THORNBURG MORTGAGE INC
INDENTURE WITH DEUTSCHE BANK TRUST
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>dex1011.txt
<DESCRIPTION>INDENTURE WITH DEUTSCHE BANK TRUST
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.11

                            THORNBURG MORTGAGE, INC.

                                     ISSUER

                                       TO

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                     TRUSTEE

                                    INDENTURE

                            DATED AS OF MAY 15, 2003

<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
Trust Indenture                                                                                                Indenture
  Act Section                                                                                                   Section
---------------                                                                                               ------------
 <S>                                                                                                           <C>
 310(a)(1).....................................................................................................7.10
    (a)(2).....................................................................................................7.10
    (a)(3).....................................................................................................N.A.
    (a)(4).....................................................................................................N.A.
    (a)(5).....................................................................................................7.10
    (b)........................................................................................................7.08; 7.10
    (c)........................................................................................................N.A.
 311(a)........................................................................................................7.11
    (b)........................................................................................................7.11
    (c)........................................................................................................N.A.
 312(a)........................................................................................................2.07
    (b)........................................................................................................12.04
    (c)........................................................................................................12.04
 313(a)........................................................................................................7.06
    (b)........................................................................................................7.06
    (c)........................................................................................................7.06; 12.03
    (d)........................................................................................................7.06
 314(a)........................................................................................................4.02; 12.05
    (b)........................................................................................................N.A.
    (c)(1).....................................................................................................12.05
    (c)(2).....................................................................................................12.05
    (c)(3).....................................................................................................N.A.
    (d)........................................................................................................N.A.
    (e)........................................................................................................12.05
    (f)........................................................................................................12.05
 315(a)........................................................................................................7.01(b)
    (b)........................................................................................................7.05; 12.03
    (c)........................................................................................................7.01(a)
    (d)........................................................................................................7.01(c)
    (e)........................................................................................................6.13
 316(a) (last sentence)........................................................................................12.06
    (a)(1)(A)..................................................................................................6.05
    (a)(1)(B)..................................................................................................6.04
    (a)(2).....................................................................................................N.A.
    (b)........................................................................................................6.08
    (c)........................................................................................................12.03
 317(a)(1).....................................................................................................6.09
    (a)(2).....................................................................................................6.10
    (b)........................................................................................................2.06
 318(a)........................................................................................................12.01
</TABLE>

----------
N.A.  means Not Applicable

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                             <C>
ARTICLE ONE - DEFINITIONS AND INCORPORATION BY REFERENCE........................................................1
   SECTION 1.01. Definitions....................................................................................1
   SECTION 1.02. Incorporation by Reference of Trust Indenture Act. ............................................2
   SECTION 1.03. Rules of Construction. ........................................................................2

ARTICLE TWO - THE SECURITIES....................................................................................3
   SECTION 2.01. Form and Dating................................................................................3
   SECTION 2.02. Amount Unlimited; Issuable in Series. .........................................................3
   SECTION 2.03. Denominations..................................................................................3
   SECTION 2.04. Execution and Authentication. .................................................................3
   SECTION 2.05. Registrar and Paying Agent.....................................................................4
   SECTION 2.06. Paying Agent to Hold Money in Trust............................................................4
   SECTION 2.07. Securityholder Lists. .........................................................................4
   SECTION 2.08. Transfer and Exchange. ........................................................................4
   SECTION 2.09. Replacement Securities.........................................................................4
   SECTION 2.10. Outstanding Securities. .......................................................................5
   SECTION 2.11. Temporary Securities. .........................................................................5
   SECTION 2.12. Cancellation. .................................................................................5
   SECTION 2.13. Defaulted Interest. ...........................................................................5

ARTICLE THREE - REDEMPTION......................................................................................5
   SECTION 3.01. Company's Option to Redeem. ...................................................................5
   SECTION 3.02. Notices to Trustee. ...........................................................................5
   SECTION 3.03. Selection of Securities to be Redeemed.........................................................5
   SECTION 3.04. Notice of Redemption at the Company's Option. .................................................6
   SECTION 3.05. Effect of Notice of Redemption. ...............................................................6
   SECTION 3.06. Deposit Of Redemption Price. ..................................................................6
   SECTION 3.07. Holder's Right to Require Redemption. .........................................................6
   SECTION 3.08. Procedure for Requiring Redemption.............................................................6
   SECTION 3.09. Securities Redeemed in Part. ..................................................................7

ARTICLE FOUR - COVENANTS........................................................................................7
   SECTION 4.01. Payment of Securities. ........................................................................7
   SECTION 4.02. Reporting. ....................................................................................7
   SECTION 4.03. Corporate Existence. ..........................................................................7
   SECTION 4.04. Compliance Certificate. .......................................................................7
   SECTION 4.05. Further Instruments and Acts. .................................................................7

ARTICLE FIVE - SUCCESSOR CORPORATION............................................................................7
   SECTION 5.01. Company May Consolidate, etc., ................................................................7
   SECTION 5.02. Successor Corporation Substituted. ............................................................8
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                                            <C>
ARTICLE SIX - DEFAULTS AND REMEDIES.............................................................................8
   SECTION 6.01. Events of Default..............................................................................8
   SECTION 6.02. Acceleration. .................................................................................9
   SECTION 6.03. Other Remedies. ...............................................................................9
   SECTION 6.04. Waiver of Existing Defaults. ..................................................................9
   SECTION 6.05. Control by Majority. ..........................................................................9
   SECTION 6.06. Payments of Securities on Default; Suit Therefor. ............................................10
   SECTION 6.07. Limitation on Suits. .........................................................................10
   SECTION 6.08. Rights of Holders to Receive Payment and to Demand Conversion. ...............................10
   SECTION 6.09. Collection Suit by Trustee. ..................................................................10
   SECTION 6.10. Trustee May File Proofs of Claim. ............................................................10
   SECTION 6.11. Restoration of Positions. ....................................................................10
   SECTION 6.12. Priorities. ..................................................................................11
   SECTION 6.13. Undertaking for Costs. .......................................................................11
   SECTION 6.14. Stay, Extension or Usury Laws. ...............................................................11
   SECTION 6.15. Liability of Stockholders, Officers, Directors and Incorporators. ............................11

ARTICLE SEVEN - TRUSTEE........................................................................................11
   SECTION 7.01. Duties of Trustee.............................................................................11
   SECTION 7.02. Rights of Trustee.............................................................................12
   SECTION 7.03. Individual Rights of Trustee. ................................................................13
   SECTION 7.04. Trustee's Disclaimer. ........................................................................13
   SECTION 7.05. Notice of Defaults. ..........................................................................13
   SECTION 7.06. Reports by Trustee. ..........................................................................13
   SECTION 7.07. Compensation and Indemnity. ..................................................................13
   SECTION 7.08. Replacement of Trustee. ......................................................................14
   SECTION 7.09. Successor Trustee by Merger, etc. ............................................................14
   SECTION 7.10. Eligibility; Disqualification. ...............................................................14
   SECTION 7.11. Preferential Collection of Claims. ...........................................................15

ARTICLE EIGHT - DISCHARGE OF INDENTURE.........................................................................15
   SECTION 8.01. Termination of the Company's Obligations......................................................15
   SECTION 8.02. Application of Trust Money. ..................................................................15
   SECTION 8.03. Repayment to the Company. ....................................................................15

ARTICLE NINE - AMENDMENTS, SUPPLEMENTS AND WAIVERS.............................................................16
   SECTION 9.01. Without Consent of Holders. ..................................................................16
   SECTION 9.02. With Consent of Holders. .....................................................................16
   SECTION 9.03. Compliance With Trust Indenture Act. .........................................................17
   SECTION 9.04. Revocation and Effect of Consents. ...........................................................17
   SECTION 9.05. Notation on or Exchange of Securities. .......................................................17
   SECTION 9.06. Trustee to Sign Amendments, etc. .............................................................17
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                            <C>
ARTICLE TEN - CONVERSION OR EXCHANGE OF SECURITIES.............................................................17
   SECTION 10.01. Provisions Relating to Conversion or Exchange of Securities..................................17

ARTICLE ELEVEN - SINKING OR PURCHASE FUNDS.....................................................................17
   SECTION 11.01. Provisions Relating to Sinking or Purchase Funds. ...........................................17

ARTICLE TWELVE - MISCELLANEOUS.................................................................................18
   SECTION 12.01. Trust Indenture Act Controls. ...............................................................18
   SECTION 12.02. Supplemental Indenture Controls. ............................................................18
   SECTION 12.03. Notices. ....................................................................................18
   SECTION 12.04. Communication by Holders With Other Holders. ................................................18
   SECTION 12.05. Certificate and Opinion as to Conditions Precedent. .........................................18
   SECTION 12.06. When Treasury Securities Disregarded. .......................................................19
   SECTION 12.07. Rules by Trustee, Paying Agent, Registrar. ..................................................19
   SECTION 12.08. Legal Holidays. .............................................................................19
   SECTION 12.09. Governing Law And Submission to Jurisdiction. ...............................................19
   SECTION 12.10. Actions by the Company. .....................................................................19
   SECTION 12.11. No Adverse Interpretation of Other Agreements. ..............................................19
   SECTION 12.12. Successors. .................................................................................19
   SECTION 12.13. Duplicate Originals. ........................................................................19
   SECTION 12.14. Table Of Contents, Headings, etc. ...........................................................20
</TABLE>

                                       iii

<PAGE>

        This Indenture (this "Indenture"), dated as of May 15, 2003 is by and
between Thornburg Mortgage, Inc. (the "Company"), a Maryland corporation having
its principal office at 150 Washington Avenue, Suite 302, Santa Fe, New Mexico
87501, and Deutsche Bank Trust Company Americas (the "Trustee"), a New York
banking corporation organized under the laws of the State of New York which has
its corporate trust office at 60 Wall Street, MSNYC 602515, New York, New York,
10005.

        Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Company's debentures, notes
or other evidences of unsecured indebtedness to be issued in one or more series
("Securities"):

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01    DEFINITIONS.

        "Board Resolution" means a resolution by the Board of Directors of the
Company certified by its Secretary as being duly adopted and in full force and
effect.

        "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a Legal Holiday.

        "Capital Stock" means common or preferred stock entitled to share in the
equity or profits of a corporation.

        "Common Stock" means the common stock, par value $0.01 per share, of the
Company, as that stock may be reconstituted from time to time.

        "Company" means the Person named as such in this Indenture until a
successor replaces it and after that means the successor.

        "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business is principally
administered (which at the date of this Indenture is at the location set forth
in the first paragraph of this Indenture).

        "Corporation" includes corporations, associations, companies and
business trusts.

        "Custodian" has the meaning provided in Section 6.01.

        "Default" means any event which, upon the giving of notice or passage of
time, or both, would be an Event of Default.

        "$" means the lawful currency of the United States.

        "Event of Default" has the meaning provided in Section 6.01.

        "Fiscal Year" means the period commencing on January 1st of a year and
ending on December 31st of that same year or such other period (not to exceed 12
months or 53 weeks) as the Company may from time to time adopt as its fiscal
year.

        "Holder" or "Securityholder" means a Person in whose name a Security is
registered on the Registrar's books.

        "Indenture" means this Indenture as amended or supplemented from time to
time and will include the form and terms of the Securities of each series
established as contemplated by Section 2.01.

        "Interest Payment Date" means the date on which an installment of
interest on the Securities is due and payable.

        "Legal Holiday" has the meaning provided in Section 12.08.

        "Maturity Date" means the date the principal of Securities is due and
payable.

        "Officer" means the Chairman of the Board, any Vice Chairman, the
President, the Chief Financial Officer, the Treasurer, any Vice President, the
Secretary or any Assistant Secretary, or the Controller of a Person.

        "Officers' Certificate" when used with respect to the Company means a
certificate signed by two Officers. Each such certificate will comply with
Section 314 of the TIA and include the statements described in Section 12.05.

        "Opinion of Counsel" means a written opinion from legal counsel who is
acceptable to the Trustee. That counsel may be an employee of or counsel to the
Company or the Trustee. Each such opinion will include the statements described
in Section 12.05 if and to the extent required by that Section.

        "Paying Agent" has the meaning provided in Section 2.05.

                                        1

<PAGE>

        "Person" means any individual, corporation, partnership, joint venture,
joint-stock company, trust, unincorporated organization or government or any
government agency or political subdivision.

        "Registrar" has the meaning provided in Section 2.05.

        "SEC" means the Securities and Exchange Commission.

        "Securities" means the debentures, notes or other evidences of unsecured
indebtedness to be issued in one or more series by the Company under this
Indenture.

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

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

        "State" means any state of the United States or the District of
Columbia.

        "Subsidiary" means a corporation of which a majority of the voting stock
is owned by the Company, by a Subsidiary of the Company or by the Company and
one or more Subsidiaries of the Company.

        "Supplemental Indenture" means an indenture between the Company and the
Trustee which supplements this Indenture.

        "TIA" means the Trust Indenture Act of 1939, as amended, as in effect on
the date of this Indenture.

        "Trustee" means the Person named as such in this Indenture and, subject
to the provisions of Article 7, any successor to that person.

        "Trust Officer" means the Chairman of the Board, the President or any
other officer or assistant officer of the Trustee assigned by the Trustee to
administer its corporate trust matters.

        "United States" means the United States of America.

SECTION 1.02.   INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by
reference in and made a part of this Indenture. In addition, the provisions of
Sections 310 to and including 317 of the TIA that impose duties on any person
are incorporated by reference in, and form a part of, this Indenture.

        The following TIA terms mean the following when used in this Indenture:

        "Commission" means the SEC;

        "indenture securities" means the Securities;

        "indenture securityholder" means a Holder;

        "indenture to be qualified" means this Indenture;

        "indenture trustee" or "institutional trustee" means the Trustee; and

        "obligor" on the indenture securities means the Company.

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

SECTION 1.03.   RULES OF CONSTRUCTION. Unless the context otherwise requires:

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

                (2)     an accounting term not otherwise defined has the meaning
        assigned to it in accordance with generally accepted accounting
        principles in the United States;

                (3)     "or" is not exclusive; and

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

                                        2

<PAGE>

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01.   FORM AND DATING.

        (a)     The Securities of each series will be substantially in the form
established by a Supplemental Indenture relating to the Securities of that
series. The Securities may have notations, legends or endorsements required by
law, stock exchange rules or usage. The Company will approve the form of the
Securities and any notation, legend or endorsement on them. Each Security will
be dated the date of its authentication.

        (b)     The Trustee's certificate of authentication will be
substantially in the form of Exhibit A.

SECTION 2.02.   AMOUNT UNLIMITED; ISSUABLE IN SERIES. The aggregate principal
amount of the Securities which may be authenticated and delivered under this
Indenture is unlimited.

        The Securities may be issued in one or more series. Prior to the
issuance of Securities of a series, the Company and the Trustee will execute a
Supplemental Indenture which will set forth as to the Securities of that series,
to the extent applicable:

                (1)     the title of the Securities;

                (2)     any limit upon the aggregate principal amount of
        Securities which may be issued;

                (3)     the date or dates on which the Securities will mature
        and the amounts to be paid upon maturity of the Securities;

                (4)     the rate or rates (which may be fixed or variable) at
        which the Securities will bear interest, if any, the dates from which
        interest will accrue, the dates on which interest will be payable and
        the record date for the interest payable on any interest payment date;

                (5)     the currency or currencies in which principal, premium,
        if any, and interest, if any, on the Securities will be payable;

                (6)     the place or places where principal of, premium, if any,
        and interest, if any, on the Securities will be payable;

                (7)     any provisions regarding the right of the Company to
        redeem Securities or of Holders to require the Company to redeem
        Securities;

                (8)     the right, if any, of Holders of the Securities to
        convert them into stock or other securities of the Company, including
        any provisions intended to prevent dilution of those conversion rights;

                (9)     any provisions by which the Company will be required or
        permitted to make payments to a sinking fund which will be used to
        redeem Securities or a purchase fund which will be used to purchase
        Securities;

                (10)    the percentage of the principal amount of the Securities
        which is payable if maturity of the Securities is accelerated because of
        a default; and

                (11)    any other terms of the Securities.

SECTION 2.03.   DENOMINATIONS. Unless otherwise provided in the supplemental
indenture relating to a series of Securities, the Securities of each series will
be issuable in registered form without coupons in denominations of $1,000 and
multiples of $1,000.

SECTION 2.04.   EXECUTION AND AUTHENTICATION. Two Officers will sign the
Securities of each series for the Company by manual or facsimile signature. The
Company's seal will be reproduced on the Securities. The Trustee shall
authenticate the Securities at the written direction of the Company. In
connection with the authentication of the Securities by the Trustee, the Company
shall provide the Trustee with an incumbency certificate with respect to the
Officers whose signatures appear on the Securities.

                                        3

<PAGE>

        A Security will not be valid until an authorized signatory of the
Trustee manually signs the certificate of authentication on the Security. The
signature will be conclusive evidence that the Security has been authenticated
under this Indenture.

SECTION 2.05.   REGISTRAR AND PAYING AGENT. The Company will maintain an office
or agency where Securities of each series may be presented for conversion,
registration of transfer or for exchange (the "Registrar") and an office or
agency where Securities of each series may be presented for payment ("Paying
Agent"). The Registrar will keep a register of the Securities of each series and
of their transfer and exchange. The Company may have one or more co-registrars
and one or more additional paying agents. The term "Paying Agent" includes any
additional paying agent.

        The Company will enter into an appropriate agency agreement with any
Registrar, Paying Agent or co-registrar not a party to this Indenture which will
incorporate the terms of the TIA. The agreement will implement the provisions of
this Indenture that relate to that agent. The Company will notify the Trustee of
the name and address of any such agent. If the Company fails to maintain a
Registrar or Paying Agent, the Trustee will act as such. The Company or any
Subsidiary may act as Paying Agent, Registrar, co-registrar or transfer agent.

        The Company initially appoints the Trustee to act as Registrar and
Paying Agent in connection with the Securities of each series, except in
instances in which the Supplemental Indenture relating to a series of Securities
appoints a different Registrar or Paying Agent.

SECTION 2.06.   PAYING AGENT TO HOLD MONEY IN TRUST. Prior to each due date of
the principal of, premium, if any, or interest, if any, on any Security, the
Company will deposit with the Paying Agent a sum sufficient to pay that
principal, premium or interest when due. The Paying Agent will hold in trust for
the benefit of the Holders of the Securities of a series, and if the Paying
Agent is not the Trustee, in trust for the benefit of the Trustee, all sums held
by the Paying Agent for the payment of principal, premium or interest on the
Securities of that series and, in the case of a Paying Agent other than the
Trustee, the Paying Agent will give the Trustee notice of any default by the
Company in making any such payment. If the Company or a Subsidiary acts as
Paying Agent, it will segregate the money held by it as Paying Agent and hold it
as a separate trust fund. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee and to account for any funds disbursed
by the Paying Agent. Upon complying with this Section, the Paying Agent will
have no further liability for the money.

