<PAGE>
                                                                     EXHIBIT 4.1


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



                               LEVITT CORPORATION



                                       AND



                         U.S. BANK NATIONAL ASSOCIATION,
                                     Trustee








                                    INDENTURE

                            Dated as of _______, 2003






                                  $100,000,000


                   ___% 12 Month Subordinated Investment Notes
                   ___% 24 Month Subordinated Investment Notes
                   ___% 36 Month Subordinated Investment Notes
                   ___% 48 Month Subordinated Investment Notes
                 ___% Money Market Subordinated Investment Notes





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


<PAGE>


                               Levitt Corporation
              Reconciliation and tie between Trust Indenture Act of
                 1939 and Indenture, dated as of _________, 2003

<TABLE>
<CAPTION>

Trust Indenture
Act Section                                                                    Indenture Section
<S>      <C>                                                                   <C>
ss.310(a)(1)       .................................................................6.8
       (a)(2)     ..................................................................6.8
       (a)(3)     ..................................................................N/A
       (a)(4)     ..................................................................N/A
       (b)        .............................................................6.8, 6.9
       (c)        ..................................................................N/A
ss.311(a)          ................................................................6.12
       (b)        .................................................................6.12
       (c)        ..................................................................N/A
ss.312(a)          ............................................................4.1, 4.2
       (b)        ..................................................................4.2
       (c)        ..................................................................4.2
ss.313(a)          .................................................................4.3
       (b)(1)     ..................................................................N/A
       (b)(2)     ..................................................................N/A
       (c)        ..................................................................4.3
       (d)        ..................................................................4.3
ss.314(a)          .................................................................4.4
       (b)        ..................................................................N/A
       (c)        ..................................................................2.2
       (d)        ..................................................................N/A
       (e)        ..................................................................1.3
       (f)        ..................................................................N/A
ss.315(a)          ..............................................................6.1(a)
       (b)        ..................................................................6.2
       (c)        ...............................................................6.1(b)
       (d)        ...............................................................6.1(c)
       (e)        .................................................................5.14
ss.316(a)(1)(A)....................................................................5.12
       (a)(1)(B)...................................................................5.13
       (a)(2)     ..................................................................N/A
       (b)        ..................................................................5.8
ss.317(a)(1)       .................................................................5.3
       (a)(2)     ..................................................................5.4
       (b)        ..................................................................4.3
ss.318(a)          .................................................................1.7

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

NOTE:  This reconciliation and tie shall not, for any purpose, be deemed to be a
 part of the Indenture.
</TABLE>


<PAGE>



                                TABLE OF CONTENTS
<TABLE>
<S>                  <C>
ARTICLE I            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION................................. 1
         SECTION I.1         DEFINITIONS..................................................................... 1
         SECTION I.2         COMPLIANCE CERTIFICATES AND OPINIONS............................................ 6
         SECTION I.3         FORM OF DOCUMENTS DELIVERED TO TRUSTEE.......................................... 7
         SECTION I.4         ACTION BY HOLDERS............................................................... 8
         SECTION I.5         NOTICES, ETC., TO TRUSTEE AND COMPANY........................................... 9
         SECTION I.6         NOTICES TO HOLDERS; WAIVER...................................................... 9
         SECTION I.7         CONFLICT WITH TRUST INDENTURE ACT...............................................10
         SECTION I.8         EFFECT OF HEADINGS AND TABLE OF CONTENTS........................................10
         SECTION I.9         SUCCESSORS AND ASSIGNS..........................................................10
         SECTION I.10        SEPARABILITY CLAUSE.............................................................10
         SECTION I.11        BENEFITS OF INDENTURE...........................................................10
         SECTION I.12        LEGAL HOLIDAYS..................................................................11
         SECTION I.13        GOVERNING LAW...................................................................11
 ARTICLE II           THE INVESTMENT NOTES...................................................................11
         SECTION II.1        GENERAL TERMS OF INVESTMENT NOTES...............................................11
         SECTION II.2        CONFIRMATION STATEMENT..........................................................14
         SECTION II.3        REGISTRAR AND PAYING AGENT......................................................14
         SECTION II.4        TRANSFER AND EXCHANGE...........................................................14
         SECTION II.5        PAYMENT OF INTEREST AND PRINCIPAL; INTEREST AND PRINCIPAL RIGHTS PRESERVED......15
         SECTION II.6        DEFAULTED INTEREST..............................................................16
         SECTION II.7        BOOK-ENTRY REGISTRATION.........................................................17
         SECTION II.8        PERIODIC STATEMENTS.............................................................18
         SECTION II.9        MUTILATED, DESTROYED, LOST AND STOLEN INVESTMENT NOTES..........................18
         SECTION II.10       HOLDER LISTS....................................................................18
         SECTION II.11       CANCELLATION....................................................................19
         SECTION II.12       EXECUTION, AUTHENTICATION AND DELIVERY..........................................19
ARTICLE III          COVENANTS...............................................................................19
         SECTION III.1       PAYMENT OF PRINCIPAL AND INTEREST...............................................19
         SECTION III.2       MAINTENANCE OF OFFICE OR AGENCY.................................................20
         SECTION III.3       MONEY FOR INVESTMENT NOTE PAYMENTS TO BE HELD IN TRUST..........................20
         SECTION III.4       PAYMENT OF TAXES AND OTHER CLAIMS...............................................21
         SECTION III.5       MAINTENANCE OF PROPERTIES.......................................................21
         SECTION III.6       STATEMENT AS TO COMPLIANCE......................................................22
         SECTION III.7       CORPORATE EXISTENCE.............................................................22
         SECTION III.8       RESTRICTIONS ON DIVIDENDS, REDEMPTIONS AND OTHER PAYMENTS.......................22
ARTICLE IV           HOLDERS' LISTS AND REPORTS BY THE TRUSTEE AND THE COMPANY...............................23
         SECTION IV.1        COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.......................23
         SECTION IV.2        PRESERVATION OF INFORMATION; COMMUNICATIONS  TO HOLDERS.........................23
         SECTION IV.3        REPORTS BY TRUSTEE..............................................................23
         SECTION IV.4        REPORTS BY COMPANY..............................................................24
 ARTICLE V            REMEDIES...............................................................................25
         SECTION V.1         EVENTS OF DEFAULT...............................................................25
         SECTION V.2         ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT..............................26
         SECTION V.3         SUITS FOR ENFORCEMENT BY TRUSTEE................................................26
         SECTION V.4         TRUSTEE MAY FILE PROOFS OF CLAIM................................................27
         SECTION V.5         TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF INVESTMENT NOTES...............27
         SECTION V.6         APPLICATION OF MONEY COLLECTED..................................................28
         SECTION V.7         LIMITATION ON SUITS.............................................................28
         SECTION V.8         UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST................29
         SECTION V.9         RESTORATION OF RIGHTS AND REMEDIES..............................................29
         SECTION V.10        RIGHTS AND REMEDIES CUMULATIVE..................................................29
         SECTION V.11        DELAY OR OMISSION NOT A WAIVER..................................................29
         SECTION V.12        CONTROL BY HOLDERS..............................................................30
         SECTION V.13        WAIVER OF PAST DEFAULTS.........................................................30
         SECTION V.14        UNDERTAKING FOR COSTS...........................................................30
         SECTION V.15        WAIVER OF STAY OR EXTENSION LAWS................................................31
ARTICLE VI           THE TRUSTEE.............................................................................31
         SECTION VI.1        CERTAIN DUTIES AND RESPONSIBILITIES.............................................31
         SECTION VI.2        NOTICE OF DEFAULTS..............................................................32
         SECTION VI.3        CERTAIN RIGHTS OF TRUSTEE.......................................................33
         SECTION VI.4        NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF INVESTMENT NOTES....................34
         SECTION VI.5        MAY HOLD INVESTMENT NOTES.......................................................34
         SECTION VI.6        MONEY HELD IN TRUST.............................................................34
         SECTION VI.7        COMPENSATION AND REIMBURSEMENT..................................................34
         SECTION VI.8        CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; DISQUALIFICATION.......................35
         SECTION VI.9        RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR...............................35
         SECTION VI.10       ACCEPTANCE OF APPOINTMENT BY SUCCESSOR..........................................36
         SECTION VI.11       MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF TRUSTEE..........37
         SECTION VI.12       PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY...............................37
ARTICLE VII          SUPPLEMENTAL INDENTURES.................................................................37
         SECTION VII.1       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS..............................37
         SECTION VII.2       SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.................................38
         SECTION VII.3       EXECUTION OF SUPPLEMENTAL INDENTURES............................................40
         SECTION VII.4       EFFECT OF SUPPLEMENTAL INDENTURES...............................................41
         SECTION VII.5       CONFORMITY WITH TRUST INDENTURE ACT.............................................41
         SECTION VII.6       NOTATION ON OR EXCHANGE OF INVESTMENT NOTES.....................................41
         SECTION VII.7       SUBORDINATION UNIMPAIRED........................................................41
ARTICLE VIII          CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE...................................41
         SECTION VIII.1      COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS............................41
         SECTION VIII.2      SUCCESSOR CORPORATION SUBSTITUTED...............................................42
         SECTION VIII.3      LIMITATION ON LEASE OF PROPERTIES AS ENTIRETY...................................42
         SECTION IX.1        TERMINATION OF COMPANY'S OBLIGATIONS............................................42
         SECTION IX.2        APPLICATION OF TRUST MONEY......................................................44
         SECTION IX.3        REPAYMENT TO COMPANY............................................................44
         SECTION IX.4        REINSTATEMENT...................................................................44
ARTICLE X            SUBORDINATION OF INVESTMENT NOTES.......................................................45
         SECTION X.1         SUBORDINATION...................................................................45
         SECTION X.2         DISTRIBUTION OF ASSETS, ETC.....................................................45
         SECTION X.3         SUBROGATION.....................................................................47
         SECTION X.4         OBLIGATION OF THE COMPANY UNCONDITIONAL.........................................47
         SECTION X.5         PAYMENTS ON INVESTMENT NOTES PERMITTED..........................................47
         SECTION X.6         EFFECTUATION OF SUBORDINATION BY TRUSTEE........................................48
         SECTION X.7         KNOWLEDGE OF TRUSTEE............................................................48
         SECTION X.8         TRUSTEE MAY HOLD SENIOR INDEBTEDNESS............................................48
         SECTION X.9         RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED...........................48
         SECTION X.10        ALTERATION OF SENIOR INDEBTEDNESS...............................................48
         SECTION X.11        ARTICLE APPLICABLE TO PAYING AGENTS.............................................49
         SECTION X.12        TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS........................49
 ARTICLE XI           REDEMPTION.............................................................................49
         SECTION XI.1        REDEMPTION AT THE COMPANY=S OPTION..............................................49
         SECTION XI.2        NOTICES TO TRUSTEE..............................................................49
         SECTION XI.3        SELECTION OF INVESTMENT NOTES TO BE REDEEMED....................................49
         SECTION XI.4        NOTICE OF REDEMPTION............................................................50
         SECTION XI.5        EFFECT OF NOTICE OF REDEMPTION..................................................51
         SECTION XI.6        DEPOSIT OF REDEMPTION PRICE.....................................................51
         SECTION XI.7        INVESTMENT NOTES REDEEMED IN PART...............................................51
         SECTION XI.8        REPURCHASING OF INVESTMENT NOTES................................................51
         SECTION XI.9        REDEMPTION AT THE ELECTION OF HOLDER UPON DEATH OR TOTAL PERMANENT DISABILITY...52
         SECTION XI.10       REDEMPTION OF MONEY MARKET NOTES AT THE ELECTION OF THE HOLDER..................52
 ARTICLE XII          IMMUNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS............................53
         SECTION XII.1       EXEMPTION FROM INDIVIDUAL LIABILITY.............................................53
 ARTICLE XIII         INVESTMENT NOTES IN DEFINITIVE FORM....................................................53
         SECTION XIII.1      FORMS GENERALLY.................................................................53
</TABLE>

<PAGE>



         THIS INDENTURE, dated as of ___________, 2003, by and between Levitt
Corporation, a corporation duly organized and existing under the laws of the
State of Florida ("the Company"), and U.S. Bank National Association, a national
banking association, as trustee (the "Trustee").

