<PAGE>

                                                                     EXHIBIT 4.5

================================================================================

                        MIDLAND FINANCIAL HOLDINGS, INC.

                                    AS ISSUER

                                       AND

                        MUNICIPAL MORTGAGE & EQUITY, LLC

                                  AS GUARANTOR

                          -----------------------------

                                    INDENTURE

                          DATED AS OF __________, 200_

                          -----------------------------

                            WILMINGTON TRUST COMPANY

                                   AS TRUSTEE

                          -----------------------------

                          SUBORDINATED DEBT SECURITIES

================================================================================

<PAGE>

                        MIDLAND FINANCIAL HOLDINGS, INC.

           RECONCILIATION AND TIE BETWEEN TRUST INDENTURE ACT OF 1939
                   AND INDENTURE, DATED AS OF __________, 200_

<TABLE>
<CAPTION>
                           ACT SECTION                                      INDENTURE SECTION

<S>                                                                     <C>
310(a)(1)............................................................                         6.09
(a)(2)...............................................................                         6.09
310(a)(3)............................................................                         N.A.
(a)(4)...............................................................                         N.A.
310(b)...............................................................   6.08; 6.10(a), (b) and (d)
310(c)...............................................................                         N.A.
311(a) and (b).......................................................                         6.13
311(c)...............................................................                         N.A.
312(a)...............................................................                4.01; 4.02(a)
312(b) and (c).......................................................              4.02(b) and (c)
313(a)...............................................................                      4.04(a)
313(b)...............................................................              4.04(a) and (b)
313(c)...............................................................                      4.04(a)
313(d)...............................................................                      4.04(b)
314(a)...............................................................                         4.03
314(b)...............................................................                         N.A.
314(c)(1) and (2)....................................................                        13.06
314(c)(3)............................................................                         N.A.
314(d)...............................................................                         N.A.
314(e)...............................................................                        13.06
314(f)...............................................................                         N.A.
315(a), (c) and (d)..................................................                         6.01
315(b)...............................................................                         5.08
315(e)...............................................................                         5.09
316(a)(1)............................................................                         5.07
316(a)(2)............................................................                      Omitted
316(a) last sentence.................................................                         7.04
316(b)...............................................................                         5.04
317(a)...............................................................                         5.02
317(b)...............................................................                      3.04(a)
318(a)...............................................................                        13.08
</TABLE>

---------------------
THIS RECONCILIATION AND TIE SHALL NOT, FOR ANY PURPOSE, BE DEEMED TO BE PART OF
THE INDENTURE.

                                       i

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                   PAGE

<S>                                                                                                                <C>
ARTICLE I             DEFINITIONS...............................................................................     1

         Section 1.01.     Definitions..........................................................................     1

ARTICLE II            SECURITIES................................................................................     9

         Section 2.01.     Forms Generally......................................................................     9

         Section 2.02.     Form of Trustee's Certificate of Authentication......................................     9

         Section 2.03.     Amount Unlimited; Issuable in Series.................................................     9

         Section 2.04.     Authentication and Dating............................................................    11

         Section 2.05.     Date and Denomination of Securities..................................................    12

         Section 2.06.     Execution of Securities..............................................................    14

         Section 2.07.     Exchange and Registration of Transfer of Securities..................................    14

         Section 2.08.     Mutilated, Destroyed, Lost or Stolen Securities......................................    15

         Section 2.09.     Temporary Securities.................................................................    16

         Section 2.10.     Cancellation of Securities Paid, etc.................................................    16

         Section 2.11.     Global Securities....................................................................    16

         Section 2.12.     CUSIP Numbers........................................................................    17

         Section 2.13.     Unconditional Guarantees.............................................................    17

         Section 2.14.     Execution of Guarantee...............................................................    19

         Section 2.15.     Payment in Currencies................................................................    19

         Section 2.16.     Optional Extension of Stated Maturity................................................    21

ARTICLE III           PARTICULAR COVENANTS OF THE COMPANY.......................................................    21

         Section 3.01.     Payment of Principal, Premium and Interest...........................................    21

         Section 3.02.     Offices for Notices and Payments, etc................................................    21

         Section 3.03.     Appointments to Fill Vacancies in Trustee's Office...................................    22

         Section 3.04.     Provision as to Paying Agent.........................................................    22

         Section 3.05.     Certificate to Trustee...............................................................    23

         Section 3.06.     Compliance with Consolidation Provisions.............................................    23

         Section 3.07.     Limitation on Dividends..............................................................    23

         Section 3.08.     Covenants as to MFH Financial Trusts.................................................    23

         Section 3.09.     Notice of Default....................................................................    24

ARTICLE IV            SECURITYHOLDERS' LISTS AND REPORTS BY THE COMPANY AND THE TRUSTEE.........................    24

         Section 4.01.     Securityholders' Lists...............................................................    24

         Section 4.02.     Preservation and Disclosure of Lists.................................................    24
</TABLE>

                                       ii

<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         Section 4.03.     Reports by Company...................................................................    25

         Section 4.04.     Reports by the Trustee...............................................................    26

ARTICLE V             REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON EVENT OF DEFAULT...........................    26

         Section 5.01.     Events of Default....................................................................    26

         Section 5.02.     Payment of Securities on Default; Suit Therefor......................................    28

         Section 5.03.     Application of Moneys Collected by Trustee...........................................    29

         Section 5.04.     Proceedings by Securityholders.......................................................    30

         Section 5.05.     Proceedings by Trustee...............................................................    31

         Section 5.06.     Remedies Cumulative and Continuing...................................................    31

         Section 5.07.     Direction of Proceedings and Waiver of Defaults by Majority of Securityholders.......    31

         Section 5.08.     Notice of Defaults...................................................................    32

         Section 5.09.     Undertaking to Pay Costs.............................................................    32

ARTICLE VI            CONCERNING THE TRUSTEE....................................................................    33

         Section 6.01.     Duties and Responsibilities of Trustee...............................................    33

         Section 6.02.     Reliance on Documents, Opinions, etc.................................................    34

         Section 6.03.     No Responsibility for Recitals, etc..................................................    35

         Section 6.04.     Trustee, Authenticating Agent, Paying Agents, Transfer Agents or Registrar May Own
                           Securities ..........................................................................    35

         Section 6.05.     Moneys to be Held in Trust...........................................................    35

         Section 6.06.     Compensation and Expenses of Trustee.................................................    36

         Section 6.07.     Officers' Certificate as Evidence....................................................    36

         Section 6.08.     Conflicting Interest of Trustee......................................................    36

         Section 6.09.     Eligibility of Trustee...............................................................    37

         Section 6.10.     Resignation or Removal of Trustee....................................................    37

         Section 6.11.     Acceptance by Successor Trustee......................................................    38

         Section 6.12.     Succession by Merger, etc............................................................    39

         Section 6.13.     Limitation on Rights of Trustee as a Creditor........................................    39

         Section 6.14.     Authenticating Agents................................................................    39

ARTICLE VII           CONCERNING THE SECURITYHOLDERS............................................................    40

         Section 7.01.     Action by Securityholders............................................................    40

         Section 7.02.     Proof of Execution by Securityholders................................................    41
</TABLE>

                                       iii

<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
         Section 7.03.     Who Are Deemed Absolute Owners.......................................................    41

         Section 7.04.     Securities Owned by Company or the Guarantor Deemed Not Outstanding..................    41

         Section 7.05.     Revocation of Consents; Future Holders Bound.........................................    42

ARTICLE VIII          SECURITYHOLDERS' MEETINGS.................................................................    42

         Section 8.01.     Purposes of Meetings.................................................................    42

         Section 8.02.     Call of Meetings by Trustee..........................................................    42

         Section 8.03.     Call of Meetings by Company, Guarantor or Securityholders............................    43

         Section 8.04.     Qualifications for Voting............................................................    43

         Section 8.05.     Regulations..........................................................................    43

         Section 8.06.     Voting...............................................................................    44

ARTICLE IX            SUPPLEMENTAL INDENTURES...................................................................    44

         Section 9.01.     Supplemental Indentures without Consent of Securityholders...........................    44

         Section 9.02.     Supplemental Indentures with Consent of Securityholders..............................    45

         Section 9.03.     Compliance with Trust Indenture Act; Effect of Supplemental Indentures...............    46

         Section 9.04.     Notation on Securities...............................................................    47

         Section 9.05.     Evidence of Compliance of Supplemental Indenture to be Furnished Trustee.............    47

ARTICLE X             CONSOLIDATION, MERGER, SALE AND CONVEYANCE................................................    47

         Section 10.01.    Company May Consolidate, Etc., Only on Certain Terms.................................    47

         Section 10.02.    Successor Corporation Substituted for Company........................................    48

         Section 10.03.    Guarantor May Consolidate, Etc., Only on Certain Terms...............................    48

         Section 10.04.    Successor Corporation Substituted for Guarantor......................................    48

ARTICLE XI            SATISFACTION AND DISCHARGE OF INDENTURE...................................................    49

         Section 11.01.    Discharge of Indenture...............................................................    49

         Section 11.02.    Deposited Moneys and U.S. Government Obligations to be Held in Trust by Trustee......    49

         Section 11.03.    Paying Agent to Repay Moneys Held....................................................    49

         Section 11.04.    Return of Unclaimed Moneys...........................................................    49

         Section 11.05.    Defeasance Upon Deposit of Moneys or U.S. Government Obligations.....................    50

ARTICLE XII           IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS...........................    51

         Section 12.01.    Indenture and Securities Solely Corporate Obligations................................    51
</TABLE>

                                       iv

<PAGE>

                               TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                                   PAGE
<S>                                                                                                                <C>
ARTICLE XIII          MISCELLANEOUS PROVISIONS..................................................................    52

         Section 13.01.    Successors...........................................................................    52

         Section 13.02.    Official Acts by Successor Corporation...............................................    52

         Section 13.03.    Surrender of Company Powers..........................................................    52

         Section 13.04.    Addresses for Notices, etc...........................................................    52

         Section 13.05.    Governing Law........................................................................    52

         Section 13.06.    Evidence of Compliance with Conditions Precedent.....................................    52

         Section 13.07.    Legal Holidays.......................................................................    53

         Section 13.08.    Trust Indenture Act to Control.......................................................    53

         Section 13.09.    Table of Contents, Headings, etc.....................................................    53

         Section 13.10.    Execution in Counterparts............................................................    53

         Section 13.11.    Separability.........................................................................    53

         Section 13.12.    Assignment...........................................................................    54

         Section 13.13.    Acknowledgment of Rights.............................................................    54

ARTICLE XIV           REDEMPTION OF SECURITIES--MANDATORY AND OPTIONAL SINKING FUND.............................    54

         Section 14.01.    Applicability of Article.............................................................    54

         Section 14.02.    Notice of Redemption; Selection of Debt Securities...................................    54

         Section 14.03.    Payment of Securities Called for Redemption..........................................    55

         Section 14.04.    Mandatory and Optional Sinking Fund..................................................    55

ARTICLE XV            SUBORDINATION OF SECURITIES...............................................................    57

         Section 15.01.    Agreement to Subordinate.............................................................    57

         Section 15.02.    Default on Senior Indebtedness.......................................................    57

         Section 15.03.    Liquidation; Dissolution; Bankruptcy.................................................    58

         Section 15.04.    Subrogation..........................................................................    59

         Section 15.05.    Trustee to Effectuate Subordination..................................................    60

         Section 15.06.    Notice by the Company and the Guarantor..............................................    60

         Section 15.07.    Rights of the Trustee; Holders of Senior Indebtedness................................    61

         Section 15.08.    Subordination May Not Be Impaired....................................................    61
</TABLE>

                                       v

<PAGE>

         THIS INDENTURE, dated as of __________, 200_, among Midland Financial
Holdings, Inc., a Florida corporation (hereinafter sometimes called the
"COMPANY"), Municipal Mortgage & Equity, LLC, a Delaware limited liability
company (hereinafter sometimes called the "GUARANTOR"), and Wilmington Trust
Company, a Delaware banking corporation, as trustee (hereinafter sometimes
called the "TRUSTEE"),

                              W I T N E S S E T H :

         WHEREAS, for its lawful corporate purposes, the Company has duly
authorized the issue from time to time of its subordinated unsecured debentures,
notes or other evidence of indebtedness to be issued in one or more series (the
"DEBT SECURITIES") up to such principal amount or amounts as may from time to
time be authorized in accordance with the terms of this Indenture and, to
provide the terms and conditions upon which the Debt Securities are to be
authenticated, issued and delivered, the Company has duly authorized the
execution of this Indenture; and

         WHEREAS, for its lawful corporate purposes, the Guarantor has duly
authorized the execution and delivery of this Indenture and deems it appropriate
from time to time to issue its guarantee of the Debt Securities on the terms
herein provided (the "Guarantees" and, together with the Debt Securities, the
"SECURITIES");

         WHEREAS, all acts and things necessary to make this Indenture a valid
agreement according to its terms, have been done and performed;

         NOW, THEREFORE, This Indenture Witnesseth:

         In consideration of the premises, and the purchase of the Securities by
the holders thereof, the Company and the Guarantor covenant and agree with the
Trustee for the equal and proportionate benefit of the respective holders from
time to time of the Securities or of a series thereof, as follows:

                                   ARTICLE I
                                   DEFINITIONS

         Section 1.01 Definitions.

         The terms defined in this Section 1.01 (except as herein otherwise
expressly provided or unless the context otherwise requires) for all purposes of
this Indenture and of any indenture supplemental hereto shall have the
respective meanings specified in this Section 1.01. All other terms used in this
Indenture which are defined in the Trust Indenture Act of 1939, as amended (the
"TRUST INDENTURE ACT"), or which are by reference therein defined in the
Securities Act of 1933, as amended (the "SECURITIES ACT"), shall (except as
herein otherwise expressly provided or unless the context otherwise requires)
have the meanings assigned to such terms in said Trust Indenture Act and in said
Securities Act as in force at the date of this Indenture as originally executed.
All accounting terms used herein and not expressly defined shall have the
meanings assigned to such terms in accordance with generally accepted accounting
principles and the term "generally accepted accounting principles" means such
accounting principles as are generally accepted at the time of any computation.
The words "herein", "hereof" and "hereunder" and other words of similar import
refer to this Indenture as a whole and not to any particular Article, Section or
other subdivision. Any reference to the singular includes the plural and vice
versa (unless the context otherwise requires).

         "ADDITIONAL PROVISIONS" shall have the meaning given to such term in
Section 15.01.

<PAGE>

         "AFFILIATE" shall mean, with respect to a specified Person, (a) any
Person directly or indirectly owning, controlling or holding with power to vote
10% or more of the outstanding voting securities or other ownership interests of
the specified Person, (b) any Person 10% or more of whose outstanding voting
securities or other ownership interests are directly or indirectly owned,
controlled or held with power to vote by the specified Person, (c) any Person
directly or indirectly controlling, controlled by, or under common control with
the specified Person, (d) a partnership in which the specified Person is a
general partner, (e) any officer or director of the specified Person, and (f) if
the specified Person is an individual, any entity of which the specified Person
is an officer, director or general partner.

         "AUTHENTICATING AGENT" shall mean any agent or agents of the Trustee
which at the time shall be appointed and acting pursuant to Section 6.14.

         "AUTHORIZED OFFICER" of a Person means the chairman of the board, the
president, any senior managing director, any managing director, any vice
president, the treasurer, the secretary, the comptroller, any assistant
comptroller, any assistant treasurer, any assistant secretary or any other
officer of such Person generally authorized to bind such Person.

         "BANKRUPTCY LAW" shall mean Title 11, U.S. Code, or any similar federal
or state law for the relief of debtors.

         "BOARD OF DIRECTORS" shall mean the board of directors or the executive
committee or any other duly authorized designated officers of the Company or the
Guarantor, as the case may be.

         "BOARD RESOLUTION" shall mean a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company or the Guarantor, as the case
may be, to have been duly adopted by the Board of Directors and to be in full
force and effect on the date of such certification.

         "BUSINESS DAY" shall mean, each Monday, Tuesday, Wednesday, Thursday
and Friday that is not a day on which banking institutions in New York, New York
or Los Angeles, California are authorized or obligated by law, executive order
or regulation to remain closed or (i) with respect to Securities denominated in
a Foreign Currency, in the city specified in the Board Resolution pursuant to
Section 2.03 or (ii) with respect to Securities which will bear interest based
on a specified percentage of London interbank offered quotations, a day which is
also a day on which banks in London, England are open for business (including
dealings in foreign exchange and foreign currency deposits).

         "CERTIFICATE" shall mean a certificate signed by the principal
executive officer, the principal financial officer or the principal accounting
officer of the Company or the Guarantor, as the case may be.

         "CERTIFICATE OF AUTHENTICATION" shall mean the certificate issued by
the Trustee or the Authenticating Agent as to the form of Security issued under
the Indenture.

         "COMMISSION" shall mean the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or, if at any time
after the execution of this instrument such Commission is not existing and
performing the duties now assigned to it under the Trust Indenture Act, then the
body performing such duties at such time.

         "COMMON SECURITIES" shall mean undivided beneficial interests in the
assets of a MFH Financial Trust which rank pari passu with Preferred Securities
issued by such MFH Financial Trust; provided, however, that upon the occurrence
of an Event of Default, the rights of holders of Common Securities to payment in
respect of distributions and payments upon liquidation, redemption and otherwise
are subordinated to the rights of holders of Preferred Securities.

                                       2

<PAGE>

         "COMMON SECURITIES GUARANTEE" shall mean, in respect of any MFH
Financial Trust, any guarantee that the Company may enter into with any Person
or Persons and that operates directly or indirectly for the benefit of holders
of Common Securities of such MFH Financial Trust.

         "COMPANY" shall mean Midland Financial Holdings, Inc., a corporation
duly organized and existing under the laws of the State of Florida, and,
subject to the provisions of Article X hereof, shall include its successors and
assigns.

         "COMPONENT", with respect to a composite currency, shall mean the
currency amounts that are components of such composite currency on the
Conversion Date with respect to such composite currency. If the official unit of
any component currency is altered by way of combination or subdivision, the
amount of such currency in the Component shall be proportionately divided or
multiplied. If two or more component currencies are consolidated into a single
currency, the amounts of those currencies as Components shall be replaced by an
amount in such single currency equal to the sum of the amounts of such
consolidated component currencies expressed in such single currency, and such
amount shall thereafter be a Component. If after such Conversion Date any
component currency shall be divided into two or more currencies, the amount of
such currency as a Component shall be replaced by amounts of such two or more
currencies, each of which shall be equal to the amount of such former component
currency divided by the number of currencies into which such component currency
was divided, and such amounts shall thereafter be Components.

         "CONVERSION DATE" shall have the meaning given to such term in Section
2.15(d)(ii).

         "MFH FINANCIAL TRUST" shall mean a Delaware statutory trust, or any
other similar trust created for the purpose of issuing securities in connection
with the issuance of Securities under this Indenture, the Common Securities of
which are owned, directly or indirectly, by the Company.

         "CUSTODIAN" shall mean any receiver, trustee, assignee, liquidator, or
similar official under any Bankruptcy Law.

         "DEBT SECURITY", or "DEBT SECURITIES" shall have the meaning stated in
the first recital of this Indenture and more particularly means any debt
security or debt securities, as the case may be, authenticated and delivered
under this Indenture.

         "DECLARATION", with respect to a MFH Financial Trust, shall mean the
Amended and Restated Trust Agreement of such MFH Financial Trust.

         "DEFAULT" shall mean any event, act or condition that with notice or
lapse of time, or both, would constitute an Event of Default.

         "DEFAULTED INTEREST" shall have the meaning given to such term in
Section 2.05.

         "DEFEASANCE AGENT" shall have the meaning given to such term in Section
11.05(c).

         "DEPOSITARY" shall mean, with respect to Securities of any series, for
which the Company shall determine that such Securities will be issued as a
Global Security, The Depository Trust Company, New York, New York, another
clearing agency, or any successor registered as a clearing agency under the
Exchange Act, or other applicable statute or regulation, which, in each case,
shall be designated by the Company pursuant to either Section 2.03 or 2.11.

         "DISCHARGED" shall have the meaning given to such term in Section
11.05(b).

                                       3

<PAGE>

         "EVENT OF DEFAULT" shall mean any event specified in Section 5.01,
continued for the period of time, if any, and after the giving of the notice, if
any, therein designated.

         "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.

         "EXCHANGE RATE" shall mean, unless otherwise specified in accordance
with Section 2.03, (a) with respect to Dollars in which payment is to be made on
a series of Debt Securities denominated in a composite currency, the exchange
rate between Dollars and such composite currency reported by the agency or
organization, if any, designated pursuant to Section 2.03(a)(10) on the
applicable record date with respect to an Interest Payment Date or the fifteenth
day immediately preceding the Stated Maturity of an installment of principal, or
on such other date provided herein, as the case may be; (b) with respect to
Dollars in which payment is to be made on a series of Debt Securities
denominated in a Foreign Currency, the noon Dollar buying rate for that currency
for cable transfers quoted by the exchange rate agent in The City of New York on
the record date with respect to an Interest Payment Date or the fifteenth day
immediately preceding the Stated Maturity of an installment of principal, or on
such other date provided herein, as the case maybe, as certified for customs
purposes by the Federal Reserve Bank of New York and (c) with respect to Foreign
Currency in which payment is to be made on a series of Debt Securities converted
into Dollars pursuant to Section 2.15(d), the noon Dollar selling rate for that
currency for cable transfers quoted by the exchange rate agent in The City of
New York on the second Business Day preceding an Interest Payment Date or the
second Business Day preceding the Stated Maturity of an installment of
principal, or on such other date provided herein, as the case may be, as
certified for customs purposes by the Federal Reserve Bank of New York. If for
any reason such rates are not available with respect to one or more currencies
for which an Exchange Rate is required, the Company shall use such quotation of
the Federal Reserve Bank of New York as of the most recent available date, or
quotations from one or more commercial banks in The City of New York or in the
country of issue of the currency in question, or such other quotations as the
Company, in each case, shall deem appropriate. If there is more than one market
for dealing in any currency by reason of foreign exchange regulations or
otherwise, the market to be used in respect of such currency shall be the
largest market upon which a nonresident issuer of securities designated in such
currency would purchase such currency in order to make payments in respect of
such securities.

         "EXCHANGE RATE OFFICERS' CERTIFICATE", with respect to any date for the
payment of principal of (and premium, if any) and interest on any series of Debt
Securities, shall mean a certificate setting forth the applicable Exchange Rate
as of the record date with respect to an Interest Payment Date or the fifteenth
day immediately preceding the Stated Maturity of an installment of principal, as
the case may be, and the amounts payable in Dollars in respect of the principal
of (and premium, if any) and interest on Debt Securities denominated in any
Foreign Currency, and signed by the Chairman of the Board, the President, any
Vice President, any Assistant Vice President, the Treasurer, any Assistant
Treasurer, the Controller or any Assistant Controller of the Company and
delivered to the Trustee.

         "FOREIGN CURRENCY" shall mean any currency, currency unit or composite
currency, including, without limitation, the euro, issued by the government of
one or more countries other than the United States of America or by any
recognized confederation or association of such governments.

         "GLOBAL SECURITY" shall mean, with respect to any series of Securities,
a Security executed by the Company and delivered by the Trustee to the
Depositary or pursuant to the Depositary's instruction, all in accordance with
the Indenture, which shall be registered in the name of the Depositary or its
nominee.