SECTION 2.07.   SECURITYHOLDER LISTS. The Trustee will preserve in as current a
form as is reasonably practicable the most recent list available to it of the
names and addresses of the Holders of the Securities of each series. If the
Trustee is not the Registrar, the Company will furnish to the Trustee in writing
(a) at least five Business Days before each Interest Payment Date and (b) at
such other times as the Trustee may request in writing, all information in the
possession or control of the Company or its Paying Agent as to the names and
addresses of Holders of the Securities of a series; PROVIDED, HOWEVER that if
the provisions of (a) and (b) do not provide for the furnishing of such
information at stated intervals of not more than six months, at least as
frequently as semiannually.

SECTION 2.08.   TRANSFER AND EXCHANGE. Unless otherwise provided in the
Supplemental Indenture relating to Securities of a series, Securities which are
issued in registered form will be transferred only upon the surrender of the
Securities for registration of transfer. When a Security is presented to the
Registrar or a co-registrar with a request to register a transfer, the Registrar
will register the transfer as requested if the requirements of Article 8 of the
New York Uniform Commercial Code are met. When Securities are presented to the
Registrar or a co-registrar with a request to exchange them for an equal
principal amount of Securities of the same series of other denominations, the
Registrar will make the exchange as requested if the same requirements are met.
To permit registration of transfers and exchanges, the Company will execute and
the Trustee will authenticate Securities at the Registrar's or co-registrar's
request. The Company will not charge a fee for transfers or exchanges.

        The Company will not be required to make, and the Registrar need not
register, transfers or exchanges of (i) Securities selected for redemption
(except, in the case of Securities to be redeemed in part, transfers or
exchanges of the portion of the Securities not to be redeemed) or (ii) any
Securities of a series for a period of 15 days before the first mailing of a
notice of the Securities of that series which are to be redeemed.

        Prior to the due presentation for registration or transfer of any
Security which was issued in registered form, the Company, the Trustee, the
Paying Agent, the Registrar or any co-registrar may deem and treat the person in
whose name the Security is registered as the absolute owner of the Security for
all purposes, and none of the Company, the Trustee, the Paying Agent, the
Registrar or any co-registrar will be affected by notice to the contrary.

SECTION 2.09.   REPLACEMENT SECURITIES. If a mutilated Security which had been
issued in registered form is surrendered to the Registrar or if the Holder
presents evidence to the satisfaction of the Company and the Trustee that a
Security which had been issued in registered form has been lost or destroyed,
the Company will issue and the Trustee will authenticate a replacement Security
of the same series if the requirements of If required by the Trustee or the
Company, the replacement Security will not be issued until the Holder furnishes
an indemnity bond sufficient in the judgment of the Company and the

                                        4

<PAGE>

Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar
or any co-registrar from any loss which any of them may suffer if the Security
is replaced. The Company may charge the Holder for its expenses in replacing a
Security.

        Every replacement Security will be an obligation of the Company, even if
the replaced Security is subsequently found.

SECTION 2.10.   OUTSTANDING SECURITIES. The Securities outstanding at any time
will be all the Securities authenticated by the Trustee, except those cancelled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding because
the Company or its affiliate holds the Security.

        If a Security is replaced pursuant to Section 2.09, it ceases to be
outstanding unless the Trustee and the Company receive proof satisfactory to
them that the replaced Security is held by a protected purchaser (in which case
the replaced Security will be treated as outstanding to the extent permitted by
Section 8-210 of the New York Uniform Commercial Code).

        If the Paying Agent (other than the Company or a Subsidiary) segregates
and holds in trust, in accordance with this Indenture, on a redemption date or
Maturity Date money sufficient to pay all principal, premium, if any, and
interest, if any, payable on that date with respect to the Securities to be
redeemed or maturing, as the case may be, then on that date those Securities
will cease to be outstanding and interest on them will cease to accrue.

SECTION 2.11.   TEMPORARY SECURITIES. Until definitive Securities of a series
are ready for delivery, the Company may prepare and the Trustee will
authenticate temporary Securities of that series. Temporary Securities will be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without unreasonable
delay, the Company will prepare and the Trustee will authenticate definitive
Securities and deliver them in exchange for temporary Securities.

SECTION 2.12.   CANCELLATION. The Company at any time may deliver Securities of
a series to the Trustee for cancellation and the Trustee will reduce accordingly
the aggregate amount of the Securities of that series which are outstanding. The
Registrar and the Paying Agent will forward to the Trustee any Securities
surrendered to them for registration of transfer, exchange, payment, or
conversion. The Trustee and no one else will cancel and destroy (subject to the
record retention requirements of the Exchange Act) all Securities surrendered
for registration of transfer, exchange, payment, conversion or cancellation and
deliver certificates of such destruction to the Company unless the Company
directs the Trustee to deliver the cancelled Securities to the Company. Subject
to Section 2.09, the Company may not issue new Securities of a series to replace
Securities of the series it has redeemed, paid, converted or delivered to the
Trustee for cancellation.

SECTION 2.13.   DEFAULTED INTEREST. If the Company defaults in a payment of
interest on the Securities of a series, it will pay defaulted interest (plus
interest on such defaulted interest to the extent lawful) to the persons who are
Holders of the Securities of that series on a subsequent special record date,
which date will be at least five Business Days prior to the payment date. The
Company will fix the special record date and payment date, and, at least 15 days
before the special record date, the Company will mail to each Holder of
Securities of that series a notice that states the special record date, the
payment date and the amount of defaulted interest and any interest on that
defaulted interest which is to be paid. Notwithstanding the foregoing, the
Company may pay defaulted interest in any other lawful manner.

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01.   COMPANY'S OPTION TO REDEEM. The Company will have the option to
redeem Securities of a series only to the extent, if any, and only on the terms,
set forth in the Supplemental Indenture relating to the Securities of that
series. If the Company has the option to redeem Securities of a series, unless
otherwise provided in the Supplemental Indenture relating to the series, the
terms of the redemption will include those set forth in Sections 3.02 through
3.06.

SECTION 3.02.   NOTICES TO TRUSTEE. If the Company elects to redeem Securities
of a series, it will notify the Trustee in writing of the redemption date and
the principal amount and series of Securities to be redeemed. The Company will
give each notice provided for in this Section at least 45 days before the
redemption date. If fewer than all the Securities of a series are to be
redeemed, the record date for determining which Securities of the series are to
be redeemed will be selected by the Company, which will give notice of the
record date to the Trustee at least 15 days before the record date.

SECTION 3.03.   SELECTION OF SECURITIES TO BE REDEEMED. If fewer than all the
Securities of a series are to be redeemed at the Company's option, the Trustee
will select the Securities of that series to be redeemed by lot or, in its sole
discretion, pro-rata. The Trustee will make the selection from outstanding
Securities of that series not previously called for redemption. The Trustee may
select for redemption portions of the principal of Securities that have
denominations larger than the

                                        5

<PAGE>

minimum denomination in which Securities of the applicable series may be issued.
Securities and portions of Securities the Trustee selects will be in amounts
equal to the minimum denomination in which Securities of the applicable series
may be issued and multiples of that amount. Provisions of this Indenture that
apply to Securities called for redemption also apply to portions of Securities
called for redemption. The Trustee will notify the Company promptly of the
Securities or portions of Securities to be redeemed.

SECTION 3.04.   NOTICE OF REDEMPTION AT THE COMPANY'S OPTION. At least 30 days
and not more than 60 days before a date set for redemption at the Company's
option, the Company will mail a notice of redemption by first-class mail to each
Holder of Securities to be redeemed in whole or in part.

        The notice will identify the principal amount and series of each
Security to be redeemed and will state:

                (1)     the redemption date;

                (2)     the redemption price plus accrued interest, if any;

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

                (4)     that Securities called for redemption in whole or in
        part must be surrendered to the Paying Agent to collect the redemption
        price plus accrued interest, if any;

                (5)     that, unless the Company defaults in making the
        redemption payment, interest on Securities (or portions of Securities)
        called for redemption will cease to accrue on the redemption date and,
        if applicable, that those Securities (or the portions of then called for
        redemption) will cease on the redemption date (or such other date as is
        provided in the Supplemental Indenture relating to the Securities) to be
        convertible into, or exchangeable for, other securities or assets; and

                (6)     if applicable, the current conversion or exchange price.

        At the Company's written request, the Trustee will give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company will provide the Trustee with the information required by clauses
(1) through (6).

SECTION 3.05.   EFFECT OF NOTICE OF REDEMPTION. Once notice of redemption is
mailed, Securities, or portions of Securities called for redemption will become
due and payable on the redemption date and at the redemption price. Upon
surrender to the Paying Agent, those Securities will be paid at the redemption
price, plus accrued and unpaid interest to the redemption date. On and after the
date fixed for redemption (unless the Company defaults in the payment of the
redemption price, together with interest accrued to the redemption date)
interest on the Securities, or portions of them, which are redeemed will cease
to accrue and any right to convert those Securities into, or exchange them for,
other securities or assets will terminate and those Securities will cease to be
convertible or exchangeable. Failure to give notice or any defect in the notice
to any Holder will not affect the validity of the notice to any other Holder.

SECTION 3.06.   DEPOSIT OF REDEMPTION PRICE. No later than the Business Day
prior to the redemption date specified in a notice of redemption, the Company
will deposit with the Paying Agent (or, if the Company or a Subsidiary is the
Paying Agent, segregate and hold in trust) money sufficient to redeem on the
redemption date all the Securities called for redemption on that redemption date
at the appropriate redemption price, together with accrued interest to the
redemption date, other than Securities or portions of Securities called for
redemption which have been delivered by the Company to the Trustee for
cancellation or Securities which have been surrendered for conversion or
exchange. If any Securities called for redemption are converted or exchanged,
any money deposited with the Paying Agent for redemption of those Securities
will be paid to the Company upon its request, or, if the money is held in trust
by the Company or a Subsidiary as Paying Agent, the money will be discharged
from the trust.

