanding Common
Securities will be directly owned by the Company free and clear of any pledge,
security interest, claim, lien or other encumbrance of any kind;

     

    (e)           the
execution, delivery and performance of this Trust Agreement, the Indenture and
the Replacement Notes have been duly authorized by all necessary corporate or
other action on the part of the Depositor and do not require any approval of
stockholders of the Depositor and such execution, delivery and performance will
not (i) violate the articles or certificate of incorporation or by-laws (or
other organizational documents) of the Depositor or (ii) violate any
applicable law, governmental rule or regulation governing the Depositor or any
material portion of its property or any order, judgment or decree applicable to
the Depositor or any material portion of its property;

     

    (f)           neither
(i) the authorization, execution or delivery by the Depositor of this Trust
Agreement, the Indenture or the Replacement Notes nor (ii) the consummation of
any of the transactions by the Depositor contemplated herein requires the
consent or approval of, the giving of notice to, the registration with or the
taking of any other action with respect to any governmental authority or agency
under any existing law governing the Depositor or any material portion of its
property; and

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (g)           there
are no proceedings pending or, to the best of the Depositor’s knowledge,
threatened against or affecting the Depositor or any material portion of its
property in any court or before any governmental authority, agency or
arbitration board or tribunal that, individually or in the aggregate, would
materially and adversely affect the Trust or would question the right, power and
authority of the Depositor, as the case may be, to enter into or perform its
obligations under this Trust Agreement, the Indenture or the Replacement
Notes.

     

     

    ARTICLE
VIII.

     

     

    


     

     

    The
Trustees

     

    SECTION
8.1.                                Number of
Trustees.

     

    The
number of Trustees shall be five (5); provided, that the Property
Trustee and the Delaware Trustee may be the same Person, in which case the
number of Trustees shall be four (4).  The number of Trustees may be
increased or decreased by Act of the Holder of the Common Securities subject to
Sections 8.2,
8.3, and 8.4.  The
death, resignation, retirement, removal, bankruptcy, incompetence or incapacity
to perform the duties of a Trustee shall not operate to annul, dissolve or
terminate the Trust.

     

    SECTION
8.2.                                Property Trustee
Required.

     

    There
shall at all times be a Property Trustee hereunder with respect to the Trust
Securities. The Property Trustee shall be a corporation organized and doing
business under the laws of the United States or of any state thereof, authorized
to exercise corporate trust powers, having a combined capital and surplus of at
least fifty million dollars ($50,000,000), subject to supervision or examination
by federal or state authority and having an office within the United
States.  If any such Person publishes reports of condition at least
annually pursuant to law or to the requirements of its supervising or examining
authority, then for the purposes of this Section 8.2, the
combined capital and surplus of such Person shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. If at any time the Property Trustee shall cease to be eligible in
accordance with the provisions of this Section 8.2, it shall
resign immediately in the manner and with the effect hereinafter specified in
this Article
VIII.

     

    SECTION
8.3.                                Delaware Trustee
Required.

     

    (a)           If
required by the Delaware Statutory Trust Act, there shall at all times be a
Delaware Trustee with respect to the Trust Securities. The Delaware Trustee
shall either be (i) a natural person who is at least 21 years of age and a
resident of the State of Delaware or (ii) a legal entity that has its
principal place of business in the State of Delaware, otherwise meets the
requirements of applicable Delaware law and shall act through one or more
persons authorized to bind such entity.  If at any time the Delaware
Trustee shall cease to be eligible in accordance with the provisions of this
Section 8.3, it
shall resign immediately in the manner and with the

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    effect
hereinafter specified in this Article
VIII.  The Delaware Trustee shall have the same rights,
privileges and immunities as the Property Trustee.

     

    (b)           The
Delaware Trustee shall not be entitled to exercise any powers, nor shall the
Delaware Trustee have any of the duties and responsibilities, of the Property
Trustee or the Administrative Trustees set forth herein. The Delaware Trustee
shall be one of the trustees of the Trust for the sole and limited purpose of
fulfilling the requirements of Section 3807 of the Delaware Statutory Trust
Act and for taking such actions as are required to be taken by a Delaware
trustee under the Delaware Statutory Trust Act.  The duties (including
fiduciary duties), liabilities and obligations of the Delaware Trustee shall be
limited to (a) accepting legal process served on the Trust in the State of
Delaware and (b) the execution of any certificates required to be filed with the
Secretary of State of the State of Delaware that the Delaware Trustee is
required to execute under Section 3811 of the Delaware Statutory Trust Act and
there shall be no other duties (including fiduciary duties) or obligations,
express or implied, at law or in equity, of the Delaware Trustee.

     

    SECTION
8.4.                                Appointment of Administrative
Trustees.

     

    (a)           There
shall at all times be one or more Administrative Trustees hereunder with respect
to the Trust Securities. Each Administrative Trustee shall be either a natural
person who is at least 21 years of age or a legal entity that shall act through
one or more persons authorized to bind that entity.  Each of the
individuals identified as an “Administrative Trustee” in
the preamble of this Trust Agreement hereby accepts his or her appointment as
such.

     

    (b)           Except
where a requirement for action by a specific number of Administrative Trustees
is expressly set forth in this Trust Agreement, any act required or permitted to
be taken by, and any power of the Administrative Trustees may be exercised by,
or with the consent of, any one such Administrative Trustee.  Whenever
a vacancy in the number of Administrative Trustees shall occur, until such
vacancy is filled by the appointment of an Administrative Trustee in accordance
with Section 8.11,
the Administrative Trustees in office, regardless of their number (and
notwithstanding any other provision of this Trust Agreement), shall have all the
powers granted to the Administrative Trustees and shall discharge all the duties
imposed upon the Administrative Trustees by this Trust Agreement.

     

    SECTION
8.5.                                Duties and Responsibilities of the
Trustees.

     

    (a)           The
rights, immunities, duties and responsibilities of the Trustees shall be as
provided by this Trust Agreement and there shall be no other duties (including
fiduciary duties) or obligations, express or implied, at law or in equity, of
the Trustees; provided,
however, that if an Event of Default known to the Property Trustee has
occurred and is continuing, the Property Trustee shall, prior to the receipt of
directions, if any, from the Holders of at least a Majority in Liquidation
Amount of the Preferred Securities, exercise such of the rights and powers
vested in it by this Trust Agreement, and use the same degree of care and skill
in its exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person’s own
affairs.  Notwithstanding the foregoing, no provision of this Trust
Agreement shall require any of the Trustees to expend or risk its own funds or
otherwise incur any financial liability in the performance of any of its duties
hereunder, or in the exercise of any of its or their rights or

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    powers,
if it or they shall have reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably
assured to it. Whether or not herein expressly so provided, every provision of
this Trust Agreement relating to the conduct or affecting the liability of or
affording protection to the Trustees shall be subject to the provisions of this
Section
8.5.  Nothing in this Trust Agreement shall be construed to
release any Administrative Trustee from liability for his or her own negligent
action, negligent failure to act; or his or her own willful
misconduct.  To the extent that, at law or in equity, a Trustee has
duties and liabilities relating to the Trust or to the Holders, such Trustee
shall not be liable to the Trust or to any Holder for such Trustee’s good faith
reliance on the provisions of this Trust Agreement. The provisions of this Trust
Agreement, to the extent that they restrict the duties and liabilities of the
Trustees otherwise existing at law or in equity, are agreed by the Depositor and
the Holders to replace such other duties and liabilities of the
Trustees.

     

    (b)           All
payments made by the Property Trustee or a Paying Agent in respect of the Trust
Securities shall be made only from the revenue and proceeds from the Trust
Property and only to the extent that there shall be sufficient revenue or
proceeds from the Trust Property to enable the Property Trustee or a Paying
Agent to make payments in accordance with the terms hereof. Each Holder, by its
acceptance of a Trust Security, agrees that it will look solely to the revenue
and proceeds from the Trust Property to the extent legally available for
distribution to it as herein provided and that the Trustees are not personally
liable to it for any amount distributable in respect of any Trust Security or
for any other liability in respect of any Trust Security. This Section 8.5(b)
does not limit the liability of the Trustees expressly set forth elsewhere in
this Trust Agreement.

     

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

     

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

     

    (ii)           the
Property Trustee shall not be liable with respect to any action taken or omitted
to be taken by it in good faith in accordance with the direction of the Holders
of at least a Majority in Liquidation Amount of the Preferred Securities
relating to the time, method and place of conducting any proceeding for any
remedy available to the Property Trustee hereunder or under the Indenture, or
exercising any trust or power conferred upon the Property Trustee under this
Trust Agreement;

     

    (iii)           the
Property Trustee’s sole duty with respect to the custody, safe keeping and
physical preservation of the Notes and the Payment Account shall be to deal with
such Property in a similar manner as the Property Trustee deals with similar
property for its own account, subject to the protections and limitations on
liability afforded to the Property Trustee under this Trust
Agreement;

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    (iv)           the
Property Trustee shall not be liable for any interest on any money received by
it except as it may otherwise agree in writing with the Depositor; and money
held by the Property Trustee need not be segregated from other funds held by it
except in relation to the Payment Account maintained by the Property Trustee
pursuant to Section 3.1 and
except to the extent otherwise required by law; and

     

    (v)           the
Property Trustee shall not be responsible for monitoring the compliance by the
Administrative Trustees or the Depositor with their respective duties under this
Trust Agreement, nor shall the Property Trustee be liable for the default or
misconduct of any other Trustee or the Depositor.