         The Company and the Trustee agree as follows for the benefit of each
other and for the equal and ratable benefit of the Holders of the unsecured,
___% 12 Month Subordinated Investment Notes, ___% 24 Month Subordinated
Investment Notes, ___% 36 Month Subordinated Investment Notes, ___% 48 Month
Subordinated Investment Notes and ___% Money Market Investment Notes of the
Company issued pursuant to the Company's registration statement on Form S-1
declared effective by the Securities and Exchange Commission on or about ______,
2003:

                                    ARTICLE I

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

SECTION 1.1  DEFINITIONS.
             -----------

         For all purposes of this Indenture and of any indenture supplemental
hereto, except as otherwise expressly provided or unless the context otherwise
requires:

                  (1) the terms defined in this Article have the meanings
         assigned to them in this Article, and include the plural as well as the
         singular;

                  (2) the term "this Indenture" means 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;

                  (3) all other terms used herein which are defined in the Trust
         Indenture Act, either directly or by reference therein, have the
         meanings assigned to them therein;

                  (4) all accounting terms not otherwise defined herein have the
         meanings assigned to them in accordance with generally accepted
         accounting principles in effect on the date of execution of this
         Indenture; and

                  (5) all references in this instrument to designated
         "Articles", "Sections" and other subdivisions are to the designated
         Articles, Sections and other subdivisions of this instrument as
         originally executed; 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;



                                      1
<PAGE>


         "Account" means the record of beneficial ownership of a Security
maintained by the Company.

         "Act" when used with respect to any Holder has the meaning specified in
Section 1.4.

         "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with") when used with respect to any
specified Person means the power to direct the management and policies of such
Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise.

         "Authorized Newspaper" means a newspaper of general circulation in the
relevant area, printed in the English language and customarily published on each
Business Day, whether or not published on Saturdays, Sundays or holidays.
Whenever successive weekly publications in an Authorized Newspaper are required
hereunder they may be made (unless otherwise expressly provided herein) on the
same or different days of the week and in the same or different Authorized
Newspapers.

         "Board of Directors" means either the board of directors of the Company
or any duly authorized committee of that board.

         "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of the Company to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

         "Business Day" means each day which is neither a Saturday, Sunday nor
other day on which banking institutions in the State of Florida are authorized
by law or required by executive order to close.

         "Capital Stock" means any and all shares, interests, participation
rights or other equivalents (however designated) of corporate stock.

         "Capitalized Lease Obligation" means any lease obligation of a Person
incurred with respect to any property (whether real, personal or mixed) acquired
or leased by such Person and used in its business that is required to be
recorded as a capitalized lease in accordance with generally accepted accounting
principles.

         "Commission" means the Securities and Exchange Commission, as from time
to time constituted, created under the Securities Exchange Act of 1934, 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 on such date.



                                      2
<PAGE>

         "Company" means Levitt Corporation until a successor corporation shall
have become such pursuant to the applicable provisions of this Indenture, and
thereafter "Company" shall mean such successor corporation.

         Company Request", "Company Order" and "Company Consent" mean,
respectively, a written request, order or consent signed in the name of the
Company by its Chairman of the Board of Directors, President or a Vice
President, and delivered to the Trustee.

         "Confirmation Statement" has the meaning specified in Section 2.2.

         "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

         "Defaulted Interest" has the meaning specified in Section 2.6.

         "Event of Default" has the meaning specified in Section 5.1.

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

         "Holder" means a Person in whose name a Security is registered in the
Register.

         "Indebtedness" means (i) all Obligations of the Company for borrowed
money (whether or not the recourse of the lender is to the whole of the assets
of the Company or only to a portion thereof), (ii) all indebtedness of the
Company which is evidenced by a note, debenture, bond or other similar
instrument, including Capitalized Lease Obligations, (iii) all indebtedness of
the Company representing the unpaid balance of the purchase price of any goods
or other property or balance owed for any services rendered, (iv) all
indebtedness of the Company, including Capitalized Lease Obligations incurred,
assumed or given in an acquisition (whether by way of purchase, merger or
otherwise) of any business, real property or other assets, (v) any indebtedness
of others described in the preceding clauses (i), (ii), (iii) and (iv) that the
Company has guaranteed or for which it is otherwise liable and (vi) any
amendment, renewal, extension, deferral, modification, restructuring or
refunding of any such indebtedness, obligation or guarantee.

         "Interest Accrual Date" means with respect to any Security, the date
the Company accepts funds for the purchase of the Security if such funds are
received by 3:00 p.m. (EDT) on a Business Day, or if such funds are not so
received, on the next Business Day.

         "Interest Payment Date" means such date as determined by the Holder and
the Company or, if such day is not a Business Day, the Business Day immediately
following such day.



                                      3
<PAGE>


         "Investment Note" or "Investment Notes" means the Company's __% 12
Month Subordinated Investment Notes, ___% 24 Month Subordinated Investment
Notes, ___% 36 Month Subordinated Investment Notes and ___% 48 Month
Subordinated Investment Notes issued and delivered under this Indenture.

         "Maturity Date" when used with respect to any Investment Note means the
date specified in such Investment Note as the fixed date on which the principal
of such Investment Note is due and payable, as such Maturity Date may be
extended or renewed as provided herein.

         "Maturity Record Date" means, with respect to an Investment Note,
fifteen (15) days prior to the Maturity Date or redemption date applicable to
such Investment Note.

         "Money Market Note" or "Money Market Notes" means the Company's
unsecured, __% Money Market Subordinated Investment Notes.

         "Obligations" means, with respect to any Indebtedness, any principal,
premium, interest, penalties, fees and other liabilities payable from time to
time and obligations performable under the documentation governing such
Indebtedness.

         "Officers' Certificate" means a certificate signed by the Chairman of
the Board of Directors, the President or a Vice President, and by the Treasurer,
an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary
or an Assistant Secretary of the Company, and delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may,
except as otherwise expressly provided in this Indenture, be counsel for the
Company.

         "Outstanding" when used with respect to the Securities means, as of the
date of determination, the outstanding balances of all Accounts representing the
Securities maintained by the Registrar (or, if Accounts are exchanged for fully
registered notes in definitive form pursuant to Section 2.7(b) hereof, then all
Securities theretofore authenticated and delivered under this Indenture) except:

                  (i) Securities the principal amount of which is considered
         paid under Section 3.1 hereof; and

                  (ii) Securities for whose payment money in the necessary
         amount has been theretofore deposited with the Trustee or any Paying
         Agent in trust for the Holders of such Securities;

provided, however, that in determining whether the Holders of the requisite
principal amount of Securities Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, Securities owned
by the Company or any other obligor upon the Securities or any Affiliate of the
Company or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Securities which the Trustee knows to be so owned shall
be so disregarded.



                                      4
<PAGE>


         "Paying Agent" means any Person authorized by the Company to pay the
principal of or interest on any Securities on behalf of the Company. The Company
or any of its subsidiaries may act as Paying Agent.

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

         "Place of Payment" means a city or political subdivision thereof
designated as such by the Company in accordance with the terms of this
Indenture.

         "Principal Corporate Trust Office" means the principal corporate trust
office of the Trustee at the location set forth in Section 1.5 or at such other
location as the Trustee may from time to time designate by written notice to the
Company.

         "Redemption Price" means, with respect to any Security to be redeemed,
the principal amount of such Security plus any premium thereon plus the interest
accrued but unpaid to the date of such redemption.

         "Register" and "Registrar" shall mean the definition specified in
Section 2.3.

         "Regular Record Date" for the interest payable on any Interest Payment
Date means the close of business on the date fifteen (15) days prior to such
Interest Payment Date.

         "Responsible Officer" when used with respect to the Trustee means the
chairman or the vice chairman of the board of directors, the chairman or vice
chairman of the executive committee of the board of directors, the president,
any vice-president, the secretary, any assistant secretary, the treasurer, any
assistant treasurer, the cashier, any assistant cashier, any trust officer or
assistant trust officer, the controller and any assistant controller or any
other officer of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of his knowledge of and familiarity with the particular
subject.

         "Responsible Officer of the Company" shall mean the Chairman or Vice
Chairman of the Board of Directors, the President, any Vice-President, the
Treasurer, the Controller or the Secretary of the Company.



                                      5
<PAGE>


         "Security" or "Securities" means the Investment Notes and the Money
Market Notes.

         "Senior Indebtedness" means any and all Indebtedness of the Company
(whether outstanding on the date hereof or hereafter created), except for any
particular Indebtedness, which expressly provides that such Indebtedness shall
be subordinate or shall rank pari passu in right of payment to the Securities.

         "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 2.6.

         "Subsidiary" means, with respect to the Company, any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, officers or trustees
thereof is at the time owned in the aggregate, directly or indirectly, by the
Company and its Subsidiaries.

         "Total Permanent Disability" means a determination by a physician
acceptable to the Company that the Holder of an Investment Note, who was
gainfully employed on a full-time basis at the date of issuance of such
Investment Note is unable to work on a full time basis during the succeeding
twenty-four (24) months. For purposes of this definition, "working on a
full-time basis" shall mean working at least forty (40) hours per week.

         "Trustee" means U.S. Bank National Association, a national banking
association, until a successor Trustee shall have become such pursuant to the
applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
(15 U.S.C. ss.ss.77aaa-77bbbb), as in force at the date as of which this
instrument was executed, except as provided in Section 7.5.

         "U.S. Government Obligations" means direct obligations of the United
States of America for the payment of which the full faith and credit of the
United States of America is pledged.

         "Vice President" when used with respect to the Company or the Trustee
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

SECTION 1.2         COMPLIANCE CERTIFICATES AND OPINIONS.
                    ------------------------------------

         Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to
the Trustee at the Trustee's request an Officers' Certificate stating that 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, if any, have been
complied with, except that in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture relating to such particular application or request, no
additional certificate or opinion need be furnished.



                                      6
<PAGE>


         Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                  (a) a statement that each individual signing such certificate
         or opinion has read such covenant or condition and the definitions
         herein relating thereto; and

                  (b) a statement as to whether, in the opinion of each such
         individual, such condition or covenant has been complied with.

SECTION 1.3         FORM OF DOCUMENTS DELIVERED TO TRUSTEE.
                    --------------------------------------

         In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

         Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such counsel's certificate or opinion is
based are erroneous. Any such certificate or Opinion of Counsel may be based,
insofar as it relates to factual matters, upon a certificate or opinion of, or
representations by, an officer or officers of the Company stating that the
information with respect to such factual matters is in the possession of the
Company, unless such counsel knows, or in the exercise of reasonable care should
know, that such certificate or opinion or representations are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.



                                      7
<PAGE>


SECTION 1.4         ACTION BY HOLDERS.
                    -----------------

         (a)  Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Holders may be embodied in and evidenced by (i) one or more instruments of
substantially similar tenor signed by such Holders in person or by agent or
proxy duly appointed in writing. Except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Trustee and, where it is hereby expressly required, to the
Company. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the Holders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and (subject to Sections 6.1 and 6.3) conclusive in
favor of the Trustee and the Company, if made in the manner provided in this
Section.

         (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by an officer of a corporation or association or a member of a
partnership or an employee of a public or governmental agency on behalf of such
corporation, association, partnership or agency, or by an agent or fiduciary,
such certificate or affidavit shall also constitute sufficient proof of his
authority. The fact and date of the execution of any such instrument or writing,
or the authority of the Person executing the same, may also be proved in any
other manner which the Trustee deems sufficient.

         (c)  The ownership of Securities shall be proved by the Register or
by a certificate of the Registrar thereof.

         (d)  At any time prior to 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 which has consented to
such action may, by filing written notice with the Trustee at its Principal
Corporate Trust Office and upon proof of holding as provided in this Section
1.4, revoke such action so far as concerns such Securities. Except as aforesaid,
any request, demand, authorization, direction, notice, consent, waiver or other
action by the Holder of any Security shall be conclusive and binding upon such
Holder and upon all future Holders of such Security and of every Security issued
upon the registration of transfer thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such
action is made upon such Security. Any action taken by the Holders of the
percentage in aggregate principal amount of the Securities specified in the
Indenture in connection with such action shall be conclusive and binding upon
the Company, the Trustee and the Holders of all of the Securities.

         (e)  If the Company shall solicit from the Holders any request,
demand, authorization, direction, notice, consent, waiver or other action, the
Company may, at its option, by or pursuant to a Board Resolution, fix in advance



                                      8
<PAGE>

a record date for the determination of Holders entitled to give such request,
demand, authorization, direction, notice, consent, waiver or other action, but
the Company 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 such record date, but only Holders of record
at the close of business on such record date shall be deemed to be the Holders
for the purposes of determining whether Holders of the requisite proportion of
Outstanding Securities 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 shall be computed as of such record
date; provided that no such authorization, agreement or consent by the Holders
on such record date shall be deemed effective unless it shall become effective
pursuant to the provisions of this Indenture not later than six (6) months after
the record date.

SECTION 1.5         NOTICES, ETC., TO TRUSTEE AND COMPANY.
                    -------------------------------------

         Any request, demand, authorization, direction, notice, consent, waiver
or Act of Holders or other document provided or permitted by this Indenture to
be made upon, given or furnished to, or filed with,

                  (1) the Trustee by any Holder or by the Company shall be
         sufficient for every purpose hereunder if and only if made, given,
         furnished or filed in writing to or with the Corporate Trust Department
         of the Trustee at the Principal Corporate Trust Office which at the
         date of this Indenture is 101 East Fifth Street, St. Paul, Minnesota
         55101-1860, attention: Richard Prokosch, or

                  (2) the Company by the Trustee or by any Holder shall be
         sufficient for every purpose hereunder if in writing and mailed,
         first-class, postage prepaid, to the Company addressed to it at 1750
         East Sunrise Boulevard, Ft. Lauderdale, Florida 33304, to the attention
         of the Corporate Secretary, or at any other address furnished in
         writing to the Trustee by the Company with a copy to Stearns Weaver
         Miller Weissler Alhadeff & Sitterson, P.A., 150 West Flagler Street,
         Miami, Florida 33130, attention: Alison W. Miller.