         "GUARANTEE" shall mean the agreement of the Guarantor, in the form set
forth in Section 2.13 hereof, to be endorsed on the Debt Securities
authenticated and delivered under this Indenture.

                                       4

<PAGE>

         "GUARANTOR" shall mean Municipal Mortgage & Equity, LLC, a Delaware
limited liability company.

         "INDENTURE" shall mean, with respect to each series of Securities for
which a Person is acting as Trustee, this instrument as originally executed or
as it may from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof
and shall include the terms of particular series of Securities for which such
Person is Trustee established as contemplated by Section 2.03, exclusive,
however, of any provisions or terms which relate solely to other series of
Securities for which such Person is not Trustee, regardless of when such terms
or provisions were adopted, and exclusive of any provisions or terms adopted by
means of one or more indentures supplemental hereto executed and delivered after
such Person had become such Trustee but to which such Person, as such Trustee,
was not a party.

         "INSTITUTIONAL TRUSTEE" shall have the meaning set forth in the
Declaration of the applicable MFH Financial Trust.

         "INTEREST" shall mean, when used with respect to noninterest bearing
Securities, interest payable after the Stated Maturity.

         "INTEREST PAYMENT DATE", when used with respect to any installment of
interest on a Debt Security of a particular series, shall mean the date
specified in such Debt Security or in a Board Resolution or in an indenture
supplemental hereto with respect to such series as the Stated Maturity of an
installment of interest with respect to Debt Securities of that series.

         "MORTGAGE" shall mean and include any mortgage, pledge, lien, security
interest, conditional sale or other title retention agreement or other similar
encumbrance.

         "OFFICERS' CERTIFICATE" shall mean a certificate signed by two
Authorized Officers, one of whom must be the principal financial officer, and
delivered to the Trustee. Each such certificate shall include the statements
provided for in Section 13.06 if and to the extent provided by the provisions of
such Section.

         "OPINION OF COUNSEL" shall mean an opinion in writing signed by legal
counsel experienced in the matters as to which such opinion is being delivered,
who may be an employee of or counsel to the Company or the Guarantor, or may be
other counsel satisfactory to the Trustee. Each such opinion shall include the
statements provided for in Section 13.06 if and to the extent required by the
provisions of such Section.

         The term "OUTSTANDING", when used with reference to Debt Securities,
shall, subject to the provisions of Section 7.04, mean, as of any particular
time, all Debt Securities authenticated and delivered by the Trustee or the
Authenticating Agent under this Indenture, except

                  (a)      Debt Securities theretofore cancelled by the Trustee
or the Authenticating Agent or delivered to the Trustee for cancellation;

                  (b)      Debt Securities, or portions thereof, for the payment
or redemption of which moneys in the necessary amount shall have been deposited
in trust with the Trustee or with any paying agent (other than the Company) or
shall have been set aside and segregated in trust by the Company (if the Company
shall act as its own paying agent); provided that, if such Debt Securities, or
portions thereof, are to be redeemed prior to the Stated Maturity thereof,
notice of such redemption shall have been given as provided in Article XIV or
provision satisfactory to the Trustee shall have been made for giving such
notice; and

                                       5

<PAGE>

                  (c)      Debt Securities paid pursuant to Section 2.08 or in
lieu of or in substitution for which other Debt Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.08, other than
any such Debt Securities in respect of which there shall have been presented to
the Trustee proof satisfactory to it that such Debt Securities are held by a
protected purchaser (within the meaning of Article 8 of the Uniform Commercial
Code) in whose hands such Debt Securities are valid obligations of the Company.

provided, however, that in determining whether the holders of the requisite
principal amount of Debt Securities outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder or are present at
a meeting of Securityholders for quorum purposes, (i) the principal amount of a
Security denominated in a Foreign Currency shall be deemed to have a principal
amount determined by an exchange rate agent (as evidenced by a certificate of
such exchange rate agent) by converting the principal amount of such Debt
Security in the Foreign Currency in which such Debt Security is denominated into
Dollars at the Exchange Rate as of 9:00 A.M., New York time, on the date such
request, demand, authorization, direction, notice, consent or waiver is
delivered to the Trustee and, where it is hereby expressly required, to the
Company (or, if there is no such rate on such date for the reasons specified in
Section 2.15(d)(i) of the Indenture, such rate on the rate specified in such
Section), and (ii) Securities owned by the Company, the Guarantor or any other
obligor upon the Securities or any Affiliate of the Company, the Guarantor or
such other obligor, shall be disregarded and deemed not to be outstanding,
except that, in determining whether the Trustee shall be protected in making any
such determination or relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Securities which a Responsible
Officer actually knows to be so owned shall be so disregarded. Securities so
owned which shall have been pledged in good faith may be regarded as outstanding
if the pledgee establishes to the satisfaction of the Trustee (A) the pledgee's
right so to act with respect to such Securities and (B) that the pledgee is not
the Company, the Guarantor or any other obligor upon the Securities or any
coupons appertaining thereto or an Affiliate of the Company, the Guarantor or
such other obligor.

         "PERSON" shall mean any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

         "PREDECESSOR SECURITY" of any particular Security shall mean every
previous Security evidencing all or a portion of the same debt and guarantee and
as that evidenced by such particular Security; and, for the purposes of this
definition, any Security authenticated and delivered under Section 2.08 in lieu
of a lost, destroyed or stolen Security shall be deemed to evidence the same
debt and guarantee as the lost, destroyed or stolen Security.

         "PREFERRED SECURITIES" shall mean undivided beneficial interests in the
assets of a MFH Financial Trust which rank pari passu with Common Securities
issued by such MFH Financial Trust whether or not designated for the purposes of
identification as preferred securities or capital securities; provided, however,
that upon the occurrence of an Event of Default, the rights of holders of Common
Securities to payment in respect of distributions and payments upon liquidation,
redemption and otherwise are subordinated to the rights of holders of Preferred
Securities.

         "PREFERRED SECURITIES GUARANTEE" shall mean, in respect of any MFH
Financial Trust, any guarantee that the Company may enter into with Wilmington
Trust Company or other Persons that operates directly or indirectly for the
benefit of holders of Preferred Securities of such MFH Financial Trust.

                                       6

<PAGE>

         "PRINCIPAL OFFICE OF THE TRUSTEE", or other similar term, shall mean
the office of the Trustee, at which at any particular time its corporate trust
business shall be principally administered.

         "RESPONSIBLE OFFICER", when used with respect to the Trustee, shall
mean an officer within the corporate trust department of the Trustee, who shall
have direct responsibility for the administration of the Declaration and any
other officer to whom such matter is referred because of that officer's
knowledge of and familiarity with the particular subject.

         "SECURITY" or "SECURITIES" shall have the meaning stated in the second
recital of this Indenture and more particularly shall mean any Debt Security or
Debt Securities, as the case may be, with a Guarantee endorsed thereon.

         "SECURITYHOLDER" or "HOLDER OF SECURITIES", or other similar terms,
shall mean any Person in whose name at the time a particular Security is
registered on the register kept by the Company or the Trustee for that purpose
in accordance with the terms hereof.

         "SECURITY REGISTER" shall have the meaning given to such term in
Section 2.07.

         "SENIOR INDEBTEDNESS" means, with respect to the Company or the
Guarantor, as the case may be, (i) the principal, premium, if any, and interest
in respect of (A) indebtedness of such obligor for money borrowed and (B)
indebtedness evidenced by securities, debentures, bonds or other similar
instruments issued by such obligor; (ii) all capital lease obligations of such
obligor; (iii) all obligations of such obligor issued or assumed as the deferred
purchase price of property, all conditional sale obligations of such obligor and
all obligations of such obligor under any title retention agreement (but
excluding trade accounts payable arising in the ordinary course of business);
(iv) all obligations of such obligor for the reimbursement on any letter of
credit, banker's acceptance, security purchase facility or similar credit
transaction; (v) all obligations of such obligor to make payment or delivery
pursuant to the terms of financial instruments such as (a) securities contracts
and foreign currency exchange contracts, (b) derivative instruments, such as
swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange rate agreements, options, commodity futures
contracts, commodity option contracts and (c) in the case of both (a) and (b)
above, similar financial instruments, (vi) all obligations of the type referred
to in clauses (i) through (v) of other Persons for the payment of which such
obligor is responsible or liable as obligor, guarantor or otherwise; and (vii)
all obligations of the type referred to in clauses (i) through (vi) of other
Persons secured by any lien on any property or asset of such obligor (whether or
not such obligation is assumed by such obligor), except that Senior Indebtedness
shall not include (1) any such indebtedness that contains express terms, or is
issued under a deed, indenture or other instrument that contains express terms,
providing that it is subordinate to or ranks pari passu with the Securities, and
(2) any indebtedness between or among the Company or the Guarantor and any of
its Affiliates, including all other debt securities and guarantees in respect of
those debt securities, in any case issued by the Company or the Guarantor to (x)
any MFH Financial Trust (including MFH Financial Trust I, MFH Financial Trust II
and MFH Financial Trust III) or a trustee of such Trust or (y) any other trust,
or a trustee of such trust, partnership or other entity affiliated with the
Company or the Guarantor, as the case may be, which is a financing vehicle of
the Company or the Guarantor, as the case may be (a "FINANCING ENTITY"), in
connection with the issuance by such Financing Entity of preferred securities of
a similar nature to the Preferred Securities or of other securities that rank
pari passu with, or junior to, the Preferred Securities. All Senior Indebtedness
will continue to be Senior Indebtedness for all purposes hereunder and shall be
entitled to the benefits of the subordination provisions hereof regardless of
any amendment, modification or waiver of any of the terms thereof.

                                       7

<PAGE>

         "STATED MATURITY" with respect to any Security or any installment of
principal thereof or interest thereon, shall mean the date established by or
pursuant to this Indenture or such Security as the fixed date on which the
principal of such Security or such installment of principal or interest is due
and payable.

         "SUBSIDIARY" shall mean with respect to any Person, (i) any corporation
at least a majority of whose outstanding voting stock of which is owned,
directly or indirectly, by such Person or by one or more of its Subsidiaries, or
by such Person and one or more of its Subsidiaries, (ii) any general
partnership, joint venture or similar entity, at least a majority of whose
outstanding partnership or similar interests shall at the time be owned by such
Person, or by one or more of its Subsidiaries, or by such Person and one or more
of its Subsidiaries and (iii) any limited partnership of which such Person or
any of its Subsidiaries is a general partner. For the purposes of this
definition, "voting stock" means shares, interests, participations or other
equivalents in the equity interest (however designated) in such Person having
ordinary voting power for the election of a majority of the directors (or the
equivalent) of such Person, other than shares, interests, participations or
other equivalents having such power only by reason of the occurrence of a
contingency.

         "TRUSTEE" shall mean the Person identified as "Trustee" in the first
paragraph hereof, and, subject to the provisions of Article VI hereof, shall
also include its successors and assigns as Trustee hereunder. The term "Trustee"
as used with respect to a particular series of Securities shall mean the trustee
with respect to that series.

         "TRUST INDENTURE ACT" shall mean the Trust Indenture Act of 1939, as in
force at the date of execution of this Indenture.

         "TRUST SECURITIES" shall mean Common Securities and Preferred
Securities of a MFH Financial Trust.

         "U.S. GOVERNMENT OBLIGATIONS" shall mean securities that are (i) direct
obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a full faith and
credit obligation by the United States of America, which, in either case under
clauses (i) or (ii), are not callable or redeemable at the option of the issuer
thereof, and shall also include a depository receipt issued by a bank or trust
company as custodian with respect to any such U.S. Government Obligation or a
specific payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder of a depository
receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such
depository receipt from any amount received by the custodian in respect of the
U.S. Government Obligation or the specific payment of interest on or principal
of the U.S. Government Obligation evidenced by such depository receipt.

                                   ARTICLE II
                                   SECURITIES

         Section 2.01. Forms Generally.

         The Securities of each series and the Guarantee relating thereto shall
be in substantially the form as shall be established by or pursuant to a Board
Resolution and as set forth in an Officers' Certificate of the Company and the
Guarantor or in one or more indentures supplemental hereto, in each case with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture, and may have such letters, numbers
or other marks of identification and such legends or

                                       8

<PAGE>

endorsements placed thereon as may be required to comply with any law or with
any rules made pursuant thereto or with any rules of any securities exchange or
as may, consistently herewith, be determined by the officers executing such
Securities, as evidenced by their execution of the Securities.

         In the event the Securities are issued in definitive form pursuant to
this Indenture, such Securities shall be printed, lithographed or engraved on
steel engraved borders or may be produced in any other manner, all as determined
by the officers executing such Securities, as evidenced by their execution of
such Securities.

         Section 2.02. Form of Trustee's Certificate of Authentication.

         The Trustee's Certificate of Authentication on all Debt Securities
shall be in substantially the following form:

         This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.

         Wilmington Trust Company, as Trustee

         By:  _________________________________
              Authorized Signatory

         Section 2.03. Amount Unlimited; Issuable in Series.

                  (a)      The aggregate principal amount of Debt Securities
which may be authenticated and delivered under this Indenture is unlimited.

         The Debt Securities may be issued in one or more series up to the
aggregate principal amount of Debt Securities of that series from time to time
authorized by or pursuant to a Board Resolution of the Company or pursuant to
one or more indentures supplemental hereto. Prior to the initial issuance of
Debt Securities of any series, there shall be established in or pursuant to a
Board Resolution of the Company and set forth in an Officers' Certificate of the
Company or established in one or more indentures supplemental:

                           (1)      the title of the Debt Securities of the
         series (which shall distinguish Debt Securities of the series from all
         other Debt Securities);

                           (2)      any limit upon the aggregate principal
         amount of the Debt Securities of the series which may be authenticated
         and delivered under this Indenture (except for Debt Securities
         authenticated and delivered upon registration of transfer of, or in
         exchange for, or in lieu of, other Debt Securities of the series
         pursuant to Section 2.07, 2.08, 2.09, 9.04 or 14.03);

                           (3)      the date or dates on which the principal of
         and premium, if any, on the Debt Securities of the series is payable
         and the right, if any, to extend the date or dates of such payment;

                           (4)      the rate or rates at which the Debt
         Securities of the series shall bear interest, if any, or the method by
         which such interest may be determined, the date or dates from which
         such interest shall accrue, the Interest Payment Dates on which such
         interest shall be payable or the manner of determination of such
         Interest Payment Dates and the record dates for the determination of
         holders to whom interest is payable on any such Interest Payment Dates;

                                       9

<PAGE>

                           (5)      the place or places where the principal of,
         and premium, if any, and any interest on Debt Securities of the series
         shall be payable;

                           (6)      the right, if any, to extend the interest
         payment periods and the duration of such extension;

                           (7)      the price or prices at which, the period or
         periods within which and the terms and conditions upon which Debt
         Securities of the series may be redeemed, in whole or in part, at the
         option of the Company, pursuant to any sinking fund or otherwise;

                           (8)      the obligation, if any, of the Company to
         redeem, purchase or repay Debt Securities of the series pursuant to any
         sinking fund or analogous provisions or at the option of a
         Securityholder thereof and the price or prices at which and the period
         or periods within which and the terms and conditions upon which Debt
         Securities of the series shall be redeemed, purchased or repaid, in
         whole or in part, pursuant to such obligation;

                           (9)      if other than denominations of $1,000 and
         any integral multiple thereof, the denominations in which Debt
         Securities of the series shall be issuable;

                           (10)     (A) the currency of denomination of the Debt
         Securities of any series, which may be in Dollars or any Foreign
         Currency, (B) if such Debt Securities are denominated in a Foreign
         Currency which is a composite currency, the agency or organization, if
         any, responsible for overseeing such composite currency and (C) if such
         Debt Securities are denominated in a Foreign Currency other than a
         composite currency, the capital city of the country of such Foreign
         Currency;

                           (11)     the designation of the currency or
         currencies in which payment of the principal of (and premium, if any)
         and interest on the Debt Securities of the series will be made, and, if
         such currency or currencies is a Foreign Currency, whether payment of
         the principal (and premium, if any) or the interest on such Debt
         Securities, at the election of a Securityholder thereof, may instead be
         payable in Dollars and the terms and conditions upon which such
         election may be made;

                           (12)     any Events of Default with respect to the
         Debt Securities of a particular series, if not set forth herein;

                           (13)     the form of the Securities of the series
         including the form of the Certificate of Authentication of such series;

                           (14)     any trustee, authenticating or paying
         agents, exchange rate agent, warrant agents, transfer agents or
         registrars with respect to the Debt Securities of such series;

                           (15)     whether the Debt Securities of the series
         shall be issued in whole or in part in the form of one or more Global
         Securities and, in such case, the Depositary for such Global Security
         or Securities, and whether beneficial owners of interests in any such
         Global Securities may exchange such interests for other Debt Securities
         of such series in the manner provided in Section 2.07, and the manner
         and the circumstances under which and the place or places where any
         such exchanges may occur if other than in the manner provided in
         Section 2.07, and any other terms of the series relating to the global
         nature of the Global Securities of such series and the exchange,
         registration or transfer thereof and the payment of any principal
         thereof, or interest or premium, if any, thereon;

                                       10

<PAGE>

                           (16)     any other terms of the series (which terms
         shall not be inconsistent with the provisions of this Indenture).

         All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto.

         If any of the terms of the series are established by action taken
pursuant to a Board Resolution of the Company, a copy of an appropriate record
of such action shall be certified by the Secretary or an Assistant Secretary of
the Company and delivered to the Trustee at or prior to the delivery of the
Officers' Certificate of the Company setting forth the terms of the series.

                 (b)       Prior to the issuance of any of the Guarantees, the
exact form and terms of such Guarantees, which shall comply with the terms of
Section 2.13 hereof and contain such additional terms as are permitted by this
Indenture, shall be established by an Officers' Certificate of the Guarantor or
in an indenture supplemental hereto.

         Section 2.04. Authentication and Dating.

         At any time and from time to time after the execution and delivery of
this Indenture, the Company may deliver Debt Securities of any series executed
by the Company, together with the Guarantees endorsed thereon executed by the
Guarantor, to the Trustee for authentication, and the Trustee shall thereupon
authenticate and deliver said Securities to or upon the written order of the
Company, signed by its Chairman of the Board of Directors, President, one of its
Managing Directors or one of its Vice Presidents and by its Treasurer or any
Assistant Treasurer, without any further action by the Company hereunder. In
authenticating such Securities, and accepting the additional responsibilities
under this Indenture in relation to such Securities, the Trustee shall be
entitled to receive, and (subject to Section 6.01) shall be fully protected in
relying upon:

                           (1)      a copy of any Board Resolution or
         Resolutions relating thereto and, if applicable, an appropriate record
         of any action taken pursuant to such resolution, in each case certified
         by the Secretary or an Assistant Secretary of the Company or the
         Guarantor as the case may be;

                           (2)      an executed supplemental indenture, if any;

                           (3)      an Officers' Certificate setting forth the
         form and terms of the Securities as required pursuant to Sections 2.01
         and 2.03, respectively; and

                           (4)      an Opinion of Counsel prepared in accordance
         with Section 13.06 which shall also state:

                                    (a)      that the form of such Securities
                           has been established by or pursuant to a resolution
                           of the Board of Directors or by a supplemental
                           indenture as permitted by Section 2.01 in conformity
                           with the provisions of this Indenture;

                                    (b)      that the terms of such Securities
                           have been established by or pursuant to a resolution
                           of the Board of Directors or by a supplemental
                           indenture as permitted by Section 2.03 in conformity
                           with the provisions of this Indenture;

                                       11
<PAGE>

                                    (c)      that (i) such Debt Securities, when
                           authenticated and delivered by the Trustee and issued
                           by the Company and (ii) such Guarantees, when issued
                           by the Guarantor, in each case in the manner and
                           subject to any conditions specified in such Opinion
                           of Counsel, will constitute valid and legally binding
                           obligations of the Company and the Guarantor,
                           respectively;

                                    (d)      that all laws and requirements in
                           respect of the execution and delivery by the Company
                           and the Guarantor of the Debt Securities and the
                           Guarantees, respectively, have been complied with and
                           that authentication and delivery of the Securities by
                           the Trustee will not violate the terms of the
                           Indenture; and

                                    (e)      such other matters as the Trustee
                           may reasonably request.

         The Trustee shall have the right to decline to authenticate and deliver
any Securities under this Section if the Trustee, being advised by counsel,
determines that such action may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or vice presidents shall determine that
such action would expose the Trustee to personal liability to existing holders.

         No Debt Security shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears on such Debt
Security a Certificate of Authentication substantially in the form provided for
herein executed by the Trustee by manual signature, and such certificate upon
any Debt Security shall be conclusive evidence, and the only evidence that such
Debt Security has been duly authenticated and delivered hereunder and is
entitled to the benefits under this Indenture.

         Section 2.05. Date and Denomination of Securities.

         The Securities shall be issuable in such form and in such denominations
as shall be specified as contemplated by Section 2.03. Securities denominated in
a Foreign Currency shall be issuable in such denominations as are established
with respect to such Securities in or pursuant to this Indenture. The Securities
shall be numbered, lettered, or otherwise distinguished in such manner or in
accordance with such plans as the officers executing the same may determine with
the approval of the Trustee as evidenced by the execution and authentication
thereof.

         Every Security shall be dated the date of its authentication, shall
bear interest, if any, from such date and shall be payable on such dates, in
each case, as contemplated by Section 2.03. The interest installment on any
Security that is payable, and is punctually paid or duly provided for, on any
Interest Payment Date for Securities of that series shall be paid to the Person
in whose name said Security (or one or more Predecessor Securities) is
registered at the close of business on the regular record date for such interest
installment. In the event that any Security of a particular series or portion
thereof is called for redemption and the redemption date is subsequent to a
regular record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 14.03.

         Any interest on any Security that is payable, but is not punctually
paid or duly provided for, on any Interest Payment Date for any Security of the
same series (herein called "DEFAULTED INTEREST") shall forthwith cease to be
payable to the registered holder on the relevant regular record date by virtue
of having been such holder; and such Defaulted Interest shall be paid by the
Company, at its election, as provided in clause (1) or clause (2) below:

                                       12

<PAGE>

                           (1)      The Company may make payment of any
         Defaulted Interest on Securities to the Persons in whose names such
         Securities (or their respective Predecessor Securities) are registered
         at the close of business on a special record date for the payment of
         such Defaulted Interest, which shall be fixed in the following manner:
         the Company shall notify the Trustee in writing of the amount of
         Defaulted Interest proposed to be paid on each such Security and the
         date of the proposed payment, and at the same time the Company shall
         deposit with the Trustee an amount of money equal to the aggregate
         amount proposed to be paid in respect of such Defaulted Interest or
         shall make arrangements satisfactory to the Trustee for such deposit
         prior to the date of the proposed payment, such money when deposited to
         be held in trust for the benefit of the Persons entitled to such
         Defaulted Interest as in this clause provided. Thereupon the Trustee
         shall fix a special record date for the payment of such Defaulted
         Interest which shall not be more than 15 nor less than 10 days prior to
         the date of the proposed payment and not less than 10 days after the
         receipt by the Trustee of the notice of the proposed payment. The
         Trustee shall promptly notify the Company of such special record date
         and, in the name and at the expense of the Company, shall cause notice
         of the proposed payment of such Defaulted Interest and the special
         record date therefor to be mailed, first class postage prepaid, to each
         Securityholder at his or her address as it appears in the Security
         Register (as hereinafter defined), not less than 10 days prior to such
         special record date. Notice of the proposed payment of such Defaulted
         Interest and the special record date therefor having been mailed as
         aforesaid, such Defaulted Interest shall be paid to the Persons in
         whose names such Securities (or their respective Predecessor
         Securities) are registered on such special record date and shall be no
         longer payable pursuant to the following clause (2).

