Form of Indenture



  
 EXHIBIT 4.1 

 
 THE MONEY TREE INC. 
  
 SUBORDINATED DEMAND NOTES 
  

  
 INDENTURE 
  
 DATED AS OF                     , 2005 
  

  
 U.S. BANK NATIONAL ASSOCIATION 
  
 AS

  
 TRUSTEE 
  









 CROSS-REFERENCE TABLE 
  

			
	 Trust Indenture
 Act
Section

	  	 Indenture
 Section


	 310(a)(1)
	  	7.10
	      (a)(2)	  	10
	      (a)(3)	  	N.A.
	      (a)(4)	  	N.A.
	      (b)	  	7.8; 7.10; 11.2
	      (c)	  	N.A.
	 311(a)
	  	7.11
	      (b)	  	7.11
	      (c)	  	N.A.
	 312(a)
	  	2.6
	      (b)	  	11.3
	      (c)	  	11.3
	 313(a)
	  	7.6
	      (b)(1)	  	N.A.
	      (b)(2)	  	7.6
	      (c)	  	11.2
	      (d)	  	7.6
	314(a)	  	4.2; 11.2
	      (b)	  	N.A.
	      (c)(1)	  	11.4
	      (c)(2)	  	11.4
	      (c)(3)	  	N.A.
	      (d)	  	N.A.
	      (e)	  	11.5
	      (f)	  	4.3
	315(a)	  	7.1(b)
	      (b)	  	7.5; 11.2
	      (c)	  	7.1(a)
	      (d)	  	7.1(c)
	      (e)	  	6.11
	316(a)(last sentence)	  	2.10
	      (a)(1)(A)	  	6.5
	      (a)(1)(B)	  	6.4
	      (a)(2)	  	N.A.
	      (b)	  	6.7
	317(a)(1)	  	6.8
	      (a)(2)	  	6.9
	      (b)	  	2.5
	318(a)	  	11.1

  
 N.A. means not
applicable. 
  
 * This Cross-Reference Table is not part of the
Indenture. 
  

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 TABLE OF CONTENTS

  

					
	ARTICLE 1	  	 
	DEFINITIONS AND INCORPORATION BY REFERENCE	  	 
			
	 Section 1.1.
	  	Definitions	  	1
	 Section 1.2.
	  	Other Definitions	  	2
	 Section 1.3.
	  	Incorporation by Reference of TIA	  	3
	 Section 1.4.
	  	Rules of Construction	  	3
		
	ARTICLE 2	  	 
	THE DEMAND NOTES	  	 
			
	 Section 2.1.
	  	Form and Dating	  	3
	 Section 2.2.
	  	Terms	  	4
	 Section 2.3.
	  	Execution	  	4
	 Section 2.4.
	  	Registrar and Paying Agent	  	4
	 Section 2.5.
	  	Paying Agent to Hold Money in Trust	  	5
	 Section 2.6.
	  	Certificateholder Lists	  	5
	 Section 2.7.
	  	Transfer and Exchange	  	5
	 Section 2.8.
	  	Replacement Demand Notes	  	5
	 Section 2.9.
	  	Outstanding Demand Notes	  	6
	 Section 2.10.
	  	Treasury Demand Notes	  	6
	 Section 2.11.
	  	Temporary Demand Notes	  	6
	 Section 2.12.
	  	Cancellation	  	6
		
	ARTICLE 3	  	 
	REDEMPTION	  	 
			
	 Section 3.1.
	  	Applicability of Article	  	7
	 Section 3.2.
	  	Notices to Trustee	  	7
	 Section 3.3.
	  	Selection of Demand Notes to be Redeemed	  	7
	 Section 3.4.
	  	Notice of Redemption	  	7
	 Section 3.5.
	  	Effect of Notice of Redemption	  	8
	 Section 3.6.
	  	Deposit of Redemption Price	  	8
	 Section 3.7.
	  	Demand Notes Redeemed in Part	  	8
	 Section 3.8.
	  	Redemption if Balance Falls Below $25	  	8
		
	ARTICLE 4	  	 
	COVENANTS	  	 
			
	 Section 4.1.
	  	Payment of Demand Notes	  	8
	 Section 4.2.
	  	SEC Reports	  	9
	 Section 4.3.
	  	Compliance Certificate	  	9
	 Section 4.4.
	  	Usury Laws	  	9
	 Section 4.5.
	  	Money for Demand Note Payments to be Held in Trust	  	9
	 Section 4.6.
	  	Continued Existence	  	10

  

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	ARTICLE 5	  	 
	SUCCESSORS	  	 
			
	 Section 5.1.
	  	When Company May Merge, Etc.	  	10
		
	ARTICLE 6	  	 
	DEFAULTS AND REMEDIES	  	 
	Section 6.1.	  	Events of Default	  	11
	Section 6.2.	  	Acceleration	  	12
	Section 6.3.	  	Other Remedies	  	12
	Section 6.4.	  	Waiver of Past Defaults	  	12
	Section 6.5.	  	Control by Majority	  	12
	Section 6.6.	  	Limitation on Suits	  	13
	Section 6.7.	  	Rights of Holders to Receive Payment	  	13
	Section 6.8.	  	Collection Suit by Trustee	  	13
	Section 6.9.	  	Trustee May File Proofs of Claim	  	14
	Section 6.10.	  	Priorities	  	14
	Section 6.11.	  	Undertaking for Costs	  	14
		
	ARTICLE 7	  	 
	TRUSTEE	  	 
			
	 Section 7.1.
	  	Duties of Trustee	  	14
	Section 7.2.	  	Rights of Trustee	  	15
	Section 7.3.	  	Individual Rights of Trustee	  	16
	Section 7.4.	  	Trustee’s Disclaimer	  	16
	Section 7.5.	  	Notice of Defaults	  	16
	Section 7.6.	  	Reports by Trustee to Holders	  	16
	Section 7.7.	  	Compensation and Indemnity	  	17
	Section 7.8.	  	Replacement of Trustee	  	17
	Section 7.9.	  	Successor Trustee by Merger, Etc.	  	18
	Section 7.10.	  	Eligibility; Disqualification	  	18
	Section 7.11.	  	Preferential Collection of Claims Against Company	  	18
		
	ARTICLE 8	  	 
	DISCHARGE OF INDENTURE; DEFEASANCE	  	 
			
	 Section 8.1.
	  	Termination of Company’s Obligations	  	19
	 Section 8.2.
	  	Legal Defeasance and Covenant Defeasance	  	19
	 Section 8.3.
	  	Conditions to Legal Defeasance or Covenant Defeasance	  	21
	 Section 8.4.
	  	Application of Trust Money	  	22
	 Section 8.5.
	  	Repayment to the Company	  	22

  

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	ARTICLE 9	  	 
	AMENDMENTS	  	 
			
	 Section 9.1.
	  	Without Consent of Holders	  	22
	 Section 9.2.
	  	With Consent of Holders	  	23
	 Section 9.3.
	  	Compliance with Trust Indenture Act	  	23
	 Section 9.4.
	  	Revocation and Effect of Consents	  	24
	 Section 9.5.
	  	Notation on or Exchange of Demand Notes	  	24
	 Section 9.6.
	  	Trustee Protected	  	24
		
	ARTICLE 10	  	 
	SUBORDINATION	  	 
			
	 Section 10.1.
	  	Agreement to Subordinate	  	24
	 Section 10.2.
	  	Certain Definitions	  	24
	 Section 10.3.
	  	Liquidation; Dissolution; Bankruptcy	  	25
	 Section 10.4.
	  	Default on Senior Debt	  	25
	 Section 10.5.
	  	Acceleration of Demand Notes	  	26
	 Section 10.6.
	  	When Distribution Must Be Paid Over	  	26
	 Section 10.7.
	  	Notice by Company	  	26
	 Section 10.8.
	  	Subrogation	  	27
	 Section 10.9.
	  	Relative Rights	  	27
	 Section 10.10.
	  	Subordination may not be Impaired by Company	  	27
	 Section 10.11.
	  	Distribution or Notice to Representative	  	27
	 Section 10.12.
	  	Rights of Trustee and Paying Agent	  	27
	 Section 10.13.
	  	Trust Moneys Not Subordinated	  	28
	 Section 10.14.
	  	Trustee Not Fiduciary for Holders of Senior Debt	  	28
		
	ARTICLE 11	  	 
	MISCELLANEOUS	  	 
			
	 Section 11.1.
	  	TIA Controls	  	28
	 Section 11.2.
	  	Notices	  	28
	 Section 11.3.
	  	Communication by Holders With Other Holders	  	29
	 Section 11.4.
	  	Certificate and Opinion as to Conditions Precedent	  	29
	 Section 11.5.
	  	Statements Required in Certificate or Opinion	  	29
	 Section 11.6.
	  	Rules by Trustee and Agents	  	29
	 Section 11.7.
	  	Legal Holidays	  	30
	 Section 11.8.
	  	No Recourse Against Others	  	30
	 Section 11.9.
	  	Duplicate Originals	  	30
	 Section 11.10.
	  	Variable Provisions	  	30
	 Section 11.11.
	  	Governing Law	  	30
	 Section 11.12.
	  	No Adverse Interpretation of Other Agreements	  	31
	 Section 11.13.
	  	Successors	  	31
	 Section 11.14.
	  	Severability	  	31

  

 iv 








  
 INDENTURE dated as of
                    , 2005, between The Money Tree Inc., a Georgia corporation (“Company”), and U.S. Bank National Association, a
national banking association (“Trustee”). 
  
