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Exhibit 4.9    
    


CRIIMI
MAE INC. 


and 


_________________, 


as
Warrant Agent 


_________________



WARRANT
AGREEMENT 


_________________



Dated
as of            


_________________ 


Warrants
to Purchase            


_________________ 






   TABLE OF CONTENTS  



	 
	 	 
	 	PAGE

	ARTICLE I

ISSUANCE OF WARRANTS AND EXECUTION AND DELIVERY OF WARRANT CERTIFICATES
	

SECTION 1.01	
 	

Issuance of Warrants	
 	

1
	SECTION 1.02	 	Execution and Delivery of Warrant Certificates	 	2
	SECTION 1.03	 	Issuance of Warrant Certificates	 	2
	

ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS
	

SECTION 2.01	
 	

Warrant Price	
 	

3
	SECTION 2.02	 	Duration of Warrants	 	3
	SECTION 2.03	 	Exercise of Warrants	 	3
	

ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT
	

SECTION 3.01	
 	

No Rights as Warrant Securityholder Conferred by Warrant or Warrant Certificates	
 	

4
	SECTION 3.02	 	Lost, Mutilated, Stolen, or Destroyed Warrant Certificates	 	5
	SECTION 3.03	 	Enforcement of Rights	 	5
	SECTION 3.04	 	Merger, Consolidation, Conveyance or Transfer	 	5
	

ARTICLE IV

EXCHANGE AND TRANSFER
	

SECTION 4.01	
 	

Exchange and Transfer	
 	

6
	SECTION 4.02	 	Treatment of Holders of Warrant Certificates	 	6
	SECTION 4.03	 	Cancellation of Warrant Certificates	 	7
	

ARTICLE V

CONCERNING THE WARRANT AGENT
	

SECTION 5.01	
 	

Warrant Agent	
 	

7
	SECTION 5.02	 	Conditions of Warrant Agent's Obligations	 	7
	SECTION 5.03	 	Resignation and Appointment of Successor	 	8
	

ARTICLE VI

MISCELLANEOUS
	

SECTION 6.01	
 	

Amendment	
 	

9
	SECTION 6.02	 	Notices and Demands to the Company and Warrant Agent	 	10
	SECTION 6.03	 	Addresses	 	10
	SECTION 6.04	 	Applicable Law	 	10
	SECTION 6.05	 	Delivery of Prospectus	 	10
	SECTION 6.06	 	Obtaining of Governmental Approval	 	10
	SECTION 6.07	 	Persons Having Rights under Warrant Agreement	 	10
	SECTION 6.08	 	Headings	 	10
	SECTION 6.09	 	Counterparts	 	10
	SECTION 6.10	 	Inspection of Agreement	 	10
	SECTION 6.11	 	Notices to Holders of Warrants	 	10
	

EXHIBIT A—Form of Warrant Certificate	
 	

 




i






   WARRANT AGREEMENT(1)  


        THIS AGREEMENT dated as of                        between CRIIMI
MAE Inc., a corporation duly organized and existing under the laws of the State of Maryland (the
"Company"), and                        , a [bank] [trust company] duly incorporated and existing under the laws
of                        , as Warrant Agent (the
"Warrant Agent"). 




	(1)
	Complete
or modify the provisions of this form as appropriate to reflect the terms of the Warrants and Warrant Securities. Monetary amounts may be in U.S. dollars or in
foreign currency. 



        [Bracketed
language here and throughout this Agreement should be inserted as follows: 



	1.
	If
Warrants are immediately detachable from the Offered Securities; and



	2.
	If
Warrants are detachable from the Offered Securities only after the Detachable Date.] 



WITNESSETH:  


        [WHEREAS, the Company has entered into an Indenture dated as
of                        (the "Senior Indenture") between the Company
and                        , as
Trustee (the "Senior Indenture Trustee"), and an Indenture dated as of                        (the "Subordinated Indenture")
between the Company and                        , as Trustee (the "Subordinated Indenture
Trustee") (together, the "Trustees" or "Trustee" and "Indentures" or "Indenture"), providing
for the issuance from time to time of its unsecured debt securities to be issued in one or more series as provided in the Indenture; and] 


        WHEREAS,
the Company proposes to sell [[title of such securities being offered] (the "Offered Securities") with] one or more warrants (the
"Warrants") representing the right to purchase [title of such securities purchasable through exercise of Warrants] (the "Warrant Securities"), the Warrants to be evidenced by
Warrant certificates issued pursuant to this Agreement (the "Warrant Certificates"); and 


        WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company in connection with the issuance, transfer, exchange, exercise and replacement of the Warrant Certificates,
and in this Agreement wishes to set forth, among other things, the form and provisions of the Warrant Certificates and the terms and conditions on which they may be issued, transferred, exchanged,
exercised and replaced; 


        NOW,
THEREFORE, in consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: 


ARTICLE I

ISSUANCE OF WARRANTS AND EXECUTION AND

DELIVERY OF WARRANT CERTIFICATES  


        SECTION 1.01. Issuance of Warrants. The Warrants shall be evidenced by one or more Warrant Certificates. Each Warrant evidenced thereby shall represent the right,
subject to the provisions contained herein and therein, to purchase [            shares of the Warrant Securities]
[$            aggregate principal amount
of Warrant Securities] and shall be initially issued in connection with the issuance of the Offered Securities [1: and shall be separately transferable immediately
thereafter] [2: but shall not be separately transferable until on and after            , (the "Detachable Date")]. [The Warrants shall be initially
issued [in units] with the Offered Securities, and] each Warrant [included in such a unit] shall evidence the right, subject to the
provisions contained herein and in the Warrant Certificates, to purchase [            shares of the Warrant Securities]
[$            aggregate principal
amount of Warrant Securities] [included in such a unit]. 