                           (2)      The Company may make payment of any
         Defaulted Interest on any Securities in any other lawful manner not
         inconsistent with the requirements of any securities exchange on which
         such Securities may be listed, and upon such notice as may be required
         by such exchange, if, after notice given by the Company to the Trustee
         of the proposed payment pursuant to this clause, such manner of payment
         shall be deemed practicable by the Trustee.

         Unless otherwise set forth in a Board Resolution of the Company or one
or more indentures supplemental hereto establishing the terms of any series of
Securities pursuant to Section 2.03 hereof, the term "regular record date" as
used in this Section with respect to a series of Securities with respect to any
Interest Payment Date for such series shall mean either the fifteenth day of the
month immediately preceding the month in which an Interest Payment Date
established for such series pursuant to Section 2.03 hereof shall occur, if such
Interest Payment Date is the first day of a month, or the last day of the month
immediately preceding the month in which an Interest Payment Date established
for such series pursuant to Section 2.03 hereof shall occur, if such Interest
Payment Date is the fifteenth day of a month, whether or not such date is a
Business Day.

         Subject to the foregoing provisions of this Section, each Security of a
series delivered under this Indenture upon transfer of or in exchange for or in
lieu of any other Security of such series shall carry the rights to interest
accrued and unpaid, and to accrue, that were carried by such other Security.

         Section 2.06. Execution of Securities.

         The Securities shall be signed in the name and on behalf of the Company
by, and the Guarantees endorsed thereon shall be signed on behalf of the
Guarantor by, the facsimile signature of its Chairman of the Board of Directors,
President, one of its Managing Directors or one of its Vice Presidents and by
the facsimile signature of its Treasurer or one of its Assistant Treasurers, by
facsimile or otherwise, and which need not be attested. Only such Securities as
shall bear thereon a Certificate of Authentication substantially in the form
hereinbefore recited, executed by the Trustee or the Authenticating Agent, shall

                                       13

<PAGE>

be entitled to the benefits of this Indenture or be valid or obligatory for any
purpose. Such certificate by the Trustee or the Authenticating Agent upon any
Security executed by the Company and the Guarantor shall be conclusive evidence
that the Security so authenticated has been duly authenticated and delivered
hereunder and that the holder is entitled to the benefits of this Indenture.

         In case any officer of the Company or the Guarantor who shall have
signed any of the Securities shall cease to be such officer before the
Securities so signed shall have been authenticated and delivered by the Trustee
or the Authenticating Agent, or disposed of by the Company, such Securities
nevertheless may be authenticated and delivered or disposed of as though the
Person who signed such Securities had not ceased to be such officer of the
Company or the Guarantor, as the case may be; and any Security may be signed on
behalf of the Company or the Guarantor by such Persons as, at the actual date of
the execution of such Security, shall be the proper officers of the Company or
the Guarantor, as the case may be, although at the date of the execution of this
Indenture any such person was not such an officer.

         Section 2.07. Exchange and Registration of Transfer of Securities.

         Subject to Section 2.03(a)(15), Securities of any series may be
exchanged for a like aggregate principal amount of Securities of the same series
of other authorized denominations. Securities to be exchanged may be surrendered
at the principal corporate trust office of the Trustee or at any office or
agency to be maintained by the Company for such purpose as provided in Section
3.02, and the Company and the Guarantor shall execute, the Company or the
Trustee shall register and the Trustee or the Authenticating Agent shall
authenticate and deliver in exchange therefor the Security or Securities which
the Securityholder making the exchange shall be entitled to receive. Upon due
presentment for registration of transfer of any Security of any series at the
principal corporate trust office of the Trustee or at any office or agency of
the Company maintained for such purpose as provided in Section 3.02, the Company
and the Guarantor shall execute, the Company or the Trustee shall register and
the Trustee or the Authenticating Agent shall authenticate and deliver in the
name of the transferee or transferees a new Security or Securities of the same
series for a like aggregate principal amount. Registration or registration of
transfer of any Security by the Trustee or by any agent of the Company appointed
pursuant to Section 3.02, and delivery of such Security, shall be deemed to
complete the registration or registration of transfer of such Security.

         The Company or the Trustee shall keep, at the principal corporate trust
office of the Trustee, a register (the "SECURITY REGISTER") for each series of
Securities issued hereunder in which, subject to such reasonable regulations as
it may prescribe, the Company or the Trustee shall register all Securities and
shall register the transfer of all Securities as in this Article II provided.
Such register shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

         All Securities presented for registration of transfer or for exchange
or payment shall (if so required by the Company, the Trustee or the
Authenticating Agent) be duly endorsed by, or be accompanied by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee or the Authenticating Agent duly executed by, the holder of such
Security or his attorney duly authorized in writing.

         No service charge shall be made for any exchange or registration of
transfer of Securities, but the Company or the Trustee may require payment of a
sum sufficient to cover any tax, fee or other governmental charge that may be
imposed in connection therewith.

         The Company or the Trustee shall not be required to exchange or
register a transfer of (a) any Security for a period of 15 days next preceding
the date of mailing of a notice of redemption of Securities of such series, or
(b) any Securities of any series selected, called or being called for redemption
in whole

                                       14

<PAGE>

or in part, except in the case of any Securities of any series to be redeemed in
part, the portion thereof not so to be redeemed.

         Section 2.08 Mutilated, Destroyed, Lost or Stolen Securities.

         In case any temporary or definitive Security shall become mutilated or
be destroyed, lost or stolen, the Company and the Guarantor shall execute, and
upon its request the Trustee shall authenticate and deliver, a new Security of
the same series bearing a number not contemporaneously outstanding, in exchange
and substitution for the mutilated Security, or in lieu of and in substitution
for the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company, the Guarantor and the Trustee
such security or indemnity as may be required by them to save each of them
harmless, and, in every case of destruction, loss or theft, the applicant shall
also furnish to the Company, the Guarantor and the Trustee evidence to their
satisfaction of the destruction, loss or theft of such Security and of the
ownership thereof.

         The Trustee may authenticate any such substituted Security and deliver
the same upon the written request or authorization of any officer of the
Company. Upon the issuance of any substituted Security, the Company may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in relation thereto and any other expenses connected
therewith. In case any Security which has matured or is about to mature or has
been called for redemption in full shall become mutilated or be destroyed, lost
or stolen, the Company may, instead of issuing a substitute Security, pay or
authorize the payment of the same (without surrender thereof except in the case
of a mutilated Security) if the applicant for such payment shall furnish to the
Company, the Guarantor and the Trustee such security or indemnity as may be
required by them to save each of them harmless and, in case of destruction, loss
or theft, evidence satisfactory to the Company and to the Trustee of the
destruction, loss or theft of such Security and of the ownership thereof.

         Every substituted Security of any series issued pursuant to the
provisions of this Section 2.08 by virtue of the fact that any such Security is
destroyed, lost or stolen shall constitute an additional contractual obligation
of the Company or the Guarantor, as the case may be, whether or not the
destroyed, lost or stolen Security shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Securities of the same series duly issued hereunder. All
Securities shall be held and owned upon the express condition that, to the
extent permitted by applicable law, the foregoing provisions are exclusive with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Securities and shall preclude any and all other rights or remedies
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

         Section 2.09 Temporary Securities.

         Pending the preparation of definitive Securities of any series, the
Company and the Guarantor may execute and the Trustee shall authenticate and
deliver temporary Securities (printed or lithographed). Temporary Securities
shall be issuable in any authorized denomination, and substantially in the form
of the definitive Securities but with such omissions, insertions and variations
as may be appropriate for temporary Securities, all as may be determined by the
Company. Every such temporary Security shall be executed by the Company and the
Guarantor and be authenticated by the Trustee upon the same conditions and in
substantially the same manner, and with the same effect, as the definitive
Securities. Without unreasonable delay the Company and the Guarantor will
execute and deliver to the Trustee or the Authenticating Agent definitive
Securities and thereupon any or all temporary Securities of such series may be
surrendered in exchange therefor, at the principal corporate trust office of the
Trustee or at any office or agency maintained by the Company for such purpose as
provided in Section 3.02, and the

                                       15
<PAGE>

Trustee or the Authenticating Agent shall authenticate and deliver in exchange
for such temporary Securities a like aggregate principal amount of such
definitive Securities. Such exchange shall be made by the Company at its own
expense and without any charge therefor except that in case of any such exchange
involving a registration of transfer the Company may require payment of a sum
sufficient to cover any tax, fee or other governmental charge that may be
imposed in relation thereto. Until so exchanged, the temporary Securities of any
series shall in all respects be entitled to the same benefits under this
Indenture as definitive Securities of the same series authenticated and
delivered hereunder.

         Section 2.10 Cancellation of Securities Paid, etc.

         All Securities surrendered for the purpose of payment, redemption,
exchange or registration of transfer, shall, if surrendered to the Company, the
Guarantor or any paying agent, be surrendered to the Trustee and promptly
cancelled by it, or, if surrendered to the Trustee or any Authenticating Agent,
shall be promptly cancelled by it, and no Securities shall be issued in lieu
thereof except as expressly permitted by any of the provisions of this
Indenture. All Securities cancelled by any Authenticating Agent shall be
delivered to the Trustee. The Trustee shall dispose of all cancelled Securities
in accordance with its customary procedures. If the Company shall acquire any of
the Securities, however, such acquisition shall not operate as a redemption or
satisfaction of the indebtedness represented by such Securities unless and until
the same are surrendered to the Trustee for cancellation.

         Section 2.11 Global Securities.

                  (a)      If the Company shall establish pursuant to Section
2.03 that the Securities of a particular series are to be issued as a Global
Security, then the Company and the Guarantor shall execute and the Trustee
shall, in accordance with Section 2.04, authenticate and deliver, a Global
Security that (i) shall represent, and shall be denominated in an amount equal
to the aggregate principal amount of, all of the outstanding Securities of such
series, (ii) shall be registered in the name of the Depositary or its nominee,
(iii) shall be delivered by the Trustee to the Depositary or pursuant to the
Depositary's instruction and (iv) shall bear a legend substantially to the
following effect: "Except as otherwise provided in Section 2.11 of the
Indenture, this Security may be transferred, in whole but not in part, only to
another nominee of the Depositary or to a successor Depositary or to a nominee
of such successor Depositary."

                  (b)      Notwithstanding the provisions of Section 2.07, the
Global Security of a series may be transferred, in whole but not in part and in
the manner provided in Section 2.07, only to another nominee of the Depositary
for such series, or to a successor Depositary for such series selected or
approved by the Company or to a nominee of such successor Depositary.

                  (c)      Except as otherwise provided in or pursuant to this
Indenture, Securities of any series shall be exchangeable for Securities in
definitive registered form only if (i) the Depositary for such series notifies
the Company that it is unwilling or unable to continue as Depositary for such
series and a successor Depositary for such series is not appointed by the
Company within 90 days of the date the Company is so informed in writing or
becomes aware of such condition, (ii) the Depository for such series ceases to
be a "clearing agency" registered under the Exchange Act, (iii) an Event of
Default has occurred and is continuing with respect to Securities of any series,
or (iv) the Company, in its sole discretion decides to allow some or all of the
Securities represented by a Global Security to be exchanged for definitive
Securities in registered form. Upon the occurrence of any of (i) through (iv)
above, the Company and the Guarantor will execute, and subject to Section 2.07,
the Trustee will authenticate and deliver the Securities of such series in
definitive registered form without coupons, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. In addition, in
the event the Company decides that

                                       16
<PAGE>

some or all of the Securities of any series shall no longer be represented by a
Global Security and that the provisions of this Section 2.11 shall no longer
apply to such Securities of such series, the Company and the Guarantor will
execute and, subject to Section 2.07, the Trustee, upon receipt of an Officers'
Certificate evidencing such determination by the Company, will authenticate and
deliver the Securities of such series in definitive registered form without
coupons, in authorized denominations, and in an aggregate principal amount equal
to the principal amount of the Global Security of such series in exchange for
such Global Security. Upon the exchange of the Global Security for such
Securities in definitive registered form without coupons, in authorized
denominations, the Global Security shall be cancelled by the Trustee. Such
Securities in definitive registered form issued in exchange for the Global
Security pursuant to this Section 2.11(c) shall be registered in such names and
in such authorized denominations as the Depositary, pursuant to instructions
from its direct or indirect participants or otherwise, shall instruct the
Trustee. The Trustee shall deliver such Securities to the Depositary for
delivery to the Persons in whose names such Securities are so registered.

         Section 2.12 CUSIP Numbers.

         The Company in issuing the Securities may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use "CUSIP" numbers in notices
of redemption as a convenience to Securityholders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be affected
by any defect in or omission of such numbers. The Company will promptly notify
the Trustee of any change in the "CUSIP" numbers.

         Section 2.13 Unconditional Guarantees.

         The Guarantee relating to any series of Securities issued and
authenticated hereunder shall be, unless otherwise set forth in an Officers'
Certificate pursuant to Section 2.01, substantially as set forth below:

         "FOR VALUE RECEIVED, the Guarantor hereby fully and unconditionally
guarantees to the holder of the Security upon which this Guarantee is endorsed
the due and punctual payment of the principal of, sinking fund payment, if any,
premium, if any, or interest on said Security, when and as the same shall become
due and payable, whether at the maturity, upon redemption or otherwise,
according to the terms thereof and of the Indenture referred to therein.

         The Guarantor agrees to determine, at least one Business Day prior to
the date upon which a payment of principal of, sinking fund payment, if any,
premium, if any, or interest on said Security is due and payable, whether the
Company has available the funds to make such payment as the same shall become
due and payable. In case of the failure of the Company punctually to pay any
such principal, sinking fund payment, if any, premium, if any, or interest, the
Guarantor hereby agrees to cause any such payment to be made punctually when and
as the same shall become due and payable, whether at maturity, upon redemption,
or otherwise, and as if such payment were made by the Company.

         The Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrevocable, and absolute, irrespective of the validity,
regularity, or enforceability of said Security or said Indenture, the absence of
any action to enforce the same, any waiver or consent by the holder of said
Security with respect to any provisions thereof, the recovery of any judgment
against the Company or any action to enforce the same, or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. The Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of merger or bankruptcy of
the Company, any right to

                                       17
<PAGE>

require a proceeding first against the Company, protest or notice with respect
to said Security or indebtedness evidenced thereby, and all demands whatsoever
and covenants that this Guarantee will not be discharged except by complete
performance of the obligations contained in said Security and in this Guarantee.

         The Guarantor shall be subrogated to all rights of the holder of said
Security against the Company in respect of any amounts paid by the Guarantor
pursuant to the provisions of this Guarantee; provided, however, that the
Guarantor shall not, without the consent of the holders of all of the Securities
then outstanding, be entitled to enforce or to receive any payments arising out
of or based upon such right of subrogation until the principal of and premium,
if any, and interest on all Securities shall have been paid in full or payment
thereof shall have been provided for in accordance with said Indenture.

         Notwithstanding anything to the contrary contained herein, if following
any payment of principal or interest by the Company on the Securities to the
holders of the Securities it is determined by a final decision of a court of
competent jurisdiction that such payment shall be avoided by a trustee in
bankruptcy (including any debtor-in-possession) as a preference under 11 U.S.C.
Section 547 and such payment is paid by such holder to such trustee in
bankruptcy, then and to the extent of such repayment, the obligations of the
Guarantor hereunder shall remain in full force and effect.

         The obligations of the Guarantor under this Guarantee are, to the
extent provided in the Indenture, subordinate and junior in right of payment to
the prior payment in full of all Senior Indebtedness, and this Guarantee is
issued subject to the provisions of the Indenture with respect thereto.

         Each holder of the Security upon which this Guarantee is endorsed, by
accepting the same, (a) agrees to and shall be bound by such provisions, (b)
authorizes and directs the Trustee on his or her behalf to take such action as
may be necessary or appropriate to acknowledge or effectuate the subordination
so provided and (c) appoints the Trustee his or her attorney-in-fact for any and
all such purposes. Each holder of the Security upon which this Guarantee is
endorsed, by his or her acceptance thereof, hereby waives all notice of the
acceptance of the subordination provisions contained herein and in the Indenture
by each holder of Senior Indebtedness, whether now outstanding or hereafter
incurred, and waives reliance by each holder upon said provisions.

         This Guarantee shall not be valid or become obligatory for any purpose
with respect to a Security until the Certificate of Authentication on such
Security shall have been signed by the Trustee (or the Authentication Agent).

         This Guarantee shall be governed by the laws of the State of New York.

         IN WITNESS WHEREOF, Municipal Mortgage & Equity, LLC has caused this
Guarantee to be signed in its corporate name by the facsimile signature of two
of its officers thereunto duly authorized."

         Section 2.14 Execution of Guarantee.

         To evidence the Guarantee to the Securityholders specified in Section
2.13, the Guarantor hereby agrees to execute the Guarantees, in substantially
the form above recited, to be endorsed on each Security authenticated and
delivered by the Trustee (or the Authenticating Agent). Each such Guarantee
shall be signed on behalf of the Guarantor as set forth in Section 2.06 to the
authentication of the Security on which it is endorsed and the delivery of such
Security by the Trustee (or the Authenticating Agent), after the authentication
thereof hereunder, shall constitute due delivery of such Guarantee on behalf of
the Guarantor.

                                       18
<PAGE>

         Section 2.15 Payment in Currencies.

                  (a)      Payment of the principal of (and premium, if any) and
interest on the Debt Securities of any series shall be made in the currency or
currencies specified pursuant to Section 2.03; provided that in the case of Debt
Securities of a series denominated in one or more Foreign Currencies the holder
of a Debt Security of such series may elect to receive such payment in Dollars
if authorized pursuant to Section 2.03(a)(11).

                  A Securityholder may make such election by delivering to the
Trustee a written notice thereof, substantially in the form attached hereto as
Exhibit A or in such other form as may be acceptable to the Trustee, not later
than the close of business on the record date immediately preceding the
applicable Interest Payment Date or the fifteenth day immediately preceding the
Stated Maturity of an installment of principal, as the case may be. Such
election shall remain in effect with respect to such holder until such holder
delivers to the Trustee a written notice rescinding such election, provided that
any such notice must be delivered to the Trustee not later than the close of
business on the record date immediately preceding the next Interest Payment Date
or the fifteenth day immediately preceding the Stated Maturity of an installment
of principal, as the case may be, in order to be effective for the payment to be
made thereon; and provided, further, that no such rescission may be made with
respect to payments to be made on any Debt Security with respect to which notice
of redemption has been given by the Company pursuant to Article XIV.

                  (b)      If at least one holder has made the election referred
to in subsection (a) above to receive payments in Dollars on a series of Debt
Securities denominated in one or more Foreign Currencies, then the Trustee shall
deliver to the Company, not later than the fourth Business Day after the record
date with respect to an Interest Payment Date or the tenth day immediately
preceding the Stated Maturity of an installment of principal, as the case may
be, a written notice specifying the amount of principal of (and premium, if any)
and interest on such series of Debt Securities to be paid in Dollars on such
payment date.

                  (c)      Except as otherwise specified as contemplated by
Section 2.03 hereof, if at least one holder has made the election referred to in
subsection (a) above to receive payments in Dollars on a series of Debt
Securities denominated in one or more Foreign Currencies, then the amount
receivable by holders of a series of Debt Securities who have elected payment in
Dollars shall be determined by the Company on the basis of the applicable
Exchange Rate set forth in the applicable Exchange Rate Officer's Certificate.
The Company shall deliver, not later than the eighth day following each record
date or the sixth day immediately preceding the Stated Maturity of an
installment of principal, as the case may be, to the Trustee an Exchange Rate
Officer's Certificate in respect of the payments to be made to such holders on
such payment date.

                  (d)      (i) If the Foreign Currency in which a series of Debt
Securities is denominated is not available to the Company for making payment
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, then with respect to each date for the payment of
principal of (and premium, if any) and interest on such series of Debt
Securities occurring after the final date on which the Foreign Currency was so
used, all payments with respect to the Debt Securities of any such series shall
be made in Dollars. If payment is to be made in Dollars to the holders of any
such series of Debt Securities pursuant to the provisions of the preceding
sentence, then the amount to be paid in Dollars on a payment date by the Company
to the Trustee and by the Trustee or any paying agent to holders shall be
determined by an exchange rate agent and shall be equal to the sum obtained by
converting the specified Foreign Currency into Dollars at the applicable
Exchange Rate, or if no rate is quoted for such Foreign Currency, the last date
such rate is quoted.

                                       19
<PAGE>

                           (ii) If any composite currency in which a Debt
         Security is denominated or payable ceases to be used for the purposes
         for which it was established or is not available due to circumstances
         beyond the control of the Company, then with respect to each date for
         the payment of principal of (and premium, if any) and interest on a
         series of Debt Securities denominated in such composite currency (the
         "CONVERSION DATE") occurring after the last date on which the composite
         currency was so used, all payments with respect to the Debt Securities
         of any such series shall be made in Dollars. If payment with respect to
         Debt Securities of a series denominated in a composite currency is to
         be made in Dollars pursuant to the provisions of the preceding
         sentence, then the amount to be paid in Dollars on a payment date by
         the Company to the Trustee and by the Trustee or any paying agent to
         holders shall be determined by an exchange rate agent and shall be
         equal to the sum of the amounts obtained by converting each Component
         of such composite currency into Dollars at its respective Exchange
         Rate, multiplied by the number of units of the composite currency that
         would have been so paid had the composite currency not ceased to be so
         used.

                  (e)      All decisions and determinations of an exchange rate
agent regarding the Exchange Rate or conversion of Foreign Currency (other than
a composite currency) into Dollars pursuant to subsection (d)(i) above or the
conversion of a composite currency into Dollars pursuant to subsection (d)(ii)
shall, in the absence of manifest error, be conclusive for all purposes and
irrevocably binding upon the Company, the Trustee, any paying agent and all
holders of the Debt Securities. If a Foreign Currency (other than a composite
currency) in which payment of a series of Debt Securities may be made, pursuant
to subsection (a) above, is not available to the Company for making payments
thereof due to the imposition of exchange controls or other circumstances beyond
the control of the Company, the Company, after learning thereof, will give
notice thereof to the Trustee immediately (and the Trustee promptly thereafter
will give notice to the Securityholders) specifying the last date on which the
Foreign Currency was used for the payment of principal of (and premium, if any)
or interest on such series of Debt Securities. In the event any composite
currency in which a Debt Security is denominated or payable ceases to be used
for the purposes for which it was established or is not available due to
circumstances beyond the control of the Company, the Company, after learning
thereof, will give notice thereof to the Trustee immediately (and the Trustee
promptly thereafter will give notice to the Securityholders). In the event of
any subsequent change in any Component, the Company, after learning thereof,
will give notice to the Trustee similarly (and the Trustee promptly thereafter
will give notice to the Securityholders). The Trustee shall be fully justified
and protected in relying and acting upon the information so received by it from
the Company and shall not otherwise have any duty or obligation to determine
such information independently.

         Section 2.16 Optional Extension of Stated Maturity.