 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 Subordinated Demand Notes: 
  
 ARTICLE 1 
  
 DEFINITIONS AND INCORPORATION BY REFERENCE 
  
 Section 1.1. Definitions. 
  
 “Affiliate” means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company. 
  
 “Agent” means any Registrar, Paying Agent or co-registrar. 
  
 “Board of Directors” means the Board of Directors of the
Company or any authorized committee of the Board. 
  
 “Company” means the party named as such above until a successor replaces it and thereafter means the successor or any other obligor with respect to the Demand Notes. 
  
 “Company Order” means an order signed in the name of the
Company by its President or a Vice President, and by its Treasurer or Secretary, and delivered to the Trustee. 
  
 “Date of Issue” means the date that the Company receives proper documentation and the funds for the purchase of a Demand Note if such
funds are received prior to 3:00 p.m. on a business day or the next business day if the Company receives such funds on a non-business day or after 3:00 p.m. on a business day. For this purpose, the Company’s business days will be deemed to be
Monday through Friday, except on Georgia legal holidays. 
  
 “Debentures” means the Series A Variable Rate Subordinated Debentures issued by the Company under a separate Indenture ranking pari passu with the Demand Notes issued hereunder. 
  
 “Default” means any event which is, or after notice or
passage of time would be, an Event of Default. 
  
 “Demand
Notes” means the Subordinated Demand Notes described herein issued under this Indenture. 
  
 “Holder” or “Certificateholder” means a person in whose name a Demand Note is registered. 
  
 “Indenture” means this Indenture as amended from time to
time. 
  









 “Officers’ Certificate” means a certificate signed by an officer of the Company.

  
 “Opinion of Counsel” means a written opinion
from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee. 
  
 “Person” means any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof. 
  
 “Principal” of a debt security means the principal of the security plus the premium, if any, on the security. 
  

“SEC” means the United States Securities and Exchange Commission. 
  
 “Stated Maturity,” when used with respect to a Demand Note, means the date specified in such Demand Note as
the fixed date on which the principal of such Demand Note and any accrued but unpaid interest is due and payable. 
  
 “Subsidiary” means any person of which at least a majority of capital stock having ordinary voting power for the election of directors or
other governing body of such person is owned by the Company directly or through one or more subsidiaries. 
  
 “TIA” means the Trust Indenture Act of 1939 (15 U.S. Code 77aaa-77bbbb) as in effect on the date of execution of this Indenture.

  
 “Trustee” means the party named as such above
until a successor replaces it and thereafter means the successor. 
  
 “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. 
  
 Section 1.2. Other Definitions. 
  

			
	 Term

	  	 Defined in
 Section


	 “Additional Interest”
	  	2.2(b)
	 “Bankruptcy Law”
	  	6.1
	 “Custodian”
	  	6.1
	 “Debt”
	  	10.2
	 “Event of Default”
	  	6.1
	 “Legal Holiday”
	  	11.7
	 “Officer”
	  	11.10
	 “Representative”
	  	10.2
	 “Senior Debt”
	  	10.2
	 “U.S. Government Obligations”
	  	8.1

  

 2 








 Section 1.3. Incorporation by Reference of TIA. 
  
 Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of
this Indenture. 
  
 The following TIA terms used in this Indenture
have the following meanings: 
  
 “Indenture
Securities” means the Demand Notes; 
  
 “Indenture Security Holder” means a Certificateholder; 
  
 “Indenture to be Qualified” means this Indenture; 
  
 “Indenture Trustee” or “Institutional Trustee” means the Trustee; and 
  
 “Obligor” on the Demand Notes means the Company. 

 
 All other terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute, or defined by SEC rule under the TIA have the meanings assigned to them. 
  
 Section 1.4. 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 United States generally accepted accounting principles in effect on the date of execution
of this Indenture; 

  

	 	(3)	“or” is not exclusive; 

  

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

  

	 	(5)	provisions apply to successive events and transactions. 

  
 ARTICLE 2 
  
 THE DEMAND NOTES 
  
 Section 2.1. Form and Dating. 
  
 The Demand Notes
shall be substantially in the form of EXHIBIT A, with such appropriate insertions, omissions, substitutions and other variations required or permitted by this Indenture. The Demand Notes may have notations, legends or endorsements required by law,
stock exchange rule or usage. 
  

 3 








 Section 2.2. Terms. 
  

	 	(a)	Amount Unlimited; Terms. The aggregate principal amount of Demand Notes which may be delivered under this Indenture is unlimited. Demand Notes may be issued in one or more
series. The initial aggregate principal amount of the Demand Notes to be delivered under this Indenture shall be $35,000,000. The aggregate principal amount may be increased, without the need for approval of any Holders or the Trustee by means of
Company Order, as set forth in Section 9.1. 

  

	 	(b)	Interest. The interest rate payable on any Demand Note shall be a variable rate, compounded daily, as established by the Company in its sole discretion from time to time,
which rate will vary depending upon the following daily balance ranges: $1.00 to $9,999.99; $10,000.00 to $49,999.99; $50,000.00 to $99,999.99; and $100,000.00 and over. When an interest rate is established for each range of balances, it becomes
effective for and applied to all Demand Notes with a daily balance within that range, whether existing or newly issued. These interest rates may be the same or different for each range of balances and the Company may increase or decrease the rate
for any range independently of the others without notice to holders after the date of purchase. The interest rate on a Demand Note may also change if the daily balance of the Demand Note changes to a different range of balances. The Holder will not
be notified of changes from time to time in the interest rates. The interest rates currently being paid on the Demand Notes may be obtained at any time from the Company’s executive offices in Bainbridge, Georgia or by visiting the
Company’s website at www.themoneytreeinc.com. Interest on a Demand Note shall only be paid when the Holder makes a demand for payment of the principal amount of a Demand Note. 

  

	 	(c)	Subordination. The Demand Notes shall be subordinated and junior in right of payment to all Senior Debt of the Company as provided in Article 10. 

  
 Section 2.3. Execution. 
  
 Two Officers, consisting of the President or a Vice President and the Treasurer or Secretary, shall sign the Demand Notes
for the Company by manual or facsimile signature. 
  
 If an
Officer whose signature is on a Demand Note no longer holds that office at the time the Demand Note is delivered, the Demand Note shall nevertheless be valid. 
  

Section 2.4. Registrar and Paying Agent. 
  
 The Company shall maintain an office or agency where Demand Notes may be presented for registration of transfer or for exchange
(“Registrar”) and an office or agency where Demand Notes may be presented for payment (“Paying Agent”). The Registrar shall keep a register of the Demand Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The Company may change any Paying Agent, Registrar or co-registrar without notice to any Certificateholder. The term “Paying Agent” includes any additional
paying agent. The Company shall notify the Trustee of the name 

  

 4 








 
and address of any agent not a party to this Indenture. The Company or any of its subsidiaries may act as Paying Agent or Registrar. The Company initially
appoints itself as Paying Agent and Registrar. 
  
 Section 2.5. Paying Agent to
Hold Money in Trust. 
  
 The Company shall require each Paying
Agent other than the Trustee to agree in writing that the Paying Agent will hold in trust for the benefit of Certificateholders or the Trustee all money held by the Paying Agent for the payment of principal or interest on the Demand Notes, and will
notify the Trustee of any failure by the Company in making any such payment. While any such failure continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to
pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent shall have no further liability for the money. If the Company acts as Paying Agent, it shall segregate and hold in a separate bank account for the benefit of
the Certificateholders all money held by it as Paying Agent. The Paying Agent may charge for its expenses in issuing a replacement interest check. 
  
 Section 2.6. Certificateholder Lists. 
  
 The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of
Certificateholders. If the Trustee is not the Registrar, the Company shall timely furnish to the Trustee the changes in this list and will furnish an updated list of the names and addresses of Certificateholders in such form and as of such date and
at such other times as the Trustee may request in writing. 
  
 Section 2.7.
Transfer and Exchange. 
  
 Where Demand Notes are presented
to the Registrar or a co-registrar with a request to register, transfer or to exchange them for an equal principal amount of Demand Notes but of other denominations, the Registrar shall register the transfer or make the exchange if its requirements
for such transactions are met. To permit registrations of transfer and exchanges, the Company shall issue Demand Notes at the Registrar’s request. The Company may charge for its expenses in transferring or exchanging a Demand Note. 