     

    SECTION
8.6.                                Notices of Defaults and
Extensions.

     

    (a)           Within
ninety (90) days after the occurrence of a default actually known to the
Property Trustee, the Property Trustee shall transmit notice of such default to
the Holders, the Administrative Trustees and the Depositor, unless such default
shall have been cured or waived.  For the purpose of this Section 8.6, the term
“default” means any
event that is, or after notice or lapse of time or both would become, an Event
of Default.

     

    (b)           Reserved.

     

    (c)           The
Property Trustee shall not be charged with knowledge of any Event of Default
unless either (i) a Responsible Officer of the Property Trustee shall have
actual knowledge or (ii) the Property Trustee shall have received written notice
thereof from the Depositor, an Administrative Trustee or a Holder.

     

    (d)           The
Property Trustee shall notify all Holders of the Preferred Securities of any
notice of default received with respect to the Notes.

     

    SECTION
8.7.                                Certain Rights of Property
Trustee.

     

    Subject
to the provisions of Section 8.5:

     

    (a)           the
Property Trustee may conclusively rely and shall be protected in acting or
refraining from acting in good faith and in accordance with the terms hereof
upon any resolution, Opinion of Counsel, certificate, written representation of
a Holder or transferee, certificate of auditors or any other resolution,
certificate, statement, instrument, opinion, report, notice, request, direction,
consent, order, appraisal, bond, debenture, note, other evidence of indebtedness
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)           if
(i) in performing its duties under this Trust Agreement the Property
Trustee is required to decide between alternative courses of action,
(ii) in construing any of the provisions of this Trust Agreement the
Property Trustee finds a provision ambiguous or inconsistent with any other
provisions contained herein or (iii) the Property Trustee is unsure of the
application of any provision of this Trust Agreement, then, except as to any
matter as to which the Holders of the Preferred Securities are entitled to vote
under the terms of this Trust Agreement, the Property Trustee shall deliver a
notice

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    to the
Depositor requesting the Depositor’s written instruction as to the course of
action to be taken and the Property Trustee shall take such action, or refrain
from taking such action, as the Property Trustee shall be instructed in writing
to take, or to refrain from taking, by the Depositor; provided, that if the
Property Trustee does not receive such instructions of the Depositor within ten
(10) Business Days after it has delivered such notice or such reasonably shorter
period of time set forth in such notice, the Property Trustee may, but shall be
under no duty to, take such action, or refrain from taking such action, as the
Property Trustee shall deem advisable and in the best interests of the Holders,
in which event the Property Trustee shall have no liability except for its own
negligence, bad faith or willful misconduct;

     

    (c)           any
direction or act of the Depositor contemplated by this Trust Agreement shall be
sufficiently evidenced by an Officers’ Certificate unless otherwise expressly
provided herein;

     

    (d)           any
direction or act of an Administrative Trustee contemplated by this Trust
Agreement shall be sufficiently evidenced by a certificate executed by such
Administrative Trustee and setting forth such direction or act;

     

    (e)           the
Property Trustee shall have no duty to see to any recording, filing or
registration of any instrument (including any financing or continuation
statement or any filing under tax or securities laws) or any re-recording,
re-filing or re-registration thereof;

     

    (f)           the
Property Trustee may consult with counsel (which counsel may be counsel to the
Property Trustee, the Depositor or any of its Affiliates, and may include any of
its employees) and the advice of such counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in reliance thereon and in accordance with
such advice; the Property Trustee shall have the right at any time to seek
instructions concerning the administration of this Trust Agreement from any
court of competent jurisdiction;

     

    (g)           the
Property Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Trust Agreement at the request or direction of any
of the Holders pursuant to this Trust Agreement, unless such Holders shall have
offered to the Property Trustee reasonable security or indemnity against the
costs, expenses (including reasonable attorneys’ fees and expenses) and
liabilities that might be incurred by it in compliance with such request or
direction, including reasonable advances as may be requested by the Property
Trustee; provided,
however, that nothing contained in this Section 8.7(g) shall
be construed to relieve the Property Trustee, upon the occurrence of an Event of
Default, of its obligation to exercise the rights and powers in it vested by
this Trust Agreement; provided, further, that nothing contained in this Section 8.7(g) shall
prevent the Property Trustee from exercising its rights under Section 8.11
hereof;

     

    (h)           the
Property Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, approval, bond, debenture,
note or other evidence of indebtedness or other paper or document, unless
requested in writing to do so

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    by one or
more Holders, but the Property Trustee may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the Property
Trustee shall determine to make such inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Depositor, personally
or by agent or attorney;

     

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

     

    (j)           whenever
in the administration of this Trust Agreement the Property Trustee shall deem it
desirable to receive instructions with respect to enforcing any remedy or right
hereunder, the Property Trustee (i) may request instructions from the
Holders (which instructions may only be given by the Holders of the same
proportion in Liquidation Amount of the Trust Securities as would be entitled to
direct the Property Trustee under this Trust Agreement in respect of such
remedy, right or action), (ii) may refrain from enforcing such remedy or
right or taking such other action until such instructions are received and
(iii) shall be protected in acting in accordance with such
instructions;

     

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

     

    (l)           without
prejudice to any other rights available to the Property Trustee under applicable
law, when the Property Trustee incurs expenses or renders services in connection
with a Bankruptcy Event, such expenses (including legal fees and expenses of its
agents and counsel) and the compensation for such services are intended to
constitute expenses of administration under any bankruptcy law or law relating
to creditors rights generally; and

     

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

     

    No
provision of this Trust Agreement shall be deemed to impose any duty or
obligation on any Trustee to perform any act or acts or exercise any right,
power, duty or obligation conferred or imposed on it, in any jurisdiction in
which it shall be illegal, or in which such Person shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
8.8.                                Delegation of
Power.

     

    Any
Trustee may, by power of attorney consistent with applicable law, delegate to
any other natural person over the age of 21 its, his or her power for the
purpose of executing any documents contemplated in Section 2.5.  The
Trustees shall have power to delegate from time to time to the Depositor the
doing of such things and the execution of such instruments either in the name of
the Trust or the names of the Trustees or otherwise as the Trustees may deem
expedient, to the extent such delegation is not prohibited by applicable law or
contrary to the provisions of this Trust Agreement.

     

    SECTION
8.9.                                May Hold
Securities.

     

    Any
Trustee or any other agent of any Trustee or the Trust, in its individual or any
other capacity, may become the owner or pledgee of Trust Securities and except
as provided in the definition of the term “Outstanding” in Article I, may
otherwise deal with the Trust with the same rights it would have if it were not
an Trustee or such other agent.

     

    SECTION
8.10.                          
  Compensation;
Reimbursement; Indemnity.

     

    The
Depositor agrees:

     

    (a)           to
pay to the Trustees from time to time such reasonable compensation for all
services rendered by them hereunder as may be agreed by the Depositor and the
Trustees from time to time (which compensation shall not be limited by any
provision of law in regard to the compensation of a trustee of an express
trust);

     

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

     

    (c)           to
the fullest extent permitted by applicable law, to indemnify and hold harmless
(i) each Trustee, (ii) any Affiliate of any Trustee, (iii) any
officer, director, shareholder, employee, representative or agent of any Trustee
or any Affiliate of any Trustee and (iv) any employee or agent of the Trust
(referred to herein as an “Indemnified Person”) from
and against any loss, damage, liability, tax (other than income, franchise or
other taxes imposed on amounts paid pursuant to Section 8.10(a) or
(b) hereof),
penalty, expense or claim of any kind or nature whatsoever incurred without
negligence, bad faith or willful misconduct on its part, arising out of or in
connection with the acceptance or administration of the Trust hereunder,
including the advancement of funds to cover the costs and expenses of defending
itself against any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.

     

    The Trust
shall have no payment, reimbursement or indemnity obligations to the Trustees
under this Section
8.10.  The provisions of this Section 8.10
shall survive the termination of this Trust Agreement and the earlier removal or
resignation of any Trustee.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    No
Trustee may claim any Lien on any Trust Property whether before or after
termination of the Trust as a result of any amount due pursuant to this Section 8.10.

     

    To the
fullest extent permitted by law, in no event shall the Property Trustee and the
Delaware Trustee be liable for any indirect, special, punitive or consequential
loss or damage of any kind whatsoever, including, but not limited to, lost
profits, even if the Trustee has been advised of the likelihood of such loss or
damage and regardless of the form of action.

     

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

     

    SECTION
8.11.                                           Resignation and Removal; Appointment
of Successor.

     

    (a)           No
resignation or removal of any Trustee and no appointment of a successor Trustee
pursuant to this Article VIII shall
become effective until the acceptance of appointment by the successor Trustee in
accordance with the applicable requirements of Section 8.12.

     

    (b)           A
Trustee may resign at any time by giving written notice thereof to the Depositor
and, in the case of the Property Trustee and the Delaware Trustee, to the
Holders.