         If specified as contemplated by Section 2.03 with respect to the
Securities of a particular series, the Company and the Guarantor shall have the
right to (a) change the Stated Maturity of the principal of the Securities of
such series upon the dissolution of the applicable MFH Financial Trust and the
exchange of such Securities for the Preferred Securities of such MFH Financial
Trust, or (b) extend the Stated Maturity of the principal of the Securities of
such series; provided that, at the time any election to extend such Stated
Maturity is made and at the time of such extension, (i) neither the Company nor
the Guarantor is in bankruptcy, otherwise insolvent or in liquidation, (ii)
neither the Company nor the Guarantor is in default in the payment of any
interest or principal on the Debt Securities of such series or under the
Guarantee in respect thereof, as the case may be, and no deferred interest
payments thereon have accrued, (iii) the applicable MFH Financial Trust is not
in arrears on payments of Distributions on its Preferred Securities and no
deferred Distributions thereon have accumulated, (iv) the Securities of such
series are rated not less than BBB+ by Standard & Poor's Ratings Services or
Baa1 by Moody's Investors Service, Inc. or the equivalent by any other
nationally recognized statistical rating organization and (v) the

                                       20
<PAGE>

extended Stated Maturity is no later than the 49th anniversary of the initial
issuance of the Preferred Securities of the applicable MFH Financial Trust;
provided, further, that, if the Company exercises its right to dissolve the
applicable MFH Financial Trust and exchange the Securities of such series for
the Preferred Securities of such MFH Financial Trust as specified in clause (a)
above, any changed Stated Maturity of the principal of the Securities of such
series shall be no earlier than the date that is five years after the initial
issue date of the Preferred Securities and no later than the date 30 years (plus
an extended term of up to an additional 19 years if the above-referenced
conditions are satisfied) after the initial issue date of the Preferred
Securities of the applicable MFH Financial Trust.

                                  ARTICLE III
                       PARTICULAR COVENANTS OF THE COMPANY

         Section 3.01 Payment of Principal, Premium and Interest.

         The Company covenants and agrees for the benefit of each series of
Securities that it will duly and punctually pay or cause to be paid the
principal of and premium, if any, and interest on each of the Debt Securities of
that series at the place, at the respective times and in the manner provided in
such Debt Securities. At the option of the Company, each installment of interest
on the Debt Securities of any series may be paid (i) by mailing checks for such
interest payable to the order of the holders of Debt Securities entitled thereto
as they appear on the Security Register or (ii) if so specified with respect to
the Securities of such series as contemplated by Section 2.03, by wire transfer
to any account designated by the holder of Debt Securities entitled thereto.

         Section 3.02 Offices for Notices and Payments, etc.

         So long as any of the Securities remain outstanding, the Company will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where the Securities of each series may be presented for payment, an office or
agency where the Securities of that series may be presented for registration of
transfer and for exchange as in this Indenture provided and an office or agency
where notices and demands to or upon the Company in respect of the Securities of
that series or of this Indenture may be served. The Company will give to the
Trustee written notice of the location of any such office or agency and of any
change of location thereof. Until otherwise designated from time to time by the
Company in a notice to the Trustee, or specified as contemplated by Section
2.03, such office or agency for all of the above purposes shall be the office or
agency of the Trustee. In case the Company shall fail to maintain any such
office or agency in the Borough of Manhattan, The City of New York, or shall
fail to give such notice of the location or of any change in the location
thereof, presentations and demands may be made and notices may be served at the
principal corporate trust office of the Trustee.

         In addition to any such office or agency, the Company may from time to
time designate one or more offices or agencies outside the Borough of Manhattan,
The City of New York, where the Securities may be presented for registration of
transfer and for exchange in the manner provided in this Indenture, and the
Company may from time to time rescind such designation, as the Company may deem
desirable or expedient; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
any such office or agency in the Borough of Manhattan, The City of New York, for
the purposes above mentioned. The Company will give to the Trustee prompt
written notice of any such designation or rescission thereof.

         Section 3.03 Appointments to Fill Vacancies in Trustee's Office.

                                       21
<PAGE>

         The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 6.10, a
Trustee, so that there shall at all times be a Trustee hereunder.

         Section 3.04 Provision as to Paying Agent.

                  (a)      If the Company shall appoint a paying agent other
than the Trustee with respect to the Securities of any series, it will cause
such paying agent to execute and deliver to the Trustee an instrument in which
such agent shall agree with the Trustee, subject to the provisions of this
Section 3.04,

                           (1)      that it will hold all sums held by it as
         such agent for the payment of the principal of, and premium, if any, or
         interest, if any, on, the Securities of such series (whether such sums
         have been paid to it by the Company or by any other obligor on the
         Securities of such series) in trust for the benefit of the holders of
         the Securities of such series; and

                           (2)      that it will give the Trustee notice of any
         failure by the Company (or by any other obligor on the Securities of
         such series) to make any payment of the principal of, and premium, if
         any, or interest, if any, on, the Securities of such series when the
         same shall be due and payable.

                  (b)      If the Company shall act as its own paying agent, it
will, on or before each due date of the principal of and premium, if any, or
interest, if any, on the Securities of any series, set aside, segregate and hold
in trust for the benefit of the holders of the Securities of such series a sum
sufficient to pay such principal, premium or interest so becoming due and will
notify the Trustee of any failure to take such action and of any failure by the
Company (or by any other obligor under the Securities of such series) to make
any payment of the principal of, and premium, if any, or interest, if any, on,
the Securities of such series when the same shall become due and payable.

                  (c)      Anything in this Section 3.04 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge with respect to one or more or all series of
Securities hereunder, or for any other reason, pay, or cause to be paid to the
Trustee all sums held in trust for any such series by the Company or any such
paying agent, such sums to be held by the Trustee upon the trusts herein
contained.

                  (d)      Anything in this Section 3.04 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
3.04 is subject to Sections 11.03 and 11.04.

         Section 3.05 Certificate to Trustee.

         The Company will deliver to the Trustee within 120 days after the end
of each fiscal year, commencing with the first calendar year of the issuance of
Securities of any series under this Indenture, so long as Securities of any
series are outstanding hereunder, a Certificate stating that in the course of
the performance by the signers of their duties as officers of the Company they
would normally have knowledge of any default by the Company in the performance
of any covenants contained herein, stating whether or not they have knowledge of
any such default and, if so, specifying each such default of which the signers
have knowledge and the nature thereof, all without regard to periods of grace or
notice requirements.

         Section 3.06 Compliance with Consolidation Provisions.

                                       22
<PAGE>

         Neither the Company nor the Guarantor will, while any of the Securities
remain outstanding, consolidate with, or merge into, or merge into itself, or
sell or convey all or substantially all of its property to any other company
unless the provisions of Article X hereof are complied with.

         Section 3.07 Limitation on Dividends.

         If Securities are issued to a MFH Financial Trust or a trustee of such
trust in connection with the issuance of Trust Securities by such MFH Financial
Trust and (i) there shall have occurred and be continuing an Event of Default or
(ii) the Guarantor shall be in default with respect to its payment of any
obligations under the Preferred Securities Guarantee or Common Securities
Guarantee relating to such MFH Financial Trust, then (a) neither the Guarantor
nor the Company shall declare or pay any dividend on, make any distributions
with respect to, or redeem, purchase, acquire or make a liquidation payment with
respect to, any of its capital stock (other than (i) repurchases, redemptions or
other acquisitions of shares of capital stock of the Company or the Guarantor in
connection with the satisfaction by the Company or the Guarantor of its
obligations under any employee benefit plans or any other contractual obligation
of the Company (other than a contractual obligation ranking pari passu with or
junior to the Securities or the Guarantee, in the respective cases of the
Company or the Guarantor), (ii) as a result of a reclassification of the
Company's or the Guarantor's capital stock or the exchange or conversion of one
class or series of the Company's or the Guarantor's capital stock for another
class or series of the Company's or the Guarantor's capital stock, (iii) the
purchase of fractional interests in shares of the Company's or the Guarantor's
capital stock pursuant to the conversion or exchange provisions of such capital
stock or the security being converted or exchanged or (iv) dividends and
distributions made on the capital stock of the Company or the Guarantor or
rights to acquire such capital stock with capital stock of the Company or the
Guarantor or other rights to acquire such capital stock), (b) the Guarantor and
the Company shall not make any payment of interest, principal or premium, if
any, on, or repay, repurchase or redeem any debt securities issued by the
Guarantor or the Company which rank pari passu with or junior to such Securities
or the Guarantee, in the respective cases of the Company or the Guarantor and
(c) the Guarantor and the Company shall not make any guarantee payments with
respect to the foregoing (other than pursuant to the Preferred Securities
Guarantee or the Guarantee).

         Section 3.08 Covenants as to MFH Financial Trusts.

         In the event Securities are issued to a MFH Financial Trust or a
trustee of such trust in connection with the issuance of Trust Securities by
such MFH Financial Trust, for so long as such Trust Securities remain
outstanding, the Company will (i) maintain 100% direct or indirect ownership of
the Common Securities of such MFH Financial Trust; provided, however, that any
permitted successor of the Company under this Indenture may succeed to the
Company's ownership of the Common Securities, (ii) use its reasonable efforts to
cause such MFH Financial Trust (a) to remain a statutory trust, except in
connection with a distribution of Securities to the holders of Trust Securities
in liquidation of such MFH Financial Trust, the redemption of all of the Trust
Securities of such MFH Financial Trust or certain mergers, consolidations or
amalgamations, each as permitted by the Declaration of such MFH Financial Trust,
and (b) to otherwise continue not to be treated as either an association taxable
as a corporation or a partnership for United States Federal income tax purposes
and (iii) use its reasonable efforts to cause each holder of Trust Securities to
be treated as owning an undivided beneficial interest in the Securities.

         Section 3.09 Notice of Default.

         The Company or the Guarantor shall file with the Trustee written notice
of the occurrence of any Event of Default within 5 Business Days of its becoming
aware of any such Event of Default.

                                       23
<PAGE>

                                   ARTICLE IV
                    SECURITYHOLDERS' LISTS AND REPORTS BY THE
                             COMPANY AND THE TRUSTEE

         Section 4.01 Securityholders' Lists.

         The Company covenants and agrees that it will furnish or cause to be
furnished to the Trustee:

                  (a)      on each regular record date for each series of
Securities, a list, in such form as the Trustee may reasonably require, of the
names and addresses of the Securityholders of such series of Securities as of
such record date (and on dates to be determined pursuant to Section 2.03 for
non-interest bearing securities in each year); and

                  (b)      at such other times as the Trustee may request in
writing, within 30 days after the receipt by the Company of any such request, a
list of similar form and content as of a date not more than 15 days prior to the
time such list is furnished; except that no such lists need be furnished under
this Section 4.01 so long as the Trustee is in possession thereof by reason of
its acting as Security registrar for such series.

         Section 4.02 Preservation and Disclosure of Lists.

                  (a)      The Trustee shall preserve, in as current a form as
is reasonably practicable, all information as to the names and addresses of the
holders of each series of Securities (1) contained in the most recent list
furnished to it as provided in Section 4.01 or (2) received by it in the
capacity of Securities registrar (if so acting) hereunder. The Trustee may
destroy any list furnished to it as provided in Section 4.01 upon receipt of a
new list so furnished.

                  (b)      In case three or more holders of Securities of any
series (hereinafter referred to as "APPLICANTS") apply in writing to the Trustee
and furnish to the Trustee reasonable proof that each such applicant has owned a
Security of such series for a period of at least six months preceding the date
of such application, and such application states that the applicants desire to
communicate with other holders of Securities of such series or with holders of
all Securities with respect to their rights under this Indenture or under such
Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall
within five Business Days after the receipt of such application, at its
election, either:

                           (1)      afford such applicants access to the
         information preserved at the time by the Trustee in accordance with the
         provisions of subsection (a) of this Section 4.02, or

                           (2)      inform such applicants as to the approximate
         number of holders of such series or all Securities, as the case may be,
         whose names and addresses appear in the information preserved at the
         time by the Trustee in accordance with the provisions of subsection (a)
         of this Section 4.02, and as to the approximate cost of mailing to such
         Securityholders the form of proxy or other communication, if any,
         specified in such application.

                           If the Trustee shall elect not to afford such
         applicants access to such information, the Trustee shall, upon the
         written request of such applicants, mail to each Securityholder of such
         series or all Securities, as the case may be, whose name and address
         appear in the information preserved at the time by the Trustee in
         accordance with the provisions of subsection (a) of this Section 4.02 a
         copy of the form of proxy or other communication which is specified in
         such request with reasonable promptness after a tender to the Trustee
         of the material to be mailed and

                                       24
<PAGE>

         of payment, or provision for the payment, of the reasonable expenses of
         mailing, unless within five days after such tender, the Trustee shall
         mail to such applicants and file with the Commission, together with a
         copy of the material to be mailed, a written statement to the effect
         that, in the opinion of the Trustee, such mailing would be contrary to
         the best interests of the holders of Securities of such series or all
         Securities, as the case may be, or would be in violation of applicable
         law. Such written statement shall specify the basis of such opinion. If
         the Commission, after opportunity for a hearing upon the objections
         specified in the written statement so filed, shall enter an order
         refusing to sustain any of such objections or if, after the entry of an
         order sustaining one or more of such objections, the Commission shall
         find, after notice and opportunity for hearing, that all the objections
         so sustained have been met and shall enter an order so declaring, the
         Trustee shall mail copies of such material to all such Securityholders
         with reasonable promptness after the entry of such order and the
         renewal of such tender; otherwise the Trustee shall be relieved of any
         obligation or duty to such applicants respecting their application.

                  (c)      Each and every holder of Securities, by receiving and
holding the same, agrees with the Company, the Guarantor and the Trustee that
neither the Company, the Guarantor nor the Trustee nor any paying agent shall be
held accountable by reason of the disclosure of any such information as to the
names and addresses of the holders of Securities in accordance with the
provisions of subsection (b) of this Section 4.02, regardless of the source from
which such information was derived, and that the Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
said subsection (b).

         Section 4.03 Reports by Company.

                  (a)      The Company covenants and agrees to file with the
Trustee, within 15 days after the Company is required to file the same with the
Commission, copies of the annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the
Commission may from time to time by rules and regulations prescribe) which the
Company may be required to file with the Commission pursuant to Section 13 or
Section 15(d) of the Exchange Act; or, if the Company is not required to file
information, documents or reports pursuant to either of such sections, then to
file with the Trustee and the Commission, in accordance with rules and
regulations prescribed from time to time by the Commission, such of the
supplementary and periodic information, documents and reports which may be
required pursuant to Section 13 of the Exchange Act in respect of a security
listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.

                  (b)      The Company covenants and agrees to file with the
Trustee and the Commission, in accordance with the rules and regulations
prescribed from time to time by the Commission, such additional information,
documents and reports with respect to compliance by the Company with the
conditions and covenants provided for in this Indenture as may be required from
time to time by such rules and regulations.

                  (c)      The Company covenants and agrees to transmit by mail
to all holders of Securities, as the names and addresses of such holders appear
upon the Security Register, within 30 days after the filing thereof with the
Trustee, such summaries of any information, documents and reports required to be
filed by the Company pursuant to subsections (a) and (b) of this Section 4.03 as
may be required by rules and regulations prescribed from time to time by the
Commission.

                  (d)      The Company covenants and agrees to furnish to the
Trustee within 120 days of the end of each fiscal year, the compliance
certificate required by Section 314(a)(4) of the Trust Indenture Act.

                                       25
<PAGE>

                  (e)      Delivery of such reports, information and documents
to the Trustee is for informational purposes only and the Trustee's receipt of
such shall not constitute constructive notice of any information contained
therein or determinable from information contained therein, including the
Company's compliance with any of its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

         Section 4.04 Reports by the Trustee.

                  (a)      The Trustee shall transmit to Securityholders such
reports concerning the Trustee and its actions under this Indenture as may be
required pursuant to the Trust Indenture Act at the times and in the manner
provided pursuant thereto. If required by Section 313(a) of the Trust Indenture
Act, the Trustee shall, within 60 days after each April 15 following the date of
this Indenture deliver to Securityholders a brief report, dated as of such April
15, which complies with the provisions of such Section 313(a).

                  (b)      A copy of each such report shall, at the time of such
transmission to Securityholders, be filed by the Trustee with each stock
exchange, if any, upon which the Securities are listed, with the Commission and
with the Company. The Company will promptly notify the Trustee when the
Securities are listed on any stock exchange and of any delisting thereof.

                                   ARTICLE V
                   REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS
                               ON EVENT OF DEFAULT

         Section 5.01 Events of Default.

         "EVENT OF DEFAULT", with respect to any series of Securities, wherever
used herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body),
unless it is either inapplicable to a particular series or it is specifically
deleted or modified in the supplemental indenture under which such series of
Securities is issued or in the form of Security for such series:

                  (a)      the Company or the Guarantor defaults in the payment
of any interest upon any Securities of that series when it becomes due and
payable, and continuance of such default for a period of 30 days; provided,
however, that a valid extension of an interest payment period by the Company in
accordance with the terms of any particular series of Securities established as
contemplated in this Indenture shall not constitute a default in the payment of
interest for this purpose; or

                  (b)      the Company or the Guarantor defaults in the payment
of all or any part of the principal of, or premium, if any, on, any Securities
of that series as and when the same shall become due and payable either at the
Stated Maturity of the principal amount of the Securities, upon redemption
(including redemption for any sinking fund), by declaration or otherwise;
provided, however, that a valid extension of the Stated Maturity of such
Securities in accordance with the terms of any particular series of Securities
established as contemplated in this Indenture shall not constitute a default in
the payment of principal or premium, if any, for this purpose; or

                  (c)      the Company or the Guarantor defaults in the
performance, or breach, of any of its covenants or warranties in this Indenture
(other than a covenant or warranty a default in whose performance or whose
breach is elsewhere in this Section specifically dealt with and other than those
set forth exclusively in terms of any particular series of Securities
established as contemplated in this


                                       26
<PAGE>

Indenture), and continuance of such default or breach for a period of 60 days
after there has been given, by registered or certified mail, to the Company and
the Guarantor by the Trustee or to the Company, the Guarantor and the Trustee by
the holders of at least 25% in principal amount of the outstanding Securities, a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

                  (d)      a court having jurisdiction in the premises shall
enter a decree or order for relief in respect of the Company or the Guarantor in
an involuntary case under any applicable bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or the
Guarantor or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs and such decree or order shall remain
unstayed and in effect for a period of 60 consecutive days; or

                  (e)      the Company or the Guarantor shall commence a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, shall consent to the entry of an order for relief in
an involuntary case under any such law, or shall consent to the appointment of
or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Company or the Guarantor or of
any substantial part of its property, or shall make any general assignment for
the benefit of creditors, or shall fail generally to pay its debts as they
become due; or

                  (f)      in the event Securities are issued to a MFH Financial
Trust or a trustee of such trust in connection with the issuance of Trust
Securities by such MFH Financial Trust, such MFH Financial Trust shall have
voluntarily or involuntarily dissolved, wound-up its business or otherwise
terminated its existence except in connection with (i) the distribution of
Securities to holders of Trust Securities in liquidation of their interests in
such MFH Financial Trust, (ii) the redemption of all of the outstanding Trust
Securities of such MFH Financial Trust or (iii) certain mergers, consolidations
or amalgamations, each as permitted by the Declaration of such MFH Financial
Trust.

         If an Event of Default occurs and is continuing, then, and in each and
every such case, unless the principal of all of the Securities of such series
shall have already become due and payable, either the Trustee or the holders of
not less than 25% in aggregate principal amount of the Securities of that series
then outstanding hereunder, by notice in writing to the Company and the
Guarantor, may declare the entire principal of all Securities of that series and
the interest accrued thereon, if any, and any other amounts payable hereunder to
be due and payable immediately, and upon any such declaration the same shall
become immediately due and payable; provided that if subject Event of Default
arises under subparagraphs (d) or (e) of this Section 5.01, the principal of all
Securities of that series and the interest accrued thereon, including any
Compound Interest or Additional Interest, if any, and any other amounts payable
hereunder will automatically become immediately due and payable.

         The foregoing provisions, however, are subject to the condition that
if, at any time after the principal of the Securities of any series (or of all
the Securities, as the case may be) shall have been so declared due and payable,
and before any judgment or decree for the payment of the moneys due shall have
been obtained or entered as hereinafter provided, the Company or the Guarantor
shall pay or shall deposit with the Trustee a sum sufficient to pay all matured
installments of interest upon all the Securities of such series (or of all the
Securities, as the case may be) and the principal of and premium, if any, on any
and all Securities of such series (or of all the Securities, as the case may be)
which shall have become due otherwise than by acceleration (with interest upon
such principal and premium, if any, and, to the extent that payment of such
interest is enforceable under applicable law, on overdue installments of
interest, at the same rate as the rate of interest specified in the Securities
of such series (or at the respective rates of interest of all the Securities, as
the case may be), to the date of such payment or

                                       27
<PAGE>

deposit) and such amount as shall be sufficient to cover reasonable compensation
to the Trustee and each predecessor Trustee, their respective agents, attorneys
and counsel, and all other expenses and liabilities incurred, and all advances
made, by the Trustee and each predecessor Trustee except as a result of
negligence or bad faith, and if any and all Events of Default under the
Indenture, other than the non-payment of the principal of or premium, if any, on
Securities which shall have become due solely by acceleration, shall have been
cured, waived or otherwise remedied as provided in this Indenture, then and in
every such case the holders of a majority in aggregate principal amount of the
Securities of such series (or of all the Securities, as the case may be) then
outstanding, by written notice to the Company and to the Trustee, may waive all
defaults with respect to that series (or with respect to all Securities, as the
case may be, in such case, treated as a single class) and rescind and annul such
declaration and its consequences, but no such waiver or rescission and annulment
shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.

         In case the Trustee shall have proceeded to enforce any right under
this Indenture and such proceedings shall have been discontinued or abandoned
because of such rescission or annulment or for any other reason or shall have
been determined adversely to the Trustee, then and in every such case the
Company, the Guarantor, the Trustee and the holders of the Securities shall be
restored respectively to their several positions and rights hereunder, and all
rights, remedies and powers of the Company, the Guarantor, the Trustee and the
holders of the Securities shall continue as though no such proceeding had been
taken.

         Section 5.02 Payment of Securities on Default; Suit Therefor.

         The Company and the Guarantor covenant that (a) in case an Event of
Default under Section 5.01(a), (b), (c) or (f) shall have occurred and be
continuing, then, upon demand of the Trustee, the Company or the Guarantor will
pay to the Trustee, for the benefit of the holders of the Securities of that
series, the whole amount that then shall have become due and payable on all such
Securities of that series for principal and premium, if any, or interest, or
both, as the case may be, with interest upon the overdue principal and premium,
if any, and (to the extent that payment of such interest is enforceable under
applicable law and, if the Securities are held by a MFH Financial Trust or a
trustee of such Trust, without duplication of any other amounts paid by the
Guarantor or such MFH Financial Trust or a trustee in respect thereof) upon the
overdue installments of interest at the rate borne by the Securities of that
series; and, in addition thereto, such further amount as shall be sufficient to
cover the costs and expenses of collection, including a reasonable compensation
to the Trustee, its agents, attorneys and counsel, and any expenses or
liabilities incurred by the Trustee hereunder other than through its negligence
or bad faith.