 
 The Company shall not be required (i) to issue, transfer or exchange any
Demand Note during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Demand Notes selected for redemption pursuant to Section 3.3 and ending at the close of business on the date of such
redemption, or (ii) to transfer or exchange any Demand Note selected for redemption in whole or in part. 
  
 Section 2.8. Replacement Demand Notes. 
  
 If the Holder of a Demand Note claims that the Demand Note has been lost, destroyed or wrongfully taken, the Company shall issue a replacement Demand Note if the Trustee’s requirements are met. If required by the
Trustee or the Company, an indemnity bond must be sufficient in the judgment of both the Company and the Trustee to protect the Company, the Trustee or any Agent from any loss which any of them may suffer if a Demand Note is replaced. 
  

 5 








 The Trustee may waive such indemnity bond if so instructed by the Company. The Company may charge for its expenses in
replacing a Demand Note. 
  
 Every replacement Demand Note is an
additional obligation of the Company. 
  
 Section 2.9. Outstanding Demand
Notes. 
  
 The Demand Notes outstanding at any time are all of
the Demand Notes delivered by the Company pursuant to this Indenture except for those canceled by it, those delivered to it for cancellation, and those described in this Section as not outstanding. 
  
 If a Demand Note is replaced pursuant to Section 2.8, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the replaced Demand Note is held by a bona fide purchaser. 
  
 If Demand Notes are considered paid under Section 4.1, they cease to be outstanding and interest on them ceases to accrue. 
  
 Section 2.10. Treasury Demand Notes. 
  
 In determining whether the Holders of the required principal amount of the
Demand Notes have concurred in any direction, waiver or consent, Demand Notes owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such
direction, waiver or consent, only Demand Notes which the Trustee knows are so owned shall be so disregarded. 
  
 Section 2.11. Temporary Demand Notes. 
  
 Until definitive Demand Notes are ready for delivery, the Company may prepare temporary Demand Notes. Temporary Demand Notes shall be substantially in the form of definitive Demand Notes but may have variations that
the Company considers appropriate. Without unreasonable delay, the Company shall prepare definitive Demand Notes in exchange for temporary Demand Notes. 
  
 Section 2.12. Cancellation. 
  
 The Company at any time may deliver Demand Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Demand
Notes surrendered to them for registration of transfer, exchange or payment. The Trustee shall cancel all Demand Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of canceled Demand
Notes as the Company directs. The Company may not issue new Demand Notes to replace Demand Notes that it has paid or that have been delivered to the Trustee for cancellation. 
  

 6 








 ARTICLE 3 
  

REDEMPTION 
  
 Section 3.1. Applicability of Article. 
  
 Redemption of Demand Notes at the election of the Company, as permitted or required by any provision of this Indenture, shall be made in accordance with
such provision and this Article. 
  
 Section 3.2. Notices to Trustee.

  
 If the Company wants to redeem the Demand Notes pursuant to
paragraph 2 of the Demand Notes, it shall notify the Trustee by Officers’ Certificate of the redemption date and the principal amount of Demand Notes to be redeemed. The Company shall give each notice provided for in this Section at least fifty
(50) days before the redemption date. 
  
 Section 3.3. Selection of Demand
Notes to be Redeemed. 
  
 If fewer than all the Demand Notes
are to be redeemed, the Company shall select the Demand Notes to be redeemed by daily balance range, and so inform the Trustee by Officers’ Certificate, subject to the remainder of this Section. If less than all of a grouping of Demand Notes,
as specified by Officers’ Certificate, are to be redeemed, the portion thereof selected for redemption shall be determined ratably or by lot. If fewer than all of such grouping of Demand Notes as specified by Officers’ Certificate are to
be redeemed, the Trustee shall then make the selection not more than fifty (50) days before the redemption date from Demand Notes outstanding not previously called for redemption. The Trustee may select for redemption portions of the principal of
Demand Notes that have denominations greater than $100. Provisions of this Indenture that apply to Demand Notes called for redemption also apply to portions of Demand Notes called for redemption. The Trustee shall notify the Company promptly of the
Demand Notes or portions of Demand Notes to be called for redemption. 
  
 Section
3.4. Notice of Redemption. 
  
 At least thirty (30) days
but not more than sixty (60) days before a redemption date, the Company shall mail a notice of redemption by first-class mail to each Holder of Demand Notes whose Demand Notes are to be redeemed. 
  
 The notice shall identify the Demand Notes to be redeemed and shall state:

  

	 	(1)	the redemption date; 

  

	 	(2)	the redemption price, which shall be equal to 100% of the principal amount of the Demand Note plus accrued interest on a daily basis to the redemption date;


  

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

  

 7 









	 	(4)	that Demand Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price; and 

  

	 	(5)	that interest on Demand Notes called for redemption ceases to accrue on and after the redemption date. 

  
 At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its
expense. 
  
 Section 3.5. Effect of Notice of Redemption. 
  
 Once notice of redemption is mailed, Demand Notes called for redemption
become due and payable on the redemption date at the redemption price. 
  
 Section
3.6. Deposit of Redemption Price. 
  
 On or before the
redemption date, the Company shall deposit with the Paying Agent, or if the Company is acting as Paying Agent it shall deposit into a separate bank account pursuant to Section 2.5 hereof, money sufficient to pay the redemption price of and accrued
interest on all Demand Notes to be redeemed on that date. 
  
 Section 3.7.
Demand Notes Redeemed in Part. 
  
 Upon surrender of a
Demand Note that is redeemed in part, the Company shall issue for the Holder a new Demand Note equal in principal amount to the unredeemed portion of the Demand Note surrendered. 
  
 Section 3.8. Redemption if Balance Falls Below $25. 
  
 The Company may, in its sole discretion, redeem any Demand Note in full if the principal balance of such Demand Note falls
below $25 at any time. The redemption price shall be equal to 100% of the principal amount of the Demand Note plus accrued interest on a daily basis to the redemption date. This redemption right of the Company shall be automatic and no advance
notice is required. 
  
 ARTICLE 4 
  
 COVENANTS 
  
 Section 4.1. Payment of Demand Notes. 
  
 The Company shall pay the principal of and interest on the Demand Notes upon demand of the Holder in the manner provided in the Demand Notes. Principal
and interest shall be considered paid on the date due if the Paying Agent holds on that date money designated for and sufficient to pay all principal and interest then due. 
  

 8 








 Section 4.2. SEC Reports. 
  

The Company shall file with the Trustee within fifteen (15) days after it files them with the SEC copies of the annual reports and quarterly 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) for the Demand Notes which the Company may be required to file with the SEC pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended. The Company also shall comply with the other provisions of TIA Section 314(a). 
  

Section 4.3. Compliance Certificate. 
  
 The Company shall deliver to the Trustee, within one hundred twenty (120) days after the end of each fiscal year of the Company, an Officers’
Certificate stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed,
performed and fulfilled its obligations under this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of his or her knowledge the Company has kept, observed, performed and fulfilled each and every
covenant contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of
Default of which he or she may have knowledge) and that to the best of his or her knowledge no event has occurred and remains in existence by reason of which payments on account of the principal of or interest, if any, on the Demand Notes are
prohibited. See Section 11.10. 
  
 Section 4.4. Usury Laws. 
  
 The Company will not voluntarily claim and will actively resist any attempts
to claim the benefit of any usury laws against the Holders of the Demand Notes. 
  
 Section 4.5. Money for Demand Note Payments to be Held in Trust. 
  
 Whenever the Company shall have one or more Paying Agents, it will, on or prior to each date for the payment of the principal of or interest on the Demand Notes, deposit with a Paying Agent a sum sufficient to pay the
principal and interest so becoming due, such sum to be held in trust for the benefit of the persons entitled to such payments; and, unless such Paying Agent is the Trustee, the Company will promptly notify the Trustee of its action or failure so to
act. 
  
 The Company will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee, subject to the provisions of this Section, that such Paying Agent will: 
  

	 	(1)	hold all sums held by it for the payment of the principal of and interest on the Demand Notes in trust for the benefit of the persons entitled thereto until such sums shall be paid
to such persons or otherwise disposed of as herein provided; 

  

 9 









	 	(2)	give the Trustee notice of any default by the Company (or any other obligor upon the Demand Notes) in the making of any payment of principal and interest; and


  

	 	(3)	at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent.


  
 For the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, the Company may at any time pay, or direct any Paying Agent to pay, to the Trustee all sums held in trust by the Company or such Paying Agent, such sums to be held by the Trustee upon the
same terms as those upon which such sums were held by the Company or such Paying Agent; and, upon such payment by the Company or any Paying Agent to the Trustee, the Company or such Paying Agent, as the case may be, shall be released from all
further liability with respect to such money. 
  
 Section 4.6. Continued
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 existence as a corporation. 
  