     

    (c)           Unless
an Event of Default shall have occurred and be continuing, the Property Trustee
or the Delaware Trustee, or both of them, may be removed (with or without cause)
at any time by Act of the Holder of Common Securities.  If an Event of
Default shall have occurred and be continuing, the Property Trustee or the
Delaware Trustee, or both of them, may be removed (with or without cause) at
such time by Act of the Holders of at least a Majority in Liquidation Amount of
the Preferred Securities, delivered to the removed Trustee (in its individual
capacity and on behalf of the Trust).  An Administrative Trustee may
be removed (with or without cause) only by Act of the Holder of the Common
Securities at any time.

     

    (d)           If
any Trustee shall resign, be removed or become incapable of acting as Trustee,
or if a vacancy shall occur in the office of any Trustee for any reason, at a
time when no Event of Default shall have occurred and be continuing, the Holder
of the Common Securities, by Act of the Holder of the Common Securities, shall
promptly appoint a successor Trustee or Trustees, and such successor Trustee and
the retiring Trustee shall comply with the applicable requirements of Section
8.12.  If the Property Trustee or the Delaware Trustee shall
resign, be removed or become incapable of continuing to act as the Property
Trustee or the Delaware Trustee, as the case may be, at a time when an Event of
Default shall have occurred and be continuing, the Holders of the Preferred
Securities, by Act of the Holders of a Majority in Liquidation Amount of the
Preferred Securities, shall promptly appoint a successor Property Trustee or
Delaware Trustee, and such successor Property Trustee or Delaware Trustee and
the retiring Property Trustee or Delaware Trustee shall comply with the
applicable requirements of Section
8.12.  If an Administrative Trustee shall resign, be removed or
become incapable of acting as Administrative Trustee, at a time when an Event of
Default shall have occurred and be

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    continuing,
the Holder of the Common Securities by Act of the Holder of Common Securities
shall promptly appoint a successor Administrative Trustee and such successor
Administrative Trustee and the retiring Administrative Trustee shall comply with
the applicable requirements of Section
8.12.  If no successor Trustee shall have been so appointed by
the Holder of the Common Securities or Holders of the Preferred Securities, as
the case may be, and accepted appointment in the manner required by Section 8.12 within
thirty (30) days after the giving of a notice of resignation by a Trustee, the
removal of a Trustee, or a Trustee becoming incapable of acting as such Trustee,
any Holder who has been a Holder of Preferred Securities for at least six (6)
months may, on behalf of himself and all others similarly situated, and any
resigning Trustee may, in each case, at the expense of the Depositor, petition
any court of competent jurisdiction for the appointment of a successor
Trustee.

     

    (e)           The
Depositor shall give notice of each resignation and each removal of the Property
Trustee or the Delaware Trustee and each appointment of a successor Property
Trustee or Delaware Trustee to all Holders in the manner provided in Section
10.8.  Each notice shall include the name of the successor
Property Trustee or Delaware Trustee and the address of its Corporate Trust
Office if it is the Property Trustee.

     

    (f)           Notwithstanding
the foregoing or any other provision of this Trust Agreement, in the event any
Administrative Trustee or a Delaware Trustee who is a natural person dies or
becomes, in the opinion of the Holder of Common Securities, incompetent or
incapacitated, the vacancy created by such death, incompetence or incapacity may
be filled by (i) the unanimous act of the remaining Administrative Trustees if
there are at least two of them or (ii) otherwise by the Holder of the Common
Securities (with the successor in each case being a Person who satisfies the
eligibility requirement for Administrative Trustees or Delaware Trustee, as the
case may be, set forth in Sections 8.3 and
8.4).

     

    (g)           Upon
the appointment of a successor Delaware Trustee, such successor Delaware Trustee
shall file a Certificate of Amendment to the Certificate of Trust in accordance
with Section 3810 of the Delaware Statutory Trust Act.

     

    SECTION
8.12.                                           Acceptance of Appointment by
Successor.

     

    (a)           In
case of the appointment hereunder of a successor Trustee, each successor Trustee
shall execute and deliver to the Depositor and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee; but, on request of
the Trust or any successor Trustee such retiring Trustee shall, upon payment of
its charges, duly assign, transfer and deliver to such successor Trustee all
Trust Property, all proceeds thereof and money held by such retiring Trustee
hereunder with respect to the Trust Securities and the Trust.

     

    (b)           Upon
request of any such successor Trustee, the Trust (or the retiring Trustee if
requested by the Depositor) shall execute any and all instruments for more fully
and certainly vesting in and confirming to such successor Trustee all such
rights, powers and trusts referred to in the preceding paragraph.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    SECTION
8.13.                                           Merger, Conversion, Consolidation or
Succession to Business.

     

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

     

    SECTION
8.14.                                           Not Responsible for Recitals
Issuance of Securities
and Representations.

     

    The
recitals contained herein and in the Securities Certificates shall be taken as
the statements of the Trust and the Depositor, and the Trustees do not assume
any responsibility for their correctness.  The Trustees make no
representations as to the title to, or value or condition of, the property of
the Trust or any part thereof, nor as to the validity or sufficiency of this
Trust Agreement, the Notes or the Trust Securities.  The Trustees
shall not be accountable for the use or application by the Depositor of the
proceeds of the Notes.  It is expressly understood and agreed by the
parties hereto that insofar as any document, agreement or certificate is
executed on behalf of the Trust by any Trustee (i) such document, agreement or
certificate is executed and delivered by such Trustee, not in its individual
capacity but solely as Trustee under this Trust Agreement in the exercise of the
powers and authority conferred and vested in it, (ii) each of the
representations, undertakings and agreements made on the part of the Trust is
made and intended not as representations, warranties, covenants, undertakings
and agreements by any Trustee in its individual capacity but is made and
intended for the purpose of binding only the Trust and (iii) under no
circumstances shall any Trustee in its individual capacity be personally liable
for the payment of any indebtedness or expenses of the Trust or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Trust under this Trust Agreement or any other
document, agreement or certificate.

    


     

    SECTION
8.15.                                           Property Trustee May File Proofs of
Claim.

     

    (a)           In
case of any Bankruptcy Event (or event that with the passage of time would
become a Bankruptcy Event) relative to the Trust or any other obligor upon the
Trust Securities or the property of the Trust or of such other obligor or their
creditors, the Property Trustee (irrespective of whether any Distributions on
the Trust Securities shall then be due and payable and irrespective of whether
the Property Trustee shall have made any demand on the Trust for the payment of
any past due Distributions) shall be entitled and empowered, to the fullest
extent permitted by law, by intervention in such proceeding or
otherwise:

     

    (i)           to
file and prove a claim for the whole amount of any Distributions owing and
unpaid in respect of the Trust Securities and to file such other papers or
documents as

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    may be
necessary or advisable in order to have the claims of the Property Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Property Trustee, its agents and counsel) and of the Holders
allowed in such judicial proceeding; and

     

    (ii)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

     

    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such proceeding is hereby authorized by each Holder to
make such payments to the Property Trustee and, in the event the Property
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Property Trustee first any amount due it for the reasonable
compensation, expenses, disbursements and advances of the Property Trustee, its
agents and counsel, and any other amounts due the Property Trustee.

     

    (b)           Nothing
herein contained shall be deemed to authorize the Property Trustee to authorize
or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or compensation affecting the Trust
Securities or the rights of any Holder thereof or to authorize the Property
Trustee to vote in respect of the claim of any Holder in any such
proceeding.

     

    SECTION
8.16.                                           Reports to the Property
Trustee.

     

    (a)           The
Depositor and the Administrative Trustees shall deliver to the Property Trustee,
not later than forty five (45) days after the end of each of the first three
fiscal quarters of the Depositor and not later than ninety (90) days after the
end of each fiscal year of the Trust ending after the date of this Trust
Agreement, an Officers’ Certificate covering the preceding fiscal year, stating
whether or not to the knowledge of the signers thereof the Depositor and the
Trust are in default in the performance or observance of any of the terms,
provisions and conditions of this Trust Agreement (without regard to any period
of grace or requirement of notice provided hereunder) and, if the Depositor or
the Trust shall be in default, specifying all such defaults and the nature and
status thereof of which they have knowledge.

     

    (b)           The
Depositor shall furnish (i) to the Property Trustee; (ii) Taberna Capital
Management, LLC, 450 Park, 23rd Floor,
New York, NY 10022 or such other address as designated by Taberna Capital
Management, LLC); and (iii) any Owner of the Preferred Securities reasonably
identified to the Depositor and the Trust (which identification may be made
either by such Owner or by Taberna Capital Management, LLC) a duly completed and
executed certificate substantively and substantially in the form attached hereto
as Exhibit G,
including the financial statements referenced in such Exhibit, which certificate
and financial statements shall be so furnished by the Depositor not later than
forty five (45) days after the end of each of the first three fiscal quarters of
each fiscal year of the Depositor and not later than ninety (90) days after the
end of each fiscal year of the Depositor.

     

    The
Property Trustee shall obtain all reports, certificate and information, which it
is entitled to obtain under each of the Operative Documents.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ARTICLE
IX.

     

    


     

    Termination,
Liquidation and Merger

     

    SECTION
9.1.                                Dissolution Upon Expiration
Date.

     

    Unless
earlier dissolved, the Trust shall automatically dissolve on July 30, 2040 (the
“Expiration Date”), and the
Trust Property shall be liquidated in accordance with Section 9.4.