SECTION 1.6         NOTICES TO HOLDERS; WAIVER.
                    --------------------------

         Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first class, postage prepaid, to each Holder affected
by such event, at his address as it appears on the Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Holders is given by mail, neither
the failure to mail such notice, nor any defect in any notice so mailed, to any
particular Holder shall affect the sufficiency of such notice with respect to
other Holders. Where this Indenture provides for notice in any manner, such
notice may be waived in writing by the Person entitled to receive such notice,
either before or after the event, and such waiver shall be equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance upon such waiver.



                                      9
<PAGE>


         In case, by reason of the suspension of or irregularities in regular
mail service, it shall be impractical to mail notice of any event to Holders
when such notice is required to be given pursuant to any provision of this
Indenture, then any manner of giving such notice as shall be satisfactory to the
Trustee shall be deemed to be a sufficient giving of such notice.

         In case, by reason of the suspension of publication of any Authorized
Newspaper, or by reason of any other cause, it shall be impossible to make
publication of any notice in an Authorized Newspaper or Authorized Newspapers as
required by this Indenture, then such method of publication or notification as
shall be made with the approval of the Trustee shall constitute a sufficient
publication of such notice.

SECTION 1.7         CONFLICT WITH TRUST INDENTURE ACT.
                    ---------------------------------

         This Indenture is subject to the TIA and if any provision hereof
limits, qualifies or conflicts with another provision hereof which is required
to be included in this Indenture by any of the provisions of TIA, such required
provision shall control.

SECTION 1.8         EFFECT OF HEADINGS AND TABLE OF CONTENTS.
                    ----------------------------------------

         The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

SECTION 1.9         SUCCESSORS AND ASSIGNS.
                    ----------------------

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

SECTION 1.10        SEPARABILITY CLAUSE.
                    -------------------

         In case any provision in this Indenture or in the Securities shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

SECTION 1.11        BENEFITS OF INDENTURE.
                    ---------------------

         Nothing in this Indenture or in the Securities, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, the holders of Senior Indebtedness and the Holders of Securities, any
benefit or any legal or equitable right, remedy or claim under this Indenture.



                                      10
<PAGE>


SECTION 1.12       LEGAL HOLIDAYS.
                   --------------

         In any case where the date of an Interest Payment Date or the Maturity
Date of any Security shall not be a Business Day, then (notwithstanding any
other provision of the Securities or this Indenture) payment of the principal
of, or interest on, any Securities need not be made on such date, but may be
made on the next succeeding Business Day with the same force and effect as if
made on the nominal date of any such Interest Payment Date or Maturity Date.

SECTION 1.13      GOVERNING LAW.
                  -------------

         This Indenture and the Securities issued hereunder shall be controlled,
construed and enforced in accordance with the laws of the State of Florida
applicable to contracts made and to be performed entirely in that State.

                                   ARTICLE II

                                 THE SECURITIES

SECTION 2.1      GENERAL TERMS OF THE SECURITIES.
                 -------------------------------

         (a)  The outstanding aggregate principal amount of Securities
outstanding at any time is limited to $100 million, provided, however, that the
Company and the Trustee may, without the consent of any Holder, increase such
aggregate principal amount of Securities which may be outstanding at any time.
The Securities may be subject to notations, legends or endorsements required by
law, stock exchange rule, agreements to which the Company is subject or usage.

         (b)  The Securities (i) shall not be evidenced by a promissory
note, (ii) are non-negotiable debt instruments and (iii) absent an exchange for
fully registered notes in definitive form pursuant to Section 2.7(b) hereof,
shall only be issued in book-entry form. The record of beneficial ownership of
the Securities shall be maintained and updated by the Company through the
establishment and maintenance of Accounts. Each Security shall be in such
denominations as may be designated from time to time by the Company but in no
event in an original denomination less than $1,000. Separate purchases may not
be cumulated to satisfy the minimum denomination requirements.

         (c)  Each Investment Note shall have a term (subject to renewal or
extension) of not less than twelve (12) months and not greater than forty-eight
(48) months. Each Money Market Note shall have no stated maturity and shall be
redeemable in increments of $1,000 (except in the case of the redemption of the
entire account) at the option of the Holder upon written notice to the Company
as provided in Article XI of this Indenture. The payment due upon redemption
shall be made within ten (10) Business Days of the Company's receipt of such
notice from the Holder.



                                      11
<PAGE>


         Each Investment Note shall bear interest from and commencing on its
Interest Accrual Date at its respective designated rate of interest. The
interest rate will be fixed for the term of the Investment Notes upon issuance.
Each Money Market Note shall bear interest from and commencing on its Interest
Accrual Date at ___%; provided, however, that the interest rate on the Money
Market Notes may be adjusted by the Company from time to time in its sole
discretion. The Company shall provide written notice to all Holders of the Money
Market Notes at least 14 days prior to any decrease in the interest rate to be
paid thereon, which notice shall set forth the new interest rate to be paid and
the effective date of such change. The Company shall have the right to increase
the interest rate paid on the Money Market Notes at any time without prior
written notice to the Holders of the Money Market Notes.

         Interest on an Investment Note shall be simple interest and the Holder
thereof may elect to have interest paid monthly, on the fifteenth day of each
calendar month; quarterly, on January 15, April 15, July 15 and October 15;
semi-annually, on January 15 and July 15; annually, on January 15; or upon
maturity. A Holder may change this election once during the term of the
Investment Note. To the extent any applicable interest payment date is not a
Business Day, then interest shall be paid instead on the next succeeding
Business Day.

         Interest on a Money Market Note shall be simple interest and will be
payable on a monthly basis at the end of each calendar month on any Account with
a balance of $1,000 or more. No interest will be paid on any Account for any day
during which the principal balance of such Account is less than $1,000. All
interest payments on the Money Market Notes shall be approved prior to payment
by the Company's Treasurer.

         (d)  An Investment Note shall be renewed  automatically for the same
term, and shall be deemed to have been renewed by the Holder thereof as of the
Maturity Date unless (i) the Holder has requested repayment of the Investment
Note in writing no earlier than ninety (90) days and no later than sixty (60)
days prior to the Maturity Date of such Investment Note (subject, however, to
Section 2.1(e) below), (ii) the Company has noticed its intention to repay such
Investment Note at least seven (7) days prior to the Maturity Date or (iii) the
Company has previously exercised its right pursuant to Section 2.1(e) below to
automatically extend the Maturity Date of the Investment Note for an additional
one (1) year period. An Investment Note will continue to renew, as described
herein, absent a permitted action by either the Holder or the Company. Interest
shall continue to accrue from the first day of such renewed term. Such
Investment Note, as renewed, will continue subject to all of its provisions,
including provisions relating to payment of interest and redemption, and shall
retain the same interest rate established in connection with its original term.

         The Company shall provide each Holder a written notice at least ninety
(90) days prior to the Maturity Date of the Investment Note held by such Holder
notifying such Holder (i) of the pending maturity of the Investment Note, and
(ii) that the automatic renewal provision described in the preceding paragraph
will take effect unless the Holder requests payment or the Company elects to
repay the Investment Note (as described in the preceding paragraph). If the
Company gives notice to a Holder of the Company's intention to repay an
Investment Note at maturity, no interest will accrue after the Maturity Date for
such Investment Note.



                                      12
<PAGE>


         (e)   Notwithstanding the election of a Holder to request repayment
of his or her Investment Note on the Maturity Date, the Company may elect, in
its discretion, at any time prior to the Maturity Date of an Investment Note, to
extend the Maturity Date of such Investment Note for an additional one (1) year
period by providing the Holder written notice of such election within seven (7)
days after the Holder's election has been made. The Company's right to
automatically extend the Maturity Date of an Investment Note for the additional
one (1) year period may be exercised only once, and after the Maturity Date of
an Investment Note has been automatically renewed pursuant to Section 2.1(d)
above or extended for the additional one (1) year period by the Company pursuant
to this provision, such Investment Note shall not be subject to any additional
extensions or renewals of its Maturity Date, including the automatic renewal
provisions of Section 2.1(d) hereof.

         (f)   At its option, the Company may redeem a Security in whole or
in part, at any time at a redemption price equal to the principal amount of such
Security plus the interest accrued but unpaid to the date of redemption.
Investment Notes with a remaining duration of greater than one (1) year are
subject to early repayment at the election (i) of the Holder upon the occurrence
of a Total Permanent Disability of such Holder (or if such Investment Note is
held jointly, upon the Total Permanent Disability of one of such record
Holders), (ii) of a Holder's estate after a Holder's death or (iii) if such
Investment Note is held jointly, of a Holder upon the death of the other joint
Holder. Otherwise, Holders will have no right to demand early repayment. The
Company may modify its policy on redemptions after death or Total Permanent
Disability provided that any change in such policy shall not affect any
Outstanding Investment Note.

         (g)  The Securities are junior in right of payment to the Company's
existing and future Senior Indebtedness.

         (h)  The Securities are not guaranteed or secured by any lien on
any of the Company's assets. The Company will not be required to contribute, as
a means of repaying the Securities upon the Maturity Date, funds to a separate
fund, such as a sinking fund.

         (i)  The terms and provisions contained in the Securities shall
constitute, and are hereby expressly made, a part of this Indenture and to the
extent applicable, the Company and the Trustee, by their execution and delivery
of this Indenture, and the Holders by accepting the Securities, expressly agree
to such terms and provisions and to be bound thereby. In case of a conflict, the
provisions of this Indenture shall control.



                                      13
<PAGE>



SECTION 2.2                CONFIRMATION STATEMENT.
                           ----------------------

         A Security shall not be validly issued until an Account is established
by the Company in the name of the purchaser. Promptly after issuance, a
confirmation statement (a "Confirmation Statement") confirming the issuance of
the Security shall be delivered to the purchaser.

SECTION 2.3                REGISTRAR AND PAYING AGENT.
                           --------------------------

         The Company shall maintain (i) an office or agency where Securities may
be presented for registration of transfer or for exchange ("Registrar") and (ii)
an office or agency where Securities may be presented for payment ("Paying
Agent"). The Registrar shall keep a register (the "Register") of the Securities
and of their transfer and exchange. The Register shall contain a list of all of
the Accounts reflecting the beneficial ownership of the Securities. The Company
may appoint one or more co-registrars and one or more additional paying agents.
The term "Registrar" includes any co-registrar, and the term "Paying Agent"
includes any additional paying agent. The Company may change any Paying Agent or
Registrar without prior notice to any Holder; provided that the Company shall
promptly notify the Holders of the name and address of any Agent not a party to
this Indenture. The Company may act as Paying Agent and/or Registrar. In the
event the Company uses any Agent other than the Company or the Trustee, the
Company shall enter into an appropriate agency agreement with such Agent, which
agreement shall incorporate the provisions of the TIA. The agreement shall
implement the provisions of this Indenture that relate to such Agent. The
Company shall notify the Trustee of the name and address of any such Agent. If
the Company fails to maintain a Registrar or Paying Agent, or fails to give the
foregoing notice, the Trustee shall act as such, and shall be entitled to
appropriate compensation in accordance with Section 6.7 hereof.

         The Company shall be the initial Registrar and Paying Agent. The
Company initially appoints the Trustee as agent for service of notices and
demands in connection with the Securities. The Company shall act as Paying Agent
until such time as the Company gives the Trustee written notice otherwise.

SECTION 2.4                TRANSFER AND EXCHANGE.
                           ---------------------

         (a)  The Securities are non-negotiable instruments and cannot be
transferred without the prior written consent of the Company (which consent
shall not be unreasonably withheld). Requests to the Company for the transfer of
the Accounts maintained for the benefit of the Holders of the Securities shall
be:

                  (i) duly executed by the current holder of the Account, as
         reflected on the Register as of the date of receipt of such transfer
         request, or his attorney duly authorized in writing;

                  (ii) accompanied by the written consent of the Company to the
         transfer; and



                                      14
<PAGE>



                  (iii) if requested by the Company, an opinion of Holder's
         counsel (which counsel shall be reasonably acceptable to the Company)
         that the transfer does not violate any applicable securities laws
         and/or a signature guarantee.

Upon transfer of a Security, the Company will provide the new registered owner
of the Security with a Confirmation Statement which will evidence the transfer
of the Account on the Company's records.

         (b)  The Company may assess service charges to a Holder for any
registration of transfer or exchange, and the Company may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith.

         (c)    The Company shall treat the individual or entity listed on
each Account maintained by or on behalf of the Company as the absolute owner of
the Security represented thereby for purposes of receiving payments thereon and
for all other purposes whatsoever.