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        SECTION
1.02. Execution and Delivery of Warrant Certificates. Each Warrant, whenever issued, shall be evidenced by a Warrant Certificate in registered form, substantially in the form set
forth in Exhibit A
hereto, shall be dated and may have such letters, numbers or other marks of identification or designation and such legends or endorsements printed, lithographed or engraved thereon as the officers of
the Company executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Agreement, or as may be required to
comply with any law or with any rule or regulation made pursuant thereto or with any rule or regulation of any stock exchange on which the Warrants may be listed, or to conform to usage. The Warrant
Certificates shall be signed on behalf of the Company by its chairman or vice chairman of the Board of Directors, the president or the treasurer of the Company, in each case under its corporate seal,
which may but need not be, attested by its secretary or one of its assistant secretaries. Such signatures may be manual or facsimile signatures of such authorized officers and may be imprinted or
otherwise reproduced on the Warrant Certificates. The corporate seal of the Company may be in the form of a facsimile thereof and may be impressed, affixed, imprinted or otherwise reproduced on the
Warrant Certificates. 


        No
Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby shall be exercisable, until such Warrant Certificate has been countersigned by the Warrant Agent
by manual signature. Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be conclusive evidence, and the only evidence, that the Warrant Certificate so
countersigned has been duly issued hereunder. 


        In
case any officer of the Company who shall have signed any of the Warrant Certificates either manually or by facsimile signature shall cease to be such officer before the Warrant
Certificates so signed shall have been countersigned and delivered by the Warrant Agent as provided herein, such Warrant Certificates may be countersigned and delivered notwithstanding that the person
who signed such Warrant Certificates ceased to be such officer of the Company; and any Warrant Certificate may be signed on behalf of the Company by such persons as, at the actual date of the
execution of such Warrant Certificate, shall be the proper officers of the Company, although at the date of the execution of this Agreement any such person was not such officer. 


        The
term "Holder", when used with respect to any Warrant Certificate, shall mean any person in whose name at the time such Warrant Certificate shall be registered upon the books to be
maintained by the Warrant Agent for that purpose [2: or, prior to the Detachable Date, any person in whose name at the time the Offered Security to which such Warrant Certificate is
attached is registered upon the register of the Offered Securities. Prior to the Detachable Date, the Company will, or will cause the registrar of the Offered Securities to, make available at all
times to the Warrant Agent such information as to holders of the Offered Securities with Warrants as may be necessary to keep the Warrant Agent's records up to date.] 


        SECTION
1.03. Issuance of Warrant Certificates. Warrant Certificates evidencing the right to purchase [            shares of the Warrant
Securities][an aggregate principal amount not exceeding $            of Warrant Securities] (except as provided in Sections 2.03, 3.02 and 4.01) may be executed
by the Company and delivered to the Warrant Agent upon the execution of this Warrant Agreement or from time to time thereafter. The Warrant Agent shall, upon receipt of Warrant Certificates duly
executed on behalf of the Company, countersign Warrant Certificates evidencing                        Warrants representing the
right to purchase up to [            shares of the Warrant
Securities] [$            aggregate principal amount of Warrant Securities] and shall deliver such Warrant Certificates to or upon the order of the Company.
Subsequent to such original issuance of the Warrant Certificates, the Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in exchange or substitution for
one or more previously countersigned Warrant Certificates or in connection with their transfer as hereinafter provided or as provided in the penultimate paragraph of Section 2.03. 


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        Pending
the preparation of definitive Warrant Certificates evidencing Warrants, the Company may execute and the Warrant Agent shall countersign and deliver temporary Warrant Certificates
evidencing such Warrants (printed, lithographed, typewritten or otherwise produced, in each case in form satisfactory to the Warrant Agent). Such temporary Warrant Certificates shall be issuable
substantially in the form of the definitive Warrant Certificates but with such omissions, insertions and variations as may be appropriate for temporary Warrant Certificates, all as may be determined
by the Company with the concurrence of the Warrant Agent. Such temporary Warrant Certificates may contain such reference to any provisions of this Warrant Agreement as may be appropriate. Every such
temporary Warrant Certificate shall be executed by the Company and shall be countersigned by the Warrant Agent upon the same conditions and in substantially the same manner, and with like effect, as
the definitive Warrant Certificates. Without unreasonable delay, the Company shall execute and shall furnish definitive Warrant Certificates and thereupon such temporary Warrant Certificates may be
surrendered in exchange therefor without charge pursuant to and subject to the provisions of Section 4.01, and the Warrant Agent shall countersign and deliver in exchange for such temporary
Warrant Certificates definitive Warrant Certificates of authorized denominations evidencing a like aggregate number of Warrants evidenced by such temporary Warrant Certificates. Until so exchanged,
such temporary Warrant Certificates shall be entitled to the same benefits under this Warrant Agreement as definitive Warrant Certificates. 


ARTICLE II

WARRANT PRICE, DURATION AND EXERCISE OF WARRANTS  


        SECTION 2.01. Warrant Price. On            ,            , the
exercise price of each Warrant will be            . During the period from
                        ,            through and
including                        ,            , the exercise price of
each Warrant will be                        [plus [accrued amortization
of the original issue discount] [accrued interest] from            ,            .] [In each case, the original issue discount will
be amortized at a    % annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of twelve 30-day months].
Such exercise price of Warrant Securities is referred to in this Agreement as
the "Warrant Price". [The original issue discount for each principal amount of Warrant Securities is            ]. 