SECTION 3.07.   HOLDER'S RIGHT TO REQUIRE REDEMPTION. Holders of Securities of a
series will have the right to require the Company to redeem those Securities
only to the extent, and only on the terms, set forth in the Supplemental
Indenture relating to the Securities of that series. If Holders of Securities of
a series have the right to require the Company to redeem those Securities,
unless otherwise provided in the Supplemental Indenture relating to the
Securities of that series, the terms of the redemption will include those set
forth in Section 3.08.

SECTION 3.08.   PROCEDURE FOR REQUIRING REDEMPTION. If a Holder has the right to
require the Company to redeem Securities, to exercise that right, the Holder
must deliver the Securities to the Paying Agent, endorsed for transfer and with
the

                                        6

<PAGE>

form on the reverse side entitled "Option to Require Redemption" completed.
Delivery of Securities to the Paying Agent as provided in this Section will
constitute an irrevocable election to cause the specified principal amount of
Securities to be redeemed. When Securities are delivered to the Paying Agent as
provided in this Section, unless the Company fails to make the payments due as a
result of the redemption within 20 days after the Securities are delivered to
the Paying Agent as provided in this Section interest on the Securities will
cease to accrue and, if the Securities are convertible or exchangeable, the
Holder's right to convert or exchange the Securities will terminate.

        The Company's determination of all questions regarding the validity,
eligibility (including time of receipt) and acceptance of any Security for
redemption will be final and binding.

SECTION 3.09.   SECURITIES REDEEMED IN PART. Upon surrender of a Security that
is redeemed in part, the Company will execute and the Trustee will authenticate
and deliver to the Holder (at the Company's expense) a new Security equal of the
same series in principal amount equal to the unredeemed portion of the Security
which was surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01.   PAYMENT OF SECURITIES. The Company will promptly pay or cause to
be paid the principal of, premium, if any, and interest, if any, on each of the
Securities of a series at the places and time and in the manner provided in the
Securities and in the Supplemental Indenture relating to the series. An
installment of principal, premium or interest will be considered paid on the
date it is due if the Trustee or Paying Agent holds on that date in accordance
with this Indenture or the applicable Supplemental Indenture money designated
for and sufficient to pay the installment then due.

        The Company will pay or cause to be paid interest on overdue principal
at the rate specified in the Securities; it will also pay interest on overdue
installments of interest at the same rate (or such other rate as is provided in
the applicable Supplemental Indenture), to the extent lawful.

SECTION 4.02.   REPORTING. The Company will file with the Trustee within 15 days
after filing with the SEC, copies of its annual reports and of the information,
documents, and other reports (or copies of such portions of any of the foregoing
as the SEC may by rules and regulations prescribe) which the Company is required
to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"). The Company also will comply with the other
provisions of TIA Section 314(a).

SECTION 4.03.   CORPORATE EXISTENCE. Subject to Article 5, the Company will do
or cause to be done all things necessary to preserve and keep in full force and
effect its corporate existence, rights (charter and statutory) and franchises;
PROVIDED, HOWEVER, that the Company will not be required to preserve any such
right or franchise if the Board of Directors determines that the preservation of
the right or franchise is no longer desirable in the conduct of the business of
the Company and that its loss will not be disadvantageous in any material
respect to the Holders of Securities of any series.

SECTION 4.04.   COMPLIANCE CERTIFICATE. The Company will deliver to the Trustee
within 120 days after the end of each fiscal year of the Company an Officers'
Certificate stating that in the course of the performance by the signers of
their duties as Officers of the Company they would normally have knowledge of
any default by the Company and whether or not the signers know of any default
that occurred during the fiscal year. If they do, the certificate will describe
the default, its status and what action the Company is taking or proposes to
take with respect thereto. The Company also will comply with TIA Section
314(a)(4).

SECTION 4.05.   FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee, the
Company will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01.   COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS. The
Company will not consolidate with or merge into any other corporation or convey,
transfer or lease its properties and assets substantially as an entirety to any
person, unless:

                                        7

<PAGE>

                (1)     the corporation formed by the consolidation or into
        which the Company is merged or the person which acquires by conveyance
        or transfer, or which leases, the properties and assets of the Company
        substantially as an entirety will be a corporation organized and
        existing under the laws of the United States of America, a State of the
        United States of America or the District of Columbia and expressly
        assumes, by one or more supplemental indentures, executed and delivered
        to the Trustee, in form satisfactory to the Trustee, the due and
        punctual payment of the principal of, premium, if any, and interest, if
        any, on all the Securities of each series and the performance of every
        covenant of this Indenture and of all Supplemental Indentures to be
        performed or observed by the Company;

                (2)     immediately after giving effect to the transaction, no
        Event of Default, and no event which, after notice or lapse of time or
        both, would become an Event of Default, will have occurred and be
        continuing; and

                (3)     the Company has delivered to the Trustee an Officers'
        Certificate and an Opinion of Counsel, each stating that the
        consolidation, merger, conveyance, transfer or lease and the
        supplemental indenture (or the supplemental indentures together) comply
        with this Article and that all the conditions precedent relating to the
        transaction set forth in this Section have been fulfilled.

SECTION 5.02.   SUCCESSOR CORPORATION SUBSTITUTED. Upon any event described in
Section 5.01, the successor corporation will succeed to, and be substituted for,
and may exercise every right and power of, the Company under this Indenture and
all the Supplemental Indentures relating to outstanding series of Securities,
and the predecessor corporation will be relieved of all obligations and
covenants under this Indenture and each of those Supplemental Indentures.

                                   ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01.   EVENTS OF DEFAULT.

        An "Event of Default" occurs if:

                (1)     The Company defaults in the payment of interest on any
        Security of any series when it becomes due and payable and the default
        continues for a period of 30 days (or such other period, which may be no
        period, as is specified in the Supplemental Indenture relating to the
        series);

                (2)     The Company defaults in the payment of the principal of,
        or premium, if any, on any Security of any series as and when it becomes
        due and payable at its stated maturity or upon redemption, acceleration
        or otherwise and, if provided in the Supplemental Indenture relating to
        a series, the default continues for a period specified in the
        Supplemental Indenture;

                (3)     The Company fails to comply with any of its other
        covenants or agreements with regard to Securities of a series or this
        Indenture (other than a covenant or agreement, a default in whose
        performance or whose breach is dealt with specifically elsewhere in this
        Section) and that failure continues for a period of 60 days after the
        date of the notice specified below;

                (4)     the Company, pursuant to any Bankruptcy Law applicable
        to the Company:

        (a)     commences a voluntary case;

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

        (c)     consents to the appointment of a Custodian of it or for any
substantial part of its property; or

        (d)     makes a general assignment for the benefit of its creditors; or

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

        (a)     for relief in an involuntary case;

        (b)     appointing a Custodian of the Company or for any substantial
part of its property; or

                                        8

<PAGE>

        (c)     ordering its winding up or liquidation; and the order or decree
remains unstayed and in effect for 90 days.

        Each of the occurrences described in clauses (1) through (5) will
constitute an Event of Default whatever the reason for the occurrence and
whether it is voluntary or involuntary or is 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.

        The term "Bankruptcy Law" means Title 11 of the UNITED STATES CODE or
any similar United States Federal or State law for the relief of debtors. The
term "Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

        A Default under clause (3) of this Section is not an Event of Default
until the Company notifies the Trustee, or the Holders of at least 25% in
principal amount of the then outstanding Securities of a series with regard to
which the Company has failed to comply with a covenant or agreement notify the
Company and the Trustee, of the Default and the Company does not cure the
Default within 45 days after the giving of the notice. The notice must specify
the Default, demand that it be remedied and state that the notice is a "Notice
of Default."

        A Default under clause (1), (2) or (3) with regard to Securities of a
series will not constitute a Default with regard to Securities of any other
series except to the extent, if any, provided in the Supplemental Indenture
relating to the other series.

        The Company will deliver to the Trustee, within 20 days after it occurs,
written notice in the form of an Officers' Certificate of any event of which the
Company is aware which with the giving of notice and the lapse of time would
become an Event of Default under clause (3), its status and what action the
Company is taking or proposes to take with respect to it.

SECTION 6.02.   ACCELERATION. If an Event of Default as to the Securities of a
series occurs and is continuing, unless the principal of all of the Securities
of the series has already become due and payable, the Trustee by notice to the
Company, or the Holders of at least 25% in aggregate principal amount of the
Securities of the series then outstanding by notice to the Company and the
Trustee, may declare the principal of and accrued interest, if any, on all the
Securities of the series to be due and payable. Upon such a declaration, that
principal and interest will be due and payable immediately. If an Event of
Default specified in Section 6.01(4) or (5) occurs, the principal of, premium,
if any, and accrued interest, if any, on all the Securities will automatically
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Securityholders. The Holders of a majority in
principal amount of the Securities of a series then outstanding, on behalf of
the Holders of all the Securities of the series, by notice to the Trustee may
rescind an acceleration and its consequences if all existing Events of Default
have been cured or waived except nonpayment of principal, premium, if any, or
interest, if any, that has become due solely because of acceleration, and if the
rescission would not conflict with any judgment or decree. No such rescission
will affect any subsequent default or impair any consequent right.

SECTION 6.03.   OTHER REMEDIES. If an Event of Default as to a series occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of, premium, if any, and interest, if any, on the
Securities of the series or to enforce the performance of any provision under
this Indenture or any applicable Supplemental Indenture.