 ARTICLE 5 
  
 SUCCESSORS 
  
 Section 5.1. When Company May Merge, Etc.

  
 The Company shall not consolidate or merge with or into, or
transfer or lease all or substantially all of its assets to, any Person unless the corporation formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale or conveyance shall have been made, assumes by
supplemental indenture all the obligations of the Company under the Demand Notes then outstanding and this Indenture. 
  
 The Company shall deliver to the Trustee prior to the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel
stating that the proposed transaction and such supplemental indenture comply with this Indenture. 
  
 The surviving corporation shall be the successor Company, but the predecessor Company in the case of a transfer or lease shall not be released from the
obligation to pay the principal of and interest on the Demand Notes. 
  

 10 








 ARTICLE 6 
  

DEFAULTS AND REMEDIES 
  
 Section 6.1. Events of Default. 
  
 An “Event Of Default” occurs if: 
  

	 	(1)	the Company defaults in the payment of the principal and interest of any Demand Note when the same is presented for payment, upon redemption or otherwise, which default has not been
cured for a period of thirty (30) days; 

  

	 	(2)	the Company fails to comply with any of its other agreements or covenants in, or provisions of, the Demand Notes or this Indenture and the Default continues for the period and after
the notice specified below; 

  

	 	(3)	the Company or any material subsidiary pursuant to or within the meaning of any Bankruptcy Law now or hereafter in effect: 

  

	 	(A)	commences a voluntary proceeding under any such Bankruptcy Law; 

  

	 	(B)	consents to the entry of an order for relief against it in an involuntary Bankruptcy proceeding; 

  

	 	(C)	consents to the appointment of a Custodian of it or for all or substantially all of its property; 

  

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

  

	 	(E)	generally is unable to pay its debts as the same become due; 

  

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

  

	 	(A)	is for relief against the Company or any material subsidiary in an involuntary Bankruptcy proceeding; 

  

	 	(B)	appoints a Custodian of the Company or any material subsidiary or for all or substantially all of its property; or 

  

	 	(C)	orders the winding up or liquidation of the Company or any material subsidiary, and the order or decree remains unstayed and in effect for 60 days. 

  

 11 








 The term “Bankruptcy Law” means Title 11 of the United States Code or any similar
Federal or State Law for the relief of debtors. The term “Custodian” means any receiver, trustee, assignee, liquidator, sequestrator or similar official under any Bankruptcy Law. 
  
 A Default under clause (3) is not an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of the then outstanding Demand Notes notify the Company of the Default and the Company does not cure the Default within sixty (60) days after receipt of the notice. The notice must specify the Default,
demand that it be remedied and state that the notice is a “Notice of Default.” 
  
 Section 6.2. Acceleration. 
  
 If an Event of Default occurs and is continuing, the Trustee by notice to the Company, or the Holders of at least 25% in principal amount of the then outstanding Demand Notes, by notice to the Company and the Trustee, may declare the
principal of and accrued interest on all the Demand Notes to be due and payable. Upon such declaration the principal and interest owing on the then outstanding Demand Notes shall be due and payable immediately. The Holders of a majority in principal
amount of the then outstanding Demand Notes, by notice to the Trustee, may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived,
except nonpayment of principal or interest that has become due solely because of the acceleration. 
  
 Section 6.3. Other Remedies. 
  
 If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal and interest on the Demand Notes or to enforce the performance of any provision of the Demand Notes or this
Indenture. 
  
 The Trustee may maintain a proceeding even if it
does not possess any of the Demand Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of Demand Notes in exercising any right or remedy accruing upon an Event of Default shall not impair the
right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. 
  
 Section 6.4. Waiver of Past Defaults. 
  
 The Holders of a majority in principal amount of the then outstanding Demand Notes, by notice to the Trustee, may waive an existing Default or Event of
Default and its consequences except a continuing Default or Event of Default in the payment of the principal of and interest on the Demand Notes. 
  
 Section 6.5. Control by Majority. 
  
 The Holders of a majority in principal amount of the then outstanding Demand Notes may direct the time, method and place of conducting any proceeding for
any remedy available to the Trustee or exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to 

  

 12 








 
the rights of other Holders of the Demand Notes, or would involve the Trustee in personal liability. 
  
 Section 6.6. Limitation on Suits. 
  
 The Holder of Demand Notes may pursue a remedy with respect to this Indenture
or the Demand Notes only if: 
  

	 	(1)	the Holder gives to the Trustee notice of a continuing Event of Default; 

  

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

  

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

  

	 	(4)	the Trustee does not comply with the request within sixty (60) days after receipt of the request and the offer of indemnity; and 

  

	 	(5)	during such sixty (60)-day period the Holders of a majority of principal amount of the then outstanding Demand Notes do not give the Trustee a direction inconsistent with the
request. 

  
 A Certificateholder may not use this
Indenture to prejudice the rights of another Holder of the Demand Notes or to obtain a preference or priority over another Holder of the Demand Notes. 
  
 Section 6.7. Rights of Holders to Receive Payment. 
  
 Notwithstanding any other provision of this Indenture, the right of any Holder of a Demand Note to receive payment of principal and interest on the Demand
Note, on or after the date demand is made for payment therefor, or to bring suit for the enforcement of any such payment on or after such demand date, shall not be impaired or affected without the consent of the Holder. 
  
 Section 6.8. Collection Suit by Trustee. 
  
 If an Event of Default specified in Section 6.1(1) or Section 6.1(2) 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 and interest and fees remaining unpaid on the Demand Notes with respect to which the Event
of Default occurred in each case at the rate per annum borne by the Demand Notes and such amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel. 
  

 13 








 Section 6.9. 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 (including any claim for the compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Certificateholders allowed in any judicial proceedings relative to the Company, its creditors
or its property. The Trustee shall be entitled to participate as a member of any official committee of creditors in the matters as it deems necessary or advisable. 
  
 Section 6.10. Priorities. 
  
 If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: 
  

			
	First:	  	to the Trustee for amounts due under Section 7.7;
		
	Second:	  	to holders of Senior Debt to the extent required by Article 10;
		
	Third:	  	to Holders of Demand Notes and holders of Debentures for amounts due and unpaid on the Demand Notes and Debentures for principal and interest, ratably, without preference or priority of any
kind, according to the amounts due and payable on the Demand Notes and Debentures for principal and interest, respectively; and
		
	Fourth:	  	to the Company.

  
 The Trustee may fix a
record date and payment date for any payment to the Certificateholders pursuant to this Section 6.10. 
  
 Section 6.11. Undertaking for Costs. 
  
 In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a 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 does not apply to a suit by the Trustee, a suit by a
Holder pursuant to Section 6.7, or a suit by Holders of more than 10% in principal amount of the then outstanding Demand Notes. 
  
 ARTICLE 7 
  
 TRUSTEE 
  
 Section
7.1. Duties of Trustee. 
  

	 	(a)	 If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and power vested in it by this Indenture, and use the same




  

 14 








 
degree of care and skill in their exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs.

  

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

  

	 	(1)	The Trustee need perform only those duties that are specifically set forth in this Indenture and no duties, covenants, responsibilities or obligations shall be implied in this
Indenture against the Trustee; and 

  

	 	(2)	In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon
certificates or opinions (including without limitation Officers’ Certificates and Opinions of Counsel) furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and
opinions to determine whether or not they conform on their face 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; 

  

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

  

	 	(3)	The Trustee shall 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 6.5.


  

	 	(d)	Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. 

  

	 	(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 shall not be liable for interest on any money received by it except as the Trustee may expressly agree with the Company. Money held in trust by the Trustee need not be
segregated from the other funds except to the extent required by law. 

  
 Section 7.2. Rights of Trustee. 
  

	 	(a)	The Trustee may conclusively rely on any 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 the document. 

  

 15 









	 	(b)	Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or
omits to take in good faith in reliance of the Officers’ Certificate or Opinion of Counsel. 

  

	 	(c)	The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care. 

  

	 	(d)	The Trustee shall 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. 


 
 Section 7.3. Individual Rights of Trustee. 
  
 Subject to Section 7.1: 
  

	 	(a)	The Trustee in its individual or any other capacity may become the owner or pledgee of Demand Notes and may otherwise deal with the Company or an Affiliate with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights. 

  

	 	(b)	The Company shall notify the Trustee if the Demand Notes become listed on any securities exchange or of any delisting thereof and the Trustee shall comply with Section 313(d) of the
TIA. 

  
 Section 7.4. Trustee’s Disclaimer. 

 
 The Trustee makes no representation at to the validity or adequacy of this
Indenture or the Demand Notes, it shall not be accountable for the Company’s use of the proceeds from the Demand Notes, and it shall not be responsible for any statement in the Demand Notes. 
  
 Section 7.5. Notice of Defaults. 
  