         In case the Company or the Guarantor shall fail forthwith to pay such
amounts upon such demand, the Trustee, in its own name and as trustee of an
express trust, shall be entitled and empowered to institute any actions or
proceedings at law or in equity for the collection of the sums so due and
unpaid, and may prosecute any such action or proceeding to judgment or final
decree, and may enforce any such judgment or final decree against the Company or
the Guarantor or any other obligor on such Securities and collect in the manner
provided by law out of the property of the Company or the Guarantor or any other
obligor on such Securities wherever situated the moneys adjudged or decreed to
be payable.

         If an Event of Default under Section 5.01(d) or (e) shall have
occurred, the Trustee, irrespective of whether the principal of the Securities
of any series shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Trustee shall have made
any demand pursuant to the provisions of this Section 5.02, shall be entitled
and empowered, by intervention in such proceedings or otherwise, to file and
prove a claim or claims for the whole amount of principal and interest owing and
unpaid in respect of the Securities of such series and, in case of any judicial

                                       28
<PAGE>

proceedings, to 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 reasonable compensation to the Trustee and each predecessor
Trustee, and their respective agents, attorneys and counsel, and for
reimbursement of all expenses and liabilities incurred, and all advances made,
by the Trustee and each predecessor Trustee, except as a result of negligence or
bad faith) and of the Securityholders allowed in such judicial proceedings
relative to the Company or the Guarantor or any other obligor on the Securities
of any series, or to the creditors or property of the Company or the Guarantor
or such other obligor, unless prohibited by applicable law and regulations, to
vote on behalf of the holders of the Securities or any series in any election of
a trustee or a standby trustee in arrangement, reorganization, liquidation or
other bankruptcy or insolvency proceedings or person performing similar
functions in comparable proceedings, and to collect and receive any moneys or
other property payable or deliverable on any such claims, and to distribute the
same after the deduction of its charges and expenses; and any receiver, assignee
or trustee in bankruptcy or reorganization is hereby authorized by each of the
Securityholders to make such payments to the Trustee, and, in the event that the
Trustee shall consent to the making of such payments directly to the
Securityholders, to pay to the Trustee such amounts as shall be sufficient to
cover reasonable compensation to the Trustee, each predecessor Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by the Trustee and each predecessor Trustee
except as a result of negligence or bad faith.

         Nothing herein contained shall be construed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Securityholder any
plan of reorganization, arrangement, adjustment or composition affecting the
Securities of any series or the rights of any holder thereof or to authorize the
Trustee to vote in respect of the claim of any Securityholder in any such
proceeding.

         All rights of action and of asserting claims under this Indenture, or
under any of the Securities, may be enforced by the Trustee without the
possession of any of the Securities, or the production thereof on any trial or
other proceeding relative thereto, and any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust, and
any recovery of judgment shall be for the ratable benefit of the holders of the
Securities.

         In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture to which the
Trustee shall be a party) the Trustee shall be held to represent all the holders
of the Securities, and it shall not be necessary to make any holders of the
Securities parties to any such proceedings.

         Section 5.03 Application of Moneys Collected by Trustee.

         Any moneys collected by the Trustee shall be applied in the following
order, at the date or dates fixed by the Trustee for the distribution of such
moneys, upon presentation of the several Securities in respect of which moneys
have been collected, and stamping thereon the payment, if only partially paid,
and upon surrender thereof if fully paid:

         First: To the payment of costs and expenses of collection applicable to
such series and reasonable compensation to the Trustee, its agents, attorneys
and counsel, and of all other expenses and liabilities incurred, and all
advances made, by the Trustee except as a result of its negligence or bad faith;

         Second: To the payment of all Senior Indebtedness of the Company if and
to the extent required by Article XV hereof; and

         Third: In case the principal of the outstanding Securities in respect
of which moneys have been collected shall not have become due and be unpaid, to
the payment of the amounts then due and unpaid

                                       29
<PAGE>

upon Securities of such series for principal (and premium, if any), and interest
on the Securities of such series, in respect of which or for the benefit of
which money has been collected, ratably, without preference or priority of any
kind, according to the amounts due on such Securities for principal (and
premium, if any) and interest, respectively. The holders of each series of
Securities denominated in a Foreign Currency shall be entitled to receive a
ratable portion of the amount determined by an exchange rate agent by converting
the principal amount outstanding of such series of Securities in the currency in
which such series of Securities is denominated into Dollars at the Exchange Rate
as of the date of declaration of acceleration of the Stated Maturity of the
Securities (or, if there is no such rate on such date for the reasons specified
in Section 2.15(d) of the Indenture, such rate on the date specified in such
Section).

         Section 5.04 Proceedings by Securityholders.

         No holder of any Security of any series shall have any right by virtue
of or by availing of any provision of this Indenture to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless such holder previously shall have given to the Trustee
written notice of an Event of Default and of the continuance thereof with
respect to the Securities of such series specifying such Event of Default, as
hereinbefore provided, and unless also the holders of not less than 25% in
aggregate principal amount of the Securities of that series then outstanding
shall have made written request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee hereunder and shall have offered to the
Trustee security or indemnity satisfactory to the Trustee as it may require
against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee for 60 days after its receipt of such notice, request and offer
of indemnity shall have failed to institute any such action, suit or proceeding,
it being understood and intended, and being expressly covenanted by the taker
and holder of every Security with every other taker and holder and the Trustee,
that no one or more holders of Securities of any series shall have any right in
any manner whatever by virtue of or by availing of any provision of this
Indenture to affect, disturb or prejudice the rights of any other holder of
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of the applicable series.

         Notwithstanding any other provisions in this Indenture, however, the
right of any holder of any Security to receive payment of the principal of
(premium, if any) and interest, if any, on such Security, on or after the same
shall have become due and payable, or to institute suit for the enforcement of
any such payment, shall not be impaired or affected without the consent of such
holder and by accepting a Security hereunder it is expressly understood,
intended and covenanted by the taker and holder of every Security of such series
with every other such taker and holder and the Trustee, that no one or more
holders of Securities of such series shall have any right in any manner
whatsoever by virtue or by availing of any provision of this Indenture to
affect, disturb or prejudice the rights of the holders of any other such
Securities, or to obtain or seek to obtain priority over or preference to any
other such holder, or to enforce any right under this Indenture, except in the
manner herein provided and for the equal, ratable and common benefit of all
holders of Securities of such series. For the protection and enforcement of the
provisions of this Section, each and every Securityholder and the Trustee shall
be entitled to such relief as can be given either at law or in equity.

         The Company, the Guarantor and the Trustee acknowledge that pursuant to
each Declaration, the holders of Preferred Securities are entitled, in the
circumstances and subject to the limitations set forth therein, to commence a
Direct Action (as defined therein) with respect to any Event of Default under
this Indenture. Notwithstanding any payments made to such holder of Preferred
Securities by the Company or the Guarantor in connection with a Direct Action,
the Company shall remain obligated to pay the

                                       30
<PAGE>

principal of or interest on the Securities held by the Trust or the
Institutional Trustee, and the Company or the Guarantor, as the case may be,
shall be subrogated to the rights of the holder of such Preferred Securities
relating to any payments on the Securities to the extent of any payments made by
the Company or the Guarantor, as the case may be, to any such holder in any
Direct Action.

         Section 5.05 Proceedings by Trustee.

         In case of an Event of Default hereunder the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee shall deem
most effectual to protect and enforce any of such rights, either by suit in
equity or by action at law or by proceeding in bankruptcy or otherwise, whether
for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture, or
to enforce any other legal or equitable right vested in the Trustee by this
Indenture or by law.

         Section 5.06 Remedies Cumulative and Continuing.

         Except as otherwise provided in the last paragraph of Section 2.08 with
respect to the replacement or payment of mutilated, lost or stolen Securities,
all powers and remedies given by this Article V to the Trustee or to the
Securityholders shall, to the extent permitted by law, be deemed cumulative and
not exclusive of any other powers and remedies available to the Trustee or the
holders of the Securities, by judicial proceedings or otherwise, to enforce the
performance or observance of the covenants and agreements contained in this
Indenture or otherwise established with respect to such series, and no delay or
omission of the Trustee or of any holder of any of the Securities to exercise
any right or power accruing upon any Event of Default occurring and continuing
as aforesaid shall impair any such right or power, or shall be construed to be a
waiver of any such default or an acquiescence therein; and, subject to the
provisions of Section 5.04, every power and remedy given by this Article V or by
law to the Trustee or to the Securityholders may be exercised from time to time,
and as often as shall be deemed expedient, by the Trustee or by the
Securityholders.

         Section 5.07 Direction of Proceedings and Waiver of Defaults by
Majority of Securityholders.

         The holders of a majority in aggregate principal amount of the
Securities of any or all series affected (voting as one class) at the time
outstanding shall have the right to 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; provided, however, that (subject to
the provisions of Section 6.01) the Trustee shall have the right to decline to
follow any such direction if the Trustee shall determine that the action so
directed would be unjustly prejudicial to the holders not taking part in such
direction or if the Trustee being advised by counsel determines that the action
or proceeding so directed may not lawfully be taken or if the Trustee in good
faith by its board of directors or trustees, executive committee, or a trust
committee of directors or trustees and/or Responsible Officers shall determine
that the action or proceedings so directed would involve the Trustee in personal
liability. Prior to any declaration accelerating the Stated Maturity of any
series of the Securities, or of all the Securities, as the case may be, the
holders of a majority in aggregate principal amount of the Securities of that
series at the time outstanding may on behalf of the holders of all of the
Securities of such series waive any past default or Event of Default, including
any default established pursuant to Section 2.03 and its consequences, except a
default (a) in the payment of principal of, premium, if any, or interest on any
of the Securities, (b) in respect of covenants or provisions hereof which cannot
be modified or amended without the consent of the holder of each Security
affected, or (c) of the covenants contained in Section 3.06; provided, however,
that if the Securities of such series are held by a MFH Financial Trust or a
trustee of such trust, such waiver or modification to such waiver shall not be
effective until the holders of a majority in liquidation preference of Trust
Securities of the applicable MFH Financial Trust shall have consented to such
waiver

                                       31
<PAGE>

or modification to such waiver; provided, further, that if the consent of the
holder of each outstanding Security is required, such waiver shall not be
effective until each holder of the Trust Securities of the applicable MFH
Financial Trust shall have consented to such waiver. Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Guarantor, the Trustee and the holders of the
Securities of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Upon any such waiver the
Company, the Guarantor, the Trustee and the holders of the Securities of that
series (or of all Securities, as the case may be) shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon. Whenever any default or Event of Default hereunder
shall have been waived as permitted by this Section 5.07, said default or Event
of Default shall for all purposes of the Securities of that series (or of all
Securities, as the case may be) and this Indenture be deemed to have been cured
and to be not continuing.

         The foregoing provisions shall be in lieu of Sections 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such sections are hereby expressly
excluded from this Indenture and the Securities, as permitted by the Trust
Indenture Act.

         Section 5.08 Notice of Defaults.

         The Trustee shall, within 60 days after the occurrence of a default
with respect to the Securities of any series, mail to all Securityholders of
that series, as the names and addresses of such holders appear upon the Security
Register, notice of all defaults with respect to that series known to the
Trustee, unless such defaults shall have been cured before the giving of such
notice (the term "DEFAULTS" for the purpose of this Section 5.08 being hereby
defined to be the events specified in clauses (a), (b), (c), (d), (e) and (f) of
Section 5.01, not including periods of grace, if any, provided for therein, and
irrespective of the giving of written notice specified in clause (c) of Section
5.01); and provided that, except in the case of default in the payment of the
principal of, premium, if any, or interest on any of the Securities of such
series, the Trustee shall be protected in withholding such notice if and so long
as the board of directors, the executive committee, or a trust committee of
directors and/or Responsible Officers of the Trustee in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series; and provided further, that in the case of any default of the
character specified in Section 5.01(c), no such notice to Securityholders of
such series shall be given until 60 days after the Trustee has notified the
Company and the Guarantor of such occurrence.

         Section 5.09 Undertaking to Pay Costs.

         All parties to this Indenture agree, and each holder of any Security by
his acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, 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 Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees and
expenses, against any party litigant in such suit, having due regard to the
merits and good faith of the claims or defenses made by such party litigant; but
the provisions of this Section 5.09 shall not apply to any suit instituted by
the Trustee, to any suit instituted by any Securityholder, or group of
Securityholders, of any series, holding in the aggregate more than 10% in
principal amount of the Securities of that series outstanding, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of (or premium, if any) or interest on any Security against the
Company on or after the same shall have become due and payable.

                                       32
<PAGE>

                                   ARTICLE VI
                             CONCERNING THE TRUSTEE

         Section 6.01 Duties and Responsibilities of Trustee.

         With respect to the holders of any series of Securities issued
hereunder, the Trustee, prior to the occurrence of an Event of Default with
respect to Securities of that series and after the curing or waiving of all
Events of Default which may have occurred, with respect to Securities of that
series, undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture, and no implied covenants or
obligations shall be read into this Indenture against the Trustee. In case an
Event of Default with respect to the Securities of a series has occurred (which
has not been cured or waived) the Trustee shall exercise such of the rights and
powers vested in it by this Indenture, and use the same 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.

         No provision of this Indenture shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct, except that:

                  (a)      prior to the occurrence of an Event of Default with
respect to Securities of a series and after the curing or waiving of all Events
of Default with respect to that series which may have occurred:

                           (1)      the duties and obligations of the Trustee
         with respect to Securities of a series shall be determined solely by
         the express provisions of this Indenture, and the Trustee shall not be
         liable except for the performance of such duties and obligations with
         respect to such series as are specifically set forth in this Indenture,
         and no implied covenants or obligations shall be read into this
         Indenture against the Trustee; and

                           (2)      in the absence of bad faith on the part of
         the Trustee, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         any certificates or opinions furnished to the Trustee and conforming to
         the requirements of this Indenture; but, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform to
         the requirements of this Indenture (but need not confirm or investigate
         the accuracy of mathematical calculations or other facts stated
         therein);

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

                  (c)      the Trustee shall not be liable with respect to any
action taken or omitted to be taken by it in good faith, in accordance with the
direction of the Securityholders pursuant to Section 5.07, relating to the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee, under this
Indenture.

         None of the provisions contained in this Indenture shall require the
Trustee to expend or risk its own funds or otherwise incur personal financial
liability in the performance of any of its duties or in the exercise of any of
its rights or powers, if there is reasonable ground for believing that the
repayment of such funds or liability is not reasonably assured to it under the
terms of this Indenture or adequate indemnity against such risk is not
reasonably assured to it.

                                       33
<PAGE>

         Section 6.02 Reliance on Documents, Opinions, etc.

         Except as otherwise provided in Section 6.01:

                  (a)      the Trustee may conclusively rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
note, debenture or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;

                  (b)      any request, direction, order or demand of the
Company or the Guarantor mentioned herein shall be sufficiently evidenced by an
Officers' Certificate (unless other evidence in respect thereof be herein
specifically prescribed); and any Board Resolution may be evidenced to the
Trustee by a copy thereof certified by the Secretary or an Assistant Secretary
of the Company or the Guarantor, as the case may be;

                  (c)      the Trustee may consult with counsel of its selection
and any advice or Opinion of Counsel shall be full and complete authorization
and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel;

                  (d)      the Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request, order
or direction of any of the Securityholders, pursuant to the provisions of this
Indenture, unless such Securityholders shall have offered to the Trustee
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which may be incurred therein or thereby;

                  (e)      the Trustee shall not be liable for any action taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights or powers conferred upon it by this Indenture;
nothing contained herein shall, however, relieve the Trustee of the obligation,
upon the occurrence of an Event of Default with respect to a series of the
Securities (that has not been cured or waived) to exercise with respect to
Securities of that series such of the rights and powers vested in it by this
Indenture, and to use the same 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;

                  (f)      the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order,
approval, bond, debenture, coupon or other paper or document, unless requested
in writing to do so by the holders of not less than a majority in principal
amount of the outstanding Securities of the series affected thereby; provided,
however, that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require indemnity satisfactory to the Trustee against such expense
or liability as a condition to so proceeding;

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

                  (h)      the Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Trustee has
actual knowledge thereof or unless written notice of any

                                       34
<PAGE>

event which is in fact such a default is received by the Trustee at the
principal office of the Trustee, and such notice references the Securities and
this Indenture;

                  (i)      the rights, privileges, protections, immunities and
benefits given to the Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Trustee in each
of its capacities hereunder, and to each agent, custodian and other Person
employed to act hereunder; and

                  (j)      the Trustee may request that the Company and the
Guarantor deliver Officers' Certificates setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions
pursuant to this Indenture, which Officers' Certificates may be signed by any
person authorized to sign an Officers' Certificate, including any person
specified as so authorized in any such certificate previously delivered and not
superseded.

         Section 6.03. No Responsibility for Recitals, etc.

         The recitals contained herein and in the Securities (except in the
Certificate of Authentication of the Trustee or the Authenticating Agent) shall
be taken as the statements of the Company and the Guarantor, and the Trustee and
the Authenticating Agent assume no responsibility for the correctness of the
same. The Trustee and the Authenticating Agent make no representations as to the
validity or sufficiency of this Indenture or of the Securities. The Trustee and
the Authenticating Agent shall not be accountable for the use or application by
the Company or the Guarantor of any Securities or the proceeds of any Securities
authenticated and delivered by the Trustee or the Authenticating Agent in
conformity with the provisions of this Indenture.

         Section 6.04. Trustee, Authenticating Agent, Paying Agents, Transfer
Agents or Registrar May Own Securities.

         The Trustee or any Authenticating Agent or any paying agent or any
transfer agent or any Security registrar, in its individual or any other
capacity, may become the owner or pledgee of Securities with the same rights it
would have if it were not Trustee, Authenticating Agent, paying agent, transfer
agent or Security registrar.

         Section 6.05. Moneys to be Held in Trust.

         Subject to the provisions of Section 11.04, all moneys received by the
Trustee or any paying agent shall, until used or applied as herein provided, be
held in trust for the purpose for which they were received, but need not be
segregated from other funds except to the extent required by law. The Trustee
and any paying agent shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed in writing with the Company
and the Guarantor.

         Section 6.06. Compensation and Expenses of Trustee.

         The Company and the Guarantor, jointly and severally, covenant and
agree to pay to the Trustee from time to time, and the Trustee shall be entitled
to, such compensation as shall be agreed to in writing among the Company, the
Guarantor and the Trustee (which shall not be limited by any provision of law in
regard to the compensation of a trustee of an express trust), and the Company
and the Guarantor will pay or reimburse the Trustee upon its request for all
reasonable expenses, disbursements and advances incurred or made by the Trustee
in accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and of
all persons not regularly in its employ and any amounts paid by the Trustee to
any Authenticating Agent pursuant to

                                       35

<PAGE>

Section 6.14) except any such expense, disbursement or advance as may arise from
its negligence or bad faith. The Company and the Guarantor also covenant to
indemnify each of the Trustee and any predecessor Trustee (and its officers,
agents, directors and employees) for, and to hold it harmless against, any and
all loss, damage, claim, liability or expense, including taxes (other than taxes
based on the income of the Trustee), incurred without negligence or bad faith on
the part of the Trustee and arising out of or in connection with the acceptance
or administration of this trust, including the costs and expenses of defending
itself against any claim (whether asserted by the Company, the Guarantor, a
holder of Securities or any other Person) of liability in the premises. The
obligations of the Company and the Guarantor under this Section 6.06 to
compensate and indemnify the Trustee and to pay or reimburse the Trustee for
expenses, disbursements and advances shall constitute additional indebtedness
hereunder, and shall survive the resignation or removal of the Trustee and the
termination of this Indenture. Such additional indebtedness shall be secured by
a lien prior to that of the Securities upon all property and funds held or
collected by the Trustee as such, except funds held in trust for the benefit of
the holders of particular Securities.

         When the Trustee incurs expenses or renders services in connection with
an Event of Default specified in Section 5.01(d) or Section 5.01(e), the
expenses (including the reasonable charges and expenses of its counsel) and the
compensation for the services are intended to constitute expenses of
administration under any applicable federal or state bankruptcy, insolvency or
other similar law.

         The provisions of this Section shall survive the resignation or removal
of the Trustee and satisfaction and discharge of this Indenture.

         Section 6.07. Officers' Certificate as Evidence.

         Except as otherwise provided in Sections 6.01 and 6.02, whenever in the
administration of the provisions of this Indenture the Trustee shall deem it
necessary or desirable that a matter be proved or established prior to taking or
omitting any action hereunder, such matter (unless other evidence in respect
thereof be herein specifically prescribed) may, in the absence of negligence or
bad faith on the part of the Trustee, be deemed to be conclusively proved and
established by an Officers' Certificate delivered to the Trustee, and such
certificate, in the absence of negligence or bad faith on the part of the
Trustee, shall be full warrant to the Trustee for any action taken or omitted by
it under the provisions of this Indenture upon the faith thereof.

         Section 6.08. Conflicting Interest of Trustee.

         If the Trustee has or shall acquire any "conflicting interest" within
the meaning of Section 310(b) of the Trust Indenture Act, the Trustee and the
Company shall in all respects comply with the provisions of Section 310(b) of
the Trust Indenture Act.

         Section 6.09. Eligibility of Trustee.

         The Trustee hereunder shall at all times be a corporation organized and
doing business under the laws of the United States of America or any state or
territory thereof or of the District of Columbia or a corporation or other
Person permitted to act as trustee by the Commission authorized under such laws
to exercise corporate trust powers, having a combined capital and surplus of at
least 50 million U.S. dollars ($50,000,000) and subject to supervision or
examination by federal, state, territorial, or District of Columbia authority.
If such corporation publishes reports of condition at least annually, pursuant
to law or to the requirements of the aforesaid supervising or examining
authority, then for the purposes of this Section 6.09 the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.

                                       36

<PAGE>

         The Company and the Guarantor may not, nor may any Person directly or
indirectly controlling, controlled by, or under common control with the Company
or the Guarantor, serve as Trustee.

         In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section 6.09, the Trustee shall resign
immediately in the manner and with the effect specified in Section 6.10.

         Section 6.10. Resignation or Removal of Trustee.

                  (a)      The Trustee, or any trustee or trustees hereafter
appointed, may at any time resign with respect to one or more or all series of
Securities by giving written notice of such resignation to the Company and the
Guarantor and by mailing notice thereof to the holders of the applicable series
of Securities at their addresses as they shall appear on the Security Register.
Upon receiving such notice of resignation, the Company and the Guarantor shall
promptly appoint a successor trustee or trustees with respect to the applicable
series by written instrument, in duplicate, executed by order of its Board of
Directors, one copy of which instrument shall be delivered to the resigning
Trustee and one copy to the successor trustee. If no successor trustee shall
have been so appointed with respect to any series of Securities and have
accepted appointment within 30 days after the mailing of such notice of
resignation to the affected Securityholders, the resigning Trustee may petition,
at the expense of the Company, any court of competent jurisdiction for the
appointment of a successor trustee, or any Securityholder who has been a bona
fide holder of a Security or Securities of the applicable series for at least
six months may, subject to the provisions of Section 5.09, on behalf of himself
and all others similarly situated, petition any such court for the appointment
of a successor trustee. Such court may thereupon, after such notice, if any, as
it may deem proper and prescribe, appoint a successor trustee.