        The Trustee may maintain a proceeding even if it does not possess any of
the Securities or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Securityholder in exercising any right or remedy
accruing upon an Event of Default will not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

SECTION 6.04.   WAIVER OF EXISTING DEFAULTS. The Holders of a majority in
aggregate principal amount of the Securities of a series then outstanding, on
behalf of the Holders of all the Securities of that series, by notice to the
Trustee may consent to the waiver of any past Default with regard to Securities
of the series and its consequences except (i) a default in the payment of
interest or premium, if any, on, or the principal of, Securities of the series,
or (ii) a default in respect of a covenant or a provision that under Section
9.02 cannot be modified or amended without the consent of the Holders of all
Securities of the series then outstanding. The defaults described in clauses (i)
and (ii) in the previous sentence may be waived with the consent of the Holders
of all Securities of the series then outstanding. When a Default or Event of
Default is waived, it is deemed cured and not continuing, but no waiver will
extend to any subsequent or other Default or impair any consequent right.

SECTION 6.05.   CONTROL BY MAJORITY. The Holders of a majority in principal
amount of the Securities of a series then outstanding may direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with regard to the Securities of that series or of exercising any trust
or power conferred on the Trustee with regard to the Securities of that series.
However, the Trustee may refuse to follow any direction that conflicts with law
or this Indenture or, subject to Section 7.01, that the Trustee determines is
unduly prejudicial to the rights of other Securityholders or that would involve
the Trustee in personal liability PROVIDED, HOWEVER, that the Trustee may take
any other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action as a result of a direction given under
this Section, the Trustee will be entitled to indemnification satisfactory to it
in its sole discretion against all losses and expenses caused by taking or not
taking that action.

                                        9

<PAGE>

SECTION 6.06.   PAYMENTS OF SECURITIES ON DEFAULT; SUIT THEREFOR. The Company
covenants that upon the occurrence of an Event of Default described in Section
6.01(1) or (2), then, upon demand of the Trustee, the Company will pay to the
Trustee, for the benefit of the holders of the Securities in all series, the
whole amount that will then have become due and payable on all such Securities
for principal, premium, if any, and interest, with interest on the overdue
principal and premium, if any, and (to the extent that payment of such interest
is enforceable under applicable law) on the overdue installments of interest at
the rate borne by the Securities in all series; and, in addition, such further
amount as will be sufficient to cover the costs and expenses of collection,
including a reasonable compensation to the Trustee, its agents, attorneys and
counsel, and any expenses or liabilities incurred by the Trustee hereunder other
than through its negligence or bad faith. Until such demand by the Trustee, the
Company may pay the principal of and premium, if any, and interest on the
Securities of all series to the registered Holders, whether or not the
Securities in that series are overdue.

SECTION 6.07.   LIMITATION ON SUITS. A Securityholder may not pursue any remedy
with respect to this Indenture unless:

                (1)     the Holder gives to the Trustee written notice stating
        that an Event of Default as to a series is continuing;

                (2)     the Holders of at least 25% in principal amount of the
        Securities of the series then outstanding make a written request to the
        Trustee to pursue the remedy;

                (3)     such Holder or Holders offer to the Trustee reasonable
        security or indemnity satisfactory to the Trustee against any loss,
        liability or expense;

                (4)     the Trustee does not comply with the request within 60
        days after receipt of the request and the offer of security or
        indemnity, and the Event of Default has not been waived; and

                (5)     the Trustee has received no contrary direction from the
        Holders of a majority in principal amount of the Securities of the
        series then outstanding during such 60-day period.

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

SECTION 6.08.   RIGHTS OF HOLDERS TO RECEIVE PAYMENT AND TO DEMAND CONVERSION.
Notwithstanding any other provision of this Indenture, the right of any Holder
of a Security of any series to receive payment of principal of, premium, if any,
and interest, if any, on the Security (and interest on overdue principal and
interest on overdue installments of interest, if any, as provided in Section
4.01), on or after the respective due dates expressed in the Security or, in the
case of redemption, on or after the redemption date, or in the case of
conversion or exchange, to receive the security issuable upon conversion or
exchange or to institute suit for the enforcement of any such payment,
conversion or exchange on or after the applicable due date, redemption date or
conversion or exchange date, as the case may be, against the Company, will not
be impaired or affected without the consent of the Holder.

SECTION 6.09.   COLLECTION SUIT BY TRUSTEE. If an Event of Default in payment of
principal, premium, if any, or interest, if any, specified in clause (1) or (2)
of Section 6.01 occurs and is continuing, the Trustee may recover judgment in
its own name and as trustee of an express trust against the Company for the
whole amount of principal, premium, if any, and interest remaining unpaid
(together with interest on that unpaid interest to the extent lawful) and the
amounts provided for in Section 7.07.

SECTION 6.10.   TRUSTEE MAY FILE PROOFS OF CLAIM. The Trustee may file such
proofs of claim and other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee and the Holders of the Securities of
any or all series allowed in any judicial proceedings relative to the Company,
its creditors or its property and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
payments to the Trustee and, if the Trustee consents to the making of such
payments directly to the Holders, to pay to the Trustee any amount due it for
the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.07.

SECTION 6.11.   RESTORATION OF POSITIONS. If a judicial proceeding by the
Trustee or a Securityholder to enforce any right or remedy under this Indenture
or any Supplemental Indenture is dismissed or decided favorably to the Company,
except as otherwise provided in the judicial proceeding, the Company, the
Trustee and the Securityholders will be restored to the positions they would
have been in if the judicial proceeding had not been instituted.

                                       10

<PAGE>

SECTION 6.12.   PRIORITIES. If the Trustee collects any money pursuant to this
Article 6 with respect to Securities of a series, it will pay out the money or
property in the following order:

        FIRST: to the Trustee for amounts due under Section 7.07;

        SECOND: to Securityholders for amounts due and unpaid on the Securities
of the series for principal and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Securities
of the series for principal and interest, respectively; and

        THIRD: to the Company.

        The Trustee may fix a record date and payment date for any payment to
Holders of Securities of a series pursuant to this Section. At least 15 days
before the record date, the Company will mail to each Holder of Securities of
the series and the Trustee a notice that states the record date, the payment
date and the amount to be paid.

SECTION 6.13.   UNDERTAKING FOR COSTS. In any suit for the enforcement of any
right or remedy under this Indenture or any Supplemental Indenture, or in any
suit against the Trustee for any action taken or omitted by it as Trustee, a
court in its discretion may require the filing by any party litigant in the suit
of an undertaking to pay the costs of the suit, and the court in its discretion
may assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section 6.13 does not
apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or
a suit by Holders of in aggregate more than 10% in principal amount of the
Securities of a series then outstanding, or to any suit instituted by any Holder
for the enforcement of the payment of the principal of, premium, if any, or
interest on any Security held by that Holder on or after the due date provided
in the Security or to any suit for the enforcement of the right to convert or
exchange any Security in accordance with the provisions of a Supplemental
Indenture applicable to that Security.

SECTION 6.14.   STAY, EXTENSION OR USURY LAWS. The Company agrees (to the extent
that it may lawfully do so) that it will not at any time insist upon, or plead,
or in any manner whatsoever claim, and will resist any and all efforts to be
compelled to take the benefit or advantage of, any stay or extension law or any
usury or other law, wherever enacted, now or at any subsequent time in force,
which would prohibit or forgive the Company from paying all or any portion of
the principal of, premium, if any, and/or interest on any of the Securities as
contemplated in this Indenture or a Supplemental Indenture, or which may affect
the covenants or performance of this Indenture, and the Company (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantage of
any such law and agrees that it will not hinder, delay or impede the execution
of any power granted to the Trustee in this Indenture or any Supplemental
Indenture, but (to the extent that it may lawfully do so) will suffer and permit
the execution of any such power as though no such law had been enacted.

SECTION 6.15.   LIABILITY OF STOCKHOLDERS, OFFICERS, DIRECTORS AND
INCORPORATORS. No stockholder, officer, director or incorporator, as such, past,
present or future, of the Company, or any of its successor corporations, will
have any personal liability in respect of the Company's obligations under this
Indenture or any Securities by reason of his or its status as such stockholder,
officer, director or incorporator; PROVIDED, HOWEVER, that nothing in this
Indenture or in the Securities will prevent recourse to and enforcement of the
liability of any stockholder or subscriber to Capital Stock in respect of shares
of Capital Stock which have not been fully paid up.

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01.   DUTIES OF TRUSTEE.

        (a)     If an Event of Default has occurred and is continuing, the
Trustee will exercise the rights and powers vested in it by this Indenture and
any applicable Supplemental Indenture and use the same degree of care and skill
in their exercise as a prudent man would exercise or use under the circumstances
in the conduct of his own affairs.

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

                (i)     the Trustee undertakes to perform such duties and only
        such duties as are specifically set forth in this Indenture and any
        Supplemental Indentures and no implied covenants or obligations will be
        read into this Indenture or any Supplemental Indenture against the
        Trustee; and

                                       11

<PAGE>

                (ii)    the Trustee may conclusively rely, as to the truth of
        the statements and the correctness of the opinions expressed in them,
        upon certificates or opinions furnished to the Trustee and conforming to
        the requirements of this Indenture in the absence of bad faith on the
        Trustee's part; PROVIDED, HOWEVER, that the Trustee will examine the
        certificates and opinions to determine whether or not they substantially
        conform to the requirements of this Indenture.