 If a Default or Event of Default occurs and is continuing and if it is known
to the Trustee, the Trustee shall mail to Holders of the Demand Notes a notice of the Default or Event of Default within ninety (90) days after it occurs. Except in the case of a Default or Event of Default in payment on a Demand Note, the Trustee
may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of Holders of the Demand Notes. 
  
 Section 7.6. Reports by Trustee to Holders. 
  

Within 60 days after the reporting date stated in Section 11.10, the Trustee shall mail to Certificateholders a brief report dated as of such reporting
date that complies with Section 313(a) of the TIA. The Trustee also shall comply with Section 313(b)(2) of the TIA. 
  
 A copy of each report at the time of its mailing to Certificateholders shall be filed with the SEC and each stock exchange on which the Demand Notes are
listed. The Company shall notify the Trustee when the Demand Notes are listed on any stock exchange. 
  

 16 








 Section 7.7. Compensation and Indemnity. 
  
 The Company shall pay to the Trustee from time to time reasonable compensation for its services. The Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses incurred by it. Such expenses shall include the reasonable
compensation and out-of-pocket expenses of the Trustee’s agents and counsel. 
  
 The Company shall indemnify the Trustee against any loss or liability incurred by it except as set forth in the next two paragraphs. The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. The Company shall defend the claim and the Trustee shall cooperate in the defense. 
  
 The Trustee may have separate counsel, and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be
unreasonably withheld. 
  
 The Company need not reimburse any
expense or indemnify against any loss or liability incurred by the Trustee through negligence or bad faith. 
  
 To secure the Company’s payment of obligations in this Section, the Trustee shall have a lien prior to the Demand Notes on all money or property held
or collected by the Trustee, including that held in trust to pay principal and interest on the Demand Notes. 
  
 When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.1(4) or (5) occurs, the expenses and the
compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law. 
  
 Section 7.8. Replacement of Trustee. 
  
 A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section. 
  
 The Trustee may resign by so notifying the Company. The Trustee may be
removed with respect to the Demand Notes by the Holders of a majority in principal amount of the then outstanding Demand Notes by so notifying the Trustee and the Company. The Company may remove the Trustee if: 
  

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

  

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

  

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

  

	 	(4)	the Trustee becomes incapable of action; or 

  

 17 









	 	(5)	in the judgment of the Company, comparable services are available from another entity qualifying under Section 7.10 at a materially lower cost to the Company.


  
 If the Trustee resigns or is removed or if a
vacancy exists in the office of the Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, a successor Trustee may be appointed by act of the Holders of a majority in
principal amount of the then outstanding Demand Notes to replace the successor Trustee appointed by the Company. 
  
 If a successor Trustee does not take office within sixty (60) days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or
the Holders of at least 10% in principal amount of the then outstanding Demand Notes 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 Holder of the Demand Notes may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 
  
 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to the Holders of Demand Notes. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.7. 
  
 Section 7.9. Successor Trustee by Merger, Etc. 
  
 If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to another corporation, the successor corporation without any further act shall be the
successor Trustee. 
  
 Section 7.10. Eligibility; Disqualification.

  
 This Indenture shall always have a Trustee who satisfies the
requirements of Sections 310(a)(1), 310(a)(2) and 310(a)(5) of the TIA. The Trustee shall always have a combined capital and surplus as stated in the TIA. The Trustee is subject to Section 310(b) of the TIA. Section 11.10 lists any excluded
indenture or trust agreement. 
  
 Section 7.11. Preferential Collection of
Claims Against Company. 
  
 The Trustee is subject to Section
311(a) of the TIA, excluding any creditor relationship described in Section 311(b) of the TIA. A Trustee who has resigned or been removed shall be subject to Section 311(a) of the TIA to the extent indicated therein. 
  

 18 








 ARTICLE 8 
  

DISCHARGE OF INDENTURE; DEFEASANCE 
  
 Section 8.1. Termination of Company’s Obligations. 
  
 This Indenture shall cease to be of further effect (except that the Company’s obligations under Sections 7.7 and 8.5 shall survive) when all
outstanding Demand Notes theretofore issued have been delivered to the Trustee for cancellation. In addition, the Company may terminate its obligations under this Indenture if: 
  

	 	(a)	The Demand Notes then outstanding are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; and


  

	 	(b)	The Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay principal and interest on the Demand Notes then outstanding to
maturity or redemption, as the case may be. The Company may make the deposit only during the one-year period and only if Article 11 permits it. 

  
 However, the Company’s obligations in Sections 2.4, 2.5, 2.6, 2.7, 2.8, 4.1, 6.7, 6.8 and 8.5, and in Article 10, shall survive until no Demand Notes
are outstanding. Thereafter, only the Company’s obligations in Sections 7.7 and 8.5 shall survive. 
  
 If a deposit is made pursuant to this Section 8.1, the Trustee, upon request, shall acknowledge in writing the discharge of the Company’s obligations
under this Indenture, except for those surviving obligations specified above. 
  
 In order to have money available on a payment date to pay principal and interest on the Demand Notes, the U.S. Government Obligations shall be payable as to principal and interest on or before such payment date in
such amounts as will provide the necessary money. U.S. Government Obligations shall not be callable at the issuer’s option. 
  
 “U.S. Government Obligations” means direct obligations of the United States of America for the payment of which the full faith and credit
of the United States of America is pledged. 
  
 Section 8.2. Legal Defeasance
and Covenant Defeasance. 
  

	 	(a)	The Company may, at its option and at any time, elect to have either paragraph (b) or (c) below be applied to all outstanding Demand Notes upon compliance with the conditions set
forth in Section 8.3. 

  

	 	(b)	 Upon the Company’s exercise under Section 8.2(a) hereof of the option applicable to this Section 8.2(b), the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.3, be deemed to have been discharged from their obligations with respect to all outstanding Demand Notes on the date the 



  

 19 









	 	 
conditions set forth below are satisfied (hereinafter, “Legal Defeasance”). For this purpose, Legal Defeasance means that the Company shall
be deemed to have paid and discharged the entire Debt represented by the outstanding Demand Notes, which shall thereafter be deemed to be “outstanding” only for the purposes of Section 8.4 hereof and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all its other obligations under such Demand Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same),
except for the following provisions which shall survive until otherwise terminated or discharged hereunder: 


  

	 	(i)	the rights of Holders of outstanding Demand Notes to receive, solely from the trust fund described in Section 8.4 hereof, and as more fully set forth in such Section 8.4, payments
in respect of the principal of and interest on such Demand Notes when such payments are due; 

  

	 	(ii)	the Company’s obligations with respect to such Demand Notes under Article 2 and Section 4.1 hereof; 

  

	 	(iii)	the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company’s obligations in connection therewith; and 

  

	 	(iv)	the provisions of this Article 8 applicable to Legal Defeasance. 

  
 Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.2(b) notwithstanding the prior exercise of its option
under Section 8.2(c) hereof. 
  

	 	(c)	 Upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph (c), the Company shall, subject to the satisfaction of the
conditions set forth in Section 8.3 hereof, be released from their respective obligations under the covenants contained in Sections 4.2 and 4.4 hereof with respect to the outstanding Demand Notes on and after the date the conditions set forth in
Section 8.3 are satisfied (hereinafter, “Covenant Defeasance”), and the Demand Notes shall thereafter be deemed not “outstanding” for the purposes of any direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that such Demand Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Demand Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall
not constitute an Event of Default under Section 6.1 hereof, but, except as specified above, the remainder of this Indenture and such 



  

 20 









	 	 
Demand Notes shall be unaffected thereby. In addition, upon the Company’s exercise under paragraph (a) hereof of the option applicable to this paragraph
(c), subject to the satisfaction of the conditions set forth in Section 8.3 hereof, clause (3) of Section 6.1 hereof shall not constitute an Event of Default. 


  
 Section 8.3. Conditions to Legal Defeasance or Covenant Defeasance. 
  
 The following shall be the conditions to the application of either Section 8.2(b) or 8.2(c) hereof to the outstanding Demand
Notes: 
  

	 	(1)	the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders, money or U.S. Government Obligations, or a combination thereof, in such amounts as
will be sufficient (without reinvestment), in the opinion of a nationally recognized firm of independent public accountants selected by the Company, to pay the principal and interest on the Demand Notes on the stated date for payment or on the
redemption date; 

  

	 	(2)	in the case of Legal Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States confirming that: 

  

	 	(a)	the Company has received from, or there has been published by the Internal Revenue Service, a ruling, or 

  

	 	(b)	since the date of this Indenture, there has been a change in the applicable U.S. federal income tax law, 

  
 in either case to the effect that, and based thereon, the Holders will not recognize income, gain or loss for U.S. federal
income tax purposes as a result of such Legal Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; 

 

	 	(3)	in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an Opinion of Counsel in the United States reasonably acceptable to the Trustee confirming that
the Holders will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would
have been the case if such Covenant Defeasance had not occurred; 

  

	 	(4)	no Default shall have occurred and be continuing on the date of such deposit; 

  


	 	(5)	 the Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a Default under, this Indenture or a default under any other
material agreement or instrument to which the Company 



  

 21 









	 	 
or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; 


  

	 	(6)	the Company shall have delivered to the Trustee an Officers’ Certificate stating that the deposit was not made by it with the intent of preferring the Holders over any other
creditors of the Company or with the intent of defeating, hindering, delaying or defrauding any other of its creditors; and 

  

	 	(7)	the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that the conditions provided for in clauses (1) through (6) of
this Section 8.3 (in the case of the Officers’ Certificate), as applicable, and clauses (2), if applicable, and/or (3) and (5) of this Section 8.3 (in the case of the Opinion of Counsel) have been complied with. 