     

    SECTION
9.2.                                Early
Termination.

     

    The first
to occur of any of the following events is an “Early Termination Event”,
upon the occurrence of which the Trust shall be dissolved:

     

    (a)           the
occurrence of a Bankruptcy Event in respect of, or the dissolution or
liquidation of, the Depositor, in its capacity as the Holder of the Common
Securities, unless the Depositor shall have transferred the Common Securities as
provided by Section
5.11, in which case this provision shall refer instead to any such
successor Holder of the Common Securities;

     

    (b)           the
written direction to the Property Trustee from the Holder of the Common
Securities at any time to dissolve the Trust and, after satisfaction of any
liabilities of the Trust as required by applicable law, to distribute the Notes
to Holders in exchange for the Preferred Securities (which direction is optional
and wholly within the discretion of the Holder of the Common
Securities);

     

    (c)           the
redemption of all of the Preferred Securities in connection with the payment at
maturity or redemption of all the Notes; and

     

    (d)           the
entry of an order for dissolution of the Trust by a court of competent
jurisdiction.

     

    SECTION
9.3.                                Termination.

     

    (a)           The
respective obligations and responsibilities of the Trustees and the Trust shall
terminate upon the latest to occur of the following: (a) the distribution
by the Property Trustee to Holders of all amounts required to be distributed
hereunder upon the liquidation of the Trust pursuant to Section 9.4, or
upon the redemption of all of the Trust Securities pursuant to Section 4.2;
(b) the satisfaction of any expenses owed by the Trust; and (c) the
discharge of all administrative duties of the Administrative Trustees, including
the performance of any tax reporting obligations with respect to the Trust or
the Holders.

     

    (b)           As
soon as practicable thereafter, and after satisfaction of liabilities to
creditors of the Trust as required by applicable law, including Section 3808 of
the Statutory Trust Act, the Delaware Trustee, when notified in writing of the
completion of the winding up of the Trust in accordance with the Delaware
Statutory Trust Act, shall terminate the Trust by filing, at the expense of the
Depositor, a certificate of cancellation with the Secretary of State of the
State of Delaware.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
9.4.                                Liquidation.

     

    (a)           If
an Early Termination Event specified in Section 9.2(a), (b) or (d) occurs or upon
the Expiration Date, the Trust shall be liquidated by the Property Trustee as
expeditiously as the Property Trustee shall determine to be possible by
distributing, after satisfaction of liabilities to creditors of the Trust as
provided by applicable law, to each Holder a Like Amount of Notes, subject to
Section 9.4(d).
Notice of liquidation shall be given by the Property Trustee not less than
thirty (30) nor more than sixty (60) days prior to the Liquidation Date to each
Holder of Trust Securities at such Holder’s address appearing in the Securities
Register. All such notices of liquidation shall:

     

    (i)           state
the Liquidation Date;

     

    (ii)           state
that from and after the Liquidation Date, the Trust Securities will no longer be
deemed to be Outstanding and (subject to Section 9.4(d)) any
Securities Certificates not surrendered for exchange will be deemed to represent
a Like Amount of Notes; and

     

    (iii)           provide
such information with respect to the mechanics by which Holders may exchange
Securities Certificates for Notes, or if Section 9.4(d)
applies, receive a Liquidation Distribution, as the Property Trustee shall deem
appropriate.

     

    (b)           Except
where Section
9.2(c) or 9.4(d) applies, in
order to effect the liquidation of the Trust and distribution of the Notes to
Holders, the Property Trustee, either itself acting as exchange agent or through
the appointment of a separate exchange agent, shall establish a record date for
such distribution (which shall not be more than forty five (45) days prior to
the Liquidation Date nor prior to the date on which notice of such liquidation
is given to the Holders) and establish such procedures as it shall deem
appropriate to effect the distribution of Notes in exchange for the Outstanding
Securities Certificates.

     

    (c)           Except
where Section
9.2(c) or 9.4(d) applies, after
the Liquidation Date, (i) the Trust Securities will no longer be deemed to
be Outstanding, (ii) certificates representing a Like Amount of Notes will
be issued to Holders of Securities Certificates, upon surrender of such
Certificates to the exchange agent for exchange, (iii) the Depositor shall use
its best efforts to have the Notes listed on the New York Stock Exchange or on
such other exchange, interdealer quotation system or self-regulatory
organization on which the Preferred Securities are then listed, if any, (iv)
Securities Certificates not so surrendered for exchange will be deemed to
represent a Like Amount of Notes bearing accrued and unpaid interest in an
amount equal to the accumulated and unpaid Distributions on such Securities
Certificates until such certificates are so surrendered (and until such
certificates are so surrendered, no payments of interest or principal will be
made to Holders of Securities Certificates with respect to such Notes) and (v)
all rights of Holders holding Trust Securities will cease, except the right of
such Holders to receive Notes upon surrender of Securities
Certificates.

     

    (d)           Notwithstanding
the other provisions of this Section 9.4, if
distribution of the Notes in the manner provided herein is determined by the
Property Trustee not to be permitted or practical, the Trust Property shall be
liquidated, and the Trust shall be wound up by the Property

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Trustee
in such manner as the Property Trustee determines.  In such event,
Holders will be entitled to receive out of the assets of the Trust available for
distribution to Holders, after satisfaction of liabilities to creditors of the
Trust as provided by applicable law, an amount equal to the Liquidation Amount
per Trust Security plus accumulated and unpaid Distributions thereon to the date
of payment (such amount being the “Liquidation Distribution”).
If, upon any such winding up the Liquidation Distribution can be paid only in
part because the Trust has insufficient assets available to pay in full the
aggregate Liquidation Distribution, then, subject to the next succeeding
sentence, the amounts payable by the Trust on the Trust Securities shall be paid
on a pro rata basis
(based upon Liquidation Amounts). The Holder of the Common Securities will be
entitled to receive Liquidation Distributions upon any such winding up pro rata (based upon
Liquidation Amounts) with Holders of all Trust Securities, except that, if an
Event of Default has occurred and is continuing, the Preferred Securities shall
have a priority over the Common Securities as provided in Section
4.3.

     

    SECTION
9.5.                                Mergers, Consolidations,
Amalgamations or Replacements of Trust.

     

    The Trust
may not merge with or into, consolidate, amalgamate, or be replaced by, or
convey, transfer or lease its properties and assets substantially as an entirety
to, any Person except pursuant to this Article IX. At the
request of the Holders of the Common Securities, without the consent of the
Holders of the Preferred Securities, the Trust may merge with or into,
consolidate, amalgamate, or be replaced by or convey, transfer or lease its
properties and assets substantially as an entirety to a trust organized as such
under the laws of any State; provided, that:

     

    (a)            such
successor entity either (i) expressly assumes all of the obligations of the
Trust under this Trust Agreement with respect to the Preferred Securities or
(ii) substitutes for the Preferred Securities other securities having
substantially the same terms as the Preferred Securities (such other Securities,
the “Successor
Securities”) so long as the Successor Securities have the same priority
as the Preferred Securities with respect to distributions and payments upon
liquidation, redemption and otherwise;

     

    (b)            a
trustee of such successor entity possessing substantially the same powers and
duties as the Property Trustee is appointed to hold the Notes;

     

    (c)           if
the Preferred Securities or the Notes are rated, such merger, consolidation,
amalgamation, replacement, conveyance, transfer or lease does not cause the
Preferred Securities or the Notes (including any Successor Securities) to be
downgraded by any nationally recognized statistical rating organization that
then assigns a rating to the Preferred Securities or the Notes;

     

    (d)           the
Preferred Securities are listed, or any Successor Securities will be listed upon
notice of issuance, on any national securities exchange or interdealer quotation
system on which the Preferred Securities are then listed, if any;

     

    (e)           such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease
does not adversely affect the rights, preferences and privileges of
the

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Holders
of the Preferred Securities (including any Successor Securities) in any material
respect;

     

    (f)           such
successor entity has a purpose substantially identical to that of the
Trust;

     

    (g)           prior
to such merger, consolidation, amalgamation, replacement, conveyance, transfer
or lease, the Depositor has received an Opinion of Counsel to the effect that
(i) such merger, consolidation, amalgamation, replacement, conveyance,
transfer or lease does not adversely affect the rights, preferences and
privileges of the Holders of the Preferred Securities (including any Successor
Securities) in any material respect; (ii) following such merger,
consolidation, amalgamation, replacement, conveyance, transfer or lease, neither
the Trust nor such successor entity will be required to register as an
“investment company” under the Investment Company Act and (iii) following such
merger, consolidation, amalgamation, replacement, conveyance, transfer or lease,
the Trust (or the successor entity) will continue to be classified as a grantor
trust for U.S. federal income tax purposes; and

     

    (h)           the
Depositor or its permitted transferee owns all of the common securities of such
successor entity.

     

    Notwithstanding
the foregoing, the Trust shall not, except with the consent of Holders of all of
the Preferred Securities, consolidate, amalgamate, merge with or into, or be
replaced by or convey, transfer or lease its properties and assets substantially
as an entirety to any other Person or permit any other entity to consolidate,
amalgamate, merge with or into, or replace, the Trust if such consolidation,
amalgamation, merger, replacement, conveyance, transfer or lease would cause the
Trust or the successor entity to be taxable as a corporation or classified as
other than a grantor trust for United States federal income tax purposes or
cause the Notes to be treated as other than indebtedness of the Depositor for
United States federal income tax purposes.