        SECTION
2.02. Duration of Warrants. [Subject to Section 4.03(b),] each Warrant may be exercised [in whole but not in part]
[in whole or in part] [at any time, as specified herein, on or after [the date thereof] [            ,
            ] and at or before [time, location]
on                        ,            (each day during such period
may hereinafter be referred to as an "Exercise
Date")] [on [list of specific dates] (each, an "Exercise Date")], or such later date as the Company may designate by notice to the Warrant
Agent and the Holders of Warrant Certificates [in registered form and to the beneficial owners of the global Warrant Certificate] (the "Expiration Date"). Each Warrant not
exercised at or before [time, location] on the Expiration Date shall become void, and all rights of the Holder [and any beneficial owners] of the
Warrant Certificate evidencing such Warrant under this Agreement shall cease. 


        SECTION
2.03. Exercise of Warrants. During the period specified in Section 2.02, any whole number of Warrants may be exercised by providing certain information as set forth on the
reverse side of the Warrant Certificates evidencing such Warrants and by paying in full [in lawful money of the United States of America] [in applicable
currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire
transfer] [in immediately available funds,] the Warrant Price for each Warrant exercised [(plus accrued interest, if any, on the Warrant Securities to
be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise
Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the
immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be 


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payable
in respect of Warrant Securities to be issued in registered form))] to the Warrant Agent at its corporate trust office at [address] [or at
                        ], provided that such exercise is subject to receipt within five business days of such [payment] [wire
transfer] by the
Warrant Agent of the Warrant Certificate evidencing each Warrant exercised with the form of election to purchase Warrant Securities set forth on the reverse side of the Warrant Certificate properly
completed and duly executed. 


        [Insert
Cashless Exercise Option provisions, if applicable] 


        The
date on which payment in full of the Warrant Price (plus any such accrued interest) is received by the Warrant Agent shall, subject to receipt of the Warrant Certificate as
aforesaid, be deemed to be the
date on which the Warrant is exercised. The Warrant Agent shall deposit all funds received by it in payment for the exercise of Warrants in an account of the Company maintained with it (or in such
other account as may be designated by the Company) and shall advise the Company, by telephone or by facsimile transmission or other form of electronic communication available to both parties, at the
end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to its account. The Warrant Agent shall promptly confirm such advice to the Company in writing. 


        If
a day on which Warrants may be exercised in the city in which such Warrants are to be exercised shall be a Saturday or Sunday or a day on which banking institutions in such city are
authorized or required to be closed, then, notwithstanding any other provision of this Agreement or the Warrant Certificate evidencing such Warrants, but subject to the limitation that no Warrant may
be exercised after the Expiration Date, the Warrants shall be exercisable on the next succeeding day which in such city is not a Saturday or Sunday or a day on which banking institutions in such city
are authorized or required to be closed. 


        The
Warrant Agent shall, from time to time, as promptly as practicable, advise the Company and the Trustee in writing of (i) the number of Warrants exercised, (ii) the
instructions of each Holder of the Warrant Certificates evidencing such Warrants with respect to delivery of the Warrant Securities to be issued upon such exercise, (iii) delivery of any
Warrant Certificates evidencing the balance, if any, of the Warrants remaining after such exercise, and (iv) such other information as the Company or the Trustee shall reasonably require. 



        As
soon as practicable after the exercise of any Warrant, but subject to receipt by the Warrant Agent of the Warrant Certificate evidencing such Warrant as provided in this Section, the
Company shall issue[, pursuant to the Indenture, in authorized denominations to or upon the order of the Holder of the Warrant Certificate evidencing each Warrant,] the Warrant
Securities to which such Holder is entitled, in fully registered form, registered in such name or names as may be directed by such Holder. If fewer than all of the Warrants evidenced by such Warrant
Certificate are exercised, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, a new Warrant Certificate evidencing the number of such
Warrants remaining unexercised. 


        The
Company shall not be required to pay any stamp or other tax or other governmental charge required to be paid in connection with any transfer involved in the issuance of the Warrant
Securities, and in the event that any such transfer is involved, the Company shall not be required to issue or deliver any Warrant Security until such tax or other charge shall have been paid or it
has been established to the Company's satisfaction that no such tax or other charge is due. 


ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANT  


        SECTION 3.01. No Rights as Warrant Securityholder Conferred by Warrant or Warrant Certificates. No Warrant Certificate or Warrant evidenced thereby shall entitle
the Holder or any beneficial owner thereof to any of the rights of a holder or beneficial owner of Warrant Securities, 


4





 



including,
without limitation, [the right to receive the payment of principal of (premium, if any) or interest, if any, on Warrant Securities or to enforce any of the covenants in the
Indenture] [the right to receive dividend payments on the Warrant Securities or any voting rights]. 


        SECTION
3.02. Lost, Mutilated, Stolen, or Destroyed Warrant Certificates. Upon receipt by the Warrant Agent of evidence reasonably satisfactory to it and the Company of the ownership of
and the loss, mutilation, theft or destruction of any Warrant Certificate and of such security or indemnity as may be required by the Company and the Warrant Agent to hold each of them and any agent
of them harmless and, in the case of mutilation of a Warrant Certificate, upon surrender thereof to the Warrant Agent for cancellation, then, in the absence of notice to the Company or the Warrant
Agent that such Warrant Certificate has been acquired by a bona fide purchaser, the Company shall execute, and an authorized officer of the Warrant Agent shall manually countersign and deliver, in
exchange for or in lieu of the lost, mutilated, stolen or destroyed Warrant Certificate, a new Warrant Certificate of the same tenor and evidencing a like number of Warrants. Upon the issuance of any
new Warrant Certificate under this Section, the Company may require the payment of a sum sufficient to cover any stamp or other tax or other governmental charge that may be imposed in relation thereto
and any other expenses (including the fees and expenses of the Warrant Agent) in connection therewith. Every substitute Warrant Certificate executed and delivered pursuant to this Section in lieu of
any lost, mutilated, stolen or destroyed Warrant Certificate shall represent an additional contractual obligation of the Company, whether or not the lost, stolen or destroyed Warrant Certificate shall
be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement equally and proportionately with any and all other Warrant Certificates duly executed and delivered
hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement of lost, mutilated, stolen or destroyed
Warrant Certificates. 