SECTION 2.5     PAYMENT OF INTEREST AND PRINCIPAL; INTEREST AND PRINCIPAL
                RIGHTS PRESERVED.
                ----------------------------------------------------------

         (a)   Each Security shall bear interest from and commencing on its
Interest Accrual Date at its respective rate of interest. The Holder of an
Investment Note may elect to have interest paid monthly, quarterly,
semi-annually, annually, or upon maturity as specified upon issuance and
confirmed in the Confirmation Statement. To the extent any applicable interest
payment date is not a Business Day, then interest shall be paid instead on the
next succeeding Business Day.

         (b)   Each Security shall accrue interest at the rate specified for
such Security and such interest shall be payable on each Interest Payment Date,
until the principal thereof becomes due and payable. Any installment of interest
payable on a Security that is caused to be punctually paid or duly provided for
by the Company on the applicable Interest Payment Date shall be paid to the
Holder in whose name such Security is registered in the Register on the
applicable Regular Record Date with respect to the Securities outstanding, by
check mailed to such Holder's address as it appears in the Register on such
Regular Record Date. The payment of any interest payable in connection with the
payment of any principal payable with respect to such Security on a Maturity
Date or redemption date shall be payable as provided below. Any installment of
interest not punctually paid or duly provided for shall be payable in the manner
and to the Holders specified in Section 2.6. The interest rate paid on the Money
Market Notes shall be adjusted by the Company from time to time in its sole
discretion. The Company shall provide written notice to all Holders of Money
Market Notes at least 14 days prior to any decrease in the interest rate to be
paid thereon, which notice shall set forth the new interest rate to be paid and
the effective date of such change. The Company shall have the right to increase
the interest rate paid on the Money Market Notes at any time without prior
notice to the Holders of the Money Market Notes.

         (c)   Each of the Investment Notes shall have a Maturity Date of
principal as shall be indicated in each such Investment Note. The principal of
each Investment Note shall be paid in full no later than the Maturity Date
originally indicated in the Confirmation Statement unless the term of such
Investment Note is extended pursuant to Section 2.1(d) or (e) hereof or such
Investment Note becomes due and payable at an earlier date by acceleration,
redemption or otherwise. Each of the Money Market Notes shall have no stated
maturity.


                                      15
<PAGE>


         (d)   The principal payment made on any Investment Note on any
Maturity Date (or the Redemption Price of any Investment Note required to be
redeemed), and any accrued interest thereon, shall be payable on or after the
Maturity Date or redemption date therefor at the office or agency of the Company
maintained by it for such purpose or at the office of any Paying Agent for such
Investment Note. The principal payment made on any Money Market Note on any
redemption date and any accrued interest thereon shall be payable within ten
Business Days of the Company's receipt of written notice executed by the Holder
or his duly authorized representative on a form acceptable to the Company at the
office or agency of the Company maintained by it for such purpose pursuant to
Section 2.3 hereof or at the office of any Paying Agent for such Money Market
Notes. All such payments made upon redemption of the Money Market Notes shall be
made in U.S. Dollars.

         (e)   Notwithstanding any of the foregoing provisions with respect
to payments of principal of and interest on the Securities, if the Securities
have become or been declared due and payable following an Event of Default, then
payments of principal of and interest on the Securities shall be made in
accordance with Article V hereof.

         (f)   All computations of interest due with respect to any Security
shall be computed as simple interest on the basis of a 360-day year of twelve
30-day months.

         (g)   The Company shall pay the principal and interest on the
Securities by check mailed to each Holder's address as it appears in the
Security Register on the applicable Regular Record Date.

SECTION 2.6                DEFAULTED INTEREST.
                           ------------------

         If the Company defaults in a payment of interest on any Security, it
shall pay the defaulted interest plus, to the extent lawful, any interest
payable on the defaulted interest (together, the "Defaulted Interest"), to the
Holder of such Security on a subsequent Special Record Date, which date shall be
at the earliest practicable date but in all events at least five (5) Business
Days prior to the payment date, in each case at the rate provided in the
Security. The Company shall, with written notification to the Trustee, fix or
cause to be fixed each such Special Record Date and payment date. At least
fifteen (15) days before any such Special Record Date, the Company (or the
Trustee, in the name of and at the expense of the Company) shall mail to Holders
a notice that states (i) the Special Record Date, (ii) the related payment date
and (iii) the amount of such interest to be paid.



                                      16
<PAGE>



SECTION 2.7                BOOK-ENTRY REGISTRATION.
                           -----------------------

         (a)   The Registrar shall maintain a book-entry registration and
transfer system through the establishment of Accounts for the benefit of Holders
of Securities as the sole method of recording the ownership and transfer of
ownership interests in such Securities. The registered owners of the Accounts
established by the Company in connection with the purchase or transfer of the
Securities shall be deemed to be the Holders of the Securities outstanding for
all purposes under this Indenture. The Company shall promptly notify the
Registrar (if the Registrar is other than the Company) of the acceptance of a
subscriber's order to purchase a Security and the Company shall credit its
book-entry registration and transfer system to the Account of each Security
purchaser, the principal amount of such Security owned of record by the
purchaser. The total amount of any principal and/or interest due and payable to
book-entry owners of the Accounts maintained by the Company as provided in this
Indenture shall be credited to such Accounts by the Company within the time
frames provided in this Indenture.

         The Company shall notify the Trustee no less frequently than monthly of
the establishment of new Accounts and the transfer of existing Accounts.

         (b)  Book-entry interests in the Accounts evidencing ownership of
the Securities are exchangeable for fully registered notes in definitive form in
those names as the Company directs only if:

                  (1) the Company, at its option, advises the Trustee in writing
         of the Company's election to terminate the book-entry system; or

                  (2) after the occurrence of an Event of Default under the
         Indenture: (i) Holders aggregating more than a majority of the
         Outstanding amount of the Securities advise the Trustee in writing that
         the continuation of a book-entry system is no longer in the best
         interests of such Holders of the Securities and (ii) the Trustee
         notifies all Holders of the occurrence of any such Event of Default and
         the availability of definitive notes to Holders of the Securities
         requesting such notes in definitive form.

         (c)   Subject to the exception described above in Section 2.7(b)
hereof, the book-entry interests in the Securities shall not otherwise be
exchangeable for fully registered notes in definitive form.



                                      17
<PAGE>
SECTION 2.8           PERIODIC STATEMENTS.
                      -------------------

         The Company shall send each Holder via U.S. mail no later than the
tenth (10) Business Day after each quarter end in which such Holder had an
Outstanding balance in such Holder's Account, a statement which indicates as of
the calendar month end preceding the mailing: (i) the balance of such Account,
(ii) any accrued interest, (iii) withdrawals made, if any and (iv) in the case
of Holders of Money Market Notes, the interest rate paid on such Account as of
the date of the statement.

SECTION 2.9           MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.
                      ------------------------------------------------

         (a)   In the event that Securities have been issued in definitive
form pursuant to Section 2.7(b) hereof, and if (i) any mutilated Security is
surrendered to the Trustee, or if the Company and the Trustee receive evidence
to their satisfaction of the destruction, loss or theft of any Security, and
(ii) there is delivered to the Company and the Trustee such security or
indemnity as may be required by them to save each of them harmless, then, in the
absence of notice to the Company or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and upon its
request the Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Security, a new Security of
like tenor and principal amount, bearing a number not contemporaneously
outstanding.

         (b)  In case any such mutilated, destroyed, lost or stolen Security
has become or is about to become due and payable, the Company in its discretion
may, instead of issuing a new Security, pay or authorize the payment of such
Security (without surrender thereof except in the case of a mutilated Security)
if the applicant for such payment shall furnish to the Company such security or
indemnity as it may require to save it harmless and, in the case of destruction,
loss or theft, evidence to the satisfaction of the Company of the destruction,
loss or theft of such Security and of the ownership thereof.

         (c)  Upon the issuance of any new Security under this Section 2.9,
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 (including the fees and expenses of the Trustee) connected therewith.

         (d)  The provisions of this Section are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Securities.

SECTION 2.10          HOLDER LISTS.
                      ------------

         The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders of the Securities and shall otherwise comply with TIA ss.312(a).



                                      18
<PAGE>



SECTION 2.11     CANCELLATION.
                 ------------

         At any time, the Company may notify the Trustee of the cancellation of
Securities and, in the event fully registered notes in definitive form have been
issued pursuant to Section 2.7(b) hereof, the Company may deliver Securities to
the Trustee for cancellation. The Registrar and the Paying Agent shall forward
to the Trustee any Securities in definitive form surrendered to them for
registration of transfer, exchange or payment. The Trustee shall cancel all
Securities surrendered for transfer, exchange, payment, replacement or
cancellation and shall destroy such canceled Securities (subject to the record
retention requirement of the Exchange Act) and deliver a certificate of such
destruction to the Company, unless the Company otherwise directs.

SECTION 2.12    EXECUTION, AUTHENTICATION AND DELIVERY.
                ---------------------------------------

         Securities issued in definitive form pursuant to Section 2.7(b) hereof,
bearing the manual or facsimile signatures of individuals who were at any time
the proper officers of the Company shall bind the Company, notwithstanding that
such individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Securities or did not hold such offices at
the date of such Securities. At any time and from time to time after the
execution and delivery of this Indenture and subject to Section 2.7(b), the
Company may deliver such Securities executed by the Company to the Trustee for
authentication, together with a Company Order of the authentication and delivery
of such Securities; and the Trustee shall authenticate and deliver such
Securities as in this Indenture provided and not otherwise. All Securities shall
be dated the date of their authentication. No Security in definitive form shall
be entitled to any benefit under this Indenture or be valid or obligatory for
any purpose, unless there appears on such Security a certificate of
authentication executed by the Trustee; and such certificate upon any Security
in definitive form shall be conclusive evidence, and the only evidence, that
such has been duly authenticated and delivered hereunder.



                                   ARTICLE III

                                    COVENANTS

SECTION 3.1    PAYMENT OF PRINCIPAL AND INTEREST.
               ---------------------------------

         The Company will duly and punctually pay the principal of and interest
on the Securities in accordance with the terms of the Securities and this
Indenture. Principal and interest shall be considered paid on the date due if
the Paying Agent, if other than the Company, holds at least one Business Day
before that date money deposited by the Company in immediately available funds
and designated for and sufficient to pay all principal and interest then due;
provided, however, that principal and interest shall not be considered paid
within the meaning of this Section 3.1 if money is held by the Paying Agent for
the benefit of holders of Senior Debt pursuant to the provisions of Article X
hereof. Such Paying Agent shall return to the Company, no later than five (5)
days following the date of payment, any money (including accrued interest) that
exceeds such amount of principal and interest paid on the Securities in
accordance with this Section 3.1.



                                      19
<PAGE>



SECTION 3.2      MAINTENANCE OF OFFICE OR AGENCY.
                 -------------------------------

         The Company will maintain an office or agency in the Place of Payment
where notices and demands to or upon the Company in respect of the Securities
and this Indenture may be served and where Securities may be surrendered for
payment and for registration of transfer or for exchange. The Company will give
prompt written notice to the Trustee of the location, and of any change in the
location, of such office or agency. If at any time the Company shall fail to
maintain such office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, notices and demands may be made or served
at the Principal Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all such notices, demands,
presentations and surrenders.

SECTION 3.3      MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST.
                 -----------------------------------------------

         If the Company shall at any time act as its own Paying Agent, it will,
on or before each due date of the principal of or interest on any of the
Securities, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal or interest so becoming due until
such sums shall be paid to such Persons or otherwise disposed of as herein
provided, and will promptly notify the Trustee of its action or failure to so
act.

         Whenever the Company shall have one or more Paying Agents, it will,
prior to each due date of the principal of or interest on any of the Securities,
deposit with a Paying Agent a sum sufficient to pay the principal or interest so
becoming due, such sum to be held in trust for the benefit of the Persons
entitled to such sums, and (unless such Paying Agent is the Trustee) the Company
will promptly notify the Trustee of its action or failure so to act.

         The Company will cause each Paying Agent other than the Trustee to
execute and deliver to the Trustee an instrument in which such Paying Agent
shall agree with the Trustee, subject to the provisions of this Section, that
such Paying Agent will:

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

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



                                      20
<PAGE>



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

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, pay, or
by Company Order direct any Paying Agent to pay, to the Trustee all sums held in
trust by the Company or such Paying Agent, such sums to be held by the Trustee
upon the same terms as those upon which such sums were held by the Company or
such Paying Agent; and, upon such payment by any Paying Agent to the Trustee,
such Paying Agent shall be released from all further liability with respect to
such money.

         Any money deposited with the Trustee or any Paying Agent, or then held
by the Company, in trust for the payment of the principal of or interest on any
Security and remaining unclaimed for two (2) years after such principal or
interest has become due and payable, shall be paid to the Company upon Company
Request, or (if then held by the Company) shall be discharged from such trust;
and the Holder of such Security shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in an
Authorized Newspaper in the Place of Payment, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
thirty (30) days from the date of such publication, any unclaimed balance of
such money then remaining will be repaid to the Company.