     

     

    ARTICLE
X.

     

     

    


     

     

    Miscellaneous
Provisions

     

    SECTION
10.1.                                           Limitation of Rights of
Holders.

     

    Except as
set forth in Section
9.2, the death, bankruptcy, termination, dissolution or incapacity of any
Person having an interest, beneficial or otherwise, in Trust Securities shall
not operate to terminate this Trust Agreement, nor annul, dissolve or terminate
the Trust nor entitle the legal representatives or heirs of such Person or any
Holder for such Person, to claim an accounting, take any action or bring any
proceeding in any court for a partition or winding up of the arrangements
contemplated hereby, nor otherwise affect the rights, obligations and
liabilities of the parties hereto or any of them.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
10.2.                                           Agreed Tax Treatment of Trust and
Trust Securities.

     

    The
parties hereto and, by its acceptance or acquisition of a Trust Security or a
beneficial interest therein, the Holder of, and any Person that acquires a
beneficial interest in, such Trust Security intend and agree to treat the Trust
as a grantor trust for United States federal, state and local tax purposes, and
to treat the Trust Securities (including all payments and proceeds with respect
to such Trust Securities) as undivided beneficial ownership interests in the
Trust Property (and payments and proceeds therefrom, respectively) for United
States federal, state and local tax purposes and to treat the Notes as
indebtedness of the Depositor for United States federal, state and local tax
purposes.  The provisions of this Trust Agreement shall be interpreted
to further this intention and agreement of the parties set forth in this Section
10.2.

     

    SECTION
10.3.                                           Amendment.

     

    (a)           This
Trust Agreement may be amended from time to time by the Property Trustee, the
Administrative Trustees and the Holder of all the Common Securities, without the
consent of any Holder of the Preferred Securities, (i) to cure any
ambiguity, correct or supplement any provision herein that may be defective or
inconsistent with any other provision herein, or to make or amend any other
provisions with respect to matters or questions arising under this Trust
Agreement, which shall not be inconsistent with the other provisions of this
Trust Agreement, (ii) to modify, eliminate or add to any provisions of this
Trust Agreement to such extent as shall be necessary to ensure that the Trust
will neither be taxable as a corporation nor be classified as other than a
grantor trust for United States federal income tax purposes at all times that
any Trust Securities are Outstanding or to ensure that the Notes are treated as
indebtedness of the Depositor for United States federal income tax purposes, or
to ensure that the Trust will not be required to register as an “investment
company” under the Investment Company Act or (iii) to add to the covenants,
restrictions or obligations of the Depositor; provided, that in the case of
clauses (i), (ii) or (iii), such action shall not adversely affect in any
material respect the interests of any Holder.

     

    (b)           Except
as provided in Section 10.3(c),
any provision of this Trust Agreement may be amended by the Property Trustee,
the Administrative Trustees and the Holder of all of the Common Securities and
with (i) the consent of Holders of at least a Majority in Liquidation
Amount of the Preferred Securities and (ii) receipt by the Trustees of an
Opinion of Counsel to the effect that such amendment or the exercise of any
power granted to the Trustees in accordance with such amendment will not cause
the Trust to be taxable as a corporation or classified as other than a grantor
trust for United States federal income tax purposes or affect the treatment of
the Notes as indebtedness of the Depositor for United States federal income tax
purposes or affect the Trust’s exemption from status (or from any requirement to
register) as an “investment company” under the Investment Company
Act.

     

    (c)           Notwithstanding
any other provision of this Trust Agreement, without the consent of each Holder,
this Trust Agreement may not be amended to (i) change the accrual rate,
amount, currency or timing of any Distribution on or the redemption price of the
Trust Securities or otherwise adversely affect the amount of any Distribution or
other payment required to be made in respect of the Trust Securities as of a
specified date, (ii) restrict or impair the right of a Holder to institute
suit for the enforcement of any such payment on or after such date, (iii) reduce
the

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    percentage
of aggregate Liquidation Amount of Outstanding Preferred Securities, the consent
of whose Holders is required for any such amendment, or the consent of whose
Holders is required for any waiver of compliance with any provision of this
Trust Agreement or of defaults hereunder and their consequences provided for in
this Trust Agreement; (iv) impair or adversely affect the rights and interests
of the Holders in the Trust Property, or permit the creation of any Lien on any
portion of the Trust Property; or (v) modify the definition of “Outstanding,”
this Section
10.3(c), Sections 4.1, 4.2, 4.3, 6.10(e) or Article
IX.

     

    (d)           Notwithstanding
any other provision of this Trust Agreement, no Trustee shall enter into or
consent to any amendment to this Trust Agreement that would cause the Trust to
be taxable as a corporation or to be classified as other than a grantor trust
for United States federal income tax purposes or that would cause the Notes to
fail or cease to be treated as indebtedness of the Depositor for United States
federal income tax purposes or that would cause the Trust to fail or cease to
qualify for the exemption from status (or from any requirement to register) as
an “investment company” under the Investment Company Act.

     

    (e)           If
any amendment to this Trust Agreement is made, the Administrative Trustees or
the Property Trustee shall promptly provide to the Depositor and the Note
Trustee a copy of such amendment.

     

    (f)           No
Trustee shall be required to enter into any amendment to this Trust Agreement
that affects its own rights, duties or immunities under this Trust
Agreement.  The Trustees shall be entitled to receive an Opinion of
Counsel and an Officers’ Certificate stating that any amendment to this Trust
Agreement is in compliance with this Trust Agreement and all conditions
precedent herein provided for relating to such action have been
met.

     

    (g)           No
amendment or modification to this Trust Agreement that adversely affects in any
material respect the rights, duties, liabilities, indemnities or immunities of
the Delaware Trustee hereunder shall be permitted without the prior written
consent of the Delaware Trustee.

     

    SECTION
10.4.                                           Separability.

     

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

     

    SECTION
10.5.                                           Governing Law.

     

    THIS
TRUST AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF EACH OF THE HOLDERS, THE
TRUST, THE DEPOSITOR AND THE TRUSTEES WITH RESPECT TO THIS TRUST AGREEMENT AND
THE TRUST SECURITIES SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS CONFLICTS
OF LAWS PROVISIONS.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    SECTION
10.6.                                           Successors.

     

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

     

    SECTION
10.7.                                           Headings.

     

    The
Article and Section headings are for convenience only and shall not affect
the construction of this Trust Agreement

     

    SECTION
10.8.                                           Reports, Notices and
Demands.

     

    (a)           Any
report, notice, demand or other communication that by any provision of this
Trust Agreement is required or permitted to be given or served to or upon any
Holder or the Depositor may be given or served in writing delivered in person,
or by reputable, overnight courier, by telecopy or by deposit thereof,
first-class postage prepaid, in the United States mail, addressed, (a) in
the case of a Holder of Preferred Securities, to such Holder as such Holder’s
name and address may appear on the Securities Register; and (b) in the case
of the Holder of all the Common Securities or the Depositor, to Bimini Mortgage
Management, Inc., 3305 Flamingo Drive, Vero Beach, FL 32963,
Attention:  Jeffrey J. Zimmer, or to such other address as may be
specified in a written notice by the Holder of all the Common Securities or the
Depositor, as the case may be, to the Property Trustee. Such report, notice,
demand or other communication to or upon a Holder or the Depositor shall be
deemed to have been given when received in person, within one (1) Business Day
following delivery by overnight courier, when telecopied with receipt confirmed,
or within three (3) Business Days following delivery by mail, except that if a
notice or other document is refused delivery or cannot be delivered because of a
changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.

     

    (b)           Any
notice, demand or other communication that by any provision of this Trust
Agreement is required or permitted to be given or served to or upon the Property
Trustee, the Delaware Trustee, the Administrative Trustees or the Trust shall be
given in writing by deposit thereof, first-class postage prepaid, in the U.S.
mail, personal delivery or facsimile transmission, addressed to such Person as
follows: (i) with respect to the Property Trustee to JPMorgan Chase Bank,
National Association, 600 Travis, 50th Floor,
Houston, Texas 77002, Attention: Worldwide Securities Services—Bimini Capital
Trust I,  facsimile no. (713) 216-2101, (ii) with respect to the
Delaware Trustee, to Chase Bank USA, National Association, c/o JPMorgan Chase
Bank, National Association, 500 Stanton Christiana Road, Building 4 (3rd Floor),
Newark, Delaware 19713, Attention: Worldwide Securities Services— Bimini Capital
Trust I, facsimile no. (302) 552-6280;
(iii) with respect to the Administrative Trustees, to them at the address
above for notices to the Depositor, marked “Attention: Administrative Trustees
of Bimini Capital Trust I”, and (iv) with respect to the Trust, to its principal
executive office specified in Section 2.2, with a
copy to the Property Trustee. Such notice, demand or other communication to or
upon the Trust, the Property Trustee or the Administrative Trustees shall be
deemed to have been

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    sufficiently
given or made only upon actual receipt of the writing by the Trust, the Property
Trustee or the Administrative Trustees.

     

    SECTION
10.9.                                           Agreement Not to
Petition.

