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EXHIBIT 4.8




FORM OF GLOBAL NOTE




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC, ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.




UNLESS AND UNTIL THIS CERTIFICATE IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS CERTIFICATE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY
DTC TO A NOMINEE THEREOF OR BY A NOMINEE THEREOF TO DTC OR ANOTHER NOMINEE OF
DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR OF DTC OR A NOMINEE OF SUCH
SUCCESSOR.




 









 














CUSIP/CINS: 885218 AB 3                      




8.00% Senior Notes due 2013




	 	 	 	 	 
	No. 1

	 	 	 	$50,000,000







THORNBURG MORTGAGE, INC.




promises to pay to Cede & Co., or registered assigns, the principal sum of
Fifty Million Dollars on May 15, 2013.




Interest Payment Dates: May 15 and November 15




Record Dates: May 1 and November 1




Dated: November 26, 2004




	 	 	 	 	 
	

	 	THOR
	 	NBURG MORTGAGE, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name: Larry A. Goldstone
	

	 	 	 	Title: President and Chief Operating Officer
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	 	 	Name: Richard P. Story
	

	 	 	 	Title: Executive Vice President and
Chief Financial Officer







SEAL




 









 








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




DEUTSCHE BANK TRUST COMPANY AMERICAS

as Trustee




	 	 	 
	By:
	 	 
	

	 	

	

	 	Authorized Signatory














 









 








[Back of Note]

8.00% Senior Notes due 2013




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



          1. Interest. Thornburg Mortgage, Inc., a Maryland corporation (the
“Company”), promises to pay interest on the principal amount of this Note at
8.00% per annum from November 15, 2004 until maturity. The Company will pay
interest semi-annually in arrears on May 15 and November 15 of each year, or if
any such day is not a Business Day, on the next succeeding Business Day (each
an “Interest Payment Date”). Interest on this Note will accrue from the most
recent date to which interest has been paid or, if no interest has been paid,
from November 15, 2004; provided that if there is no existing Default in the
payment of interest, and if this Note is authenticated between a record date
referred to on the face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be May 15, 2005.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the rate then in effect; it shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law)
on overdue installments of interest (without regard to any applicable grace
periods) from time to time on demand at the same rate to the extent lawful.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months.



          2. Method Of Payment. The Company will pay interest on the Notes (except
defaulted interest) to the Persons who are registered Holders of Notes at the
close of business on the May 1 or November 1 next preceding the Interest
Payment Date, even if such Notes are canceled after such record date and on or
before such Interest Payment Date, except as provided in Section 2.14 of the
First Supplemental Indenture with respect to defaulted interest. The Notes
will be payable as to principal, premium, if any, and interest at the office or
agency of the Company maintained for such purpose within or without the City
and State of New York, or, at the option of the Company, payment of interest
may be made by check mailed to the Holders at their addresses set forth in the
register of Holders, and provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest, and
premium, if any, on, all Global Notes and all other Notes the Holders of which
shall have provided wire transfer instructions to the Company or the Paying
Agent. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. The Company reserves the right to pay interest to Holders of
Notes by check mailed to such Holders at their registered addresses or by wire
transfer to Holders of at least $5 million aggregate principal amount of Notes.



          3. Paying Agent And Registrar. Initially, Deutsche Bank Trust Company
Americas, the Trustee under the First Supplemental Indenture, will act as
Paying Agent and Registrar. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company or any of its Subsidiaries
may act in any such capacity.



 









 





          4. Indenture. The Company issued the Notes under an Indenture dated as of
May 15, 2003 as supplemented by a First Supplemental Indenture dated as of May
15, 2003
(collectively, the “Indenture”) between the Company and the Trustee. The
terms of the Notes include those stated in the Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939, as amended (15
U.S. Code §§ 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and
be controlling. The Notes are obligations of the Company. The Company is
issuing $50.0 million in aggregate principal amount on the date of this Note
and may issue Additional Notes in accordance with the terms of the Indenture.



          5. Optional Redemption.



          Optional Redemption. At any time on or after May 15, 2008, the Notes may
be redeemed or purchased in whole or in part at the Company’s option at a price
equal to 100% of the principal amount thereof plus the Applicable Premium as
of, and accrued but unpaid interest, if any, to, the date of redemption or
purchase (the “Redemption Date”) (subject to the right of Holders of record on
the relevant record date to receive interest due on the relevant interest
payment date). Such redemption or purchase may be made upon notice mailed by
first-class mail to each Holder’s registered address, not less than 30 nor more
than 60 days prior to the Redemption Date.



          “Applicable Premium” means, with respect to a Note at any Redemption Date:
(1) 104% of the principal amount of such Note if the Redemption Date is on or
after May 15, 2008 and before May 15, 2009; (2) 102.667% of the principal
amount of such Note if the Redemption Date is on or after May 15, 2009 and
before May 15, 2010; (3) 101.333% of the principal amount of such Note if the
Redemption Date is on or after May 15, 2010 and before May 15, 2011; and (4) 0%
of the principal amount of such Note if the Redemption Date is on or after May
15, 2011. Calculation of the Applicable Premium will be made by the Company or
on behalf of the Company by such Person as the Company shall designate;
provided, however, that such calculation shall not be a duty or obligation of
the Trustee.