        SECTION
3.03. Enforcement of Rights. Notwithstanding any of the provisions of this Agreement, any Holder of a Warrant Certificate, without the consent of the Warrant Agent, the Trustee,
the holder of any Offered Securities or the Holder of any other Warrant Certificate, may, in its own behalf and for its own benefit, enforce, and may institute and maintain any suit, action or
proceeding against the Company suitable to enforce, or otherwise in respect of, its right to exercise its Warrants in the manner provided in its Warrant Certificate and in this Agreement. 


        SECTION
3.04. Merger, Consolidation, Conveyance or Transfer. (a) If at any time there shall be a merger or consolidation of the Company or a conveyance or transfer of its property
and assets substantially as an entirety [as permitted under the Indenture], then in any such event the successor or assuming corporation referred to therein shall succeed to
and be substituted for the Company, with the same effect [, subject to the Indenture,] as if it had been named herein and in the Warrant Certificates as the Company; the
Company shall thereupon, except in the case of a transfer by way of lease, be relieved of any further obligation hereunder and under the Warrants and the Warrant Certificates, and the Company as the
predecessor corporation, except in the case of a transfer by way of lease, may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming corporation may
thereupon cause to be signed, and may issue either in its own name or in the name of the Company, Warrant Certificates evidencing any or all of the Warrants issuable hereunder which theretofore shall
not have been signed by the Company, and may execute and deliver Warrant Securities in its own name [, pursuant to the Indenture,] in fulfillment of its obligations to deliver
Warrant Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter
issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such merger, consolidation, conveyance or
transfer, such changes in phraseology and form (but not in substance) may be made in the Warrant Certificates representing the Warrants thereafter to be issued as may be appropriate. 


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        (b)   The
Warrant Agent may receive a written opinion of legal counsel (who shall be acceptable to the Warrant Agent) as conclusive evidence that any such merger,
consolidation, conveyance or transfer complies with the provisions of this Section and the Indenture. 


[Add
Anti-Dilution provisions as necessary.] 


ARTICLE IV

EXCHANGE AND TRANSFER  


        SECTION 4.01. Exchange and Transfer. (a) [1: Upon] [2: Prior to the Detachable Date, a Warrant Certificate may be
exchanged or transferred only together with the Offered Security to which such Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or
transfer of such Offered Security. Prior to any Detachable Date, each transfer of the Offered Security, shall operate also to transfer the related Warrant Certificates. On or after the Detachable
Date, upon] surrender at the corporate trust office of the Warrant Agent at [address] [or                        ], Warrant
Certificates evidencing
Warrants may be exchanged for Warrant Certificates in other authorized denominations evidencing such Warrants or the transfer thereof may be registered
in whole sor in part; provided, however, that such other Warrant Certificates shall evidence the same aggregate number of Warrants as the Warrant Certificates so surrendered. 


        (b)   The
Warrant Agent shall keep, at its corporate trust office at [address] [and at                        ], books in which,
subject to such reasonable regulations as it may prescribe, it shall register Warrant Certificates and exchanges and transfers of outstanding Warrant Certificates upon surrender of such Warrant
Certificates to the Warrant Agent at its corporate trust office at [address] [or                        ] for exchange or
registration of transfer, properly
endorsed [or accompanied by appropriate instruments of registration of transfer and written instructions for transfer, all in form satisfactory to the Company and the Warrant
Agent.] 


        (c)   No
service charge shall be made for any exchange or registration of transfer of Warrant Certificates, but the Company may require payment of a sum sufficient to cover
any stamp or other tax or other governmental charge that may be imposed in connection with any such exchange or registration of transfer. 



        (d)   Whenever
any Warrant Certificates are so surrendered for exchange or registration of transfer, an authorized officer of the Warrant Agent shall manually countersign and
deliver to the person or persons entitled thereto a Warrant Certificate or Warrant Certificates, duly authorized and executed by the Company, as so requested. The Warrant Agent shall not effect any
exchange or registration of transfer which will result in the issuance of a Warrant Certificate, evidencing a fraction of a Warrant or a number of full Warrants and a fraction of a Warrant. 


        (e)   All
Warrant Certificates issued upon any exchange or registration of transfer of Warrant Certificates shall be the valid obligations of the Company evidencing the same
obligations, and entitled to the same benefits under this Agreement, as the Warrant Certificates surrendered for such exchange or registration or transfer. 


        SECTION
4.02. Treatment of Holders of Warrant Certificates. Each Holder of a Warrant Certificate, by accepting the same, consents and agrees with the Company, the Warrant Agent and every
subsequent Holder of such Warrant Certificate that until the transfer of such Warrant Certificate is registered on the books of such Warrant Agent [2: or, prior to the Detachable Date,
until the transfer of the Offered Security to which such Warrant Certificate is attached is registered in the register of the Offered Securities], the Company and the Warrant Agent may
treat the registered Holder of such Warrant Certificate as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby,
any notice to the contrary notwithstanding. 