     

    Each of
the Trustees and the Depositor agree for the benefit of the Holders that, until
at least one year and one day after the Trust has been terminated in accordance
with Article
IX, they shall not file, or join in the filing of, a petition against the
Trust under any Bankruptcy Law or otherwise join in the commencement of any
proceeding against the Trust under any Bankruptcy Law. If the Depositor takes
action in violation of this Section 10.9,
the Property Trustee agrees, for the benefit of Holders, that at the expense of
the Depositor, it shall file an answer with the applicable bankruptcy court or
otherwise properly contest the filing of such petition by the Depositor against
the Trust or the commencement of such action and raise the defense that the
Depositor has agreed in writing not to take such action and should be estopped
and precluded therefrom and such other defenses, if any, as counsel for the
Property Trustee or the Trust may assert.

     

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

     

    


    [REMAINDER OF THIS PAGE
INTENTIONALLY LEFT BLANK]

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                     

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Second Amended and
Restated Trust Agreement as of the day and year first above
written.

     

    
      	 
      	
              Bimini
      Mortgage Management, Inc.,

            
	 
      	
              as
      Depositor

            
	 
      	 
      
	 
      	 
      
	 
      	
              By:       ________________________________

            
	 
      	
              Name:  Jeffrey J.
      Zimmer

            
	 
      	
              Title:  Chief Executive
      Officer

            
	 
      	 
      
	 
      	 
      
	
              JPMorgan
      Chase Bank, National Association, in its individual as Property
      Trustee

            	
              Chase
      Bank USA, National Association, as Delaware Trustee

            
	 
      	 
      
	 
      	 
      
	
                    
                By:      _________________________________                                                         

              

            	
              By:      _________________________________

            
	
              Name:

            	
              Name:

            
	
              Title:

            	
              Title:

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              ________________________________

            	
              _______________________________________

            
	
                  Administrative
      Trustee

            	
                  Administrative
      Trustee

            
	
                  Name:  Jeffrey
      J. Zimmer

            	
                  Name:  Robert
      E. Cauley

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	
              ________________________________

            	 
      
	
                  Administrative
      Trustee

            	 
      
	
                  Name:  Amber
      K. Luedke

            	 
      
	 
      	 
      
	 
      	 
      


    


    
      
        
          
            	
                    5093318
      04310929

                  	 
      	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	 
      	
                    
                    

                    Exhibit
      A

                    
                    

                  


          

          


        

      

    


    CERTIFICATE
OF TRUST

     

    


     

    OF

     

    


     

    BIMINI
CAPITAL TRUST I

     

    This
Certificate of Trust of Bimini Capital Trust I  (the “Trust”) is being duly
executed and filed on behalf of the Trust by the undersigned, as trustees, to
form a statutory trust under the Delaware Statutory Trust Act (12 Del. C. §3801 et seq.) (the “Act”).

     

    1.           Name.  The
name of the statutory trust formed by this Certificate of Trust
is  Bimini Capital Trust I.

     

    2.           Delaware
Trustee.  The name and business address of the trustee of the
Trust with its principal place of business in the State of Delaware are Chase
Bank USA, National Association c/o JPMorgan Chase Bank, National Association,
500 Stanton Christiana Road, Building 4 (3rd Floor),
Newark, Delaware 19713, Attention: Worldwide Securities Services.

     

    3.           Effective
Date.  This Certificate of Trust shall be effective upon its
filing with the Secretary of State of the State of Delaware.

     

    IN
WITNESS WHEREOF, the undersigned have duly executed this Certificate of Trust in
accordance with Section 3811(a)(1) of the Act.

     

    
      	 
      	
              Chase
      Bank USA, National Association, not in its individual capacity, but
      solely as Delaware Trustee

            
	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:

            	 
      
	 
      	 
      	
              Title:

            	 
      


    

    



    
      
        
          
            	
                    5093318
      04310929

                  	
                    A-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	 
      	
                    
                    

                    Exhibit B

                    
                    

                  


          

          


        

      

    


    [FORM
OF COMMON SECURITIES CERTIFICATE]

     

    THIS
COMMON SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS OR ANY OTHER APPLICABLE SECURITIES LAWS
AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT
TO AN EXEMPTION FROM REGISTRATION.  THIS CERTIFICATE IS NOT
TRANSFERABLE EXCEPT IN COMPLIANCE WITH APPLICABLE LAW AND SECTION 5.11 OF THE
TRUST AGREEMENT

     

    
      	
              Certificate
      Number

            	
              Number
      of Common Securities

            
	 
      
	 
      	
              C-

            	 
      
	 
      
	 
      


    

    Certificate
Evidencing [Series A/Series B] Common Securities

     

    


     

    of

     

    


     

    Bimini
Capital Trust I

     

    


     

    Floating
Rate [Series A/Series B] Common Securities

     

    


     

    (liquidation
amount $1,000 per Common Security)

     

    Bimini
Capital Trust I, a statutory trust created under the laws of the State of
Delaware (the “Trust”),
hereby certifies that Bimini Mortgage Management, Inc., a
Maryland corporation (the “Holder”), is the registered
owner of [Amount (#)] [Series A/Series B] common securities of the Trust
representing undivided common beneficial interests in the assets of the Trust
and designated the Bimini Capital Trust I Floating
Rate [Series A/Series B] Common Securities (liquidation amount $1,000 per Common
Security) (the “Common
Securities”). Except in accordance with Section 5.11 of
the Trust Agreement (as defined below), the Common Securities are not
transferable and, to the fullest extent permitted by law, any attempted transfer
hereof other than in accordance therewith shall be void. The designations,
rights, privileges, restrictions, preferences and other terms and provisions of
the Common Securities are set forth in, and this certificate and the Common
Securities represented hereby are issued and shall in all respects be subject to
the terms and provisions of, the Second Amended and Restated Trust Agreement of
the Trust, dated as of September 26, 2005 as the same may be amended from time
to time (the “Trust
Agreement”), among Bimini Mortgage Management, Inc., as Depositor, JPMorgan Chase
Bank, National Association, as Property Trustee, Chase Bank USA, National
Association, as Delaware Trustee, the Administrative Trustees named therein and
the Holders, from time to time, of the Trust Securities. The Trust will furnish
a copy of the Trust Agreement to the Holder without charge upon written request
to the Trust at its principal place of business or registered
office.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    B-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.

     

    This
Common Securities Certificate shall be governed by and construed in accordance
with the laws of the State of Delaware.

     

    Terms
used but not defined herein have the meanings set forth in the Trust
Agreement.

     

    In
Witness Whereof, one of the Administrative Trustees of the Trust has executed on
behalf of the Trust this certificate this __  day of _______________,
200__.

     

    
      	 
      	 
      
	 
      	
              Bimini
      Capital Trust I

            
	 
      	 
      
	 
      	
              By:

            	 
      	 
      
	 
      	 
      	
              Name:  Jeffrey
      J. Zimmer

            	 
      
	 
      	 
      	
              Administrative
      Trustee

            	 
      


    

    



    
      
        
          
            	
                    5093318
      04310929

                  	
                    B-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	 
      	
                    
                    

                    Exhibit C

                    
                    

                  


          

          


        

      

    


    [FORM
OF PREFERRED SECURITIES CERTIFICATE]

     

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

     

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

     

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

     

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

     

    THE
PREFERRED SECURITIES WILL BE ISSUED AND MAY BE TRANSFERRED ONLY IN BLOCKS HAVING
AN AGGREGATE LIQUIDATION AMOUNT OF NOT LESS THAN

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


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

     

    THE
HOLDER OF THIS SECURITY, OR ANY INTEREST THEREIN,  BY ITS ACCEPTANCE
HEREOF OR THEREOF ALSO AGREES, REPRESENTS AND WARRANTS THAT IT IS NOT AN
EMPLOYEE BENEFIT, 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 THIS PREFERRED
SECURITY OR ANY INTEREST THEREIN. ANY PURCHASER OR HOLDER OF THE PREFERRED
SECURITIES OR ANY INTEREST THEREIN WILL BE DEEMED TO HAVE REPRESENTED BY ITS
PURCHASE AND HOLDING THEREOF THAT IT IS NOT AN EMPLOYEE BENEFIT PLAN WITHIN THE
MEANING OF SECTION 3(3) OF ERISA, OR A PLAN TO WHICH SECTION 4975 OF THE CODE IS
APPLICABLE, A TRUSTEE OR OTHER PERSON ACTING ON BEHALF OF AN EMPLOYEE BENEFIT
PLAN OR PLAN, OR ANY OTHER PERSON OR ENTITY USING THE ASSETS OF ANY EMPLOYEE
BENEFIT PLAN OR PLAN TO FINANCE SUCH PURCHASE.