  
 Section 8.4. Application of Trust Money. 
  
 The Trustee shall hold in trust money or U.S. Government Obligations
deposited with it pursuant to Section 8.1. It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal and interest on the Demand Notes.
Money and Demand Notes so held in trust are not subject to Article 10. 
  
 Section
8.5. Repayment to the Company. 
  
 The Trustee and the
Paying Agent shall promptly pay to the Company upon request any money or Demand Notes held by them at any time in excess of amounts required to be so held hereunder. 
  
 The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal
and interest that remains unclaimed for two years. After payment to the Company, Certificateholders entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another
person. 
  
 ARTICLE 9 
  
 AMENDMENTS 
  
 Section 9.1. Without Consent of Holders. 
  
 The Company and the Trustee may amend this Indenture or the Demand Notes
without the consent of the Holders of the Demand Notes by Company Order: 
  

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

  

	 	(2)	to comply with Section 5.1; 

  

 22 









	 	(3)	to provide for uncertified Demand Notes in addition to certificated Demand Notes; 

  

	 	(4)	to increase the aggregate principal amount of Demand Notes which may be delivered under this Indenture; 

  

	 	(5)	to make any change that does not adversely affect the legal rights hereunder of the Holders of the Demand Notes; or 

  

	 	(6)	to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture with the TIA. 

  
 Section 9.2. With Consent of Holders. 
  
 The Company and the Trustee may amend this Indenture or the Demand Notes with
the written consent of the Holders of at least a majority in principal amount of the then outstanding Demand Notes. However, without the consent of each Certificateholder affected, an amendment under this Section may not: 
  

	 	(1)	reduce the amount of Demand Notes whose Holders must consent to an amendment; 

  


	 	(2)	reduce the principal of or change the demand payment nature of any Demand Note; 

  

	 	(3)	make any Demand Note payable in money other than that stated in such Demand Note; 

  

	 	(4)	make any change in Section 6.4, Section 6.7 or Section 9.2(2); or 

  

	 	(5)	make any change in Article 10 that adversely affects the rights of any Certificateholder. 

  
 An amendment under this Section may not make any change that adversely affects the rights under Article 10 of any holder of
an issue of Senior Debt unless the holders of the issue pursuant to its terms consent to the change or the change is otherwise permissible. 
  
 After an amendment under this Section becomes effective, the Company shall mail to the Holders of the Demand Notes affected by such amendment a notice
briefly describing the amendment. 
  
 Section 9.3. Compliance with Trust
Indenture Act. 
  
 Every amendment to this Indenture or the
Demand Notes shall be set forth in a supplemental indenture that complies with the TIA as then in effect. 
  

 23 








 Section 9.4. Revocation and Effect of Consents. 
  
 Until an amendment or waiver becomes effective, a consent to it by a Holder of a Demand Note is a continuing consent by the
Holder and every subsequent Holder of a Demand Note or portion of a Demand Note that evidences the same debt as the consenting Holder’s Demand Note, even if notification of the consent is not made on any Demand Note. However, any such Holder or
subsequent Holder may revoke the consent as to his or her Demand Note or portion of a Demand Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective in
accordance with its terms and thereafter binds every Holder of the Demand Notes. 
  
 Section 9.5. Notation on or Exchange of Demand Notes. 
  
 The Trustee may place an appropriate notation about an amendment or waiver on any Demand Note thereafter authenticated. The Company in exchange for all Demand Notes may issue and the Trustee shall authenticate new Demand Notes that reflect
the amendment or waiver. 
  
 Section 9.6. Trustee Protected. 
  
 The Trustee shall sign all supplemental indentures and shall be fully
protected in doing so, except that the Trustee need not sign any supplemental indenture that adversely affects its rights. The Trustee shall be entitled to receive, and shall be fully protected in relying on, an Opinion of Counsel and an
Officers’ Certificate, which shall be provided at the expense of the Company. 
  
 ARTICLE 10 
  
 SUBORDINATION 
  
 Section 10.1. Agreement to Subordinate.

  
 The Company agrees, and each Certificateholder by accepting a
Demand Note agrees, that the indebtedness evidenced by the Demand Note is subordinated in right of payment, to the extent and in the manner provided in this Article, to the prior payment in full of all Senior Debt, and that the subordination is for
the benefit of the holders of Senior Debt. 
  
 Section 10.2. Certain
Definitions. 
  
 “Debt” means any
indebtedness, contingent or otherwise, in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of the Company or only to a portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or letters of credit, or representing the balance deferred and unpaid on the purchase price of any property or interest therein, except any such balance that constitutes a trade payable, and shall include any guarantee of any
indebtedness described above. 
  
 “Representative” means the indenture trustee or other trustee, agent or representative for an issue of Senior Debt. 
  

 24 








 “Senior Debt” means all Debt (present or future) created, incurred, assumed or
guaranteed by the Company (and all renewals, extensions or refundings thereof), except such Debt that by its terms expressly provides that such Debt is not senior or superior in right of payment to the Demand Notes. Senior Debt shall include without
limitation (i) the guarantee by the Company of any Debt of any other person (including, without limitation, subordinated Debt of another person), unless such Debt is expressly subordinated to any other Debt of the Company, and (ii) all Debt of the
Company currently maintained with banks and finance companies and any line of credit to be obtained by the Company in the future. Notwithstanding anything herein to the contrary, Senior Debt shall not include Debt of the Company to any of its
subsidiaries or under the Demand Notes or Debentures. 
  
 Section 10.3.
Liquidation; Dissolution; Bankruptcy. 
  
 Upon any
distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property: 
  

	 	(1)	holders of Senior Debt shall be entitled to receive payment in full in cash of the principal and interest (including interest accruing after the commencement of any such proceeding)
to the date of payment, on the Senior Debt before Certificateholders shall be entitled to receive any payment of principal and interest on Demand Notes; and 

  

	 	(2)	until the Senior Debt is paid in full in cash, any distribution to which Certificateholders would be entitled but for this Article shall be made to holders of Senior Debt as their
interest may appear, except that Holders of Demand Notes may receive Demand Notes that are subordinated to Senior Debt to at least the same extent as such Demand Notes. 

  
 Section 10.4. Default on Senior Debt. 
  
 Upon the maturity of any Senior Debt by lapse of time, acceleration or otherwise, all such Senior Debt shall first be paid in full, or such payment duly
provided for in cash or in a manner satisfactory to the holders of such Senior Debt, before any payment is made by the Company or any person acting on behalf of the Company on account of the principal and interest on the Demand Notes. 
  
 The Company may not pay principal and interest on the Demand Notes and may
not acquire Demand Notes for cash or property other than capital stock of the Company if: 
  

	 	(1)	a default on Senior Debt occurs and is continuing that permits holders of such Senior Debt to accelerate its maturity, and 

  

	 	(2)	the default is the subject of judicial proceedings or the Company receives a notice of the default from a person who may give it pursuant to Section 10.12. If the Company receives
any such notice, a similar notice received within nine (9) months thereafter relating to the same default on the same issue of Senior Debt shall not be effective for purposes of this Section. 

  

 25 








 The Company may resume payments on the Demand Notes and may acquire them when: 
  

	 	(a)	the default is cured or waived, or 

  

	 	(b)	one hundred twenty (120) days pass after the notice is given if the default is not the subject of judicial proceedings, if this Article otherwise permits the payment or acquisition
at that time. 

  
 Section 10.5. Acceleration of Demand Notes.

  
 If payment of the Demand Notes is accelerated because of an
Event of Default, the Company shall promptly notify holders of Senior Debt of the acceleration. The Company may pay Holders of the Demand Notes when one hundred twenty (120) days pass after the acceleration occurs if this Article permits the payment
at that time. 
  
 Section 10.6. When Distribution Must Be Paid Over.