                  (b)      In case at any time any of the following shall occur:

                           (1)      the Trustee shall fail to comply with the
         provisions of Section 6.08 after written request therefor by the
         Company or the Guarantor or by any Securityholder who has been a bona
         fide holder of a Security or Securities for at least six months, or

                           (2)      the Trustee shall cease to be eligible in
         accordance with the provisions of Section 6.09 and shall fail to resign
         after written request therefor by the Company or the Guarantor or by
         any such Securityholder, or

                           (3)      the Trustee shall become incapable of
         acting, or shall be adjudged a bankrupt or insolvent, or a receiver of
         the Trustee or of its property shall be appointed, or any public
         officer shall take charge or control of the Trustee or of its property
         or affairs for the purpose of rehabilitation, conservation or
         liquidation;

then, in any such case, the Company or the Guarantor may remove the Trustee and
appoint a successor trustee by written instrument, in duplicate, executed by
order of the Board of Directors, one copy of which instrument shall be delivered
to the Trustee so removed and one copy to the successor trustee, or, subject to
the provisions of Section 5.09, any Securityholder who has been a bona fide
holder of a Security or Securities of the applicable series for at least six
months may, on behalf of himself and all others similarly situated, petition any
court of competent jurisdiction for the removal of the Trustee and the
appointment of a successor trustee. Such court may thereupon, after such notice,
if any, as it may deem proper and prescribe, remove the Trustee and appoint a
successor trustee.

                  (c)      The holders of a majority in aggregate principal
amount of the Securities of any series at the time outstanding may at any time
remove the Trustee with respect to such series and

                                       37

<PAGE>

nominate a successor trustee with respect to the applicable series of Securities
or all series, as the case may be, which shall be deemed appointed as successor
trustee with respect to the applicable series unless within ten Business Days
after such nomination the Company or the Guarantor objects thereto, in which
case the Trustee so removed or any Securityholder of the applicable series, upon
the terms and conditions and otherwise as provided in subsection (a) of this
Section 6.10, may petition, at the expense of the Company, any court of
competent jurisdiction for an appointment of a successor trustee with respect to
such series.

                  (d)      Any resignation or removal of the Trustee and
appointment of a successor trustee pursuant to any of the provisions of this
Section 6.10 shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 6.11.

         Section 6.11. Acceptance by Successor Trustee.

         Any successor trustee appointed as provided in Section 6.10 shall
execute, acknowledge and deliver to the Company and the Guarantor and to its
predecessor trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the retiring trustee with respect to all
or any applicable series shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, duties and obligations with respect to such series of its
predecessor hereunder, with like effect as if originally named as trustee
herein; but, nevertheless, on the written request of the Company or the
Guarantor or of the successor trustee, the trustee ceasing to act shall, upon
payment of any amounts then due it pursuant to the provisions of Section 6.06,
execute and deliver an instrument transferring to such successor trustee all the
rights and powers of the trustee so ceasing to act and shall duly assign,
transfer and deliver to such successor trustee all property and money held by
such retiring trustee thereunder. Upon request of any such successor trustee,
the Company and the Guarantor shall execute any and all instruments in writing
for more fully and certainly vesting in and confirming to such successor trustee
all such rights and powers. Any trustee ceasing to act shall, nevertheless,
retain a lien upon all property or funds held or collected by such trustee to
secure any amounts then due it pursuant to the provisions of Section 6.06.

         If a successor trustee is appointed with respect to the Securities of
one or more (but not all) series, the Company, the Guarantor, the retiring
trustee and each successor trustee with respect to the Securities of any
applicable series shall execute and deliver an indenture supplemental hereto
which shall contain such provisions as shall be deemed necessary or desirable to
confirm that all the rights, powers, trusts and duties of the retiring trustee
with respect to the Securities of any series as to which the predecessor trustee
is not retiring shall continue to be vested in the predecessor trustee, and
shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the Trust hereunder
by more than one trustee, it being understood that nothing herein or in such
supplemental indenture shall constitute such trustees co-trustees of the same
trust and that each such trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other
such trustee.

         No successor trustee shall accept appointment as provided in this
Section 6.11 unless at the time of such acceptance such successor trustee shall
be qualified under the provisions of Section 6.08 and eligible under the
provisions of Section 6.09.

         Upon acceptance of appointment by a successor trustee as provided in
this Section 6.11, the Company and the Guarantor shall mail notice of the
succession of such trustee hereunder to the holders of Securities of any
applicable series at their addresses as they shall appear on the Security
Register. If the Company and the Guarantor fail to mail such notice within ten
days after the acceptance of appointment

                                       38

<PAGE>

by the successor trustee, the successor trustee shall cause such notice to be
mailed at the expense of the Company and the Guarantor.

         Section 6.12. Succession by Merger, etc.

         Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder without
the execution or filing of any paper or any further act on the part of any of
the parties hereto.

         In case at the time such successor to the Trustee shall succeed to the
trusts created by this Indenture any of the Securities of any series shall have
been authenticated but not delivered, any such successor to the Trustee may
adopt the Certificate of Authentication of any predecessor trustee, and deliver
such Securities so authenticated; and in case at that time any of the Securities
of any series shall not have been authenticated, any successor to the Trustee
may authenticate such Securities either in the name of any predecessor hereunder
or in the name of the successor trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Securities of such series
or in this Indenture provided that the certificate of the Trustee shall have;
provided, however, that the right to adopt the Certificate of Authentication of
any predecessor Trustee or authenticate Securities of any series in the name of
any predecessor Trustee shall apply only to its successor or successors by
merger, conversion or consolidation.

         Section 6.13. Limitation on Rights of Trustee as a Creditor.

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship described in Section 311(b) of the
Trust Indenture Act. A Trustee who has resigned or been removed shall be subject
to Section 311(a) of the Trust Indenture Act to the extent included therein.

         Section 6.14. Authenticating Agents.

         There may be one or more Authenticating Agents appointed by the Trustee
upon the request of the Company and the Guarantor with power to act on its
behalf and subject to its direction in the authentication and delivery of
Securities of any series issued upon exchange or registration of transfer
thereof as fully to all intents and purposes as though any such Authenticating
Agent had been expressly authorized to authenticate and deliver Securities of
such series; provided that the Trustee shall have no liability to the Company or
the Guarantor for any acts or omissions of the Authenticating Agent with respect
to the authentication and delivery of Securities of any series. Any such
Authenticating Agent shall at all times be a corporation organized and doing
business under the laws of the United States or of any state or territory
thereof or of the District of Columbia authorized under such laws to act as
Authenticating Agent, having a combined capital and surplus of at least
$5,000,000 and being subject to supervision or examination by federal, state,
territorial or District of Columbia authority. If such corporation publishes
reports of condition at least annually pursuant to law or the requirements of
such authority, then for the purposes of this Section 6.14 the combined capital
and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time an Authenticating Agent shall cease to be eligible in accordance with
the provisions of this Section, it shall resign immediately in the manner and
with the effect herein specified in this Section.

         Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to

                                       39

<PAGE>

which any Authenticating Agent shall be a party, or any corporation succeeding
to all or substantially all of the corporate trust business of any
Authenticating Agent, shall be the successor of such Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section 6.14 without the execution or filing of any paper or any further act on
the part of the parties hereto or such Authenticating Agent.

         Any Authenticating Agent may at any time resign with respect to one or
more or all series of Securities by giving written notice of resignation to the
Trustee and to the Company and the Guarantor. The Trustee may at any time
terminate the agency of any Authenticating Agent with respect to one or more or
all series of Securities by giving written notice of termination to such
Authenticating Agent and to the Company and the Guarantor. Upon receiving such a
notice of resignation or upon such a termination, or in case at any time any
Authenticating Agent shall cease to be eligible under this Section 6.14, the
Trustee may, and upon the request of the Company and the Guarantor shall,
promptly appoint a successor Authenticating Agent with respect to the applicable
series eligible under this Section 6.14, shall give written notice of such
appointment to the Company and the Guarantor and shall mail notice of such
appointment to all holders of the applicable series of Securities as the names
and addresses of such holders appear on the Security Register. Any successor
Authenticating Agent with respect to all or any series upon acceptance of its
appointment hereunder shall become vested with all rights, powers, duties and
responsibilities with respect to such series of its predecessor hereunder, with
like effect as if originally named as Authenticating Agent herein.

         The Company and the Guarantor agree to pay to any Authenticating Agent
from time to time reasonable compensation for its services. Any Authenticating
Agent shall have no responsibility or liability for any action taken by it as
such in accordance with the directions of the Trustee.

                                   ARTICLE VII
                         CONCERNING THE SECURITYHOLDERS

         Section 7.01. Action by Securityholders.

         Whenever in this Indenture it is provided that the holders of a
specified percentage in aggregate principal amount of the Securities of any or
all series may take any action (including the making of any demand or request,
the giving of any notice, consent or waiver or the taking of any other action)
the fact that at the time of taking any such action the holders of such
specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Securityholders
in person or by agent or proxy appointed in writing, or (b) by the record of
such holders of Securities voting in favor thereof at any meeting of such
Securityholders duly called and held in accordance with the provisions of
Article VIII hereof, or (c) by a combination of such instrument or instruments
and any such record of such a meeting of such Securityholders.

         If the Company or the Guarantor shall solicit from the Securityholders
of any series any request, demand, authorization, direction, notice, consent,
waiver or other action, the Company or the Guarantor may, at its option, as
evidenced by an Officers' Certificate, fix in advance a record date for such
series for the determination of Securityholders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Company or the Guarantor shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the outstanding Securities of that series shall be computed as

                                       40

<PAGE>

of the record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.

         Section 7.02. Proof of Execution by Securityholders.

         Subject to the provisions of Section 6.01, 6.02 and 8.05, proof of the
execution of any instrument by a Securityholder or his agent or proxy shall be
sufficient if made in accordance with such reasonable rules and regulations as
may be prescribed by the Trustee or in such manner as shall be satisfactory to
the Trustee. The ownership of Securities shall be proved by the Security
Register or by a certificate of the Security registrar. The Trustee may require
such additional proof of any matter referred to in this Section as it shall deem
necessary.

         The record of any Securityholders' meeting shall be proved in the
manner provided in Section 8.06.

         Section 7.03. Who Are Deemed Absolute Owners.

         Prior to due presentment for registration of transfer of any Security,
the Company, the Guarantor, the Trustee, any Authenticating Agent, any paying
agent, any transfer agent and any Security registrar may deem the person in
whose name such Security shall be registered upon the Security Register to be,
and may treat him as, the absolute owner of such Security (whether or not such
Security shall be overdue) for the purpose of receiving payment of or on account
of the principal of, premium, if any, and interest on such Security and for all
other purposes; and neither the Company nor the Guarantor nor the Trustee nor
any Authenticating Agent nor any paying agent nor any transfer agent nor any
Security registrar shall be affected by any notice to the contrary. All such
payments so made to any holder for the time being or upon his order shall be
valid, and, to the extent of the sum or sums so paid, effectual to satisfy and
discharge the liability for moneys payable upon any such Security.

         Section 7.04. Securities Owned by Company or the Guarantor Deemed Not
Outstanding.

         In determining whether the holders of the requisite aggregate principal
amount of Securities have concurred in any direction, consent or waiver under
this Indenture, Securities which are owned by the Company or the Guarantor or
any other obligor on the Securities or by any Person directly or indirectly
controlling or controlled by or under direct or indirect common control with the
Company or the Guarantor or any other obligor on the Securities shall be
disregarded and deemed not to be outstanding for the purpose of any such
determination; provided that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, consent or waiver, only
Securities which a Responsible Officer actually knows are so owned shall be so
disregarded. Securities so owned which have been pledged in good faith may be
regarded as outstanding for the purposes of this Section 7.04 if the pledgee
shall establish to the satisfaction of the Trustee the pledgee's right to vote
such Securities and that the pledgee is not the Company or the Guarantor or any
such other obligor or Person directly or indirectly controlling or controlled by
or under direct or indirect common control with the Company or the Guarantor or
any such other obligor. In the case of a dispute as to such right, any decision
by the Trustee taken upon the advice of counsel shall be full protection to the
Trustee.

         Section 7.05. Revocation of Consents; Future Holders Bound.

         At any time prior to (but not after) the evidencing to the Trustee, as
provided in Section 7.01, of the taking of any action by the holders of the
percentage in aggregate principal amount of the Securities specified in this
Indenture in connection with such action, any holder of a Security (or any
Security issued

                                       41

<PAGE>

in whole or in part in exchange or substitution therefor) the serial number of
which is shown by the evidence to be included in the Securities the holders of
which have consented to such action may, by filing written notice with the
Trustee at its principal office and upon proof of holding as provided in Section
7.02, revoke such action so far as concerns such Security (or so far as concerns
the principal amount represented by any exchanged or substituted Security).
Except as aforesaid any such action taken by the holder of any Security shall be
conclusive and binding upon such holder and upon all future holders and owners
of such Security, and of any Security issued in exchange or substitution
therefor, irrespective of whether or not any notation in regard thereto is made
upon such Security or any Security issued in exchange or substitution therefor.

                                  ARTICLE VIII
                            SECURITYHOLDERS' MEETINGS

         Section 8.01. Purposes of Meetings.

         A meeting of Securityholders of any or all series may be called at any
time and from time to time pursuant to the provisions of this Article VIII for
any of the following purposes:

                  (a)      to give any notice to the Company or to the Guarantor
or to the Trustee, or to give any directions to the Trustee, or to consent to
the waiving of any default hereunder and its consequences, or to take any other
action authorized to be taken by Securityholders pursuant to any of the
provisions of Article V hereof;

                  (b)      to remove the Trustee and nominate a successor
trustee pursuant to the provisions of Article VI hereof;

                  (c)      to consent to the execution of an indenture or
indentures supplemental hereto pursuant to the provisions of Section 9.02; or

                  (d)      to take any other action authorized to be taken by or
on behalf of the holders of any specified aggregate principal amount of such
Securities under any other provision of this Indenture or under applicable law.

         Section 8.02. Call of Meetings by Trustee.

         The Trustee may at any time call a meeting of Securityholders of any or
all series to take any action specified in Section 8.01, to be held at such time
and at such place in the Borough of Manhattan, The City of New York, as the
Trustee shall determine. Notice of every meeting of the Securityholders of any
or all series, setting forth the time and the place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be mailed
to holders of Securities of each series affected at their addresses as they
shall appear on the Securities Register for each series affected. Such notice
shall be mailed not less than 20 nor more than 180 days prior to the date fixed
for the meeting.

         Section 8.03. Call of Meetings by Company, Guarantor or
Securityholders.

         In case at any time the Company or the Guarantor pursuant to a
resolution of the Board of Directors, or the holders of at least 10% in
aggregate principal amount of the Securities of any or all series, as the case
may be, then outstanding, shall have requested the Trustee to call a meeting of
Securityholders of any or all series, as the case may be, by written request
setting forth in reasonable detail the action proposed to be taken at the
meeting, and the Trustee shall not have mailed the notice of such meeting within
20 days after receipt of such request, then the Company, the Guarantor or such

                                       42

<PAGE>

Securityholders may determine the time and the place in said Borough of
Manhattan for such meeting and may call such meeting to take any action
authorized in Section 8.01, by mailing notice thereof as provided in Section
8.02.

         Section 8.04. Qualifications for Voting.

         To be entitled to vote at any meeting of Securityholders a Person shall
(a) be a holder of one or more Securities with respect to which the meeting is
being held or (b) a Person appointed by an instrument in writing as proxy by a
holder of one or more such Securities. The only Persons who shall be entitled to
be present or to speak at any meeting of Securityholders shall be the Persons
entitled to vote at such meeting and their counsel and any representatives of
the Trustee and its counsel and any representatives of the Company and its
counsel and any representatives of the Guarantor and its counsel.

         Section 8.05. Regulations.

         Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Securityholders, in regard to proof of the holding of Securities and of the
appointment of proxies, and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other evidence of the right to vote, and such other matters concerning the
conduct of the meeting as it shall think fit.

         The Trustee shall, by an instrument in writing, appoint a temporary
chairman of the meeting, unless the meeting shall have been called by the
Company, by the Guarantor or by Securityholders as provided in Section 8.03, in
which case the Company, the Guarantor or the Securityholders calling the
meeting, as the case may be, shall in like manner appoint a temporary chairman.
A permanent chairman and a permanent secretary of the meeting shall be elected
by majority vote of the meeting.

         Subject to the provisions of Section 7.04, at any meeting each holder
of Securities with respect to which such meeting is being held or proxy therefor
shall be entitled to one vote for each principal amount of Securities in the
minimum denomination specified pursuant to Section 2.03 held or represented by
him; provided, however, that no vote shall be cast or counted at any meeting in
respect of any Security challenged as not outstanding and ruled by the chairman
of the meeting to be not outstanding. The chairman of the meeting shall have no
right to vote other than by virtue of Securities held by him or instruments in
writing as aforesaid duly designating him as the Person to vote on behalf of
other Securityholders. Any meeting of Securityholders duly called pursuant to
the provisions of Section 8.02 or 8.03 may be adjourned from time to time by a
majority of those present, whether or not constituting a quorum, and the meeting
may be held as so adjourned without further notice.

         Section 8.06. Voting.

         The vote upon any resolution submitted to any meeting of holders of
Securities with respect to which such meeting is being held shall be by written
ballots on which shall be subscribed the signatures of such holders or of their
representatives by proxy and the serial number or numbers of the Securities held
or represented by them. The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any resolution and who shall make and file with the secretary of the meeting
their verified written reports in triplicate of all votes cast at the meeting. A
record in duplicate of the proceedings of each meeting of Securityholders shall
be prepared by the secretary of the meeting and there shall be attached to said
record the original reports of the inspectors of votes on any vote by ballot
taken thereat and affidavits by one or more Persons having knowledge of the
facts setting forth a copy of the notice of the meeting and showing that said
notice was mailed as provided in Section 8.02. The record shall show the serial
numbers of the Securities voting in favor of or

                                       43

<PAGE>

against any resolution. The record shall be signed and verified by the
affidavits of the permanent chairman and secretary of the meeting and one of the
duplicates shall be delivered to the Company and the other to the Trustee to be
preserved by the Trustee, the latter to have attached thereto the ballots voted
at the meeting.

         Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         Section 9.01. Supplemental Indentures without Consent of
Securityholders.

         The Company and the Guarantor, when authorized by resolutions of their
respective Boards of Directors, and the Trustee may from time to time and at any
time enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect), without
the consent of the Securityholders, for one or more of the following purposes:

                  (a)      to evidence the succession of another corporation to
the Company or the Guarantor, or successive successions, and the assumption by
the successor corporation of the covenants, agreements and obligations of the
Company or the Guarantor, as the case may be, pursuant to Article X hereof;

                  (b)      to add to the covenants of the Company or the
Guarantor such further covenants, restrictions or conditions for the protection
of the holders of all or any series of Securities (and if such covenants are to
be for the benefit of less than all series of Securities stating that such
covenants are expressly being included for the benefit of such series) as such
Boards of Directors and the Trustee shall consider to be for the protection of
the holders of such Securities, and to make the occurrence, or the occurrence
and continuance, of a default in any of such additional covenants, restrictions
or conditions a default or an Event of Default permitting the enforcement of all
or any of the several remedies provided in this Indenture as herein set forth;
provided, however, that in respect of any such additional covenant, restriction
or condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in
the case of other defaults) or may provide for an immediate enforcement upon
such default or may limit the remedies available to the Trustee upon such
default;

                  (c)      to provide for the issuance under this Indenture of
Securities in coupon form (including Securities registrable as to principal
only) and to provide for exchangeability of such Securities with the Securities
issued hereunder in fully registered form and to make all appropriate changes
for such purpose;

                  (d)      to cure any ambiguity or to correct or supplement any
provision contained herein or in any supplemental indenture which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture, or to make such other provisions in regard to matters or
questions arising under this Indenture; provided that any such action shall not
adversely affect the interests of the holders of the Securities;

                  (e)      to add to, delete from, or revise the provisions of
this Indenture, provided that any such change or elimination shall become
effective only when there is no Security outstanding of any series created prior
to the execution of such supplemental indenture which is entitled to the benefit
of such provision;

                                       44

<PAGE>

                  (f)      to evidence and provide for the acceptance of
appointment hereunder by a successor trustee with respect to the Securities of
one or more series and to add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one trustee, pursuant to the requirements
of Section 6.11;

                  (g)      to make any change that does not adversely affect the
rights of any Securityholder in any material respect as evidenced by an Opinion
of Counsel delivered to the Trustee;

                  (h)      to comply with the requirements of the Commission in
order to effect or maintain the qualification of this Indenture under the Trust
Indenture Act; or

                  (i)      to provide for the issuance of and establish the form
and terms and conditions of the Debt Securities and the Guarantees of any
series, to establish the form of any certifications required to be furnished
pursuant to the terms of this Indenture or any series of Securities, or to add
to the rights of the holders of any series of Securities.

         The Trustee is hereby authorized to join with the Company and the
Guarantor in the execution of any such supplemental indenture, to make any
further appropriate agreements and stipulations which may be therein contained
and to accept the conveyance, transfer and assignment of any property
thereunder, but the Trustee shall not be obligated to, but may in its
discretion, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

         Any supplemental indenture authorized by the provisions of this Section
9.01 may be executed by the Company, the Guarantor and the Trustee without the
consent of the holders of any of the Securities at the time outstanding,
notwithstanding any of the provisions of Section 9.02.

         Section 9.02. Supplemental Indentures with Consent of Securityholders.

         With the consent (evidenced as provided in Section 7.01) of the holders
of not less than 66 2/3% in aggregate principal amount of the Securities at the
time outstanding of all series affected by such supplemental indenture (voting
as a class), and in the case of Securities issued to a MFH Financial Trust, the
holders of 66 2/3% in aggregate liquidation amount of the related Preferred
Securities, the Company and the Guarantor, when authorized by Board Resolutions,
and the Trustee may from time to time and at any time enter into an indenture or
indentures supplemental hereto (which shall conform to the provisions of the
Trust Indenture Act then in effect) for the purpose of adding any provisions to
or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or of modifying in any manner the rights of the
holders of the Securities of each series so affected; provided, however, that no
such supplemental indenture shall, without the consent of the holders of each
Security affected thereby (and each Preferred Security, if applicable), (i)
extend the Stated Maturity of any Security of any series, or reduce the rate or
extend the time of payment of interest thereon, or reduce the principal amount
thereof or any premium thereon, or reduce any amount payable on redemption
thereof or make the principal thereof or any interest or premium thereon payable
in any coin or currency other than that provided in the Securities, or impair or
affect the right of any Securityholder to institute suit for payment thereof or
the right of repayment, if any, at the option of the holder, without the consent
of the holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities the holders of which are required to consent to any
such supplemental indenture; provided, further, that if the Securities of such
series are held by a MFH Financial Trust or a trustee of such trust, such
supplemental indenture shall not be effective until the holders of 66 2/3% in
liquidation preference of Trust Securities of the applicable Trust shall have
consented to such supplemental indenture; provided further, that if the consent
of the holder of each outstanding Security is required, such supplemental
indenture shall not be effective

                                       45

<PAGE>

until each holder of the Trust Securities of the applicable MFH Financial Trust
shall have consented to such supplemental indenture.

         A supplemental indenture which changes or eliminates any covenant or
other provision of this Indenture which has expressly been included solely for
the benefit of one or more particular series of Securities, or which modifies
the rights of Securityholders of such series with respect to such covenant or
provision, shall be deemed not to affect the rights under this Indenture or the
Securityholders of any other series.