                  The Trustee and the Paying Agent shall promptly pay to the
Company upon Company Request any excess money or securities held by them at any
time.

SECTION 3.4   PAYMENT OF TAXES AND OTHER CLAIMS.
              ----------------------------------

         The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all material taxes, assessments and
governmental charges levied or imposed upon it or upon its income, profits or
property; provided, however, that the Company shall not be required to pay or
discharge or cause to be paid or discharged any such tax, assessment or charge
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

SECTION 3.5   MAINTENANCE OF PROPERTIES.
              -------------------------

         The Company will, in all material respects, cause all its properties
and the properties of its Subsidiaries used or useful in the conduct of the
business of the Company and its Subsidiaries to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company or a Subsidiary from
discontinuing the operation and maintenance of any of its properties if such
discontinuance is, in the judgment of the Company, desirable in the conduct of
its business and is not disadvantageous in any material respect to the Holders.



                                      21
<PAGE>



SECTION 3.6         STATEMENT AS TO COMPLIANCE.
                    --------------------------

         The Company will deliver to the Trustee, within one hundred twenty
(120) days after the end of each fiscal year of the Company, a written statement
signed by the President or a Vice President and by the Chief Financial Officer,
the Treasurer, an Assistant Treasurer, the Controller or an Assistant Controller
of the Company, stating, as to each signatory thereof, that:

                  (1) a review of the activities of the Company during such year
         and of performance under this Indenture has been made under his or her
         supervision, and

                  (2) to the best of his or her knowledge, based on such review,
         the Company has performed and fulfilled all of its obligations under
         this Indenture throughout such year, or, if an Event of Default shall
         have occurred, specifying each such Event of Default known to the
         signatory and the nature and status thereof.

         The Company will, so long as any of the Securities are Outstanding,
deliver to the Trustee, forthwith upon becoming aware of any Event of Default,
an Officer's Certificate specifying such Event of Default.

SECTION 3.7         CORPORATE EXISTENCE.
                    -------------------

         Subject to Article Eight, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect the corporate
existence, rights (charter and statutory) and franchises of the Company and it
Subsidiaries; provided, however, that the Company shall not be required to
preserve any right or franchise of the Company or its Subsidiaries if the Board
of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company or its Subsidiaries and
that the loss thereof is not disadvantageous in any material respect to the
Holders.

SECTION 3.8         RESTRICTIONS ON DIVIDENDS, REDEMPTIONS AND OTHER PAYMENTS.
                    ---------------------------------------------------------

         The Company shall not declare or pay any dividends on, or purchase,
redeem or otherwise acquire for value, any of its Capital Stock now or hereafter
outstanding (other than redemption or repurchase of the Securities in accordance
with the terms of this Indenture) or return any capital to holders of its
Capital Stock as such, or make any distribution of assets to holders of its
Capital Stock as such, unless, on the date of any such dividend declaration (a
"Declaration Date") or the date of any such purchase, redemption, payment or
distribution specified above the Company is not in default in the payment of
interest on the Securities and no Event of Default has occurred or is
continuing.



                                      22
<PAGE>



                                   ARTICLE IV

                        HOLDERS' LISTS AND REPORTS BY THE
                             TRUSTEE AND THE COMPANY

SECTION 4.1         COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.
                    ----------------------------------------------------------

         The Company shall furnish or cause to be furnished to the Trustee,
within ten (10) days after the end of each quarter during the term of this
Indenture and as of such other times as the Trustee may request in writing, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of Securities and the aggregate principal amount
outstanding as of such quarter end; provided, however, that the Company shall
not be required to furnish the Trustee the names and addresses of the Holders of
Securities if the Trustee receives such names and addresses in its capacity as
Registrar. The Company shall otherwise comply with TIA ss.312(a).



SECTION 4.2         PRESERVATION OF INFORMATION; COMMUNICATIONS  TO HOLDERS.
                    --------------------------------------------------------

         (a)  The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of Holders of Securities
contained in the most recent list furnished to the Trustee as provided in
Section 4.1 and the names and addresses of Holders of Securities received by the
Trustee at any time that it is acting as Registrar (if so acting). The Trustee
may destroy any list furnished to it as provided in Section 4.1 upon receipt of
a new list so furnished.

         (b)  The Trustee shall comply with Section 312(b) of the TIA. The
Trustee, the Company, and any other Person shall have the protection of Section
312(c) of the TIA.

SECTION 4.3        REPORTS BY TRUSTEE.
                   ------------------

         (a)  So long as the Securities are Outstanding, within sixty (60)
days after May 15 of each year (the "Reporting Date"), the Trustee shall, if
required by Section 313(a) of the TIA, transmit by mail to the Company and all
Holders, as their names and addresses appear in the Register, a brief report
dated as of such Reporting Date that complies with Section 313(a) of the TIA.

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



                                      23
<PAGE>


SECTION 4.4        REPORTS BY COMPANY.
                   ------------------

         The Company will:

                  (1) file with the Trustee, within fifteen (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 said Sections, then it will file with the Trustee and the
Commission, in accordance with the 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;

                  (2) 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 of this Indenture as may be
required from time to time by such rules and regulations; and

                  (3) transmit by mail to all Holders as their names and
addresses appear in the Register, such summaries of any information, documents
and reports required to be filed by the Company pursuant to paragraphs (1) and
(2) of this Section as may be required by rules and regulations prescribed from
time to time by the Commission.

                  (4) furnish to the Trustee, not less often than annually, a
certificate from the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the Company's
compliance with all conditions and covenants set forth in Article IV of this
Indenture. For purposes of this paragraph, such compliance shall be determined
without regard to any period of grace or requirement of notice provided under
the Indenture.



                                      24
<PAGE>


                                    ARTICLE V

                                    REMEDIES

SECTION 5.1            EVENTS OF DEFAULT.
                       -----------------

         "Event of Default", wherever used herein means any one of the following
events, continued for the period of time, if any, and after the giving of the
notice, if any, therein designated, (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):

                  (1) default in the payment of any interest upon any Investment
         Note when it becomes due and payable, and continuance of such default
         for a period of thirty (30) days; or

                  (2) default in the payment of the principal of any Investment
         Note at its Maturity Date and continuance of such default for a period
         of thirty (30) days; or

                  (3) default in the performance, or breach, of any material
         covenant or warranty of the Company in this Indenture (other than a
         covenant or warranty a default in the performance or the breach of
         which is elsewhere in this Section specifically dealt with), and
         continuance of such default or breach for a period of sixty (60) days
         after there has been given, by registered or certified mail, to the
         Company by the Trustee or to the Company and the Trustee by the Holders
         of at least a majority in aggregate principal amount of the Securities
         then Outstanding, 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

                  (4) the entry of a decree or order by a court having
         jurisdiction in the premises adjudging the Company a bankrupt or
         insolvent, or approving as properly filed a petition seeking
         reorganization, arrangement, adjustment or composition of or in respect
         of the Company under the Federal Bankruptcy Act or any other applicable
         Federal or State law, or appointing a receiver, liquidator, assignee,
         trustee, sequestrator (or other similar official) of the Company or of
         any substantial part of its property, or ordering the winding up or
         liquidation of its affairs, and the continuance of any such decree or
         order unstayed and in effect for a period of ninety (90) consecutive
         days; or

                  (5) the institution by the Company of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking reorganization
         or relief under the Federal Bankruptcy Act or any other similar
         applicable Federal or State law, or the consent by it to the filing of
         any such petition or to the appointment of a receiver, liquidator,
         assignee, trustee, sequestrator (or other similar official) of the
         Company or of any substantial part of its property, or the making by it
         of an assignment for the benefit of creditors, or the admission by it
         in writing of its inability to pay its debts generally as they become
         due, or the taking of corporate action by the Company in furtherance of
         any such action.



                                      25
<PAGE>


SECTION 5.2       ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
                  --------------------------------------------------

         If an Event of Default described in paragraphs (1), (2), (4) or (5) of
Section 5.1 occurs and is continuing, then and in every such case the Trustee or
the Holders of not less than a majority in aggregate principal amount of the
Securities then Outstanding may declare the principal of all the Securities to
be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders), and upon any such declaration, such
principal shall become immediately due and payable.

         At any time after such a declaration of acceleration has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article provided, the Holders of a majority
in principal amount of the Securities then Outstanding, by written notice to the
Company and the Trustee, may rescind and annul such declaration and its
consequences if:

                  (1) the Company has paid or deposited with the Trustee a sum
         sufficient to pay:

                           (a) .....all overdue interest on all Securities;

                           (b) .....the principal of any Securities which have
                  become due otherwise than by such declaration of acceleration
                  and interest thereon at the rate borne by the Securities; and

                           (c) .....all sums paid or advanced by the Trustee
                  hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Trustee, its agents and
                  counsel; and

                  (2) all Events of Default, other than the non-payment of the
         principal of Securities which have become due solely by such
         acceleration, have been cured or waived as provided in Section 5.13.

No such rescission shall affect any subsequent default or impair any right
consequent thereon.

SECTION 5.3         SUITS FOR ENFORCEMENT BY TRUSTEE.
                    --------------------------------

         If an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Holders by such appropriate judicial proceedings as the Trustee shall deem most
effectual to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy.



                                      26
<PAGE>



SECTION 5.4         TRUSTEE MAY FILE PROOFS OF CLAIM.
                    --------------------------------

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, or any other obligor upon the
Securities or the property of the Company or of such other obligor or their
creditors, the Trustee (irrespective of whether the principal of the Securities
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 on
the Company for the payment of overdue principal or interest) shall be entitled
and empowered, by intervention in such proceeding or otherwise,

                  (1) to file and prove a claim for the whole amount of
         principal and interest owing and unpaid in respect of the Securities
         and to file such other papers or documents as may be necessary or
         advisable in order to have the claim of the Trustee (including any
         claim for the reasonable compensation, expenses, disbursements and
         advances of the Trustee, its agents and counsel) and of the Holders
         allowed in such judicial proceeding, and

                  (2) to collect and receive any moneys or other property
         payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, sequestrator (or other similar
official) in any such judicial proceeding is hereby authorized by each Holder 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 Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 6.7.

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

SECTION 5.5       TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.
                  -----------------------------------------------------------

         All rights of action and claims under this Indenture or the Securities
may be prosecuted and enforced by the Trustee. The Trustee will retain such
enforcement rights without the possession of any of the Securities or the
production thereof in any proceeding relating thereto. Any such proceeding
instituted by the Trustee shall be brought in its own name as trustee of an
express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Securities in respect of which such judgment has been recovered.



                                      27
<PAGE>


SECTION 5.6        APPLICATION OF MONEY COLLECTED.
                   ------------------------------

         Any money collected by the Trustee pursuant to this Article shall,
subject to Article X, be applied in the following order, at the date or dates
fixed by the Trustee:

         First:      To the Trustee for amounts due under Section 6.7;

         Second:     To the Holders for amounts then due and unpaid upon the
Securities for principal and interest, in respect of which or for the benefit of
which such money has been collected, ratably, without preference or priority of
any kind, according to the amounts due and payable on such Securities for
principal and interest, respectively; and

         Third:      To the Company.

SECTION 5.7          LIMITATION ON SUITS.
                     -------------------

         No Holder of any Security shall have any right to institute any
proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

                  (1) such Holder has previously given written notice to the
         Trustee and the Company of a continuing Event of Default;

                  (2) the Holders of not less than a majority in aggregate
         principal amount of the Outstanding Securities shall have made written
         request to the Trustee to institute proceedings in respect of such
         Event of Default in its own name as Trustee hereunder;

                  (3) such Holder or Holders have offered to the Trustee
         reasonable indemnity against the costs, expenses and liabilities to be
         incurred in compliance with such request;

                  (4) the Trustee for sixty (60) days after its receipt of such
         notice, request and offer of indemnity has failed to institute any such
         proceedings; and

                  (5) no direction inconsistent with such written request has
         been given to the Trustee during such sixty (60) day period by the
         Holders of a majority in principal amount of the Outstanding
         Securities;

it being understood and intended that no one or more Holders of Securities 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 Holders or to obtain or to seek to obtain priority or preference over any
other Holders or to enforce any right under this Indenture, except in the manner
herein provided and for the equal and ratable benefit of all the Holders of
Securities.



                                      28
<PAGE>



SECTION 5.8    UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL AND INTEREST.
               ----------------------------------------------------------------

         Notwithstanding any other provision in this Indenture, the Holder of
any Security shall have the right which is absolute and unconditional to receive
payment of the principal of and interest on such Security on the Maturity Date
expressed in any Investment Note, as such Maturity Date may be extended or
renewed in accordance with this Indenture, or on the redemption date of any
Security, and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.