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        SECTION
4.03. Cancellation of Warrant Certificates. [(a)] Any Warrant Certificate surrendered for exchange or registration of transfer or exercise of the Warrants
evidenced thereby shall, if surrendered to the Company, be delivered to the Warrant Agent, and all Warrant Certificates surrendered or so delivered to the Warrant Agent shall be promptly cancelled by
the Warrant Agent and shall not be reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be issued hereunder in exchange therefor or in lieu thereof. The Warrant
Agent shall cause all cancelled Warrant Certificates to be destroyed and shall deliver a certificate of such destruction to the Company. 


        [(b)
If the Company notifies the Trustee of its election to redeem [2: prior to the Detachable Date] [, as a whole but not in
part,] [2: the Offered Securities [or] [and]] the Warrant Securities pursuant to the Indenture or the terms thereof,
the Company may elect, and shall give notice to the Warrant Agent of its election, to cancel the unexercised Warrants, the Warrant Certificates and the rights evidenced thereby. Promptly after receipt
of such notice by the Warrant Agent, the Company shall, or, at the Company's request, the Warrant Agent shall in the name of and at the expense of the Company, give notice of such cancellation to the
Holders of the Warrant Certificates, such notice to be so given not less than 30 nor more than 60 days prior to the date fixed for the redemption of [2: the Offered Securities
[or] [and]] the Warrant Securities pursuant to the Indenture or the terms thereof. The unexercised Warrants, the Warrant Certificates and
the rights evidenced thereby shall be cancelled and become void on the 15th day prior to such date fixed for redemption.] 


ARTICLE V

CONCERNING THE WARRANT AGENT  


        SECTION 5.01. Warrant Agent. The Company hereby
appoints                        as Warrant Agent of the Company in respect of the Warrants and the Warrant Certificates
upon the terms and subject to the conditions herein and in the Warrant Certificates set forth; and                        hereby
accepts such appointment. The Warrant Agent shall have the powers and
authority granted to and conferred upon it in the Warrant Certificates and herein and such further powers and authority to act on behalf of the Company as the Company may hereafter grant to or confer
upon it. 


        All
of the terms and provisions with respect to such powers and authority contained in the Warrant Certificates are subject to and governed by the terms and provisions hereof. 



        SECTION
5.02. Conditions of Warrant Agent's Obligations. The Warrant Agent accepts its obligations herein set forth upon the terms and conditions hereof, including the following, to all
of which the Company agrees and to all of which the rights hereunder of the Holders from time to time of the Warrant Certificates shall be subject: 


        (a)   Compensation
and Indemnification. The Company agrees promptly to pay the Warrant Agent the compensation to be agreed upon with the Company for all services rendered by
the Warrant Agent and to reimburse the Warrant Agent for reasonable out-of-pocket expenses (including reasonable attorneys' fees) incurred by the Warrant Agent without
negligence, bad faith or breach of this Agreement on its part in connection with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify the Warrant Agent for, and
to hold it harmless against, any loss, liability or expense incurred without negligence or bad faith on the part of the Warrant Agent, arising out of or in connection with its acting as Warrant Agent
hereunder, as well as the reasonable costs and expenses of defending against any claim of such liability. 


        (b)   Agent
for the Company. In acting under this Agreement and in connection with the Warrants and the Warrant Certificates, the Warrant Agent is acting solely as agent of
the Company and does not assume any obligation or relationship of agency or trust for or with any of the Holders of Warrant Certificates or beneficial owners of Warrants. 


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        (c)   Counsel.
The Warrant Agent may consult with counsel satisfactory to it in its reasonable judgment, 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 accordance with the advice of such counsel. 



        (d)   Documents.
The Warrant Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in reliance upon any Warrant
Certificate, notice, direction, consent, certificate, affidavit, statement or other paper or document reasonably believed by it to be genuine and to have been presented or signed by the proper
parties. 


        (e)   Certain
Transactions. The Warrant Agent, and its officers, directors and employees, may become the owner of, or acquire any interest in, Warrants, with the same rights
that it or they would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable law, it or they may engage or be interested in any financial or other transaction with
the Company and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant Securities or other obligations of the Company as freely as if it were not the Warrant
Agent hereunder. [Nothing in this Warrant Agreement shall be deemed to prevent the Warrant Agent from acting as Trustee under the Indenture.] 


        (f)    No
Liability for Interest. The Warrant Agent shall have no liability for interest on any monies at any time received by it pursuant to any of the provisions of this
Agreement or of the Warrant Certificates. 


        (g)   No
Liability for Invalidity. The Warrant Agent shall not be under any responsibility with respect to the validity or sufficiency of this Agreement or the execution and
delivery hereof (except the due authorization to execute this Agreement and the due execution and delivery hereof by the Warrant Agent) or with respect to the validity or execution of any Warrant
Certificates (except its countersignature thereof). 


        (h)   No
Liability for Recitals. The recitals contained herein shall be taken as the statements of the Company, and the Warrant Agent assumes no liability for the correctness
of the same. 


        (i)    No
Implied Obligations. The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no
implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder
which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or
under any duty or responsibility for the use by the Company of any of the Warrant Certificates countersigned by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for
the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its
covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a Holder of a Warrant Certificate with respect to such default,
including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in
Section 6.02, to make any demand upon the Company. 


        SECTION
5.03. Resignation and Appointment of Successor. (a) The Company agrees, for the benefit of the Holders from time to time of the Warrant Certificates, that there shall at
all times be a Warrant Agent hereunder until all the Warrants have been exercised or are no longer exercisable. 