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

                (1)     this paragraph does not limit the effect of paragraph
        (b) of this Section 7.01;

                (2)     the Trustee will not be liable for any error of judgment
        made in good faith by a Trust Officer, unless it is conclusively
        determined by a court of competent jurisdiction, such determination no
        longer subject to appeal or review, that the Trustee was negligent in
        ascertaining the pertinent facts;

                (3)     the Trustee will not be liable with respect to any
        action it takes or omits to take in good faith in accordance with a
        direction received by it pursuant to Section 6.05; and

                (4)     the Trustee will not be required to expend or risk its
        own funds or otherwise incur financial liability in the performance of
        any of its duties under this Indenture or any Supplemental Indenture or
        in the exercise of any of its rights or powers, if it has reasonable
        grounds to believe repayment of the funds or indemnity satisfactory to
        it against the risk or liability is not reasonably assured to it.

        (d)     Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee is subject to
the provisions of this Section 7.01 and to the provisions of the TIA.

        (e)     The Trustee may refuse to perform any duty or exercise any right
or power unless it receives indemnity satisfactory to it against any loss,
liability or expense.

        (f)     The Trustee will not be liable for interest on any money
received by it except as the Trustee may agree with the Company. Money and U.S.
Government Obligations held in trust by the Trustee need not be segregated from
other funds or items except to the extent required by law.

        (g)     The Trustee shall not be liable with respect to any action taken
or omitted to be taken by it in good faith in accordance with the direction of
the holders of not less than a majority in principal amount of the Securities at
the time outstanding given pursuant to Section 6.05 of this Indenture, relating
to the time, method and place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or power conferred upon the
Trustee under this Indenture or any Supplemental Indenture.

SECTION 7.02.   RIGHTS OF TRUSTEE.

        (a)     The Trustee may conclusively rely, and shall be fully protected
in acting or refraining from acting upon, any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval or other paper or document believed by it to be genuine and to have
been signed or presented by the proper person. The Trustee need not investigate
any fact or matter stated in such documents.

        (b)     Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate or an Opinion of Counsel which conforms to Section
12.05. The Trustee will not be liable for any action it takes or omits to take
in good faith in reliance on such an Officers' Certificate or Opinion of
Counsel.

        (c)     The Trustee may act through agents, attorneys, custodians or
nominees, and will not be responsible for the misconduct or negligence of any
agent, attorney, custodian or nominee appointed with due care.

        (d)     The Trustee will not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers, except conduct which constitutes willful misconduct, negligence or bad
faith.

        (e)     The Trustee may consult with counsel and the advice or any
opinion of counsel shall be full and complete authorization and protection in
respect of any action taken or omitted by it hereunder in good faith and in
accordance with such advice or opinion of counsel.

                                       12

<PAGE>

        (f)     The Trustee will not be required to investigate any facts or
matters stated in any document, but if it decides to investigate any matters or
facts, the Trustee or its agents or attorneys will be entitled to examine the
books, records and premises of the Company.

SECTION 7.03.   INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its individual or
any other capacity may become the owner or pledgee of Securities and may
otherwise deal with the Company or any of its affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

SECTION 7.04.   TRUSTEE'S DISCLAIMER. The Trustee (i) is not responsible for and
makes no representation as to the validity or adequacy of this Indenture, (ii)
will not be responsible for and will not make any representation as to the
validity or adequacy of any Supplemental Indenture, (iii) will not be
accountable for the Company's use of the proceeds from the Securities of any
series, and (iv) will not be responsible for any statement of the Company in
this Indenture or any Supplemental Indenture, other than the Trustee's
certificate of authentication, or in any prospectus used in the sale of any of
the Securities, other than statements, if any, provided in writing by the
Trustee for use in such a prospectus.

SECTION 7.05.   NOTICE OF DEFAULTS. The Trustee will give to the Holders of the
Securities of a series notice of any Default with regard to the Securities of
that series actually known to a Trust Officer, within 90 days after receipt of
such knowledge and in the manner and to the extent provided in TIA Section
313(c), and otherwise as provided in Section 12.03 of this Indenture; PROVIDED,
HOWEVER, that, except in the case of a Default in the payment of the principal
of, or premium, if any, or interest on any Security, the Trustee will be
protected in withholding notice of the Default if and so long as a committee of
its Trust Officers in good faith determines that the withholding of the notice
is in the interests of the Holders of the Securities of the series.

SECTION 7.06.   REPORTS BY TRUSTEE. As specified in any Supplemental Indenture,
the Trustee will mail to each Securityholder, at the name and address which
appears on the registration books of the Company, and to each Securityholder who
has, within the two years preceding the mailing, filed that person's name and
address with the Trustee for that purpose and each Securityholder whose name and
address have been furnished to the Trustee pursuant to Section 2.07, a brief
report dated as of the date specified in such Supplemental Indenture, which
complies with TIA Section 313(a). Reports to Securityholders pursuant to this
Section 7.06 shall be transmitted in the manner and to the extent provided in
TIA Section 313(c). The Trustee also will comply with TIA Section 313(b).

        A copy of each report will at the time of its mailing to Securityholders
be filed with each stock exchange on which Securities are listed and also with
the SEC. The Company will promptly notify the Trustee when the Securities of any
series are listed on any stock exchange and of any delisting of Securities of
any series.

SECTION 7.07.   COMPENSATION AND INDEMNITY. The Company will pay to the Trustee
from time to time reasonable compensation for its services. The Trustee's
compensation will not be limited by any law on compensation of a trustee of an
express trust. The Company will reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Those expenses
will include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. The Company
shall indemnify, defend and hold harmless the Trustee and its officers,
directors, employees, representatives and agents, from and against and reimburse
the Trustee for any and all claims, expenses, obligations, liabilities, losses,
damages, injuries (to person, property, or natural resources), penalties, stamp
or other similar taxes, actions, suits, judgments, reasonable costs and expenses
(including reasonable attorney's and agent's fees and expenses) of whatever kind
or nature regardless of their merit, demanded, asserted or claimed against the
Trustee by reason of its participation in the transactions contemplated hereby,
including without limitation all reasonable costs associated with such claims
for damages to persons or property, and reasonable attorneys' and consultants'
fees and expenses and court costs except to the extent caused by the Trustee's
gross negligence or willful misconduct. The obligations of the Company to
indemnify the Trustee under this Section 7.07 shall survive the termination of
this Indenture or the earlier resignation or removal of the Trustee. The Trustee
will notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company will not relieve the Company of
its obligations under this Section. The Company will defend the claim and the
Trustee may have separate counsel and the Company will pay the fees and expenses
of such counsel. The Company need not pay for any settlement made without its
consent. The Company need not reimburse any expense or indemnify against any
loss, expense or liability incurred by the Trustee to the extent it is due to
the Trustee's own willful misconduct, negligence or bad faith.

        To secure the Company's obligation to make payments to the Trustee under
this Section 7.07, the Trustee will have a lien prior to the Securities on all
money or property held or collected by the Trustee, other than money or property
held in trust to pay principal or interest on particular Securities. The
obligations of the Company under this Section 7.07 to compensate the

                                       13

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Trustee and to pay or reimburse the Trustee for reasonable expenses,
disbursements and advances shall survive the satisfaction and discharge of this
Indenture or the earlier resignation or removal of the Trustee.

        When the Trustee incurs expenses or renders services after an Event of
Default specified in clause (4) or (5) of Section 6.01 occurs, the expenses and
the compensation for the services of the Trustee are intended to constitute
expenses of administration under any Bankruptcy Law.

        For purposes of this Section 7.07, "Trustee" will include any
predecessor Trustee, but the willful misconduct, negligence or bad faith of any
Trustee will not affect the rights of any other Trustee under this Section 7.07.

SECTION 7.08.   REPLACEMENT OF TRUSTEE. The Trustee may resign at any time by so
notifying the Company. The Holders of a majority in aggregate principal amount
of the Securities of all series then outstanding may remove the Trustee by so
notifying the Trustee and the Company and may appoint a successor Trustee. The
Company may remove the Trustee if:

                (1)     the Trustee fails to comply with Section 7.10;

                (2)     the Trustee is adjudged bankrupt or insolvent or an
        order for relief is entered with respect to the Trustee under any
        bankruptcy law;

                (3)     a receiver or other public officer takes charge of the
        Trustee or its property; or

                (4)     the Trustee becomes incapable of acting.

        If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in aggregate principal amount of Securities of all series then
outstanding may appoint a successor Trustee to replace the successor Trustee
appointed by the Company.

        No removal or appointment of a Trustee will be valid if that removal or
appointment would conflict with any law applicable to the Company.

        A successor Trustee will deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately after that, the retiring
Trustee will, subject to the lien provided for in Section 7.07, transfer all
property held by it as a Trustee to the successor Trustee, the resignation or
removal of the retiring Trustee will become effective, and the successor Trustee
will have all the rights, powers and duties of the Trustee under this Indenture
and all Supplemental Indentures. A successor Trustee will mail notice of its
succession to each Securityholder.

        If a successor Trustee does not take office within 60 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Company or the
Holders of a majority in aggregate principal amount of Securities of all series
then outstanding may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

        If the Trustee fails to comply with Section 7.10, any Securityholder may
petition any court of competent jurisdiction for the removal of the Trustee and
the appointment of a successor Trustee.

        Notwithstanding the replacement of the Trustee pursuant to this Section,
the Company's obligations under Section 7.07 will continue for the benefit of
the retiring Trustee.

SECTION 7.09.   SUCCESSOR TRUSTEE BY MERGER, ETC. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all of its
corporate trust assets to, another Person, the resulting, surviving or
transferee Person will, without any further act, be the successor Trustee.

        If at the time a successor by merger, conversion or consolidation to the
Trustee succeeds to the trusts created by this Indenture any of the Securities
have been authenticated but not delivered, the successor to the Trustee may
adopt the certificate of authentication of the predecessor Trustee, and deliver
the Securities which were authenticated by the predecessor Trustee; and if at
that time any of the Securities have not been authenticated, the successor to
the Trustee may authenticate those Securities in its own name as the successor
to the Trustee; and in either case the certificates of authentication will have
the full force provided in this Indenture for certificates of authentication.