SECTION 5.9   RESTORATION OF RIGHTS AND REMEDIES.
              ----------------------------------

         If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been determined adversely to
the Trustee or to such Holder, then and in every such case the Company, the
Trustee and the Holders shall, subject to any determination in such proceeding,
be restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.

SECTION 5.10   RIGHTS AND REMEDIES CUMULATIVE.
               -------------------------------

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Securities in Section 2.9 hereof, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.11   DELAY OR OMISSION NOT A WAIVER.
               -------------------------------

         No delay or omission of the Trustee or of any Holder to exercise any
right or remedy accruing upon any Event of Default shall impair any such right
or remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article or by law to the Trustee
or to the Holders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Holders, as the case may be.



                                      29
<PAGE>



SECTION 5.12   CONTROL BY HOLDERS.
               ------------------

         The Holders of a majority in principal amount of the Outstanding
Securities 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 that:

                  (1) such direction shall not be in conflict with any rule of
         law or with this Indenture; and

                  (2) the Trustee may take any other action deemed proper by the
         Trustee which is not inconsistent with such direction.

SECTION 5.13   WAIVER OF PAST DEFAULTS.
               ------------------------

         The Holders of a majority in principal amount of the Outstanding
Securities may, on behalf of the Holders of all the Securities, waive any past
default hereunder and its consequences, except a default:

                  (1) in the payment of the principal of or interest on any
         Security; or

                  (2) in respect of a covenant or provision hereof which under
         Article VII cannot be modified or amended without the consent of the
         Holders of each Outstanding Security affected.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

SECTION 5.14   UNDERTAKING FOR 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,
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 shall not apply to any suit instituted by the
Trustee, to any suit instituted by any Holder, or group of Holders, holding in
the aggregate more than ten percent (10%) in principal amount of the Outstanding
Securities, or to any suit instituted by any Holder for the enforcement of the
payment of the principal of, or interest on, any Investment Note on or after the
Maturity Date expressed in any Investment Note or after the redemption date of
any Security, as applicable.



                                      30
<PAGE>


SECTION 5.15   WAIVER OF STAY OR EXTENSION LAWS.
               ---------------------------------

         The Company covenants (to the extent that it may lawfully do so) that
it will not at any time insist upon, or plead, or in any manner whatsoever claim
or take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   THE TRUSTEE

SECTION 6.1    CERTAIN DUTIES AND RESPONSIBILITIES.
               ------------------------------------

         (a) Except during the continuance of an Event of Default,

                  (1) the Trustee 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, and

                  (2) in the absence of bad faith on its part, the Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions 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.

         (b) In case an Event of Default has occurred and is continuing,
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 man would exercise or use under the circumstances in the conduct of his
own affairs.

         (c) 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:

                  (1) this Subsection shall not be construed to limit the effect
         of Subsection (a) of this Section;




                                      31
<PAGE>


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

                  (3) the Trustee shall not be liable with respect to any action
         taken or omitted to be taken by it in good faith in accordance with the
         direction of the Holders of not less than a majority in principal
         amount of the Outstanding Securities 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; and

         (d)   no provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its
rights or powers, if it shall have reasonable grounds for believing that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

         (e)   Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Trustee shall be subject to the provisions of this
Section.

SECTION 6.2        NOTICE OF DEFAULTS.
                   ------------------

         Within ninety (90) days after the occurrence of any default hereunder,
the Trustee shall transmit by mail to all Holders, as their names and addresses
appear in the Register, notice of such default hereunder known to the Trustee,
unless such default shall have been cured or waived; provided, however, that,
except in the case of any default of the character specified in Section 5.1(1)
or (2), 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 or Responsible Officers of the Trustee in good faith determine that
the withholding of such notice is in the interests of the Holders; and provided,
further, that in the case of any default of the character specified in Section
5.1(3), no such notice to Holders shall be given until at least sixty (60) days
after the occurrence thereof. For the purpose of this Section, "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default.



                                      32
<PAGE>


SECTION 6.3         CERTAIN RIGHTS OF TRUSTEE.
                    -------------------------

         Except as otherwise provided in Section 6.1:

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

                  (2) any request or direction of the Company mentioned herein
         shall be sufficiently evidenced by a Company Request or Company Order
         and any resolution of the Board of Directors shall be sufficiently
         evidenced by a Board Resolution;

                  (3) whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, rely upon an Officers'
         Certificate;

                  (4) the Trustee may consult with counsel and the written
         advice of such counsel or any 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 reliance
         thereon;

                  (5) the Trustee shall be under no obligation to exercise any
         of the rights or powers vested in it by this Indenture at the request
         or direction of any of the Holders pursuant to this Indenture, unless
         such Holders shall have offered to the Trustee reasonable security or
         indemnity against the costs, expenses and liabilities which might be
         incurred by it in compliance with such request or direction;

                  (6) 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, direction,
         consent, order, bond, Confirmation Statement, Security or other paper
         or document but the Trustee, in its discretion, may make such further
         inquiry or investigation into such facts or matters as it may see fit,
         and, if the Trustee shall determine to make such further inquiry or
         investigation, it shall be entitled to examine the books, records and
         premises of the Company, personally or by agent or attorney;

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



                                      33
<PAGE>


                  (8) the Trustee shall have no duty to inquire as to the
         performance of the Company's covenants in Article III hereof. In
         addition, the Trustee shall not be deemed to have knowledge of any
         Event of Default except any Event of Default of which the Trustee shall
         have received written notification or obtained actual knowledge.

SECTION 6.4       NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES.
                  ------------------------------------------------------

         The recitals contained herein and in any Securities issued in
definitive form pursuant to Section 2.7(b) hereof, except the certificates of
authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Indenture, the
Confirmation Statements or of the Securities. The Trustee shall not be
accountable for the use or application by the Company of Securities or the
proceeds thereof.

SECTION 6.5      MAY HOLD INVESTMENT NOTES.
                 -------------------------

         The Trustee, any Paying Agent, Registrar or any other agent of the
Company, in its individual or any other capacity, may become the owner or
pledgee of Securities and, subject to Sections 6.8 and 6.12, if operative, may
otherwise deal with the Company with the same rights it would have if it were
not Trustee, Paying Agent, Registrar or such other agent.

SECTION 6.6      MONEY HELD IN TRUST.
                 -------------------

         Money held by the Trustee in trust hereunder shall be held in a
separate interest-bearing account and such funds shall at all times be
segregated from all other funds and assets owned or held by the Trustee. Any
interest on any money received by the Trustee hereunder shall be for the benefit
of the Company and shall be paid to the Company upon Company Request.

SECTION 6.7      COMPENSATION AND REIMBURSEMENT.
                 ------------------------------

         The Company agrees:

                  (1) to pay to the Trustee from time to time reasonable
         compensation for all services rendered by it hereunder (which
         compensation shall not be limited by any provision of law in regard to
         the compensation of a trustee of an express trust);

                  (2) except as otherwise expressly provided herein, to
         reimburse the Trustee upon its request for all reasonable expenses,
         disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Indenture (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel), except any such expense, disbursement or advance
         as may be attributable to its negligence or bad faith; and



                                      34
<PAGE>


                  (3) to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, 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 or liability in
         connection with the exercise or performance of any of its powers or
         duties hereunder.

SECTION 6.8      CORPORATE TRUSTEE REQUIRED; ELIGIBILITY; DISQUALIFICATION.
                 ---------------------------------------------------------

         There shall at all times be a Trustee hereunder which shall be a
corporation organized and doing business under the laws of the United States of
America or of any State or Territory 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 $50,000,000, and subject to supervision or
examination by Federal or 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, 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.
Neither the Company nor any of its Affiliates shall serve as Trustee hereunder.
The Trustee shall be subject to the provisions of Section 310(b) of the Trust
Indenture Act. This Indenture shall always have a Trustee who satisfies the
requirements of Section 310(a)(1) of the Trust Indenture Act.

         If at any time the Trustee shall cease to be eligible in accordance
with the provisions of this Section, it shall resign immediately in the manner
and with the effect hereinafter specified in this Article.

SECTION 6.9     RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.
                -------------------------------------------------

         (a)   No resignation or removal of the Trustee and no appointment of
a successor trustee pursuant to this Article shall become effective until the
acceptance of appointment by the successor Trustee under Section 6.10.

         (b)   The Trustee may resign at any time by giving written notice
thereof to the Company. If an instrument of acceptance by a successor Trustee
shall not have been delivered to the Trustee within thirty (30) days after the
giving of such notice of resignation, the resigning Trustee may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

         (c)   The Trustee may be removed at any time by Act of the Holders
of a majority in principal amount of the Outstanding Securities, delivered to
the Trustee and to the Company.

         (d)   If at any time:



                                      35
<PAGE>


                  (1) the Trustee shall fail to comply with the provisions of
         Section 310(b) of the Trust Indenture Act after written request
         therefor by the Company or by any Holder who has been a bona fide
         Holder of a Security or Securities for at least six (6) months; or

                  (2) the Trustee shall cease to be eligible under Section
         310(a) of the Trust Indenture Act and shall fail to resign after
         written request therefor by the Company or by any such Holder; 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, (i) the Company, by a Board Resolution, may remove the
Trustee and appoint a successor trustee, or (ii) subject to the provisions of
Section 5.14, any Holder who has been a bona fide Holder of a Security for at
least six (6) 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.

         (e)   If the Trustee shall resign, be removed or become incapable of
acting, or if a vacancy shall occur in the office of Trustee for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee. If,
within one (1) year after such resignation, removal or incapability, or the
occurrence of such vacancy, a successor Trustee shall be appointed by Act of the
Holders of a majority in principal amount of the Outstanding Securities
delivered to the Company and the retiring Trustee, the successor Trustee so
appointed shall, forthwith upon its acceptance of such appointment, become
successor Trustee and supersede the successor Trustee appointed by the Company.
If no successor Trustee shall have been so appointed by the Company or the
Holders and accepted appointment in the manner hereinafter provided, any Holder
who has been a bona fide Holder of a Security for at least six (6) months may,
on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee.

         (f)   The Company shall give notice of each resignation and each
removal of the Trustee and each appointment of a successor Trustee by mailing
written notice of such event by first-class mail, postage prepaid, to the
Holders of Securities as their names and addresses appear in the Register. Each
notice shall indicate the name of the successor Trustee and the address of its
Principal Corporate Trust Office.

SECTION 6.10   ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.
               ---------------------------------------

         Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Company and to the retiring Trustee an instrument accepting
such appointment, and thereupon the registration or removal of the retiring
Trustee shall become effective and such successor Trustee, without any further




                                      36
<PAGE>



act, deed or conveyance, shall become vested with all the rights, powers, trusts
and duties of the retiring Trustee; but, on request of the Company or the
successor Trustee, such retiring Trustee shall, upon payment of its charges,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder, subject nevertheless to its lien, if any,
provided for in Section 6.7. Upon request of any such successor Trustee, the
Company shall execute any and all instruments for more fully and certainly
vesting in and confirming to such successor Trustee all of such rights, power
and trusts.

         No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article VI.

SECTION 6.11   MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS OF
               TRUSTEE.
               --------------------------------------------------------------

         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,
provided such corporation shall be otherwise qualified and eligible under this
Article VI, without the execution or filing of any paper or any further act on
the part of any of the parties hereto.

SECTION 6.12  PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.
              --------------------------------------------------

         The Trustee shall comply with Section 311(a) of the Trust Indenture
Act, excluding any creditor relationship listed 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 indicated therein.

                                   ARTICLE VII

                             SUPPLEMENTAL INDENTURES

SECTION 7.1   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.
              --------------------------------------------------

         Without the consent of the Holders of any Securities, the Company, when
authorized by a Board Resolution, and the Trustee, at any time and from time to
time, may enter into one or more indentures supplemental hereto, in form
satisfactory to the Trustee, for any of the following purposes:

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



                                      37
<PAGE>



                  (2) to evidence the succession of another corporation to the
         Company, and the assumption by any such successor of the covenants of
         the Company contained herein and in the Securities;

                  (3) to provide for additional uncertificated or certificated
         Securities;

                  (4) to make any change that does not adversely affect the
         legal rights hereunder of any Holder, including but not limited to an
         increase in the aggregate dollar amount of Securities which may be
         outstanding under this Indenture;

                  (5) to modify or eliminate the right of the estate of a Holder
         or a Holder to cause the Company to redeem an Investment Note upon the
         death or Total Permanent Disability of a Holder pursuant to Article
         III; provided, however, that the Company may not modify or eliminate
         such right, as it may be in effect on the Issue Date, with respect to
         any Investment Note which was issued with such right. After an
         amendment under this subsection 7.1(5) becomes effective, the Company
         may mail to the Holders of each Investment Note then outstanding a
         notice briefly describing the amendment; or

                  (6) to comply with any requirements of the SEC in connection
         with the qualification of this Indenture under the TIA.

         The Trustee is hereby authorized to join with the Company 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, assignment, mortgage or pledge 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
7.1 may be executed by the Company 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 7.2.