        (b)   The
Warrant Agent may at any time resign as such by giving written notice of its resignation to the Company, specifying the desired date on which its resignation shall
become effective; provided, however, that such date shall be not less than 90 days after the date on which such notice is given unless the Company agrees to accept shorter notice. Upon
receiving such notice of resignation, the 


8





 



Company
shall promptly appoint a successor Warrant Agent (which shall be a bank or trust company in good standing, authorized under the laws of the jurisdiction of its organization to exercise
corporate trust powers) by written instrument in duplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Warrant Agent and one copy to the successor Warrant
Agent. The Company may, at any time and for any reason, remove the Warrant Agent and appoint a successor Warrant Agent (qualified as aforesaid) by written instrument in duplicate signed on behalf of
the Company and specifying such removal and the date when it is intended to become effective, one copy of which shall be delivered to the Warrant Agent being removed and one copy to the successor
Warrant Agent. Any resignation or removal of the Warrant Agent and any appointment of a successor Warrant Agent shall become effective upon acceptance of appointment by the successor Warrant Agent as
provided in this subsection (b). In the event a successor Warrant Agent has not been appointed and accepted its duties within 90 days of the Warrant Agent's notice of resignation, the Warrant
Agent may apply to any court of competent jurisdiction for the designation of a successor Warrant Agent. Upon its resignation or removal, the Warrant Agent shall be entitled to the payment by the
Company of the compensation and to the reimbursement of all reasonable out-of-pocket expenses (including reasonable attorneys' fees) incurred by it hereunder as agreed to in
Section 5.02(a). 


        (c)   The
Company shall remove the Warrant Agent and appoint a successor Warrant Agent if the Warrant Agent (i) shall become incapable of acting, (ii) shall be
adjudged bankrupt or insolvent, (iii) shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to it or its debts under any
bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part
of its property, (iv) shall consent to, or shall have had entered against it a court order for, any such relief or to the appointment of or taking possession by any such official in any
involuntary case or other proceedings commenced against it, (v) shall make a general assignment for the benefit of creditors or (vi) shall fail generally to pay its debts as they become
due. Upon the appointment as aforesaid of a successor Warrant Agent and acceptance by it of such appointment, the predecessor Warrant Agent shall, if not previously disqualified by operation of law,
cease to be Warrant Agent hereunder. 


        (d)   Any
successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to its predecessor and the Company an instrument accepting such appointment
hereunder, and thereupon such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with all the authority, rights, powers, immunities, duties and obligations of
such predecessor with like effect as if originally named as Warrant Agent hereunder, and such predecessor shall thereupon become obligated to transfer, deliver and pay over, and such successor Warrant
Agent shall be entitled to receive, all monies, securities and other property on deposit with or held by such predecessor as Warrant Agent hereunder. 


        (e)   Any
corporation into which the Warrant Agent hereunder may be merged or converted or any corporation with which the Warrant Agent may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Warrant Agent shall be a party, or any corporation to which the Warrant Agent shall sell or otherwise transfer all or substantially
all the assets and business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the successor Warrant Agent under this Agreement without the execution or filing of any
paper or any further act on the part of any of the parties hereto. 


ARTICLE VI

MISCELLANEOUS  


        SECTION 6.01. Amendment. This Agreement and the terms of the Warrants and the Warrant Certificates may be amended by the parties hereto, without the consent of
the Holder of any Warrant Certificate or the beneficial owner of any Warrant, for the purpose of curing any ambiguity, or of 


9





 



curing,
correcting or supplementing any defective or inconsistent provision contained herein or in the Warrant Certificates, or making any other provisions with respect to matters or questions arising
under this Agreement as the Company and the Warrant Agent may deem necessary or desirable, provided that such action shall not affect adversely the interests of the Holders of the Warrant Certificates
or the beneficial owners of Warrants in any material respect. 


        SECTION
6.02. Notices and Demands to the Company and Warrant Agent. If the Warrant Agent shall receive any notice or demand addressed to the Company by the Holder of a Warrant
Certificate pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward such notice or demand to the Company. 


        SECTION
6.03. Addresses. Any communication from the Company to the Warrant Agent with respect to this Agreement shall be addressed
to                        , Attention:            , and any
communication from the Warrant Agent to the Company with respect to this Agreement shall be addressed to CRIIMI MAE Inc., 11200 Rockville Pike, Rockville, MD 20852,
Attention:                        
(or such other address as shall be specified in writing by the Warrant Agent or by the Company). 


        SECTION
6.04. Applicable Law. The validity, interpretation and performance of this Agreement and each Warrant Certificate issued hereunder and of the respective terms and provisions
hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of New York. 



        SECTION
6.05. Delivery of Prospectus. The Company will furnish to the Warrant Agent sufficient copies of a prospectus relating to the Warrant Securities deliverable upon exercise of
Warrants (the "Prospectus"), and the Warrant Agent agrees that upon the exercise of any Warrant, the Warrant Agent
will deliver to the Holder of the Warrant Certificate evidencing such Warrant, prior to or concurrently with the delivery of the Warrant Securities issued upon such exercise, a Prospectus. The Warrant
Agent shall not, by reason of any such delivery, assume any responsibility for the accuracy or adequacy of such Prospectus. 


        SECTION
6.06. Obtaining of Governmental Approval. The Company will from time to time take all action which may be necessary to obtain and keep effective any and all permits, consents and
approvals of governmental agencies and authorities and securities acts filings under United States federal and state laws (including without limitation a registration statement in respect of the
Warrants and Warrant Securities under the Securities Act of 1933, as amended), which may be or become requisite in connection with the issuance, sale, transfer and delivery of the Warrant
Certificates, the exercise of the Warrants, the issuance, sale, transfer and delivery of the Warrant Securities issued upon exercise of the Warrants or upon the expiration of the period during which
the Warrants are exercisable. 