SECTION 7.10.   ELIGIBILITY; DISQUALIFICATION. The Trustee will at all times
satisfy the requirements of TIA Section 310(a). The Trustee will at all times
have (or shall be a member of a bank holding company system whose parent
corporation has) a combined capital and surplus of at least $50,000,000 as set
forth in its most recently published annual report of condition, which will be
deemed for this paragraph to be its combined capital and surplus. The Trustee
will comply with TIA Section 310(b).

                                       14

<PAGE>

SECTION 7.11.   PREFERENTIAL COLLECTION OF CLAIMS. The Trustee will comply with
TIA Section 311(a), excluding any creditor relationship listed in TIA Section
311(b). A Trustee who has resigned or been removed will be subject to TIA
Section 311(a) to the extent indicated.

                                  ARTICLE EIGHT

                             DISCHARGE OF INDENTURE

SECTION 8.01.   TERMINATION OF THE COMPANY'S OBLIGATIONS. When (i) the Company
delivers to the Trustee all outstanding Securities of all series (other than
Securities replaced pursuant to Section 2.09) for cancellation or (ii) all
outstanding Securities of all series have become due and payable, or are due and
payable within one year or are to be called for redemption within one year,
under arrangements satisfactory to the Trustee for giving the notice of
redemption, and the Company irrevocably deposits in trust with the Trustee
(subject to Article Eleven) money or U.S. Government Obligations sufficient to
pay the principal, premium, if any, and interest, if any, on the Securities of
all series to maturity or redemption, as the case may be, and if, in the case of
either (i) or (ii) above the Company also pays or causes to be paid all other
sums payable by the Company under this Indenture, then this Indenture will cease
to be of further effect.

        Notwithstanding the foregoing, the Company's obligations to pay
principal, premium, if any, and interest, if any, on the Securities and the
Company's obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 7.07, 7.08 and
in Article Ten will survive until all the Securities of all series are no longer
outstanding. Thereafter, the Company's obligations in Section 7.07 will survive.

        Before or after a deposit the Company may make arrangements satisfactory
to the Trustee for the redemption of Securities of a series at a future date to
the extent the Securities are redeemable in accordance with Article Three and
the applicable Supplemental Indenture.

        After a deposit pursuant to this Section 8.01 or after all outstanding
Securities of all series have been delivered to the Trustee for cancellation,
the Trustee upon request from the Company, accompanied by an Officers'
Certificate and an Opinion of Counsel which complies with Section 12.05, and at
the cost of the Company, will acknowledge in writing the satisfaction and
discharge of the Company's obligations under the Securities of all series and
this Indenture except for those surviving obligations specified above.

        In order to have money available on payment dates to pay principal,
premium, if any, or interest, if any, on the Securities of a series, the U.S.
Government Obligations will be payable as to principal, premium, if any, or
interest on or before those payment dates in amounts sufficient to provide the
necessary money. U.S. Government Obligations used for this purpose may not be
callable at the issuer's option.

        "U.S. Government Obligations" means:

                (1)     direct obligations of the United States for the payment
        of which its full faith and credit is pledged; or

                (2)     obligations of a person controlled or supervised by and
        acting as an agency or instrumentality of the United States the payment
        of which is unconditionally guaranteed as a full faith and credit
        obligation by the United States.

SECTION 8.02.   APPLICATION OF TRUST MONEY. Subject to Article Eleven and
Section 8.03, the Trustee will hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 8.01. It will apply the
deposited money and the money from the U.S. Government Obligations through the
Paying Agent and in accordance with this Indenture and any applicable
Supplemental Indentures to the payment of principal of, premium, if any, and
interest, if any, on the Securities with regard to which the money or U.S.
Government Obligations were deposited.

SECTION 8.03.   REPAYMENT TO THE COMPANY. The Trustee and the Paying Agent will
promptly pay to the Company upon request any excess money or securities held by
them at any time. The Trustee and the Paying Agent will, subject to applicable
escheatment laws, pay to the Company upon request any money held by them for the
payment of principal, premium or interest that remains unclaimed for two years.
After such payment, the Holder of any Securities shall thereafter look to the
Company for any payment which such Holder may be entitled to collect, and all
liability of the Trustee and the Paying Agent with respect to that money will
cease.

                                       15

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                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01.   WITHOUT CONSENT OF HOLDERS. The Company and the Trustee may
amend or supplement this Indenture or the Securities without notice to or
consent of any Securityholder:

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

                (2)     to comply with Article 5;

                (3)     to establish the form and terms of the Securities of any
        series as contemplated in Article Two of this Indenture;

                (4)     to provide for uncertificated Securities in addition to
        or in place of certificated Securities; or

                (5)     to make any change that does not materially adversely
        affect the rights of any Securityholder.

        After an amendment under this Section becomes effective, the Company
will mail to the Securityholders a notice briefly describing the amendment. The
failure to give such notice to all Securityholders, or any defect in a notice,
will not impair or affect the validity of an amendment under this Section.

SECTION 9.02.   WITH CONSENT OF HOLDERS. The Company and the Trustee may (i)
amend or supplement this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of a majority in
aggregate principal amount of the Securities of all series then outstanding or
(ii) supplement this Indenture with regard to a series of Securities, amend or
supplement a Supplemental Indenture relating to a series of Securities, or amend
the Securities of a series, without notice to any Securityholder but with the
written consent of the Holders of a majority in aggregate principal amount of
the Securities of that series then outstanding. The Holders of a majority in
principal amount of the Securities of all series then outstanding may waive
compliance by the Company with any provision of this Indenture or the Securities
without notice to any Securityholder. The Holders of a majority in principal
amount of the Securities of any series then outstanding may waive compliance
with any provision of this Indenture, any Supplemental Indenture or the
Securities of that series with regard to the Securities of that series without
notice to any Securityholder. However, without the consent of the Holder so
affected, no amendment, supplement or waiver, including a waiver pursuant to
Section 6.04, may:

                (1)     extend the fixed maturity of any Security, reduce the
        rate or extend the time for payment of interest on any Security, reduce
        the principal amount of any Security or premium, if any, on any
        Security;

                (2)     (2) impair or affect the right of a Holder to institute
        suit for the payment of interest, if any, principal or premium, if any,
        on the Securities;

                (3)     change the currency in which the Securities are payable
        from that specified in the Securities or in a Supplemental Indenture
        applicable to the Securities;

                (4)     impair the right, if any, to convert the Securities
        into, or exchange the Securities for, other securities or assets;

                (5)     reduce the percentage of Securities required to consent
        to an amendment, supplement or waiver;

                (6)     reduce the amount payable upon the redemption of any
        Security or change the time at which any Security may or will be
        redeemed;

                (7)     modify the provisions of any Supplemental Indenture with
        respect to subordination of the Securities of a series in a manner
        adverse to the Securityholders; or

                (8)     make any change in Section 6.04 or 6.08 or the fifth
        sentence of this Section.

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

                                       16

<PAGE>

SECTION 9.03.   COMPLIANCE WITH TRUST INDENTURE ACT. Every amendment or
supplement to this Indenture, any Supplemental Indenture or the Securities will
comply with the TIA as then in effect.

SECTION 9.04.   REVOCATION AND EFFECT OF CONSENTS. A consent to an amendment,
supplement or waiver by a Holder of a Security will bind the Holder and every
subsequent Holder of a Security or portion of a Security that evidences the same
debt as the consenting Holder's Security, even if notation of the consent is not
made on any Security. However, any such Holder or subsequent Holder may revoke
the consent as to the Holder's Security or portion of a Security. For a
revocation to be effective, the Trustee must receive notice of the revocation
before the date the amendment, supplement or waiver becomes effective. After an
amendment, supplement or waiver becomes effective in accordance with its terms,
it will bind every Holder of every Security of every series to which it applies.

SECTION 9.05.   NOTATION ON OR EXCHANGE OF SECURITIES. If an amendment changes
the terms of a series of Securities, the Trustee may require the Holder of a
Security of the series to deliver the Holder's Security to the Trustee, who will
place an appropriate notation about the amendment, supplement or waiver on the
Security and will return it to the Holder. Alternatively, the Company may, in
exchange for the Security, issue, and the Trustee will authenticate, a new
Security that reflects the amendment, supplement or waiver.

SECTION 9.06.   TRUSTEE TO SIGN AMENDMENTS, ETC. The Trustee will sign any
amendment, supplement or waiver authorized pursuant to Article Two or this
Article Nine if the amendment, supplement or waiver does not adversely affect
the rights, liabilities or immunities of the Trustee. If it does adversely
affect those rights, liabilities or immunities, the Trustee may but need not
sign it. The Company may not sign an amendment or supplement until the amendment
or supplement is approved by an appropriate Board Resolution. The Trustee shall
be entitled to receive an Officer's Certificate and opinion of counsel stating
that such amendment, supplement or waiver is authorized and that all conditions
precedent to the execution of such document have been met.

                                   ARTICLE TEN

                      CONVERSION OR EXCHANGE OF SECURITIES

SECTION 10.01.  PROVISIONS RELATING TO CONVERSION OR EXCHANGE OF SECURITIES. Any
rights which Holders of Securities of a series will have to convert those
Securities into other securities of the Company or to exchange those Securities
for securities of other Persons or other assets, including but not limited to
the terms of the conversion or exchange and the circumstances, if any, under
which those terms will be adjusted to prevent dilution or otherwise, will be set
forth in a Supplemental Indenture relating to the series of Securities. In the
absence of provisions in a Supplemental Indenture relating to a series of
Securities setting forth rights to convert or exchange the Securities of that
series into or for other securities or assets, Holders of the Securities of that
series will not have any such rights.