     

    
      	
              Certificate
      Number

               

              P-

            	
              Aggregate
      Liquidation Amount

               Preferred
      Securities

              $_________________

            
	 
      


    

    


     

    


     

    _______________

     

    


     

    Certificate
Evidencing [Series A/Series B] Preferred Securities

     

    


     

    of

     

    


     

    Bimini Capital Trust
I

     

    


     

    Floating
Rate [Series A/Series B] Preferred Securities

     

    (liquidation
amount $1,000 per Preferred Security)

     

    Bimini
Capital Trust I, a statutory trust created under the laws of the State of
Delaware (the “Trust”),
hereby certifies that _____________, a _________ (the “Holder”) is the registered
owner of [Amount (#)] [Series A/Series B]
Preferred Securities [if the
Preferred Security is a Global Security, then insert – or such other
number of Preferred Securities represented hereby as may be set forth in the
records of the Securities Registrar hereinafter referred to in accordance with
the Trust Agreement (as defined below)] of the Trust representing an undivided
preferred beneficial interest in the assets of the Trust and designated the
Bimini Capital
Trust I Floating Rate [Series A/Series B] Preferred Securities, (liquidation
amount $1,000 per Preferred Security) (the “Preferred Securities”).
Subject to the terms of the Trust Agreement (as defined below), the Preferred
Securities are transferable on the books and records of the Trust, in person or
by a duly authorized attorney, upon surrender of this certificate duly endorsed
and in proper form for transfer as provided in Section 5.7 of
the Trust Agreement (as defined below). The designations, rights, privileges,
restrictions, preferences and other terms and provisions of the Preferred
Securities are set forth in, and this certificate and the Preferred Securities
represented hereby are issued and shall in all respects be subject to the terms
and provisions of, the Second Amended and Restated Trust Agreement of the Trust,
dated as of September 26, 2005, as the same may be amended from time to time
(the “Trust
Agreement”), among Bimini Mortgage Management, Inc., as Depositor,
JPMorgan Chase Bank, National Association, as Property Trustee, Chase Bank USA,
National Association, as Delaware Trustee, the Administrative Trustees named
therein and the Holders, from time to time, of the Trust
Securities.  The Trust will furnish a copy of the Trust Agreement to
the Holder without charge upon written request to the Property Trustee at its
Corporate Trust Office.

     

    Upon
receipt of this certificate, the Holder is bound by the Trust Agreement and is
entitled to the benefits thereunder.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    This
Preferred Securities Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

     

    All
capitalized terms used but not defined in this Preferred Securities Certificate
are used with the meanings specified in the Trust Agreement, including the
Schedules and Exhibits thereto.

     

    In
Witness Whereof, one of the Administrative Trustees of the Trust has executed on
behalf of the Trust this certificate this __ day of __________,
2005.

     

    Bimini
Capital Trust I

    


    By:                                                                         

            Name:  Jeffrey
J. Zimmer

            Administrative
Trustee

    


    This is
one of the Preferred Securities referred to in the within-mentioned Trust
Agreement.

     

    Dated:

    JPMorgan
Chase Bank, National Association, not in its individual capacity, but solely as
Property Trustee

     

    By:           ____________________________

    Authorized signatory


    
      
        
          
            	
                    5093318
      04310929

                  	
                    C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    [FORM
OF REVERSE OF SECURITY]

     

    The Trust
promises to pay Distributions from May 17, 2005, or from the most recent date on
and to which Distributions have been paid or duly provided for, quarterly in
arrears on [for Series A Preferred Securities, March 30, June 30, September 30
and December 30/ for Series B Preferred Securities, January 30, April 30, July
30 and October 30] of each year, at a fixed rate equal to 7.61% per annum
through the Interest Payment Date on [in the case of Series A Securities, March
30, 2010/in the case of Series B Securities, April 30, 2010] and thereafter at a
variable rate equal to LIBOR plus 3.30% per annum of the Liquidation Amount of
the Preferred Securities represented by this Preferred Securities Certificate,
together with any Additional Interest Amounts, in respect to such
period.

     

    Distributions
on the Trust Securities shall be made by the Paying Agent from the Payment
Account and shall be payable on each Distribution Date only to the extent that
the Trust has funds then on hand and available in the Payment Account for the
payment of such Distributions.

     

    Distributions
on the Securities must be paid on the dates payable to the extent that the Trust
has funds available for the payment of such Distributions in the Payment Account
of the Trust.  The Trust’s funds available for Distribution to the
Holders of the Preferred Securities will be limited to payments received from
the Depositor.

     

    During
any Event of Default, the Depositor shall not (i) declare or pay any dividends
or distributions on, or redeem, purchase, acquire or make a liquidation payment
with respect to, any of the Depositor’s capital stock or (ii) make any payment
of principal of or any interest or premium, if any, on or repay, repurchase or
redeem any debt securities of the Depositor that rank pari passu in all respects
with or junior in interest to the Notes (other than (a) repurchases, redemptions
or other acquisitions of shares of capital stock of the Depositor in connection
with (1) any employment contract, benefit plan or other similar arrangement with
or for the benefit of any one or more employees, officers, directors or
consultants, (2) a dividend reinvestment or stockholder stock purchase plan or
(3) the issuance of capital stock of the Depositor (or securities convertible
into or exercisable for such capital stock) as consideration in an acquisition
transaction entered into prior to the applicable Event of Default, (b) as a
result of an exchange or conversion of any class or series of the Depositor’s
capital stock (or any capital stock of a Subsidiary (as defined in the
Indenture) of the Depositor) for any class or series of the Depositor’s capital
stock or of any class or series of the Depositor’s indebtedness for any class or
series of the Depositor’s capital stock, (c) the purchase of fractional
interests in shares of the Depositor’s capital stock pursuant to the conversion
or exchange provisions of such capital stock or the security being converted or
exchanged, (d) any declaration of a dividend in connection with any Rights Plan
(as defined in the Indenture), the issuance of rights, stock or other property
under any Rights Plan, or the redemption or repurchase of rights pursuant
thereto or (e) 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).

     

    On each
Note Redemption Date, on the stated maturity (or any date of principal repayment
upon early maturity) of the Notes and on each other date on (or in respect of)
which

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    any
principal on the Notes is repaid, the Trust will be required to redeem a Like
Amount of Trust Securities of a corresponding Series at the Redemption
Price.  Under the Indenture, the Notes may be redeemed by the
Depositor on any Interest Payment Date, at the Depositor’s option, on or after
[in the case of Series A Notes, March 30, 2010/in the case of Series B Notes,
April 30, 2010] in whole or in part from time to time at the Optional Note
Redemption Price of the principal amount thereof or the redeemed portion
thereof, as applicable, together, in the case of any such redemption, with
accrued interest, including any Additional Interest, to but excluding the date
fixed for redemption.  The Notes may also be redeemed by the
Depositor, at its option, at any time, in whole but not in part, upon the
occurrence of an Investment Company Event or a Tax Event at the Special Note
Redemption Price; provided, that such
Investment Company Event or a Tax Event is continuing on the Redemption
Date.

     

    The Trust
Securities redeemed on each Redemption Date shall be redeemed at the Redemption
Price with the proceeds from the contemporaneous redemption or payment at
maturity of Notes. Redemptions of the Trust Securities (or portion thereof)
shall be made and the Redemption Price shall be payable on each Redemption Date
only to the extent that the Trust has funds then on hand and available in the
Payment Account for the payment of such Redemption Price.

     

    Payments
of Distributions (including any Additional Interest Amounts), the Redemption
Price, Liquidation Amount or any other amounts in respect of the Preferred
Securities shall be made by wire transfer at such place and to such account at a
banking institution in the United States as may be designated in writing at
least ten (10) Business Days prior to the date for payment by the Person
entitled thereto unless proper written transfer instructions have not been
received by the relevant record date, in which case such payments shall be made
by check mailed to the address of such Person as such address shall appear in
the Security Register.  If any Preferred Securities are held by a
Depositary, such Distributions shall be made to the Depositary in immediately
available funds.

     

    The
indebtedness evidenced by the Notes is, to the extent provided in the Indenture,
subordinate and junior in right of payment to the prior payment in full of all
Senior Debt (as defined in the Indenture), and this Security is issued subject
to the provisions of the Indenture with respect thereto.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    ASSIGNMENT

     

    For Value
Received, the undersigned assigns and transfers this Preferred Securities
Certificate to:

     

    
      	 
      
	
              (Insert
      assignee’s social security or tax identification
number)

            
	 
      
	
              (Insert
      address and zip code of assignee)

            
	 
      
	
              and
      irrevocably appoints

            
	 
      


    

    agent to
transfer this Preferred Securities Certificate on the books of the Trust. The
agent may substitute another to act for him or her.

     

    
      	
              Date:  _______________________

            
	 
      
	
              Signature:

            	 
      	 
      
	 
      	
              (Sign
      exactly as your name appears on the other side of this Preferred
      Securities Certificate)

            	 
      
	 
      	 
      	 
      


    

    The
signature(s) should be guaranteed by an eligible guarantor institution (banks,
stockbrokers, savings and loan associations and credit unions with membership in
an approved signature guarantee medallion program), pursuant to S.E.C. Rule
17Ad-15.

     

    



    
      
        
          
            	
                    5093318
      04310929

                  	
                    C-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	 
      	
                    
                    

                    Exhibit D

                    
                    

                  


          

          


        

      

    


    Junior
Subordinated Indenture

    


    


    


    



    
      
        
          
            	
                    5093318
      04310929

                  	
                    D-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	 
      	
                    
                    

                    Exhibit E

                    
                    

                  


          

          


        

      

    


    Form
of Transferee Certificate

    to
be Executed by Transferees

    


    


     

    __________,
[     ]

     

    JPMorgan
Chase Bank, National Association

     

    600
Travis, 50th
Floor

     

    Houston,
Texas 77002

     

    Attention:  Worldwide
Securities Services

     

    


    Bimini
Mortgage Management, Inc.