SECTION 7.2                SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.
                           -----------------------------------------------

         With the consent of the Holders of not less than two-thirds in
principal amount of the Outstanding Securities, by Act of said Holders delivered
to the Company and the Trustee, the Company, when authorized by a Board
Resolution, and the Trustee may amend this Indenture or the Securities and enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions
of this Indenture or of modifying in any manner the rights of the Holders of the
Securities under this Indenture:



                                      38
<PAGE>



         However, without the consent of the Holder of each Investment Note
affected, an amendment or waiver under this Section 7.2 may not (with respect to
any Investment Note held by a nonconsenting Holder):

                  (1) reduce the principal amount of Investment Notes whose
         Holders must consent to an amendment, supplement or waiver;

                  (2) reduce the rate of or change the time for payment of
         interest, including default interest, on any Investment Note;

                  (3) reduce the principal of or change the fixed maturity of
         any Investment Note or alter the redemption provisions or the price at
         which the Company shall offer to purchase such Investment Note;

                  (4) make any Investment Note payable in money other than U.S.
         Dollars;

                  (5) make any change in Article X that adversely affects the
         rights of any Holders;

                  (6) waive a Default or Event of Default in the payment of
         principal of or interest on, or redemption payment with respect to, any
         Investment Note (except a rescission of acceleration of the Investment
         Notes by the Holders of at least a majority in aggregate principal
         amount of the Investment Notes and a waiver of the payment default that
         resulted from such acceleration);

                  (7) modify the provisions of this Section 7.2; or

                  (8) make any change in Section 5.8 or 5.13 above.


         Without the consent of each Holder of Money Market Notes affected, an
amendment or waiver under this Section may not (with respect to any Money Market
Note held by a nonconsenting Holder):

                  (9) reduce the principal amount (other than as a result of
         withdrawals made by the Holder) of a Money Market Note whose holder
         must consent to an amendment, supplement or waiver;

                  (10) reduce the rate of interest paid on the Money Market
         Notes, other than interest rate adjustments as provided in Article II
         hereof, or change the time for payment of interest, including Defaulted
         Interest, on any Money Market Security;



                                      39
<PAGE>


                  (11) reduce the principal of (other than as a result of
         withdrawals made by the Holder) or alter the redemption provisions or
         the price at which the Company shall offer to purchase such Money
         Market Notes;

                  (12) make any Money Market Note payable in money other than
         U.S. Dollars;

                  (13) make any change in Section 5.8 or 5.13 hereof;

                  (14) modify the provisions of this Section 7.2;

                  (15) make any change in Article X that adversely affects the
         rights of any Holders; or

                  (16) waive a Default or Event of Default in the payment of
         principal of or interest on, or redemption payment with respect to, any
         Money Market Note (except a rescission of acceleration of the
         Securities by the Holders of at least a majority in aggregate principal
         amount of the Securities and a waiver of the payment default that
         resulted from such acceleration.

         It shall not be necessary for the consent of the Holders under this
Section 7.2 to approve the particular form of any proposed amendment or waiver,
but it shall be sufficient if such consent approves the substance thereof.

         After an amendment or waiver under this Section 7.2 becomes effective,
the Company shall mail to the Holders of each Security affected thereby a notice
briefly describing the amendment or waiver. Any failure of the Company to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture or waiver. Subject to
Sections 5.8 and 5.13 hereof, the Holders of a majority in principal amount of
the Securities then outstanding may waive compliance in a particular instance by
the Company with any provision of this Indenture or the Securities.

SECTION 7.3    EXECUTION OF SUPPLEMENTAL INDENTURES.
               ------------------------------------

         In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 6.1) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.




                                      40
<PAGE>


SECTION 7.4    EFFECT OF SUPPLEMENTAL INDENTURES.
               ---------------------------------

         Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and the respective
rights, limitations of rights, obligations, duties and immunities under this
Indenture of the Trustee, the Company and the Holders of Securities shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and such supplemental indenture
shall form a part of this Indenture for any and all purposes; and every Holder
of Securities theretofore or thereafter issued and delivered thereunder shall be
bound thereby.

SECTION 7.5    CONFORMITY WITH TRUST INDENTURE ACT.
               -----------------------------------

         Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the TIA as then in effect.

SECTION 7.6    NOTATION ON OR EXCHANGE OF SECURITIES.
               -------------------------------------

         The Company or the Trustee may place an appropriate notation about an
amendment or waiver on any Security, if certificated, or any Account statement.
Failure to make any such notation or issue a new note shall not affect the
validity and effect of such amendment or waiver.

SECTION 7.7    SUBORDINATION UNIMPAIRED.
               ------------------------

         No supplemental indenture executed pursuant to this Article shall
affect the superior position of the holders of Senior Indebtedness with respect
to such Securities.


                                  ARTICLE VIII

              CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

SECTION 8.1     COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
                ----------------------------------------------------

         The Company shall not consolidate with or merge into any other
corporation or convey or transfer its property and assets substantially as an
entirety to any Person, unless:

                  (1) the corporation formed by such consolidation 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 or any State or the District of
         Columbia, 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
         interest on all the Securities and the performance of every covenant of
         this Indenture on the part of the Company to be performed or observed;



                                      41
<PAGE>


                  (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; and

                  (3) the Company shall have 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 VIII and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with.

SECTION 8.2     SUCCESSOR CORPORATION SUBSTITUTED.
                ---------------------------------

         Upon any consolidation or merger of the Company into another entity, or
any conveyance or transfer of the properties and assets of the Company
substantially as an entirety in accordance with Section 8.1, the successor
corporation formed by such consolidation or into which the Company is merged or
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 corporation had been
named as the Company herein.

SECTION 8.3     LIMITATION ON LEASE OF PROPERTIES AS ENTIRETY.
                ---------------------------------------------

         The Company shall not lease its properties and assets substantially as
an entirety to any Person.

                                   ARTICLE IX

                             DISCHARGE OF INDENTURE

SECTION 9.1     TERMINATION OF COMPANY'S OBLIGATIONS.
                ------------------------------------

         This Indenture shall cease to be of further effect (except that the
Company's obligations under Sections 6.7 and 9.4, and the Company's, Trustee's
and Paying Agent's obligations under Section 9.3 shall survive) when all
outstanding Securities have been paid in full and the Company has paid all sums
payable by the Company hereunder. In addition, the Company may terminate all of
its obligations under this Indenture if:

         (1) the Company irrevocably deposits in trust with the Trustee or at
the option of the Trustee, with a trustee reasonably satisfactory to the Trustee
and the Company under the terms of an irrevocable trust agreement in form and
substance satisfactory to the Trustee, money or U.S. Government Obligations
sufficient (as certified by an independent public accountant designated by the




                                      42
<PAGE>

Company) to pay principal and interest and premium, if any, on the Securities to
maturity or redemption, as the case may be, and to pay all other sums payable by
it hereunder, provided that (i) the trustee of the irrevocable trust shall have
been irrevocably instructed to pay such money or the proceeds of such U.S.
Government Obligations to the Trustee and (ii) the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of such U.S.
Government Obligations to the payment of said principal and interest and
premium, if any, with respect to the Securities;

         (2) the Company delivers to the Trustee an Officers' Certificate
stating that all conditions precedent to satisfaction and discharge of this
Indenture have been complied with;

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

         (4) the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that Holders of the Securities will not recognize income,
gain or loss for Federal income tax purposes as a result of the Company's
exercise of its option under this Section 9.1 and will be subject to Federal
income tax in the same amount, in the same manner and at the same times as would
have been the case if such option had not been exercised.

then, this Indenture shall cease to be of further effect (except as provided in
this paragraph), and the Trustee, on demand of the Company, shall execute proper
instruments acknowledging confirmation of and discharge under this Indenture.
The Company may make the deposit only if Article X hereof does not prohibit such
payment. However, the Company's obligations in Sections 2.3, 2.4, 2.5, 3.1, 3.2,
3.3, 6.7, 6.9, 9.3 and 9.4 and the Trustee's and Paying Agent's obligations in
Section 9.3 shall survive until the Securities are no longer outstanding.
Thereafter, only the Company's obligations in Section 6.7 and 9.4 and the
Company's, Trustee's and Paying Agent's obligations in Section 9.3 shall
survive.

         After such irrevocable deposit made pursuant to this Section 9.1 and
satisfaction of the other conditions set forth herein, the Trustee upon written
request shall acknowledge in writing the discharge of the Company's obligations
under this Indenture except for those surviving obligations specified above.

         In order to have money available on a payment date to pay principal or
interest or premium, if any, on the Securities, the U.S. Government Obligations
shall be payable as to principal or interest at least one (1) Business Day
before such payment date in such amounts as will provide the necessary money.
U.S. Government Obligations shall not be callable at the issuer's option.



                                      43
<PAGE>


SECTION 9.2     APPLICATION OF TRUST MONEY.
                --------------------------

         The Trustee or a trustee satisfactory to the Trustee and the Company
shall hold in trust money or U.S. Government Obligations deposited with it
pursuant to Section 9.1. It shall apply the deposited money and the money from
U.S. Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal and interest on the Securities.

SECTION 9.3     REPAYMENT TO COMPANY.
                --------------------

         The Trustee and the Paying Agent shall promptly pay to the Company upon
written request any excess money or securities held by them at any time.

         The Trustee and the Paying Agent shall pay to the Company upon written
request any money held by them for the payment of principal or interest or
premium, if any, that remains unclaimed for two (2) years after the date upon
which such payment shall have become due; provided, however, that the Company
shall have either caused notice of such payment to be mailed to each Holder
entitled thereto no less than thirty (30) days prior to such repayment or within
such period shall have published such notice in an Authorized Newspaper. After
payment to the Company, Holders entitled to the money must look to the Company
for payment as general creditors unless an applicable abandoned property law
designates another Person, and all liability of the Trustee and such Paying
Agent with respect to such money shall cease.

SECTION 9.4     REINSTATEMENT.
                -------------

         If the Trustee or Paying Agent is unable to apply any money or U.S.
Government Obligations in accordance with Section 9.2 by reason of any legal
proceeding or by reason of any order or judgment of any court or governmental
authority enjoining, restraining or otherwise prohibiting such application, the
Company's obligations under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to Section 9.1 until
such time as the Trustee or Paying Agent is permitted to apply all such money or
U.S. Government Obligations in accordance with Section 9.2; provided, however,
that if the Company has made any payment of interest or premium, if any, on or
principal of any Security because of the reinstatement of its obligations, the
Company shall be subrogated to the rights of the Holders of such Securities to
receive such payment, as long as no money is owed to the Trustee by the Company,
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.



                                      44
<PAGE>


                                    ARTICLE X

                           SUBORDINATION OF SECURITIES

SECTION 10.1      SUBORDINATION.
                  -------------

         The Company covenants and agrees, and each Holder of Securities, by his
acceptance thereof, likewise covenants and agrees, that the indebtedness
represented by the Securities and the payment of the principal of and interest
on each and all of the Securities is expressly subordinated, to the extent and
in the manner hereinafter set forth, in right of payment to the prior payment in
full of all Senior Indebtedness, and that the subordination is for the benefit
of the holders of Senior Indebtedness.

SECTION 10.2      DISTRIBUTION OF ASSETS, ETC.
                  ---------------------------

         No payment on account of principal of or interest or premium, if any,
on the Securities shall be made, and no Securities shall be purchased or
otherwise acquired, and no funds shall be set aside for the purchase of any
Securities, either directly or indirectly, by the Company, if a default in the
payment of the principal of or premium, if any, or interest on any Senior
Indebtedness shall have occurred and continued beyond any applicable period of
grace so as to entitle the holder of such Senior Indebtedness to accelerate its
maturity, unless and until such default shall have been cured or waived or shall
have ceased to exist or moneys for the payment thereof shall have been duly set
aside.

         In the event of any distribution of assets of the Company upon any
dissolution, winding up, total or partial liquidation, or reorganization of the
Company, whether in bankruptcy, insolvency or receivership proceedings, or upon
any assignment for the benefit of creditors or any other marshaling of the
assets and liabilities of the Company, or otherwise,

                  (1) all of the principal of and premium, if any, and interest
on all Senior Indebtedness shall first be paid in full or moneys for the full
payment thereof shall have been duly set aside before any payment is made upon
the principal of or interest or premium, if any, on any Security, and



                                      45
<PAGE>


                  (2) any payment or distribution of assets or securities of the
Company of any kind or character, whether in cash, property or securities (other
than securities of the Company as reorganized or readjusted, or securities of
the Company or of any other corporation provided for by a plan of reorganization
or readjustment, the payment of which is subordinated to the payment of all
principal of and premium, if any, and interest on such Senior Indebtedness as
may at the time be outstanding and to any securities issued in respect thereof
under any such plan of reorganization or readjustment, provided that the
obligations represented by all notes or other evidences of Senior Indebtedness
are assumed by the new corporation, if any, resulting from any such
reorganization or readjustment and provided further that the rights of the
holders of Senior Indebtedness are not, without the consent of such holders,
altered by such reorganization or readjustment), to which the Holders would be
entitled except for the provisions of this Article, shall be paid by the
liquidating trustee or agent or other Person making such payment or
distribution, whether a trustee in bankruptcy, a receiver or liquidating trustee
or otherwise, to the holders of Senior Indebtedness (pro rata to each such
holder on the basis of the respective amounts of Senior Indebtedness held by
such holder) or their representatives, to the extent necessary to pay the
principal of and premium, if any, and interest on all Senior Indebtedness in
full, after giving effect to any concurrent payment or distribution to the
holders of Senior Indebtedness, before any payment or distribution is made to
the Holders or to the Trustee.