                                 ARTICLE ELEVEN

                            SINKING OR PURCHASE FUNDS

SECTION 11.01.  PROVISIONS RELATING TO SINKING OR PURCHASE FUNDS. Any
requirements that the Company make, or rights of the Company to make at its
option, payments prior to maturity of the Securities of a series which will be
used as a fund with which to redeem or to purchase Securities of that series,
including but not limited to provisions regarding the amount of the payments,
when the Company will be required, or will have the option, to make the payments
and when the payments will be applied, will be set forth in a Supplemental
Indenture relating to the series of Securities. In the absence of provisions in
a Supplemental Indenture relating to a series of Securities setting forth
requirements that the Company make, or rights of the Company to make at its
option, payments to be used as a fund with which to redeem or purchase
Securities of the series, the Company will not be subject to any such
requirements and will not have any such rights. However, unless otherwise
specifically provided in a Supplemental Indenture relating to a series of
Securities, the Company will at all times have the right to purchase Securities
from Holders in market transactions or otherwise.

                                       17

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                                 ARTICLE TWELVE

                                  MISCELLANEOUS

SECTION 12.01.  TRUST INDENTURE ACT CONTROLS. If any provision of this Indenture
or any Supplemental Indenture limits, qualifies or conflicts with the duties
imposed by Sections 310 through 317 of the TIA, the imposed duties will control.

SECTION 12.02.   SUPPLEMENTAL INDENTURE CONTROLS. If any provision of a
Supplemental Indenture relating to a series of Securities is inconsistent with
any provision of this Indenture, the provision of the Supplemental Indenture
will control with regard to the Securities of the series to which it relates.

SECTION 12.03.  NOTICES. Any notice or communication under or relating to this
Indenture or any Supplemental Indenture will be sufficiently given if in writing
and delivered in person or mailed by first-class mail, certified or registered,
return receipt requested, addressed as follows:

if to the Company:           Thornburg Mortgage, Inc.
                             150 Washington Avenue, Suite 302
                             Santa Fe, New Mexico 87501
                             Attention: Larry Goldstone, President

if to the Trustee:           Deutsche Bank Trust Company Americas
                             60 Wall Street
                             MSNYC 602515
                             New York, NY  10005
                             Attention:  Roni Gannon, Corporate Trust Department

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

        Any notice or communication mailed to a Securityholder will be mailed to
the Securityholder at the Securityholder's address as it appears on the
registration books of the Registrar and will be sufficiently given to the
Securityholder if so mailed within the time prescribed.

        Failure to mail a notice or communication to a Securityholder or any
defect in it will not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

        If by reason of the suspension of regular mail service, or by reason of
any other cause, it is impossible to mail any notice as required by this
Indenture or any Supplemental Indenture, then any method of notification which
is approved by the Trustee will constitute a sufficient mailing of the notice.

        The Company may set a record date for purposes of determining the
identity of Securityholders entitled to vote or consent to any action by vote or
consent authorized or permitted by Sections 6.04 and 6.05. The record date will
be the later of 30 days prior to the first solicitation of consents or the date
of the most recent list of Holders furnished to the Trustee pursuant to Section
2.07 prior to the solicitation.

SECTION 12.04.  COMMUNICATION BY HOLDERS WITH OTHER HOLDERS. Securityholders may
communicate pursuant to TIA Section 312(b) with other Securityholders with
respect to their rights under this Indenture or the Securities. Each of the
Company, the Trustee, the Registrar and anyone else will have the protection of
TIA Section 312(c).

SECTION 12.05.  CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT. Upon any
request or application by the Company to the Trustee to take any action under
this Indenture or any Supplemental Indenture, the Company will furnish to the
Trustee:

                (1)     an Officers' Certificate stating that, in the opinion of
        the signer, all conditions precedent, if any, provided for in this
        Indenture or any Supplemental Indenture relating to the proposed action
        have been complied with;

                (2)     an Opinion of Counsel stating that, in the opinion of
        such counsel, all those conditions precedent have been complied with;
        and

                                       18

<PAGE>

                (3)     such other opinions and certificates as may be required
        by applicable provisions of this Indenture or the Supplemental
        Indenture.

        Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture or a Supplemental Indenture will
include (i) a statement that the person making the certificate or opinion has
read the covenant or condition; (ii) a brief statement as to the nature and
scope of the examination or investigation upon which the statements or opinions
contained in the certificate or opinion are based; (iii) a statement that, in
the opinion of the person giving the certificate or opinion, that person has
made such examination or investigation as is necessary to enable that person to
express an informed opinion as to whether or not the covenant or condition has
been complied with; and (iv) a statement as to whether or not, in the opinion of
that person, the condition or covenant has been complied with. Nothing in this
Section 12.05 will be construed as requiring that the Company furnish to the
Trustee any evidence of compliance with the conditions and covenants provided
for in this Indenture or any Supplemental Indenture other than the evidence
specified in this Section 12.05.

SECTION 12.06.  WHEN TREASURY SECURITIES DISREGARDED. In determining whether the
Holders of the required principal amount of Securities have concurred in any
direction, waiver or consent, Securities owned by the Company, or anyone under
direct or indirect control or under direct or indirect common control with the
Company will be disregarded and deemed not to be outstanding, except that for
the purposes of determining whether the Trustee will be protected in relying on
any such direction, waiver or consent, only Securities which the Trustee knows
are so owned will be so disregarded. Securities so owned which have been pledged
in good faith will not be disregarded if the pledgee establishes to the
satisfaction of the Trustee the pledgee's right to act with respect to the
Securities and that the pledgee is not the Company or a person directly or
indirectly controlling or controlled by, or under common control with, the
Company. Nothing in this Section 12.06 will be construed as requiring that the
Company furnish to the Trustee any evidence of compliance with the conditions
and covenants provided for in the Indenture other than the evidence specified in
this Section 12.06.

SECTION 12.07.  RULES BY TRUSTEE, PAYING AGENT, REGISTRAR. The Trustee may make
reasonable rules for action by or at a meeting of Securityholders. The Paying
Agent or Registrar may make reasonable rules for its functions.

SECTION 12.08.  LEGAL HOLIDAYS. A "Legal Holiday" is a Saturday, a Sunday, or a
day on which banking institutions are not required to be open in the State of
New York. If a payment date is a Legal Holiday at a place of payment, payment
may be made at that place on the next succeeding day that is not a Legal
Holiday, and no interest on the sum being paid will accrue for the intervening
period.

SECTION 12.09.  GOVERNING LAW AND SUBMISSION TO JURISDICTION. The laws of the
State of New York will govern this Indenture, each Supplemental Indenture and
the Securities. The Company submits to the jurisdiction of the courts of the
State of New York sitting in the Borough of Manhattan, City of New York, and of
the United States District Court for the Southern District of New York, in any
action or proceeding to enforce any of its obligations under this Indenture or
any Supplemental Indenture or with regard to the Securities, and agrees not to
seek a transfer of any such action or proceeding on the basis of inconvenience
of the forum or otherwise (but the Company will not be prevented from removing
any such action or proceeding from a state court to the United States District
Court for the Southern District of New York). The Company agrees that process in
any such action or proceeding may be served upon it by registered mail or in any
other manner permitted by the rules of the court in which the action or
proceeding is brought.

SECTION 12.10.  ACTIONS BY THE COMPANY. Any action or proceeding brought by the
Company to enforce any right, assert any claim or obtain any relief in
connection with this Indenture, any Supplemental Indenture or the Securities
will be brought by the Company exclusively in the courts of the State of New
York sitting in the Borough of Manhattan, City of New York or in the United
States District Court for the Southern District of New York.

SECTION 12.11.  NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS. Neither this
Indenture nor any Supplemental Indenture may be used to interpret another
indenture, loan or debt agreement of the Company or any Subsidiary. No such
indenture, loan or debt agreement may be used to interpret this Indenture or any
Supplemental Indenture.

SECTION 12.12.  SUCCESSORS. All agreements of the Company in this Indenture, any
Supplemental Indentures and the Securities will bind its successors. All
agreements of the Trustee in this Indenture and any Supplemental Indentures will
bind its successors.

SECTION 12.13.  DUPLICATE ORIGINALS. The parties may sign any number of copies
of this Indenture or any Supplemental Indenture. Each signed copy will be an
original, but all of them together will represent the same agreement.

                                       19

<PAGE>

SECTION 12.14.  TABLE OF CONTENTS, HEADINGS, ETC. The table of contents,
cross-reference sheet and headings of the Articles and Sections of this
Indenture have been inserted for convenience of reference only. They are not to
be considered a part of this Indenture, and will in no way modify or restrict
any of the terms or provisions of this Indenture.

                                       20

<PAGE>

        IN WITNESS WHEREOF, the parties to this Indenture have caused it to be
duly executed as of the day and year first above written.

                                  THORNBURG MORTGAGE, INC.

                                  By:  /s/ Larry A. Goldstone
                                       ----------------------------------------
                                  Name: Larry A. Goldstone
                                  Title: President and Chief Operating Officer

                                  DEUTSCHE BANK TRUST COMPANY AMERICAS

                                  By:  /s/ Susan Johnson
                                       ----------------------------------------
                                  Name:  Susan Johnson
                                  Title: Vice President

                                       21

<PAGE>

                                    EXHIBIT A

                [FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION]

        This is one of the Securities of the series described in the
within-mentioned Indenture and Supplemental Indenture.

                                  [TRUSTEE]
                                     as Trustee

                                  By:
                                     -------------------------------------------
                                  Authorized Signature

                                       22

</TEXT>
</DOCUMENT>