        SECTION
6.07. Persons Having Rights under Warrant Agreement. Nothing in this Agreement shall give to any person other than the Company, the Warrant Agent and the Holders of the Warrant
Certificates any right, remedy or claim under or by reason of this Agreement. 



        SECTION
6.08. Headings. The descriptive headings of the several Articles and Sections of this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof. 


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


        SECTION
6.10. Inspection of Agreement. A copy of this Agreement shall be available at all reasonable times at the principal corporate trust office of the Warrant Agent for inspection by
the Holder of any Warrant Certificate. The Warrant Agent may require such Holder to submit its Warrant Certificate to the Warrant Agent for review prior to such inspection. 


        SECTION
6.11. Notices to Holders of Warrants. Any notice to Holders of Warrants evidenced by Warrant Certificates which by any provisions of this Warrant Agreement is required or
permitted to be given shall be given by first class mail prepaid at such Holder's address as it appears on the books of the Warrant Agent. 


10






 

        IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. 



	 	 	CRIIMI MAE INC.


	

 	
 	

By:	

 Name:

Title:
	

 	
 	
[WARRANT AGENT]


	

 	
 	

By:	

 Name:

Title:




11






  



 
 

EXHIBIT A    



[FORM
OF WARRANT CERTIFICATE] 


[Face]



[Prior
to                        , this Warrant Certificate may be transferred or exchanged if and only if the [title of Offered
Security] to which it was initially
attached is so transferred or exchanged.] 


[Prior
to                        , Warrants evidenced by this Warrant Certificate cannot be exercised.] 


EXERCISABLE
ONLY IF AUTHENTICATED BY THE WARRANT

AGENT AS PROVIDED HEREIN 


VOID
AFTER THE CLOSE OF BUSINESS ON                        ,
            


CRIIMI
MAE INC. 


Warrant
Certificate representing

Warrants to purchase 


[Title
of Warrant Securities]

as described herein 






	No.             	 	                         Warrants





        This
certifies that [                        ] or registered assigns is the registered owner of the above indicated number of Warrants,
each Warrant entitling such
registered owner to purchase, at any time [after the close of business on                        ,
            , and] on or before the close of business
on                        ,
            , [            shares of [title of Warrant Securities]]
[$            aggregate principal amount of
[title of Warrant Securities]] (the "Warrant Securities") of CRIIMI MAE Inc. (the "Company")[, issued or to be issued under the Indenture (as
hereinafter defined),] on the following basis.(2) [During the period from            ,            through and
including                        ,            ,
each Warrant shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase from the Company the [principal] amount of Warrant Securities stated
above in this Warrant Certificate at the exercise price of [    ] [    % of the principal amount thereof [plus accrued amortization,
if any, of the original issue discount of the Warrant Securities] [plus accrued interest, if any, from the most recent date from which interest shall have been paid on the
Warrant Securities or, if no interest shall have been paid on the Warrant Securities, from                        ,
            ]; [in each case, the original issue discount
($            for each $1,000 principal amount of Warrant Securities) will be amortized at a    % annual rate, computed on a[n]
[semi-]annual basis[, using a 360-day year constituting twelve 30-day months]] (the "Exercise Price").
The Holder of this Warrant Certificate may exercise the Warrants evidenced hereby, in whole or in part, by surrendering this Warrant Certificate, with the purchase form set forth hereon duly
completed, accompanied [by payment in full, in lawful money of the United States of America, [in cash or by certified check or official bank check in New York Clearing House
funds] [by bank wire transfer in immediately available funds]],
the Exercise Price for each Warrant exercised, to the Warrant Agent (as hereinafter defined), at the corporate trust office of [name of Warrant Agent], or its successor as
warrant agent (the "Warrant Agent"), at the addresses specified on the reverse hereof [or at                        ] and upon
compliance with and subject to the conditions set forth
herein and in the Warrant Agreement (as hereinafter defined). This Warrant Certificate may be exercised only for the purchase of [            shares of] Warrant Securities
[in the principal amount of $            ] or any integral multiple thereof. 




	(2)
	Complete
and modify the following provisions as appropriate to reflect the terms of the Warrants and the Warrant Securities. 


A-1





 
[Insert
Cashless Exercise Option provisions, if applicable] 


        The
term "Holder" as used herein shall mean[, prior to                        ,
            (the "Detachable Date"), the registered owner of the Company's [title of
Offered Securities] to which such Warrant Certificate was initially attached, and after such Detachable Date,] the person in whose name at the time such Warrant Certificate
shall be registered upon the books to be maintained by the Warrant Agent for that purpose pursuant to the Warrant Agreement. 


        Any
whole number of Warrants evidenced by this Warrant Certificate may be exercised to purchase Warrant Securities in registered form. Upon any exercise of fewer than all of the Warrants
evidenced by this Warrant Certificate, there shall be issued to the registered owner hereof a new Warrant Certificate evidencing the number of Warrants remaining unexercised. 


        This
Warrant Certificate is issued under and in accordance with the Warrant Agreement dated as of                        ,
            (the "Warrant Agreement"), between the Company and the
Warrant Agent and is subject to the terms and provisions contained in the Warrant Agreement, to all of which terms and provisions the Holder of this Warrant Certificate consents by acceptance hereof.
Copies of the Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at                        ].



        [The
Warrant Securities to be issued and delivered upon the exercise of Warrants evidenced by this Warrant Certificate will be issued under and in accordance with an
Indenture, dated as of                        (the "Indenture"), between the Company
and                        , a [corporation] [national banking association]
organized under the laws of the State of                        , as trustee (such trustee, and any successors to such trustee,
the "Trustee") and will be subject to the terms and provisions contained in the
Warrant Securities and in the Indenture. Copies of the Indenture, including the form of the Warrant Securities, are on file at the corporate trust office of the Trustee [and at
                        ].] 