         Upon the request of the Company and the Guarantor accompanied by a copy
of resolutions of their respective Boards of Directors certified by their
respective Secretaries or Assistant Secretaries authorizing the execution of any
such supplemental indenture, and upon the filing with the Trustee of evidence of
the consent of Securityholders as aforesaid, the Trustee shall join with the
Company and the Guarantor in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise, in which case the Trustee may in
its discretion, but shall not be obligated to, enter into such supplemental
indenture. The Trustee may receive an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant to this Article is authorized
or permitted by, and conforms to, the terms of this Article and that it is
proper for the Trustee under the provisions of this Article to join in the
execution thereof.

         Promptly after the execution by the Company, the Guarantor and the
Trustee of any supplemental indenture pursuant to the provisions of this
Section, the Trustee shall transmit by mail, first class postage prepaid, a
notice, prepared by the Company and the Guarantor, setting forth in general
terms the substance of such supplemental indenture, to the Securityholders of
all series affected thereby as their names and addresses appear upon the
Security Register. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

         It shall not be necessary for the consent of the Securityholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such consent shall approve the
substance thereof.

         Section 9.03. Compliance with Trust Indenture Act; Effect of
Supplemental Indentures.

         Any supplemental indenture executed pursuant to the provisions of this
Article IX shall comply with the Trust Indenture Act, as then in effect. Upon
the execution of any supplemental indenture pursuant to the provisions of this
Article IX, this Indenture shall be and be deemed to be modified and amended in
accordance therewith and the respective rights, limitations of rights,
obligations, duties and immunities under this Indenture of the Trustee, the
Company, the Guarantor and the holders of Securities of each series affected
thereby shall thereafter be determined, exercised and enforced hereunder subject
in all respects to such modifications and amendments and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

         Section 9.04. Notation on Securities.

         Securities of any series authenticated and delivered after the
execution of any supplemental indenture affecting such series pursuant to the
provisions of this Article IX may bear a notation in form approved by the
Trustee as to any matter provided for in such supplemental indenture. If the
Company and the Guarantor or the Trustee shall so determine, new Securities of
any series so modified as to conform, in the opinion of the Trustee and the
respective Boards of Directors of the Company and the

                                       46

<PAGE>

Guarantor, to any modification of this Indenture contained in any such
supplemental indenture may be prepared and executed by the Company and the
Guarantor, authenticated by the Trustee or the Authenticating Agent and
delivered in exchange for the Securities of any series then outstanding.

         Section 9.05. Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee.

         The Trustee, subject to the provisions of Sections 6.01 and 6.02, may
receive Officers' Certificates and an Opinion of Counsel as conclusive evidence
that any supplemental indenture executed pursuant hereto complies with the
requirements of this Article IX.

                                   ARTICLE X
                   CONSOLIDATION, MERGER, SALE AND CONVEYANCE

         Section 10.01. Company May Consolidate, Etc., Only on Certain Terms.

         The Company shall not consolidate with or merge into any other
corporation or sell or convey all or substantially all of its assets to any
corporation, unless:

                  (1)      the corporation formed by such consolidation, if
         other than the Company, or into which the Company is merged or the
         Person which acquires by conveyance or transfer the properties and
         assets of the Company substantially as an entirety shall be a
         corporation organized and existing under the laws of the United States
         of America, any political subdivision thereof or any state thereof and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         due and punctual payment of the principal of (and premium, if any) and
         interest on all the Debt Securities and the performance of every
         covenant of this Indenture on the part of the Company to be performed
         or observed;

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

                  (3)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with; and

                  (4)      the Guarantor has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that the
         Guarantor's obligations hereunder shall remain in full force and effect
         thereafter.

         Section 10.02. Successor Corporation Substituted for Company.

         Upon any consolidation with or merger into any other corporation, or
any conveyance or transfer of the properties and assets of the Company
substantially as an entirety in accordance with Section 10.01, the successor
corporation formed by such consolidation or into which the Company is merged or
the successor Person to which such conveyance or transfer is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company under this Indenture with the same effect as if such successor had been
named as the Company herein, and thereafter the predecessor corporation shall be
relieved of all obligations and covenants under this Indenture and the Debt
Securities.

         Section 10.03. Guarantor May Consolidate, Etc., Only on Certain Terms.

                                       47

<PAGE>

         The Guarantor shall not consolidate with or merge into any other
corporation or sell or convey all or substantially all of its assets to any
corporation, unless:

                  (1)      the corporation formed by such consolidation, if
         other than the Guarantor, or into which the Guarantor is merged or the
         Person which acquires by conveyance or transfer the properties and
         assets of the Guarantor substantially as an entirety shall be a
         corporation organized and existing under the laws of the United States
         of America, any political subdivision thereof or any state thereof and
         shall expressly assume, by an indenture supplemental hereto, executed
         and delivered to the Trustee, in form satisfactory to the Trustee, the
         Guarantees endorsed on the Debt Securities and the performance of every
         covenant of this Indenture on the part of the Guarantor to be performed
         or observed;

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

                  (3)      the Guarantor has delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that such
         consolidation, merger, conveyance or transfer and such supplemental
         indenture comply with this Article and that all conditions precedent
         herein provided for relating to such transaction have been complied
         with; and

         Section 10.04. Successor Corporation Substituted for Guarantor.

         Upon any consolidation with or merger into any other corporation, or
any conveyance or transfer of the properties and assets of the Guarantor
substantially as an entirety in accordance with Section 10.03, the successor
corporation formed by such consolidation or into which the Guarantor is merged
or the successor Person to which such conveyance or transfer is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Guarantor under this Indenture with the same effect as if such successor had
been named as the Guarantor herein, and thereafter the predecessor corporation
shall be relieved of all obligations and covenants under this Indenture and the
Guarantees.

                                   ARTICLE XI
                     SATISFACTION AND DISCHARGE OF INDENTURE

         Section 11.01. Discharge of Indenture.

         When (a) the Company and the Guarantor shall deliver to the Trustee for
cancellation all Securities theretofore authenticated (other than any Securities
which shall have been destroyed, lost or stolen and which shall have been
replaced or paid as provided in Section 2.08) and not theretofore cancelled, or
(b) all the Securities not theretofore cancelled or delivered to the Trustee for
cancellation shall have become due and payable, or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and the Company or the Guarantor shall deposit with the Trustee, in
trust, funds sufficient to pay at the Stated Maturity or upon redemption all of
the Securities (other than any Securities which shall have been destroyed, lost
or stolen and which shall have been replaced or paid as provided in Section
2.08) not theretofore cancelled or delivered to the Trustee for cancellation,
including principal and premium, if any, and interest due or to become due to
such Stated Maturity or redemption date, as the case may be, but excluding,
however, the amount of any moneys for the payment of principal of, and premium,
if any, or interest on the Securities (1) theretofore repaid to the Company or
the Guarantor in accordance with the provisions of Section 11.04, or (2) paid to
any state or to the District of Columbia pursuant to its unclaimed property or
similar laws, and if in either case the Company or the

                                       48

<PAGE>

Guarantor shall also pay or cause to be paid all other sums payable hereunder by
the Company or the Guarantor, then this Indenture shall cease to be of further
effect, except that the provisions of Sections 2.05, 2.07, 2.08, 3.01, 3.02,
3.04, 6.06, 6.10 and 11.04 hereof shall survive until such Securities shall
mature and be paid. Thereafter, Sections 6.06 and 11.04 shall survive, and the
Trustee, on demand of the Company and the Guarantor accompanied by any Officers'
Certificate and an Opinion of Counsel and at the cost and expense of the Company
and the Guarantor, shall execute proper instruments acknowledging satisfaction
of and discharging this Indenture, the Company and the Guarantor, however,
hereby agreeing to reimburse the Trustee for any costs or expenses thereafter
reasonably and properly incurred by the Trustee in connection with this
Indenture or the Securities.

         Section 11.02. Deposited Moneys and U.S. Government Obligations to be
Held in Trust by Trustee.

         Subject to the provisions of Section 11.04, all moneys and U.S.
Government Obligations deposited with the Trustee pursuant to Sections 11.01 or
11.05 shall be held in trust and applied by it to the payment, either directly
or through any paying agent (including the Company if acting as its own paying
agent), to the holders of the particular Securities for the payment of which
such moneys or U.S. Government Obligations have been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and
interest.

         Section 11.03. Paying Agent to Repay Moneys Held.

         Upon the satisfaction and discharge of this Indenture all moneys then
held by any paying agent of the Securities (other than the Trustee) shall, upon
demand of the Company or the Guarantor, be repaid to it or paid to the Trustee,
and thereupon such paying agent shall be released from all further liability
with respect to such moneys.

         Section 11.04. Return of Unclaimed Moneys.

         Any moneys deposited with or paid to the Trustee or any paying agent
for payment of the principal of, and premium, if any, or interest on Securities
and not applied but remaining unclaimed by the holders of Securities for two
years after the date upon which the principal of, and premium, if any, or
interest on such Securities, as the case may be, shall have become due and
payable, shall be repaid to the Company or the Guarantor by the Trustee or such
paying agent on written demand; and the holder of any of the Securities shall
thereafter look only to the Company or the Guarantor for any payment which such
holder may be entitled to collect and all liability of the Trustee or such
paying agent with respect to such moneys shall thereupon cease.

         Section 11.05. Defeasance Upon Deposit of Moneys or U.S. Government
Obligations.

                  (a)      The Company and the Guarantor shall be deemed to have
been Discharged (as defined below) from its respective obligations with respect
to any series of Securities upon satisfaction of the applicable conditions set
forth below with respect to any series of Securities:

                           (1)      The Company or the Guarantor shall have
         deposited or caused to be deposited irrevocably with the Trustee or the
         Defeasance Agent (as defined below) as trust funds in trust,
         specifically pledged as security for, and dedicated solely to, the
         benefit of the holders of the Securities of such series (A) money in an
         amount, or (B) U.S. Government Obligations which through the payment of
         interest and principal in respect thereof in accordance with their
         terms will provide, not later than one day before the due date of any
         payment, money in an amount, or (C) a combination of (A) and (B),
         sufficient, in the opinion (with respect to (B) and (C)) of a

                                       49

<PAGE>

         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee and the
         Defeasance Agent, if any, to pay and discharge each installment of
         principal (including any mandatory sinking fund payments) of, and
         interest and premium, if any, on, the outstanding Securities of such
         series on the dates such installments of principal, interest or premium
         are due;

                           (2)      if the Securities of such series are then
         listed on any national securities exchange, the Company or the
         Guarantor, as the case may be, shall have delivered to the Trustee and
         the Defeasance Agent, if any, an Opinion of Counsel to the effect that
         the exercise of the option under this Section 11.05 would not cause
         such Securities to be delisted from such exchange;

                           (3)      no Event of Default or event which with
         notice or lapse of time would become an Event of Default with respect
         to the Securities of such series shall have occurred and be continuing
         on the date of such deposit; and

                           (4)      the Company or the Guarantor, as the case
         may be, shall have delivered to the Trustee and the Defeasance Agent,
         if any, an Opinion of Counsel to the effect that holders of the
         Securities of such series will not recognize income, gain or loss for
         United States Federal income tax purposes as a result of the exercise
         of the option under this Section 11.05 and will be subject to United
         States Federal income tax on the same amount and in the same manner and
         at the same times as would have been the case if such option had not
         been exercised, and, in the case of the Securities of such series being
         Discharged, such opinion shall be accompanied by a private letter
         ruling to that effect received from the United States Internal Revenue
         Service or a revenue ruling pertaining to a comparable form of
         transaction to that effect published by the United States Internal
         Revenue Service.

                  (b)      "DISCHARGED" means that the Company and the Guarantor
shall be deemed to have paid and discharged the entire indebtedness represented
by, and obligations under, the Securities of such series and to have satisfied
all the obligations under this Indenture relating to the Securities of such
series (and the Trustee, at the expense of the Company and the Guarantor, shall
execute proper instruments acknowledging the same), except (A) the rights of
holders of Securities of such series to receive, from the trust fund described
in clause (1) above, payment of the principal of and the interest and premium,
if any, on such Securities when such payments are due; (B) the Company's and the
Guarantor's obligations with respect to such Securities under Sections 2.07,
2.08, 5.03 and 11.04; and (C) the rights, powers, trusts, duties and immunities
of the Trustee hereunder.

                  (c)      "DEFEASANCE AGENT" means another financial
institution which is eligible to act as Trustee hereunder and which assumes all
of the obligations of the Trustee necessary to enable the Trustee to act
hereunder. In the event such a Defeasance Agent is appointed pursuant to this
section, the following conditions shall apply:

                           (1)      The Trustee shall have approval rights over
         the document appointing such Defeasance Agent and the document setting
         forth such Defeasance Agent's rights and responsibilities;

                           (2)      The Defeasance Agent shall provide
         verification to the Trustee acknowledging receipt of sufficient money
         and/or U.S. Government Obligations to meet the applicable conditions
         set forth in this Section 11.05.

                                       50

<PAGE>

                                   ARTICLE XII
                    IMMUNITY OF INCORPORATORS, STOCKHOLDERS,
                             OFFICERS AND DIRECTORS

         Section 12.01. Indenture and Securities Solely Corporate Obligations.

         No recourse under or upon any obligation, covenant or agreement of this
Indenture, or of any Debt Security or any Guarantee, or for any claim based
thereon or otherwise in respect thereof, shall be had against any incorporator,
stockholder, officer or director, as such, past, present or future, of the
Company or the Guarantor or of any successor corporation of the Company or the
Guarantor, either directly or through the Company or the Guarantor or any
successor corporation of the Company or the Guarantor, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment or
penalty or otherwise; it being expressly understood that this Indenture and the
obligations issued hereunder are solely corporate obligations of the Company or
the Guarantor, and that no such personal liability whatever shall attach to, or
is or shall be incurred by, the incorporators, stockholders, officers or
directors, as such, of the Company or the Guarantor or of any successor
corporation of the Company or the Guarantor, or any of them, because of the
creation of the indebtedness hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any Debt
Securities or any Guarantee or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any Debt Securities or
any Guarantee or implied therefrom, are hereby expressly waived and released as
a condition of, and as a consideration for, the execution of this Indenture and
the issuance of the Securities.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

         Section 13.01. Successors.

         All the covenants, stipulations, promises and agreements in this
Indenture contained by the Company or the Guarantor shall bind its successors
and assigns whether so expressed or not.

         Section 13.02. Official Acts by Successor Corporation.

         Any act or proceeding by any provision of this Indenture authorized or
required to be done or performed by any board, committee or officer of the
Company or the Guarantor shall and may be done and performed with like force and
effect by the like board, committee or officer of any corporation that shall at
the time be the lawful sole successor of the Company or the Guarantor, as the
case may be.

         Section 13.03. Surrender of Company Powers.

         The Company or the Guarantor by instrument in writing executed by
authority of 2/3 (two-thirds) of its Board of Directors and delivered to the
Trustee may surrender any of the powers reserved to the Company or the Guarantor
as the case may be, and thereupon such power so surrendered shall terminate as
to the Company or the Guarantor, as the case may be, and as to any successor
corporation.

         Section 13.04. Addresses for Notices, etc.

                                       51

<PAGE>

         Any notice or demand which by any provision of this Indenture is
required or permitted to be given or served by the Trustee or by the holders of
Securities on the Company or the Guarantor may be given or served by being
deposited postage prepaid by first class mail in a post office letter box
addressed (until another address is filed by the Company or the Guarantor, as
the case may be, with the Trustee for the purpose) to the Company or the
Guarantor, as the case may be, 4500 Park Granada, Calabasas, California 91302,
Attention: General Counsel. Any notice, direction, request or demand by any
Securityholder to or upon the Trustee shall be deemed to have been sufficiently
given or made, for all purposes, if given or made in writing at the office of
the Trustee, addressed to the Trustee, 101 Barclay Street, 8 West, New York, New
York 10286, Attention: Corporate Trust Administration.

         Section 13.05. Governing Law.

         This Indenture and each Security shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be governed
by and construed in accordance with the laws of said State without regard to
conflicts of laws principles.

         Section 13.06. Evidence of Compliance with Conditions Precedent.

         Upon any application or demand by the Company or the Guarantor to the
Trustee to take any action under any of the provisions of this Indenture, the
Company or the Guarantor, as the case may be, shall furnish to the Trustee an
Officers' 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 an Opinion of Counsel stating that, in the
opinion of such counsel, all such conditions precedent have been complied with.

         Each certificate or opinion provided for in this Indenture and
delivered to the Trustee 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 13.07. Legal Holidays.

         Unless otherwise provided with respect to the Securities of a series
pursuant to Section 2.03 hereof, in any case where an Interest Payment Date or
the Stated Maturity of the Securities will fall on a legal holiday or a day on
which banking institutions are authorized by law to close, the payment of such
interest on or principal of the Securities need not be made on such date but may
be made on the next succeeding day not a legal holiday or a day on which banking
institutions are authorized by law to close, with the same force and effect as
if made on the Interest Payment Date or the Stated Maturity, as the case may be,
and no interest shall accrue for the period from and after such Interest Payment
Date or Stated Maturity; provided however, if such next succeeding day is in the
next calendar year, payment of interest on or principal of the Securities will
be made on the preceding day that is not a legal holiday or a day on which
banking institutions are authorized by law to close.

         Section 13.08. Trust Indenture Act to Control.

                                       52

<PAGE>

                  (a)      If and to the extent that any provision of this
Indenture limits, qualifies or conflicts with another provision included in this
Indenture which is required to be included in this Indenture by any of Sections
310 to 317, inclusive, of the Trust Indenture Act, such required provision shall
control.

                  (b)      Notwithstanding the foregoing, any provisions
contained in this Indenture as to directions and waivers by Securityholders or
impairment of Securityholders' rights to payment shall be in lieu of Sections
316(a)(1)(A) and 316(a)(1)(B) of the Trust Indenture Act and such sections are
hereby expressly excluded from this Indenture and the Securities, as permitted
by the Trust Indenture Act.

         Section 13.09. Table of Contents, Headings, etc.

         The table of contents and the titles and headings of the articles and
sections of this Indenture have been inserted for convenience of reference only,
are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.

         Section 13.10. Execution in Counterparts.

         This Indenture may be executed in any number of counterparts, each of
which shall be an original, but such counterparts shall together constitute but
one and the same instrument.

         Section 13.11. Separability.

         In case any one or more of the provisions contained in this Indenture
or in the Securities of any series shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provisions of this Indenture or of
such Securities, but this Indenture and such Securities shall be construed as if
such invalid or illegal or unenforceable provision had never been contained
herein or therein.

         Section 13.12. Assignment.

         The Company and the Guarantor will have the right at all times to
assign any of its respective rights or obligations under this Indenture to a
direct or indirect wholly-owned Subsidiary of the Company, provided that, in the
event of any such assignment, the Company or the Guarantor, as the case may be,
will remain liable for all their respective obligations. Subject to the
foregoing, the Indenture is binding upon and inures to the benefit of the
parties hereto and their respective successors and assigns. This Indenture may
not otherwise be assigned by the parties hereto.

         Section 13.13. Acknowledgment of Rights.

         The Company and the Guarantor acknowledge that, with respect to any
Securities held by a MFH Financial Trust or a trustee of such Trust, if the
Institutional Trustee of such Trust fails to enforce its rights under this
Indenture as the holder of the series of Securities held as the assets of such
MFH Financial Trust, after a holder of Preferred Securities has made a written
request, any holder of Preferred Securities may institute legal proceedings
directly against the Company or the Guarantor to enforce such Institutional
Trustee's rights under this Indenture without first instituting any legal
proceedings against such Institutional Trustee or any other person or entity.
Notwithstanding the foregoing, if an Event of Default has occurred and is
continuing and such event is attributable to the failure of the Company or the
Guarantor to pay interest or principal on the applicable series of Securities on
the date such interest or principal is otherwise payable (or in the case of
redemption, on the redemption date), the Company and the Guarantor acknowledge
that a holder of Preferred Securities may directly institute a proceeding for

                                       53

<PAGE>

enforcement of payment to such holder of the principal of or interest on the
applicable series of Securities having a principal amount equal to the aggregate
liquidation amount of the Preferred Securities of such holder on or after the
respective due date specified in the applicable series of Securities.

                                  ARTICLE XIV
                     REDEMPTION OF SECURITIES--MANDATORY AND
                              OPTIONAL SINKING FUND

         Section 14.01. Applicability of Article.

         The provisions of this Article shall be applicable to the Debt
Securities of any series which are redeemable before their Stated Maturity or to
any sinking fund for the retirement of Debt Securities of a series except as
otherwise specified as contemplated by Section 2.03 for Debt Securities of such
series.

         Section 14.02. Notice of Redemption; Selection of Debt Securities.

         In case the Company shall desire to exercise the right to redeem all,
or, as the case may be, any part of the Debt Securities of any series in
accordance with their terms, it shall fix a date for redemption and shall mail a
notice of such redemption at least 30 and not more than 60 days prior to the
date fixed for redemption to the holders of Debt Securities of such series so to
be redeemed as a whole or in part at their last addresses as the same appear on
the Security Register. Such mailing shall be by first class mail. The notice if
mailed in the manner herein provided shall be conclusively presumed to have been
duly given, whether or not the holder receives such notice. In any case, failure
to give such notice by mail or any defect in the notice to the holder of any
Debt Security of a series designated for redemption as a whole or in part shall
not affect the validity of the proceedings for the redemption of any other Debt
Security of such series.

         Each such notice of redemption shall identify the Debt Securities to be
redeemed (including CUSIP numbers), specify the date fixed for redemption, the
redemption price at which Debt Securities of such series are to be redeemed, the
place or places of payment, that payment will be made upon presentation and
surrender of such Debt Securities, that interest accrued to the date fixed for
redemption will be paid as specified in said notice, and that on and after said
date interest thereon or on the portions thereof to be redeemed will cease to
accrue. If less than all the Debt Securities of such series are to be redeemed
the notice of redemption shall specify the numbers of the Debt Securities of
that series to be redeemed. In case any Debt Security of a series is to be
redeemed in part only, the notice of redemption shall state the portion of the
principal amount thereof to be redeemed and shall state that on and after the
date fixed for redemption, upon surrender of such Debt Security, a new Debt
Security or Debt Securities of that series in principal amount equal to the
unredeemed portion thereof and having endorsed thereon a duly executed Guarantee
will be issued.

         Prior to 10:00 a.m. New York City time on the redemption date specified
in the notice of redemption given as provided in this Section, the Company will
deposit with the Trustee or with one or more paying agents an amount of money
sufficient to redeem on the redemption date all the Debt Securities so called
for redemption at the appropriate redemption price, together with accrued
interest to the date fixed for redemption.

         If the Debt Securities of a series are to be redeemed, the Company will
give the Trustee notice not less than 60 days prior to the redemption date as to
the aggregate principal amount of Debt Securities of that series to be redeemed
and, in the case of a partial redemption, the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the Debt
Securities of that series or portions

                                       54
<PAGE>

thereof (in integral multiples equal to the minimum denomination specified for
the Securities of such series pursuant to Section 2.03 hereof) to be redeemed.

         Section 14.03. Payment of Securities Called for Redemption.