          “Treasury Rate” means, with respect to a Redemption Date, the yield to
maturity at the time of computation of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15(519) that has become publicly available at least two
Business Days prior to such Redemption Date (or, if such Statistical Release is
no longer published, any publicly available source of similar market data))
most nearly equal to the period from such Redemption Date to May 15, 2013;
provided, however, that if the period from such Redemption Date to May 15, 2013
is not equal to the constant maturity of the United States Treasury security
for which a weekly average yield is given, the Treasury Rate shall be obtained
by linear interpolation (calculated to the nearest one-twelfth of a year) from
the weekly average yields of United States Treasury securities for which such
yields are given, except that if the period from such Redemption Date to May
15, 2013 is



 









 







less than one year, the weekly average yield on actually traded
United States Treasury securities adjusted to a constant maturity of one year
shall be used.



          Optional Redemption Upon Equity Offerings. At any time, or from time to
time, on or prior to May 15, 2006, the Company may, at its option, use the net
cash proceeds of one or more
Equity Offerings to redeem up to 35% of the principal amount of the Notes
issued under the Indenture at a redemption price of 108% of the principal
amount thereof plus accrued and unpaid interest thereon, if any, to the date of
redemption; provided that:




	(1)	 	at least 65% of the principal amount of Notes
issued under the Indenture remains outstanding
immediately after any such redemption; and
	 
	(2)	 	the Company makes such redemption not more than
60 days after the consummation of any such Equity
Offering.





          6. Mandatory Redemption. Except as set forth in paragraph 7 below, the
Company shall not be required to make mandatory redemption payments with
respect to the Notes.



          7. Repurchase At Option Of Holder. Upon the occurrence of a Change of
Control, the Company will be required to offer to purchase all of the
outstanding Notes at a purchase price equal to 101% of the principal amount
thereof, plus accrued and unpaid interest, if any, thereon to the date of
repurchase.



          8. Notice Of Redemption. Notice of redemption will be mailed at least 30
days but not more than 60 days before the redemption date to each Holder whose
Notes are to be redeemed at its registered address. Notes in denominations
larger than $1,000 may be redeemed in part but only in whole multiples of
$1,000, unless all of the Notes held by a Holder are to be redeemed. On and
after the redemption date interest ceases to accrue on Notes or portions
thereof called for redemption.



          9. Denominations and Transfer. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Company and the Trustee may require a Holder to pay any taxes and fees required
by law or permitted by the Indenture.



          10. Persons Deemed Owners. The registered Holder of a Note may be treated
as its owner for all purposes.



          11. Amendment, Supplement And Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in principal amount of the then
outstanding Notes voting as a single class,



 









 







and any existing default or
compliance with any provision of the Indenture or the Notes may be waived with
the written consent of the Holders of a majority in principal amount of the
then outstanding Notes voting as a single class. Without the consent of any
Holder of a Note, the Indenture or the Notes may be amended or supplemented to
cure any ambiguity, defect or inconsistency, to provide for certificated Notes
in addition to or in place of uncertificated Notes, to provide for the
assumption of the Company’s obligations to Holders of the Notes in case of a
merger or consolidation, to make any change that would provide any additional
rights or benefits to the Holders of the Notes or that does not adversely
affect in any material respects the rights
under the Indenture of any such Holder, to comply with the requirements of
the Commission in order to effect or maintain the qualification of the
Indenture under the Trust Indenture Act or to evidence and provide for the
acceptance of appointment under the Indenture of a successor Trustee.



          12. Defaults And Remedies. Events of Default are set forth in the
Indenture. If any Event of Default occurs and is continuing, the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes will become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in writing in its exercise of any trust or power. The
Trustee may withhold from Holders of the Notes notice of any continuing Default
or Event of Default (except a Default or Event of Default relating to the
payment of principal or interest) if it determines that withholding notice is
in their interest. The Holders of a majority in aggregate principal amount of
the Notes then outstanding by written notice to the Trustee may on behalf of
the Holders of all of the Notes waive any existing Default or Event of Default
and its consequences under the Indenture except a continuing Default or Event
of Default in the payment of interest on, or the principal of, the Notes. The
Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture, and the Company is required upon becoming aware
of any Default or Event of Default, to deliver to the Trustee a statement
specifying such Default or Event of Default.



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



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



 









 





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



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



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



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



Thornburg Mortgage, Inc.

150 Washington Avenue, Suite 302

Santa Fe, New Mexico 87501

Attention: Investor Relations



 









 





ASSIGNMENT FORM




     To assign this Note, fill in the form below:



	 	 	 
	(I) or (we) assign and transfer this Note to:

	 	

	

	 	(Insert assignee’s legal name)












(Insert assignee’s soc. sec. or tax I.D. no.)





















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




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




	 	 	 	 	 
	Date:                   

	 	Your Signature:	 	 
	

	 	 	 	

	

	 	 	 	(Sign exactly as your name appears on the face of this
Note)







Signature Guarantee*:                                       




* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).




 









 








OPTION OF HOLDER TO ELECT PURCHASE




     If you want to elect to have this Note purchased by the Company pursuant
to Section 4.15 of the First Supplemental Indenture, check the following box:



     If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.15 of the First Supplemental Indenture, state the
amount you elect to have purchased:



$                   




	 	 	 	 	 	 	 
	Date:                   

	 	Your Signature:	 	 	 	 
	

	 	 	 	
	 	 
	

	 	 	 	(Sign exactly as your name appears on the face of this
Note)	 	 
	 	 	 
	 	 	Tax Identification No:                                                                            







Signature Guarantee*:                                       




* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).