        [Prior
to                        ,            (the "Detachable Date"), this
Warrant Certificate may be exchanged or transferred only together with the [title of
Offered Security] (the "Offered Security") to which this Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, an exchange or transfer
of such Offered Security. Additionally, on or prior to the Detachable Date, each transfer of such Offered Security on the register of the Offered Securities shall operate also to transfer this Warrant
Certificate. After the Detachable Date,] this Warrant Certificate, and all rights hereunder, may be transferred when surrendered at the corporate trust office of the Warrant Agent
[or                        ] by the registered owner or its assigns, in person or by an attorney duly authorized in writing, in
the manner and subject to the limitations provided in
the Warrant Agreement. 


        Except
as provided in the immediately preceding paragraph, after authentication by the Warrant Agent and prior to the expiration of this Warrant Certificate, this Warrant Certificate may
be exchanged at the corporate trust office of the Warrant Agent [or at                        ] for Warrant Certificates
representing the same aggregate number of Warrants. 



        This
Warrant Certificate shall not entitle the registered owner hereof to any of the rights of a registered holder of the Warrant Securities, including, without limitation,
[the right to receive payments of principal of (and premium, if any) or interest, if any, on the Warrant Securities or to enforce any of the covenants of the Indenture]
[the right to receive dividend payments on the Warrant Securities or any voting rights]. 


        Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if
set forth at this place. 


        This
Warrant Certificate shall not be valid or obligatory for any purpose until authenticated by the Warrant Agent. 


A-2





 

        IN
WITNESS WHEREOF, the Company has caused this Warrant Certificate to be duly executed as of the date hereof. 


Dated:            




	 	 	CRIIMI MAE INC.
	

 	
 	

By:	

 Name:

Title:




CERTIFICATE OF AUTHENTICATION 


        This
is one of the Warrant Certificates referred to in the within-mentioned Warrant Agreement. 



	 	 	As Warrant Agent
	

 	
 	

By:	

 Authorized Signature




A-3





 
[FORM OF WARRANT CERTIFICATE] 


[Reverse]



(Instructions
for exercise of Warrants) 


To
exercise any Warrants evidenced hereby, the Holder of this Warrant Certificate must pay [in cash or by certified check or official bank check in New York Clearing House funds or by bank
wire transfer in immediately available funds], the Exercise Price in full for each of the Warrants exercised,
to                        , Corporate Trust Department,
                        , Attn:
                        
[or                        ], which payment should specify the name of the Holder of this Warrant Certificate and the number of
Warrants exercised by such Holder. In
addition, the Holder of this Warrant Certificate should complete the information required below and present in person or mail by registered mail this Warrant Certificate to the Warrant Agent at the
addresses set forth below. 


[FORM
OF EXERCISE] 


(To
be executed upon exercise of Warrants) 


        The
undersigned hereby irrevocably elects to exercise                        Warrants, represented by this Warrant Certificate, to
purchase [            shares of
[title of Warrant Securities]] [$                        aggregate principal amount of the [title of Warrant Securities]]
(the "Warrant Securities") of CRIIMI MAE Inc. and represents that he has tendered payment for such Warrant Securities [in cash or by certified check or official bank check in New
York Clearing House funds or by bank wire transfer in immediately available funds] to the order of CRIIMI MAE Inc., c/o Treasurer in the amount of
$                        in accordance
with the terms hereof. The undersigned requests that said [principal] amount of Warrant Securities be in fully registered form, in the authorized denominations, registered in
such names and delivered, all as specified in accordance with the instructions set forth below. 


        If
said [principal] amount of Warrant Securities is less than all of the Warrant Securities purchasable hereunder, the undersigned requests that a new Warrant
Certificate representing the remaining balance of the Warrants evidenced hereby be issued and delivered to the undersigned unless otherwise specified in the instructions below. 


Dated:            




	 	 	Name:	
 (Please Print)
	

 (Insert Social Security or Other

Identifying Number of Holder)	
 	

 	

 
	

 	
 	

Address:
	

 	
 	


	

 	
 	

 Signature:
	

 	
 	

 (Signed exactly as name appears on the other side of this Warrant Certificate)
	

This Warrant may be exercised at the following addresses:
	

 	
 	

By hand at:
	

 	
 	


	

 	
 	


	

 	
 	


	

 	
 	

By mail at:
	

 	
 	


	

 	
 	


	

 	
 	


	

(Instructions as to form and delivery of Warrant Securities and/or Warrant Certificates):




A-4





 
[FORM
OF ASSIGNMENT] 


(To
be executed to transfer the Warrant Certificate) 


        FOR
VALUE RECEIVED                        hereby sells, assigns and transfers unto 



	 	 	
 Please insert social security or other identifying number
	

 	
 	

 (Please print name and address including zip code)





                        the
right represented by the within Warrant Certificate and does hereby irrevocably constitute and appoint                        ,
Attorney, to transfer said Warrant Certificate on the books
of the Warrant Agent with full power of substitution. 


Dated:            




	 	 	
 Signature
	

 	
 	

(Signed exactly as name appears on the other side of this Warrant Certificate)
	

Signature Guarantee:	
 	

 
	

 Participant in a recognized Signature Guarantee

Medallion Program (or other signature guarantor program

reasonably acceptable to the Warrant Agent)	
 	

 




A-5









QuickLinks


Exhibit 4.9


EXHIBIT A