         If notice of redemption has been given as provided in Section 14.02 or
Section 14.04, the Debt Securities or portions of Debt Securities of the series
with respect to which such notice has been given shall become due and payable on
the date and at the place or places stated in such notice at the applicable
redemption price, together with interest accrued to the date fixed for
redemption, and on and after said date (unless the Company shall default in the
payment of such Debt Securities at the redemption price, together with interest
accrued to said date) interest on the Debt Securities or portions of Debt
Securities of any series so called for redemption shall cease to accrue. On
presentation and surrender of such Debt Securities at a place of payment
specified in said notice, the said Debt Securities or the specified portions
thereof shall be paid and redeemed by the Company at the applicable redemption
price, together with interest accrued thereon to the date fixed for redemption.

         Upon presentation of any Debt Security of any series redeemed in part
only, the Company shall execute and the Trustee shall authenticate and deliver
to the holder thereof, at the expense of the Company, a new Debt Security or
Debt Securities of such series of authorized denominations, in principal amount
equal to the unredeemed portion of the Debt Security so presented and having
endorsed thereon a duly executed Guarantee.

         Section 14.04. Mandatory and Optional Sinking Fund.

         The minimum amount of any sinking fund payment provided for by the
terms of Debt Securities of any series is herein referred to as a "MANDATORY
SINKING FUND PAYMENT", and any payment in excess of such minimum amount provided
for by the terms of Debt Securities of any series is herein referred to as an
"OPTIONAL SINKING FUND PAYMENT". The last date on which any such payment may be
made is herein referred to as a "SINKING FUND PAYMENT DATE".

         In lieu of making all or any part of any mandatory sinking fund payment
with respect to any Debt Securities of a series in cash, the Company may at its
option (a) deliver to the Trustee Debt Securities of that series theretofore
purchased by the Company and (b) may apply as a credit Debt Securities of that
series which have been redeemed either at the election of the Company pursuant
to the terms of such Debt Securities or through the application of optional
sinking fund payments pursuant to the next succeeding paragraph, in each case in
satisfaction of all or any part of any mandatory sinking fund payment, provided
that such Debt Securities have not been previously so credited. Each such Debt
Security so delivered or applied as a credit shall be credited at the sinking
fund redemption price for such Debt Securities and the amount of any mandatory
sinking fund shall be reduced accordingly. If the Company intends so to deliver
or credit such Debt Securities with respect to any mandatory sinking fund
payment it shall deliver to the Trustee at least 60 days prior to the next
succeeding sinking fund payment date for such series (a) a certificate signed by
the Treasurer or an Assistant Treasurer of the Company specifying the portion of
such sinking fund payment, if any, to be satisfied by payment of cash and the
portion of such sinking fund payment, if any, which is to be satisfied by
delivering and crediting such Debt Securities and (b) any Debt Securities to be
so delivered. All Debt Securities so delivered to the Trustee shall be cancelled
by the Trustee and no Debt Securities shall be authenticated in lieu thereof. If
the Company fails to deliver such certificate and Debt Securities at or before
the time provided above, the Company shall not be permitted to satisfy any
portion of such mandatory sinking fund payment by delivery or credit of Debt
Securities.

         At its option the Company may pay into the sinking fund for the
retirement of Debt Securities of any particular series, on or before each
sinking fund payment date for such series, any additional sum in

                                       55

<PAGE>

cash as specified by the terms of such series of Debt Securities. If the Company
intends to exercise its right to make any such optional sinking fund payment, it
shall deliver to the Trustee at least 60 days prior to the next succeeding
sinking fund payment date for such series a certificate signed by the Treasurer
or an Assistant Treasurer of the Company stating that the Company intends to
exercise such optional right and specifying the amount which the Company intends
to pay on such sinking fund payment date. If the Company fails to deliver such
certificate at or before the time provided above, the Company shall not be
permitted to make any optional sinking fund payment with respect to such sinking
fund payment date. To the extent that such right is not exercised in any year it
shall not be cumulative or carried forward to any subsequent year.

         If the sinking fund payment or payments (mandatory or optional) made in
cash plus any unused balance of any preceding sinking fund payments made in cash
shall exceed $50,000 (or a lesser sum if the Company shall so request) with
respect to the Debt Securities of any particular series, it shall be applied by
the Trustee or one or more paying agents on the next succeeding sinking fund
payment date to the redemption of Debt Securities of such series at the sinking
fund redemption price together with accrued interest to the date fixed for
redemption. The Trustee shall select, in the manner provided in Section 14.02,
for redemption on such sinking fund payment date a sufficient principal amount
of Debt Securities of such series to absorb said cash, as nearly as may be, and
the Trustee shall, at the expense and in the name of the Company, thereupon
cause notice of redemption of Debt Securities of such series to be given in
substantially the manner and with the effect provided in Sections 14.02 and
14.03 for the redemption of Debt Securities of that series in part at the option
of the Company, except that the notice of redemption shall also state that the
Debt Securities of such series are being redeemed for the sinking fund. Any
sinking fund moneys not so applied or allocated by the Trustee or any paying
agent to the redemption of Debt Securities of that series shall be added to the
next cash sinking fund payment received by the Trustee or such paying agent and,
together with such payment, shall be applied in accordance with the provisions
of this Section 14.04. Any and all sinking fund moneys held by the Trustee or
any paying agent at the Stated Maturity of the Debt Securities of any particular
series, and not held for the payment or redemption of particular Debt Securities
of such series, shall be applied by the Trustee or such paying agent, together
with other moneys, if necessary, to be deposited sufficient for the purpose, to
the payment of the principal of the Debt Securities of that series at Stated
Maturity.

         On or before each sinking fund payment date, the Company shall pay to
the Trustee or to one or more paying agents in cash a sum equal to all interest
accrued to the date fixed for redemption on Debt Securities to be redeemed on
the next following sinking fund payment date pursuant to this Section.

         Neither the Trustee nor any paying agent shall redeem any Debt
Securities of a series with sinking fund moneys, and the Trustee shall not mail
any notice of redemption of Debt Securities for such series by operation of the
sinking fund, during the continuance of a default in payment of interest on such
Debt Securities or of any Event of Default (other than an Event of Default
occurring as a consequence of this paragraph), except that if the notice of
redemption of any Securities shall theretofore have been mailed in accordance
with the provisions hereof, the Trustee or any paying agent shall redeem such
Debt Securities if cash sufficient for that purpose shall be deposited with the
Trustee or such paying agent for that purpose in accordance with the terms of
this Article XIV. Except as aforesaid, any moneys in the sinking fund for such
series at the time when any such default or Event of Default shall occur and any
moneys thereafter paid into the sinking fund shall, during the continuance of
such default or Event of Default, be held as security for the payment of all
such Debt Securities; provided, however, that in case such Event of Default or
default shall have been cured or waived as provided herein, such moneys shall
thereafter be applied on the next succeeding sinking fund payment date on which
such moneys may be applied pursuant to the provisions of this Section 14.04.

                                       56

<PAGE>

                                   ARTICLE XV
                           SUBORDINATION OF SECURITIES

         Section 15.01. Agreement to Subordinate.

         The Company and the Guarantor covenant and agree, and each holder of
Securities issued hereunder and under any supplemental indenture or by any
resolutions by the Boards of Directors of the Company and the Guarantor
("ADDITIONAL PROVISIONS") by such Securityholder's acceptance thereof likewise
covenants and agrees, that all Securities shall be issued subject to the
provisions of this Article XV; and each holder of a Security, whether upon
original issue or upon transfer or assignment thereof, accepts and agrees to be
bound by such provisions.

         The payment by the Company of the principal of, premium, if any, and
interest on all Debt Securities and the payment by the Guarantor of any
obligation due under any Guarantees issued hereunder and under any Additional
Provisions shall, to the extent and in the manner hereinafter set forth, be
subordinated and junior in right of payment to the prior payment in full of all
Senior Indebtedness of the Company or the Guarantor, as the case may be, and
rank pari passu and equivalent to creditor obligations of those holding general
unsecured claims not entitled to statutory priority under the United States
Bankruptcy Code or otherwise, in each case whether outstanding at the date of
this Indenture or thereafter incurred.

         No provision of this Article XV shall prevent the occurrence of any
default or Event of Default hereunder.

         Section 15.02. Default on Senior Indebtedness.

         No payment may be made of the principal of, premium, if any, or
interest on the Securities, or in respect of any redemption, retirement,
purchase or other acquisition of any of the Securities, at any time when (i)
there is a default in the payment of the principal of, premium, if any, interest
on or otherwise in respect of any Senior Indebtedness, whether at maturity or at
a date fixed for prepayment or by declaration or otherwise, or (ii) any event of
default with respect to any Senior Indebtedness has occurred and is continuing,
or would occur as a result of such payment on the Securities or any redemption,
retirement, purchase or other acquisition of any of the Securities, permitting
the holders of such Senior Indebtedness (or a trustee on behalf of the holders
thereof) to accelerate the maturity thereof.

         In the event that, notwithstanding the foregoing, any payment shall be
received by the Trustee when such payment is prohibited by the preceding
paragraph of this Section 15.02, such payment shall be held in trust for the
benefit of, and shall be paid over or delivered to, the holders of Senior
Indebtedness or their representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Senior Indebtedness may have been
issued, as their interests may appear, but only to the extent that the holders
of the Senior Indebtedness (or their representative or representatives or a
trustee) notify the Trustee in writing within 90 days of such payment of the
amounts then due and owing on the Senior Indebtedness and only the amounts
specified in such notice to the Trustee shall be paid to the holders of Senior
Indebtedness.

         Section 15.03. Liquidation; Dissolution; Bankruptcy.

         Upon any payment by the Company or the Guarantor or distribution of
assets of the Company or the Guarantor of any kind or character, whether in
cash, property or securities, to creditors upon any dissolution, winding-up,
liquidation or reorganization of the Company or the Guarantor, whether voluntary
or involuntary or in bankruptcy, insolvency, receivership or other proceedings,
all of the

                                       57

<PAGE>

principal of, and interest on, all Senior Indebtedness of the Company or the
Guarantor, as the case may be, shall first be paid in full, or payment thereof
provided for in money in accordance with their terms, before any payment is made
by the Company or the Guarantor, as the case may be, on account of the principal
(and premium, if any) or interest on the Securities; and upon any such
dissolution or winding-up or liquidation or reorganization, any payment by the
Company or the Guarantor, or distribution of assets of the Company or the
Guarantor of any kind or character, whether in cash, property or securities, to
which the Securityholders or the Trustee would be entitled to receive from the
Company or the Guarantor, as the case may be, except under the provisions of
this Article XV, shall be paid by the Company or the Guarantor, as the case may
be, or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Securityholders or
by the Trustee under the Indenture if received by them or it, directly to the
holders of Senior Indebtedness of the Company or the Guarantor, as the case may
be (pro rata to such holders on the basis of the amounts of Senior Indebtedness
held by such holders, as calculated by the Company or the Guarantor, as the case
may be) or their representative or representatives, or to the trustee or
trustees under any indenture pursuant to which any instruments evidencing such
Senior Indebtedness may have been issued, as their respective interests may
appear, to the extent necessary to pay such Senior Indebtedness in full, in
money or money's worth, after giving effect to any concurrent payment or
distribution to or for the holders of such Senior Indebtedness, before any
payment or distribution is made to the Securityholders or to the Trustee.

         In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company or the Guarantor of any kind or character,
whether in cash, property or securities, prohibited by the foregoing, shall be
received by the Trustee before all Senior Indebtedness of the Company or the
Guarantor is paid in full, or provision is made for such payment in money in
accordance with its terms, such payment or distribution shall be held in trust
for the benefit of and shall be paid over or delivered to the holders of such
Senior Indebtedness or their representative or representatives, or to the
trustee or trustees under any indenture pursuant to which any instruments
evidencing such Senior Indebtedness may have been issued, and their respective
interests may appear, as calculated by the Company or the Guarantor, for
application to the payment of all Senior Indebtedness of the Company or the
Guarantor, as the case may be, remaining unpaid to the extent necessary to pay
such Senior Indebtedness in full in money in accordance with its terms, after
giving effect to any concurrent payment or distribution to or for the benefit of
the holders of such Senior Indebtedness.

         For purposes of this Article XV, the words "cash, property or
securities" shall not be deemed to include shares of stock of the Company or the
Guarantor as reorganized or readjusted, or securities of the Company or the
Guarantor or any other corporation provided for by a plan of reorganization or
readjustment, the payment of which is subordinated at least to the extent
provided in this Article XV with respect to the Securities to the payment of all
Senior Indebtedness of the Company or the Guarantor, as the case may be, that
may at the time be outstanding, provided that (i) such Senior Indebtedness is
assumed by the new corporation, if any, resulting from any such reorganization
or readjustment, and (ii) the rights of the holders of such Senior Indebtedness
are not, without the consent of such holders, altered by such reorganization or
readjustment. The consolidation of the Company or the Guarantor with, or the
merger of the Company or the Guarantor into, another corporation or the
liquidation or dissolution of the Company or the Guarantor following the
conveyance or transfer of its property as an entirety, or substantially as an
entirety, to another corporation upon the terms and conditions provided for in
Article X of this Indenture shall not be deemed a dissolution, winding-up,
liquidation or reorganization for the purposes of this Section 15.03 if such
other corporation shall, as a part of such consolidation, merger, conveyance or
transfer, comply with the conditions stated in Article X of this Indenture.
Nothing in Section 15.02 or in this Section 15.03 shall apply to claims of, or
payments to, the Trustee under or pursuant to Section 6.06 of this Indenture.

         Section 15.04. Subrogation.

                                       58

<PAGE>

         Subject to the payment in full of all claims of all Senior Indebtedness
of the Company or the Guarantor, the rights of the Securityholders shall be
subrogated to the rights of the holders of such Senior Indebtedness to receive
payments or distributions of cash, property or securities of the Company or the
Guarantor, as the case may be, applicable to such Senior Indebtedness until all
amounts owing on the Securities shall be paid in full; and, for the purposes of
such subrogation, no payments or distributions to the holders of such Senior
Indebtedness of any cash, property or securities to which the Securityholders or
the Trustee would be entitled except under the provisions of this Article XV,
and no payment over pursuant to the provisions of this Article XV to or for the
benefit of the holders of such Senior Indebtedness by Securityholders or the
Trustee, shall, as between (i) the Company, its creditors other than holders of
Senior Indebtedness of the Company, and the holders of the Securities, or (ii)
the Guarantor, its creditors other than the holders of Senior Indebtedness of
the Guarantor, and the holders of the Securities, be deemed to be a payment by
the Company or the Guarantor, as the case may be, to or on account of such
Senior Indebtedness. It is understood that the provisions of this Article XV are
and are intended solely for the purposes of defining the relative rights of the
holders of the Securities, on the one hand, and the holders of such Senior
Indebtedness, on the other hand.

         Nothing contained in this Article XV or elsewhere in this Indenture,
any Additional Provisions or in the Securities is intended to or shall impair,
as between (i) the Company, its creditors other than the holders of Senior
Indebtedness of the Company, and the holders of the Securities, or (ii) the
Guarantor, its creditors other than the holders of Senior Indebtedness of the
Guarantor, and the holders of the Securities, the obligation of the Company or
the Guarantor, as the case may be, which is absolute and unconditional, to pay
to the holders of the Securities the principal of, premium, if any, and interest
on, the Securities as and when the same shall become due and payable in
accordance with their terms, or is intended to or shall affect the relative
rights of the holders of the Securities and creditors of the Company or the
Guarantor, as the case may be, other than the holders of Senior Indebtedness of
the Company or the Guarantor, as the case may be, nor shall anything herein or
therein prevent the Trustee or the holder of any Security from exercising all
remedies otherwise permitted by applicable law upon default under the Indenture,
subject to the rights, if any, under this Article XV of the holders of such
Senior Indebtedness in respect of cash, property or securities of the Company or
the Guarantor, as the case may be, received upon the exercise of any such
remedy.

         Upon any payment or distribution of assets of the Company or the
Guarantor referred to in this Article XV, the Trustee, subject to the provisions
of Article VI of this Indenture, and the Securityholders shall be entitled to
conclusively rely upon any order or decree made by any court of competent
jurisdiction in which such dissolution, winding-up, liquidation or
reorganization proceedings are pending, or a certificate of the receiver,
trustee in bankruptcy, liquidation trustee, agent or other Person making such
payment or distribution, delivered to the Trustee or to the Securityholders, for
the purposes of ascertaining the Persons entitled to participate in such
distribution, the holders of Senior Indebtedness and other indebtedness of the
Company or the Guarantor, as the case may be, the amount thereof or payable
thereon, the amount or amounts paid or distributed thereon and all other facts
pertinent thereto or to this Article XV.

         Section 15.05. Trustee to Effectuate Subordination.

         Each Securityholder by such Securityholder's acceptance thereof
authorizes and directs the Trustee on such Securityholder's behalf to take such
action as may be necessary or appropriate to effectuate the subordination
provided in this Article XV and appoints the Trustee such Securityholder's
attorney-in-fact for any and all such purposes.

         Section 15.06. Notice by the Company and the Guarantor.

                                       59

<PAGE>

         The Company or the Guarantor shall give prompt written notice to a
Responsible Officer of any fact known to the Company or the Guarantor that would
prohibit the making of any payment of monies to or by the Trustee in respect of
the Securities pursuant to the provisions of this Article XV. Notwithstanding
the provisions of this Article XV or any other provision of this Indenture or
any Additional Provisions, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment of
monies to or by the Trustee in respect of the Securities pursuant to the
provisions of this Article XV, unless and until a Responsible Officer shall have
received written notice thereof from the Company or the Guarantor or a holder or
holders of Senior Indebtedness or from any trustee therefor; and before the
receipt of any such written notice, the Trustee, subject to the provisions of
Article VI of this Indenture, shall be entitled in all respects to assume that
no such facts exist; provided, however, that if the Trustee shall not have
received the notice provided for in this Section 15.06 at least two Business
Days prior to the date upon which by the terms hereof any money may become
payable for any purpose (including, without limitation, the payment of the
principal of (or premium, if any) or interest on any Security), then, anything
herein contained to the contrary notwithstanding, the Trustee shall have full
power and authority to receive such money and to apply the same to the purposes
for which they were received, and shall not be affected by any notice to the
contrary that may be received by it within two Business Days prior to such date.

         The Trustee, subject to the provisions of Article VI of this Indenture,
shall be entitled to conclusively rely on the delivery to it of a written notice
by a Person representing himself to be a holder of Senior Indebtedness of the
Company or the Guarantor, as the case may be (or a trustee on behalf of such
holder), to establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee on behalf of any such holder or holders. In the event
that the Trustee determines in good faith that further evidence is required with
respect to the right of any Person as a holder of such Senior Indebtedness to
participate in any payment or distribution pursuant to this Article XV, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Indebtedness held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article XV, and, if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

         Section 15.07. Rights of the Trustee; Holders of Senior Indebtedness.

         The Trustee in its individual capacity shall be entitled to all the
rights set forth in this Article XV in respect of any Senior Indebtedness at any
time held by it, to the same extent as any other holder of Senior Indebtedness,
and nothing in this Indenture or any Additional Provisions shall deprive the
Trustee of any of its rights as such holder.

         With respect to the holders of Senior Indebtedness of the Company or
the Guarantor, the Trustee undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article XV, and
no implied covenants or obligations with respect to the holders of such Senior
Indebtedness shall be read into this Indenture or any Additional Provisions
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of such Senior Indebtedness and, subject to the provisions of
Article VI of this Indenture, the Trustee shall not be liable to any holder of
such Senior Indebtedness if it shall pay over or deliver to Securityholders, the
Company, the Guarantor or any other Person money or assets to which any holder
of such Senior Indebtedness shall be entitled by virtue of this Article XV or
otherwise.

         Nothing in this Article XV shall apply to claims of, or payments to,
the Trustee under or pursuant to Section 6.06.

                                       60

<PAGE>

         Section 15.08. Subordination May Not Be Impaired.

         No right of any present or future holder of any Senior Indebtedness of
the Company or the Guarantor to enforce subordination as herein provided shall
at any time in any way be prejudiced or impaired by any act or failure to act on
the part of the Company or the Guarantor, as the case may be, or by any act or
failure to act in good faith by any such holder, or by any noncompliance by the
Company or the Guarantor, as the case may be, with the terms, provisions and
covenants of this Indenture, regardless of any knowledge thereof that any such
holder may have or otherwise be charged with.

         Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Indebtedness of the Company or the Guarantor may, at any
time and from time to time, without the consent of or notice to the Trustee or
the Securityholders, without incurring responsibility to the Securityholders and
without impairing or releasing the subordination provided in this Article XV or
the obligations hereunder of the holders of the Securities to the holders of
such Senior Indebtedness, do any one or more of the following: (i) change the
manner, place or terms of payment or extend the time of payment of, or renew or
alter, such Senior Indebtedness, or otherwise amend or supplement in any manner
such Senior Indebtedness or any instrument evidencing the same or any agreement
under which such Senior Indebtedness is outstanding; (ii) sell, exchange,
release or otherwise deal with any property pledged, mortgaged or otherwise
securing such Senior Indebtedness; (iii) release any Person liable in any manner
for the collection of such Senior Indebtedness; and (iv) exercise or refrain
from exercising any rights against the Company or the Guarantor, as the case may
be, and any other Person.

                                       61

<PAGE>

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

         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed by their respective officers thereunto duly authorized, as of the
day and year first above written.

                                     MIDLAND FINANCIAL HOLDINGS, INC., as Issuer

                                     By: _______________________________________
                                         Name:
                                         Title:

                                     MUNICIPAL MORTGAGE & EQUITY, LLC, as
                                     Guarantor

                                     By: _______________________________________
                                         Name:
                                         Title:

                                     WILMINGTON TRUST COMPANY, as Trustee

                                     By: _______________________________________
                                         Name:
                                         Title:

<PAGE>

                                                                       EXHIBIT A

                     FORM OF ELECTION TO RECEIVE PAYMENTS IN
                    U.S. DOLLARS OR TO RESCIND SUCH ELECTION

The undersigned, registered owner of certificate number _______________ (the
"Certificate"), representing [name of series of Debt Securities] (the "Debt
Securities") in an aggregate principal amount of _______________, hereby

         [ ]      elects to receive all payments in respect of the Debt
                  Securities in U.S. Dollars. Subject to the terms and
                  conditions set forth in the indenture under which the Debt
                  Securities were issued (the "Indenture"), this election shall
                  take effect on the next record date after this election form
                  is received by the Trustee and shall remain in effect until it
                  is rescinded by the undersigned or until the Certificate is
                  transferred or paid in full at Stated Maturity.

         [ ]      rescinds the election previously submitted by the undersigned
                  to receive all payments in respect of the Debt Securities in
                  U.S. Dollars represented by the Certificate. Subject to the
                  terms and conditions set forth in the Indenture, this
                  rescission shall take effect on the next record date after
                  this election form is received by the Trustee, or, in the case
                  of Stated Maturity of an installment of principal, the
                  fifteenth day immediately preceding such Stated Maturity.

The undersigned acknowledges that, except as provided in the Indenture, any
costs incurred by or on behalf of the Company in connection with the conversion
of foreign currency into U.S. Dollars shall be borne by the undersigned through
deduction from payments required to be made to the undersigned pursuant to the
terms of the Indenture.

All capitalized terms used herein, unless otherwise defined herein, shall have
the meanings assigned to them in the Indenture.

                                              __________________________________
                                              (Name of Owner)

                                              __________________________________
                                              (Signature of owner)

                                     Ex.A-1