    Bimini
Capital Trust I

    3305
Flamingo Drive

    Vero
Beach, FL 32963

    


    
      	
               
      

            	
              Re:

            	
              Purchase
      of $____________ stated liquidation amount of Floating Rate Preferred Securities (the
      “Preferred Securities”) of Bimini Capital Trust
      I

            


    

     

    Ladies
and Gentlemen:

     

    In
connection with our purchase of the Preferred Securities we confirm
that:

     

    1.           We
understand that the Floating Rate Preferred Securities (the “Preferred
Securities”) of Bimini Capital Trust I (the “Trust”) of Bimini Mortgage
Management, Inc. (the “Company”) executed in connection therewith) and the
Floating Rate Junior Subordinated Notes due 2035 of the Company (the
“Subordinated Notes”) (the entire amount of the Trust’s outstanding Preferred
Securities and the Subordinated Notes together being referred to herein as the
“Offered Securities”), have not been registered under the Securities Act of
1933, as amended (the “Securities Act”), and may not be offered or sold except
as permitted in the following sentence. We agree on our own behalf and on behalf
of any investor account for which we are purchasing the Offered Securities that,
if we decide to offer, sell or otherwise transfer any such Offered Securities,
(i) such offer, sale or transfer will be made only (a) to the Trust, (b) to a
person we reasonably believe is a “qualified purchaser” (a “QP”) (as defined in
section 2(a)(51) of the Investment Company Act of 1940, as amended). We
understand that the certificates for any Offered Security that we receive will
bear a legend substantially to the effect of the foregoing.

     

    2.           We
are a “qualified purchaser” within the meaning of section 2(a)(51) of the
Investment Company Act of 1940, as amended, and are purchasing for our own
account or for the account of such a “qualified purchaser,” and we have such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of our investment in the Offered Securities, and
we and any account for which we are acting are each able to bear the economic
risks of our or its investment.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    E-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    3.           We
are acquiring the Offered Securities purchased by us for our own account (or for
one or more accounts as to each of which we exercise sole investment discretion
and have authority to make, and do make, the statements contained in this
letter) and not with a view to any distribution of the Offered Securities,
subject, nevertheless, to the understanding that the disposition of our property
will at all times be and remain within our control.

     

    4.           In
the event that we purchase any Preferred Securities or any Subordinated Notes,
we will acquire such Preferred Securities having an aggregate stated liquidation
amount of not less than $100,000 or such Subordinated Notes having an aggregate
principal amount not less than $100,000, for our own account and for each
separate account for which we are acting.

     

    5.           We
acknowledge that we are not a fiduciary of (i) 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 (ii) an entity whose underlying assets include “plan assets” by
reason of any Plan’s investment in the entity, and are not purchasing any of the
Offered Securities on behalf of or with “plan assets” by reason of any Plan’s
investment in the entity.

     

    6.           We
acknowledge that the Trust and the Company and others will rely upon the truth
and accuracy of the foregoing acknowledgments, representations, warranties and
agreements and agree that if any of the acknowledgments, representations,
warranties and agreements deemed to have been made by our purchase of any of the
Offered Securities are no longer accurate, we shall promptly notify the
Company.  If we are acquiring any Offered Securities as a fiduciary or
agent for one or more investor accounts, we represent that we have sole
discretion with respect to each such investor account and that we have full
power to make the foregoing acknowledgments, representations and agreement on
behalf of each such investor account.

     

    


    


    (Name of
Purchaser)

    


    By:                                                                

    Date:

    


     

    Upon transfer, the Preferred Securities
(having a stated liquidation amount of $_____________) would be registered in
the name of the new beneficial owner as follows.

     

    Name:

     

    Address:                                                                           

     

    Taxpayer
ID
Number:                                                      

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    E-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          
            	 
      	 
      	
                    
                    

                    Exhibit F

                    
                    

                  


          

          


        

      

    


    Officer’s
Financial Certificate

     

    The
undersigned, the [Chairman/Vice Chairman/Chief Executive Officer/President/Vice
President/Chief Financial Officer/Treasurer/Assistant Treasurer], hereby
certifies pursuant to Section 8.16(b) of the Second Amended and Restated Trust
Agreement, dated as of September [__], 2005 (the “Trust Agreement”), among
Bimini Mortgage Management, Inc. (the “Company”), JPMorgan Chase Bank, National
Association, as property trustee, Chase Bank USA, National Association, as
Delaware trustee, and the administrative trustees named therein, that, as of
[date], [20__], the Company had the following ratios and balances:

     

    As of
[Quarterly/Annual Financial Date], 20__

    


    
      	 
      	 
      
	
              Senior
      secured indebtedness for borrowed money (“Debt”)

            	
              $_____

            
	
              Senior
      unsecured Debt

            	
              $_____

            
	
              Subordinated
      Debt

            	
              $_____

            
	
              Total
      Debt

            	
              $
      _____

            
	
              Ratio
      of (x) senior secured and unsecured Debt to (y) total Debt

            	
                _____%

            


    

    


    * A table
describing the officer’s financial certificate calculation procedures is
provided on page 3

     

    [FOR
FISCAL YEAR END: Attached hereto are the audited consolidated financial
statements (including the balance sheet, income statement and statement of cash
flows, and notes thereto, together with the report of the independent
accountants thereon) of the Company and its consolidated subsidiaries for the
three years ended _______, 20___].]

     

    [FOR
FISCAL QUARTER END: Attached hereto are the unaudited consolidated and
consolidating financial statements (including the balance sheet and income
statement) of the Company and its consolidated subsidiaries for the fiscal
quarter ended [date], 20__.]

     

    The
financial statements fairly present in all material respects, in accordance with
U.S. generally accepted accounting principles (“GAAP”), the financial position
of the Company and its consolidated subsidiaries, and the results of operations
and changes in financial condition as of the date, and for the [quarter] [annual] period ended [date], 20__, and such
financial statements have been prepared in accordance with GAAP consistently
applied throughout the period involved (expect as otherwise noted
therein).

     

    IN
WITNESS WHEREOF, the undersigned has executed this Officer’s Financial
Certificate as of this _____ day of _____________, 20__.

     


    
      
        
          
            	
                    5093318
      04310929

                  	
                    F-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


      

    


    BIMINI
MORTGAGE MANAGEMENT, INC.

     

    


    


    By:                                                                         

    Name:                                                                         

    


    Bimini
Mortgage Management, Inc.

    3305
Flamingo Drive

    Vero
Beach, FL 32963

    772-231-1400


    
      
        
          
            	
                    5093318
      04310929

                  	
                    F-

                  	 
      


          

          


        

         


      

      
         


        
          

        

      

      
         


        
          Schedule
A

        

      

    


    DETERMINATION
OF LIBOR

    With
respect to the Trust Securities, the London interbank offered rate (“LIBOR”) shall be determined
by the Calculation Agent in accordance with the following provisions (in each
case rounded to the nearest .000001%):

     

    (1)           On
the second LIBOR Business Day (as defined below) prior to a Distribution Date
(except with respect to the first Distribution Period, such date shall be May
13, 2005) (each
such day, a “LIBOR
Determination Date”), LIBOR for any given security shall for the
following Distribution Period equal the rate, as obtained by the Calculation
Agent from Bloomberg Financial Markets Commodities News, for three-month
Eurodollar deposits that appears on Dow Jones Telerate Page 3750 (as defined in
the International Swaps and Derivatives Association, Inc. 2000 Interest Rate and
Currency Exchange Definitions), or such other page as may replace such Page
3750, as of 11:00 a.m. (London time) on such LIBOR Determination
Date.

     

    (2)           If,
on any LIBOR Determination Date, such rate does not appear on Dow Jones Telerate
Page 3750 or such other page as may replace such Page 3750, the Calculation
Agent shall determine the arithmetic mean of the offered quotations of the
Reference Banks (as defined below) to leading banks in the London interbank
market for three-month Eurodollar deposits in an amount determined by the
Calculation Agent by reference to requests for quotations as of approximately
11:00 a.m. (London time) on the LIBOR Determination Date made by the Calculation
Agent to the Reference Banks.  If, on any LIBOR Determination Date, at
least two of the Reference Banks provide such quotations, LIBOR shall equal such
arithmetic mean of such quotations.  If, on any LIBOR Determination
Date, only one or none of the Reference Banks provide such quotations, LIBOR
shall be deemed to be the arithmetic mean of the offered quotations that leading
banks in the City of New York selected by the Calculation Agent are quoting on
the relevant LIBOR Determination Date for three-month Eurodollar deposits in an
amount determined by the Calculation Agent by reference to the principal London
offices of leading banks in the London interbank market; provided, that if the
Calculation Agent is required but is unable to determine a rate in accordance
with at least one of the procedures provided above, LIBOR shall be LIBOR as
determined on the previous LIBOR Determination Date.

     

    (3)           As
used herein: “Reference
Banks” means four major banks in the London interbank market selected by
the Calculation Agent; and “LIBOR Business Day” means a
day on which commercial banks are open for business (including dealings in
foreign exchange and foreign currency deposits) in London.