  
 In the event that, notwithstanding the provisions of Section
10.4, the Company shall make any payment to the Trustee on account of the principal and interest on the Demand Notes, two (2) business days after the happening of a default in payment of the principal or interest on Senior Debt, or two (2) business
days after receipt by the Company and the Trustee of written notice as provided in Sections 10.4 and 10.12 of an Event of Default or an event which, with the passage of time or the giving of notice or both, would constitute an Event of Default with
respect to any Senior Debt, then, unless and until such Default or Event of Default shall have been cured or waived or shall have ceased to exist, such payment shall be held by the Trustee, in trust for the benefit of, and shall be paid forthwith
over and delivered to, the holders of Senior Debt (pro rata as to each of such holders on the basis of the respective amounts of Senior Debt held by them) or their representative or the trustee under the indenture or other agreement (if any)
pursuant to which Senior Debt may have been issued, as their respective interests may appear, for application to the payment of all Senior Debt remaining unpaid to the extent necessary to pay all Senior Debt in full in accordance with its terms,
after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. 
  
 If a distribution is made to the Holders of Demand Notes that because of this Article should not have been made to them, the Holders who receive the
distribution shall hold it in trust for holders of Senior Debt and pay it over to them as their interests may appear. 
  
 Section 10.7. Notice by Company. 
  
 The Company shall promptly notify the Trustee and the Paying Agent of any facts known to the Company that would cause a payment of principal and interest
on the Demand Notes to violate this Article, but failure to give such notice shall not affect the subordination of the Demand Notes to the Senior Debt provided in this Article. Nothing in this Article 10 shall apply to claims of, or payments to, the
Trustee under or pursuant to Section 6.7. 
  

 26 








 Section 10.8. Subrogation. 
  
 After all Senior Debt is paid in full and until the Demand Notes are paid in full, Holders of the then outstanding Demand
Notes shall be subrogated to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent distributions otherwise payable to such Holders have been applied to the payment of Senior Debt. A distribution made
under this Article to holders of Senior Debt which otherwise would have been made to Certificateholders is not, as between the Company and Certificateholders, a payment by the Company on Senior Debt. 
  
 Section 10.9. Relative Rights. 
  
 This Article defines the relative rights of Certificateholders and holders of
Senior Debt. Nothing said in this indenture shall: 
  

	 	(1)	impair, as between the Company and Certificateholders, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Demand Notes in
accordance with their terms; 

  

	 	(2)	affect the relative rights of Certificateholders and creditors of the Company other than holders of Senior Debt; or 

  

	 	(3)	prevent the Trustee or any Certificateholder from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders of Senior Debt to receive
distributions otherwise payable to Certificateholders. 

  
 If the Company fails because of this Article to pay principal and interest on a Demand Note on the due date, the failure is still a Default or Event of Default. 
  
 Section 10.10. Subordination may not be Impaired by Company. 
  
 No right of any holder of Senior Debt to enforce the subordination of the indebtedness evidenced by the Demand Notes shall
be impaired by any act or failure to act by the Company or by its failure to comply with this Indenture. 
  
 Section 10.11. Distribution or Notice to Representative. 
  
 Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their
Representative. 
  
 Section 10.12. Rights of Trustee and Paying Agent.

  
 The Trustee or Paying Agent may continue to make payments on
the Demand Notes until it receives notice of facts that would cause a payment of principal and interest on the Demand Notes to violate this Article. Only the Company, a Representative or a holder of an issue of Senior Debt that has no Representative
may give the notice. 
  

 27 








 The Trustee in its individual or any other capacity may hold Senior Debt with same rights it would have
if it were not Trustee. Any Agent may do the same with like rights. 
  
 Section
10.13. Trust Moneys Not Subordinated. 
  
 Notwithstanding
anything contained herein to the contrary, payments from money or the proceeds of U.S. Government Obligations held in trust under Article 8 by the Trustee for the payment of principal of and interest on the Demand Notes shall not be subordinated to
the prior payment of any Senior Debt or subject to the restrictions set forth in this Article 10, and none of the Holders of the Demand Notes shall be obligated to pay over any such amount to the Company or any holder of Senior Debt of the Company
or any other creditor of the Company. 
  
 Section 10.14. Trustee Not Fiduciary
for Holders of Senior Debt. 
  
 The Trustee shall not be
deemed to owe any fiduciary duty to the holders of Senior Debt and shall not be liable to any such holders if it shall mistakenly pay over or distribute to Holders of the Demand Notes or the Company or any other person, money or assets to which any
holders of Senior Debt of the Company shall be entitled by virtue of this Article 10 or otherwise. 
  
 ARTICLE 11 
  
 MISCELLANEOUS 
  
 Section 11.1. TIA Controls. 

 
 If any provision of this Indenture limits, qualifies, or conflicts with
another provision which is required to be included in this Indenture by the TIA, the required provision shall control. 
  
 Section 11.2. Notices. 
  
 Any notice by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class mail to the
other’s address stated in Section 11.10. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications. 
  
 Any notice to a Certificateholder shall be mailed by first-class mail to the address shown on the register kept by the
Registrar or such other name and addresses as provided to the Trustee pursuant to Sections 313(c)(2) and (3) of the TIA. Failure to mail a notice or communication to a Certificateholder or any defect in it shall not affect its sufficiency with
respect to other Certificateholders. 
  
 If a notice is mailed in
the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. 
  
 If the Company mails a notice to Certificateholders, it shall mail a copy to the Trustee and each Agent at the same time. 
  

 28 








 All other notices shall be in writing. 
  
 Section 11.3. Communication by Holders With Other Holders. 
  
 Certificateholders may communicate pursuant to Section 312(b) of the TIA with other Certificateholders with respect to their
rights under this Indenture or the Demand Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of Section 312(c) of the TIA. 
  

Section 11.4. 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, the Company shall furnish to the Trustee:

  

	 	(a)	an Officer’s Certificate stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been
complied with; and 

  

	 	(b)	an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with. 

  
 Section 11.5. Statements Required in Certificate or Opinion. 
  
 Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include: 
  

	 	(1)	a statement that the person making such certificate or opinion has read such covenant or condition; 

  

	 	(2)	a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;


  

	 	(3)	a statement that, in the opinion of such person, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to
whether or not such covenant or condition has been complied with; and 

  

	 	(4)	a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with. 

  
 Section 11.6. Rules by Trustee and Agents. 
  
 The Trustee may make reasonable rules for action by or a meeting of
Certificateholders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. 
  

 29 








 Section 11.7. Legal Holidays. 
  
 A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be
open. 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 shall accrue for the intervening period. 
  
 Section 11.8. No Recourse Against Others. 
  
 All liability described in the Demand Notes of any director, officer,
employee or stockholder, as such, of the Company and the Trustee is waived and released. 
  
 Section 11.9. Duplicate Originals. 
  
 The parties may sign any number of copies of this Indenture. One signed copy is enough to prove this Indenture. 
  
 Section 11.10. Variable Provisions. 
  
 “Officer” means the President, any Vice President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of
the Company. 
  
 The Company initially appoints itself as Paying
Agent and Registrar. 
  
 The first certificate pursuant to Section
4.3 shall be for the fiscal year ending on December 31, 2005. 
  
 The reporting date for Section 7.6 is May 15 of each year. The first reporting date is May 15, 2006. 
  
 The Company’s address is: 
  
 114 South Broad Street 
 Bainbridge, Georgia
39817 
  
 The Trustee’s address is: 
  
 U.S. Bank National Association 
 1360 Peachtree Street, Suite 1105 
 Atlanta,
Georgia 30309 
 Attention: Corporate Trust Department 
  
 Section 11.11. Governing Law. 
  
 The internal laws of the State of Georgia shall govern this Indenture and the Demand Notes. 
  

 30 








 Section 11.12. No Adverse Interpretation of Other Agreements. 
  
 This Indenture may not be used to interpret another indenture, loan or debt
agreement of the Company or a Subsidiary. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. 
  
 Section 11.13. Successors. 
  
 All agreements of the Company in this Indenture and the Demand Notes shall bind its successor. All agreements of the Trustee in this Indenture shall bind
its successor. 
  
 Section 11.14. Severability. 
  
 In case any provision in this Indenture or the Demand Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
  
 IN WITNESS WHEREOF, the parties hereto hereby execute this Indenture as of the date first written. 
  

					
	COMPANY:
	
	 THE MONEY TREE INC.

		
	 By:
	 	 
	 	 	 Its:
	 	 
	
	TRUSTEE:
	
	 U.S. BANK NATIONAL ASSOCIATION

		
	 By:
	 	 
	 	 	 Its:
	 	 


  

 31 








  
 EXHIBIT A 

 
 FORM OF SUBORDINATED DEMAND NOTE 
  
 OF THE MONEY TREE INC. 
  
 Subordinated Demand Note 
  
                     , 200   
  

					
	 No.     
	 	 	 	Bainbridge, Georgia

  
 Subject to the
restrictions in Section 4 below, on demand, for value received, THE MONEY TREE INC. (the “Company”) promises to pay
                                        
                                        
                             at the home office of the Company, 114 South Broad Street, Bainbridge,
Georgia, 31717, the principal amount of this Subordinated Demand Note (“Demand Note”), as represented from time to time on the books and records of the Company, and to pay interest thereon at the initial rate of
            % per annum, compounded daily. The interest rate payable on this Demand Note is a variable rate. The Company will establish, in its discretion, from time to time,
separate interest rates for Demand Notes with a daily balance ranging from $1.00 to $9,999.99; $10,000.00 to $49,999.99; $50,000.00 to $99,999.99; and $100,000.00 and over. When an interest rate is established for each range of balances, it becomes
effective for and applied to all Notes with a daily balance within that range, whether the Demand Note is existing or newly issued. These interest rates may be the same or different for each range of balances and the Company may increase or decrease
the rate for any range independently of the others without notice to holders after the date of purchase. The interest rate on a Demand Note may also change if the daily balance of the Demand Note changes to a different range of balances. Interest on
this Demand Note will be paid only when the holder makes a demand for payment of the principal of this Demand Note. 
  
 This Demand Note is one of a duly authorized issue of Subordinated Demand Notes of the Company issued under and subject in all respects to the terms of an
Indenture dated as of             , 2005 (the “Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Reference is
hereby made to the Indenture and all supplemental indentures for a statement of the respective rights of the Company, the Trustee, the agents of the Company and the Trustee and the holders of the Debentures. All capitalized terms used, but not
defined, in this Demand Note have the meanings assigned to them in the Indenture. No reference herein to the Indenture and no provision of this Demand Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute
and unconditional, to pay the principal of and interest on this Demand Note in the manner herein prescribed. 
  
 1. Interest Rate Adjustment. The holder will not be notified of changes from time to time in the interest rates; the interest rates currently being
paid on the Demand Notes may be obtained at any time from the Company’s executive office in Bainbridge, Georgia or by visiting the Company’s website at www.themoneytreeinc.com. 
  
 2. Redemption. The Company can call this Demand Note for redemption at any time without penalty subject to the
subordination provisions contained in Section 4 below and pursuant to procedures set forth in Article 3 of the Indenture, for a redemption price equal to the principal amount plus any unpaid interest thereon to the date of redemption. Notice of
redemption shall be given by mail to the holder of this Demand Note at his last address as it appears on the records of the Company not less than 30 nor more than 60 days prior to the date fixed for redemption. Once notice of redemption is mailed,
Demand Notes called for redemption become due and payable on the date of redemption set forth in the notice of redemption at the redemption price. On or before the redemption date, the Company shall set aside money sufficient to pay the redemption
price of all Demand Notes to be redeemed on that date. If the Company has mailed a notice of redemption to the registered holder and this Demand Note is not presented for redemption within 60 days of the redemption date or such longer period set
forth in the notice of redemption, then the Company may transfer the money distributable upon redemption to a separate bank account, for the benefit of the registered holders whose Demand Notes are redeemed, and thereupon this Demand Note shall be
deemed as of the date of redemption to have been redeemed and no longer outstanding. 
  

 1 








 3. Redemption if Balance Falls Below $25. The Company may, in its sole discretion, redeem any
Demand Note in full if the principal balance of such Demand Note falls below $25 at any time. The redemption price shall be equal to 100% of the principal amount of the Demand Note plus accrued interest on a daily basis to the redemption date. This
redemption right of the Company is automatic and no advance notice is required. 
  
 4. Subordination. This Demand Note is subordinated, in all rights to payment and in all other respects, to Senior Debt, which means all Debt (present or future) created, incurred, assumed or guaranteed by the
Company (and all renewals, extensions or refundings thereof), except such Debt that by its terms expressly provides that such Debt is not senior or superior in right of payment to the Demand Notes. Senior Debt shall include without limitation (i)
the guarantee by the Company of any Debt of any other person (including, without limitation, subordinated Debt of another person), unless such Debt is expressly subordinated to any other Debt of the Company, and (ii) all Debt of the Company
currently maintained with banks and finance companies and any line of credit to be obtained by the Company in the future. Notwithstanding anything herein to the contrary, Senior Debt shall not include debt of the Company to any of its subsidiaries
or under the Demand Notes or Debentures. Debt means any indebtedness, contingent or otherwise, in respect of borrowed money (whether or not the recourse of the lender is to the whole of the assets of the Company or only to a portion thereof), or
evidenced by bonds, notes, debentures or similar instruments or letters of credit, or representing the balance deferred and unpaid on the purchase price of any property or interest therein, except any such balance that constitutes a trade payable,
and shall include any guarantee of any indebtedness described above. The Company agrees, and the Demand Noteholder by accepting this Demand Note agrees, to the subordination provisions set forth in Article 10 of the Indenture. 
  
 5. Amendments and Waivers. As permitted in the Indenture, the
Indenture, other than subordination provisions, may be amended and the rights and obligations of the Company and the rights of the holders of the Demand Notes under the Indenture modified at any time by the Company with the consent of the Trustee
and holders of a majority in principal amount of the then outstanding Demand Notes. The Company and the Trustee may not modify the Indenture without the consent of each holder affected if the modification (i) affects the terms of payment of, the
principal of, or any interest on, any Demand Note; (ii) changes the percentage of Demand Note holders who consent to a waiver or modification as required; (iii) affects the subordination provisions of the Indenture in a manner that adversely affects
the right of any holder; or (iv) waives any Event of Default in the payment of principal of, and interest on, any Demand Note. As permitted by the Indenture, the Trustee and holders of a majority in principal amount of the then outstanding Demand
Notes, on behalf of the holders of all Demand Notes, may waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences, except an Event of Default in the payment of
principal or of interest on the Demand Notes. 
  
 6. Defaults
and Remedies. If an Event of Default, as defined in the Indenture, occurs and is continuing, the principal of and accrued interest on all Demand Notes may be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture generally provides that an Event of Default occurs if: (i) the Company fails to pay the principal of any Demand Note when the same is presented for payment, upon redemption or otherwise, and the failure to pay continues for a period of
thirty (30) days after receipt of written notice from the holder of the Demand Note or the Trustee; (iii) the Company becomes subject to certain events of bankruptcy or insolvency; or (iv) the Company fails to comply with any of its other agreements
in, or the provisions of, the Demand Note or the Indenture and such failure is not cured or waived within sixty (60) days after receipt by the Company of a specific written notice from the Trustee or the holders of at least a majority in principal
amount of the then outstanding Demand Notes. 
  
 7.
Transfer. As provided in the Indenture, this Demand Note is transferable only on the Demand Note register maintained by the Registrar, upon surrender of this Demand Note for transfer at the office of the Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in a form satisfactory to the Company and the Registrar duly executed by, the registered holder hereof or his attorney duly authorized in writing, a copy of which authorization must be delivered with
any such instrument of transfer, and thereupon one or more new Demand Notes, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. A service fee may be charged to replace
a lost or stolen Demand Note, to transfer this Demand Note or to issue a replacement payment check. The Company, the Trustee and any agent of the Company or the Trustee may treat the person in whose name this Demand Note is registered as the owner
hereof for 

  

 2 








 
the purpose of receiving payment as herein provided and for all other purposes, and neither the Company, the Trustee nor any such agent shall be affected by
notice to the contrary. The Company currently serves as the Registrar and Paying Agent for the Demand Notes. 
  
 8. Owners. The registered Demand Noteholder shall be treated as the owner of the Demand Note for all purposes. 
  
 9. No Recourse. A director, officer, employee or stockholder, as such,
of the Company shall not have any liability for any obligations of the Company under this Demand Note or for any claim based on, or in respect of such obligations or their creation. The Demand Noteholder by accepting this Demand Note waives and
releases all such liability. The waiver and release are part of the consideration for the issue of this Demand Note. 
  
 THIS DEMAND NOTE IS NOT A BANK DEPOSIT NOR A BANK OBLIGATION AND IS NOT INSURED BY THE FDIC. 
  
 IN WITNESS WHEREOF, the Company has caused this Demand Note to be signed in its corporate name by its President or Vice
President and by its Treasurer or Secretary, at Bainbridge, Georgia, on the date first written above. 
  

					
	THE MONEY TREE INC.
		
	 By:
	 	 
	 	 	 President
	 	 Vice President

		
	 	 	 
	 	 	 Treasurer
	 	 Secretary



  

 3 








  
 For Payment or Redemption

  
 The within Demand Note is hereby presented to the Company by the
undersigned for payment this                     , 20    . 
  

			
	 Signed by
	 	 


  
 For Transfer

  
 For value received, the undersigned Demand Noteholder hereby sells,
assigns and transfers the within Demand Note to
                                        
                                        
         whose address is
                                       
                                        
                                        
                  and does hereby authorize and appoint
                                        
                                        
         his attorney to make the necessary transfer on the books of the Company, with full powers of substitution in the premises. 
  
 Under my hand and seal this
                    , 20    . 
  

	
	
	 
	 Signature of Demand Noteholder



  

	
	 Executed in the presence of:

	
	  
	 (NOTARY SEAL)


  

 4