         If the payment of principal of and any interest on the Securities is
accelerated because of an Event of Default, no payment on account of principal
of or interest on the Securities shall be made until all of the principal of and
premium, if any, and interest on all Senior Indebtedness has been paid in full
or due provision has been made for such payment.

         In the event that, notwithstanding the foregoing, any payment or
distribution of any character on any security, whether in cash, securities or
other property (other than securities of the Company as reorganized or
readjusted, or securities of the Company or of any other corporation provided
for by a plan of reorganization or readjustment, the payment of which is
subordinated to the payment of all principal of and premium, if any, and
interest on such Senior Indebtedness as may at the time be outstanding and to
any securities issued in respect thereof under any such plan of reorganization
or readjustment provided that the obligations represented by all notes or other
evidences of Senior Indebtedness are assumed by the new corporation, if any,
resulting from any such reorganization or readjustment and provided further that
the rights of the holders of Senior Indebtedness are not, without the consent of
such holders, altered by such reorganization or readjustment), shall be received
by the Trustee or any Holder in contravention of any of the terms hereof, such
payment or distribution or security shall be received in trust for the benefit
of, and shall be paid over or delivered and transferred to, the holders of the
Senior Indebtedness at the time outstanding in accordance with priorities then
existing among such holders for application to the payment of all Senior
Indebtedness remaining unpaid, to the extent necessary to pay all such Senior
Indebtedness in full. In the event of the failure of the Trustees or any Holder
to endorse or assign any such payment, distribution or security, each holder of
Senior Indebtedness is hereby irrevocably authorized to endorse or assign the
same.



                                      46
<PAGE>


SECTION 10.3      SUBROGATION.
                  -----------

         Subject to the payment in full of all Senior Indebtedness, the Holders
shall be subrogated (equally and ratably with the holders of all indebtedness of
the Company which, by its express terms, ranks on a parity with the Securities
and is entitled to like rights of subrogation) to the rights of the holders of
Senior Indebtedness to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Indebtedness until all
amounts owing on the Securities shall be paid in full, and, as between the
Company, its creditors other than holders of Senior Indebtedness, and the
Holders, no such payment or distribution made to the holders of Senior
Indebtedness by virtue of this Article which otherwise would have been made to
the Holders, shall be deemed to be a payment by the Company on account of the
Senior Indebtedness, it being understood that the provisions of this Article are
and are intended solely for the purpose of defining the relative rights of the
Holders, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.

SECTION 10.4      OBLIGATION OF THE COMPANY UNCONDITIONAL.
                  ---------------------------------------

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

         Upon any payment or distribution of assets of the Company referred to
in this Article, the Trustee and the Holders shall be entitled to rely upon any
order or decree made by any court of competent jurisdiction in which any such
dissolution, winding up, liquidation or reorganization proceeding affecting the
affairs of the Company is pending and the Trustee, subject to the provisions of
Section 6.1, and the Holders shall be entitled to rely upon a certificate of the
liquidating trustee or agent or other person making any payment or distribution
to the Trustee or to the Holders for the purpose of ascertaining the persons
entitled to participate in such payment or distribution, the holders of Senior
Indebtedness and other indebtedness of the Company, the amount thereof or
payable thereon, the amount paid or distributed thereon, and all other facts
pertinent thereto or to this Article.

SECTION 10.5      PAYMENTS ON SECURITIES PERMITTED.
                  --------------------------------

         Nothing contained in this Article or elsewhere in this Indenture or in
any of the Securities shall affect the obligation of the Company to make, or
prevent the Company from making, payment of the principal of or interest or
premium, if any, on the Securities in accordance with the provisions hereof,
except as otherwise provided in this Article.



                                      47
<PAGE>


SECTION 10.6      EFFECTUATION OF SUBORDINATION BY TRUSTEE.
                  ----------------------------------------

         Each Holder of Securities, by his acceptance thereof, authorizes and
directs the Trustee on his behalf to take such action at the request of the
Company as may be necessary or appropriate to effectuate the subordination
provided in this Article and appoints the Trustee his attorney-in-fact for any
and all such purposes.

SECTION 10.7      KNOWLEDGE OF TRUSTEE.
                  --------------------

         Notwithstanding the provisions of this Article or any other provisions
of this Indenture, but subject to the provisions of Section 6.1, the Trustee
shall not be charged with knowledge of the existence of any facts which would
prohibit the making of any payment of moneys to or by the Trustee, or the taking
of any other action by the Trustee under this Article X, unless and until the
Trustee shall have received written notice thereof, in the manner required by
Section 1.5, from the Company, any Holder, any Paying Agent, any Registrar or
the holder or representative of any class of Senior Indebtedness.

SECTION 10.8      TRUSTEE MAY HOLD SENIOR INDEBTEDNESS.
                  ------------------------------------

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

SECTION 10.9      RIGHTS OF HOLDERS OF SENIOR INDEBTEDNESS NOT IMPAIRED.
                  -----------------------------------------------------

         No right of any present or future holder of any Senior Indebtedness to
enforce the subordination herein shall at any time or in any way be prejudiced
or impaired by any act or failure to act on the part of the Company or by any
non-compliance by the Company with the terms, provisions and covenants of this
Indenture, regardless of any knowledge thereof any such holders may have or be
otherwise charged with.

SECTION 10.10     ALTERATION OF SENIOR INDEBTEDNESS.
                  ---------------------------------

         The Holders of any Senior Indebtedness may extend, renew, modify or
amend the terms of such Senior Indebtedness or any security therefor and may
release, sell or exchange such security and otherwise deal freely with the
Company, all without notice to or consent of the Holders and without affecting
the liabilities and obligations of the Company, the Trustee or the Holders under
this Indenture or the Securities.



                                      48
<PAGE>



SECTION 10.11     ARTICLE APPLICABLE TO PAYING AGENTS.
                  -----------------------------------

         In case at any time any Paying Agent other than the Trustee shall have
been appointed by the Company and be then acting hereunder, the term "Trustee"
as used in this Article shall in such case (unless the context shall otherwise
require) be construed as extending to and including such Paying Agent within its
meaning as fully for all intents and purposes as if such Paying Agent were named
in this Article in addition to or in place of the Trustee, provided, however,
that Sections 10.7, 10.8, and 10.10 shall not apply to the Company if it acts as
Paying Agent.

SECTION 10.12     TRUSTEE NOT FIDUCIARY FOR HOLDERS OF SENIOR INDEBTEDNESS.
                  --------------------------------------------------------

         The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Indebtedness and shall not be liable to any such holders if
the Trustee shall in good faith mistakenly pay over or distribute to Holders of
Securities or to the Company or to any other person cash, property or securities
to which any holders of Senior Indebtedness shall be entitled by virtue of this
Article X or otherwise.

                                   ARTICLE XI

                                   REDEMPTION

SECTION 11.1      REDEMPTION OF SECURITIES .
                  ------------------------

         The Company may redeem, a security, in whole or in part, at any time
and from time to time, in accordance with any notice requirement provided in
Sections 11.2 and 11.4 hereof and at a Redemption Price equal to the principal
amount of such Security plus interest accrued but unpaid to the redemption date.

SECTION 11.2      NOTICES TO TRUSTEE.
                  ------------------

         If the Company elects to redeem Securities pursuant to Section 11.1
hereof, it shall furnish to the Trustee, at least thirty (30) days but not more
than sixty (60) days before a redemption date, an Officers' Certificate setting
forth the redemption date, the principal amount of Securities to be redeemed and
the redemption price.

SECTION 11.3      SELECTION OF SECURITIES TO BE REDEEMED.
                  --------------------------------------

         If less than all of the Securities are to be redeemed, the Company
shall select the Securities to be redeemed or, if the Company does not do so,
the Trustee shall select the Securities to be redeemed among the Holders of the




                                      49
<PAGE>


Securities pro rata or in accordance with a method the Trustee considers fair
and appropriate (and in such manner as complies with applicable legal and stock
exchange requirements, if any). In the event of partial redemption by lot, the
particular Securities to be redeemed shall be selected, unless otherwise
provided herein, not less than thirty (30) nor more than sixty (60) days prior
to the redemption date by the Trustee from the outstanding Securities not
previously called for redemption.

         The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Security selected for
partial redemption, the principal amount thereof to be redeemed.

SECTION 11.4      NOTICE OF REDEMPTION.
                  --------------------

         At least thirty (30) days but not more than sixty (60) days before a
redemption date, the Company shall mail a notice of redemption to each Holder
whose Securities are to be redeemed.

         The notice shall identify the Securities to be redeemed and shall
state:

                  (1)      the redemption date;

                  (2)      the Redemption Price;

                  (3) if any Security is being redeemed in part, the portion of
the principal amount of such Security to be redeemed and that, after the
redemption date, an appropriate adjustment will be made to such Holder's Account
or, if such Security was in definitive form, upon surrender of such Security, a
new Security or Securities in principal amount equal to the unredeemed portion
will be issued;

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

                  (5)      any Securities in definitive form that were called
for redemption must be surrendered to the Paying Agent to collect the Redemption
Price; and

                  (6) that interest on Securities called for redemption ceases
to accrue on and after the redemption date.

         At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; PROVIDED, HOWEVER, that the
Company shall deliver to the Trustee, at least thirty-five (35) days prior to
the redemption date, an Officers' Certificate requesting that the Trustee give
such notice and setting forth the information to be stated in such notice as
provided in the preceding paragraph.



                                      50
<PAGE>


SECTION 11.5      EFFECT OF NOTICE OF REDEMPTION.
                  ------------------------------

         Once notice of redemption is mailed, Securities called for redemption
become due and payable on the redemption date at the Redemption Price.

SECTION 11.6      DEPOSIT OF REDEMPTION PRICE.
                  ---------------------------

         One (1) Business Date prior to the redemption date, the Company shall
deposit with the Trustee or with the Paying Agent money sufficient to pay the
Redemption Price of all Securities to be redeemed on that date. The Trustee or
the Paying Agent shall return to the Company any money not required for that
purpose.

         If the Company complies with the preceding paragraph, interest on the
Securities to be redeemed will cease to accrue on the applicable redemption
date. If any Securities called for redemption shall not be so paid upon
surrender for redemption because of the failure of the Company to comply with
the preceding paragraph, interest will be paid on the unpaid principal, from the
redemption date until such principal is paid, and on any interest not paid on
such unpaid principal, in each case at the rate provided in the Securities and
in Sections 2.1 and 2.5 hereof.

SECTION 11.7      SECURITIES REDEEMED IN PART.
                  ---------------------------

         An appropriate adjustment will be made to the Account of a Holder when
a Security is redeemed in part. In the case of definitive Securities redeemed in
part, upon surrender of such Security, the Company shall issue and the Trustee
shall authenticate for the Holder at the expense of the Company a new Security
equal in principal amount to the unredeemed portion of the Security surrendered.

SECTION 11.8      REPURCHASING OF SECURITIES.
                  --------------------------

         Nothing herein shall prohibit the Company from repurchasing from time
to time all or any portion of the Securities in privately negotiated
transactions.



                                      51
<PAGE>



SECTION 11.9      REDEMPTION  OF  INVESTMENT  NOTES AT THE  ELECTION  OF  HOLDER
                  UPON  DEATH OR TOTAL  PERMANENT DISABILITY.
                  --------------------------------------------------------------

         Except as set forth in this Section 11.9, a Holder shall have no right
to cause the Company to redeem an Investment Note prior to the Maturity Date of
such Investment Note. However, upon the death or Total Permanent Disability of a
Holder of an Investment Note, the estate of such Holder (in the event of death)
or such Holder (in the event of Total Permanent Disability) may require the
Company to redeem, in whole and not in part, the Investment Note held by such
Holder provided that such Investment Note has a remaining maturity of greater
than twelve (12) months at the time of such death or disability by delivering to
the Company an irrevocable election (a "Redemption Election") requiring the
Company to make such redemption. In the event an Investment Note is held jointly
by two or more Persons, such Investment Note shall be subject to the elective
redemption provisions of this Article Eleven upon the death or Total Permanent
Disability of either joint Holder. Upon receipt of a Redemption Election, the
Company shall designate the redemption date for such Investment Note, which
redemption date shall be no more than fifteen (15) days after the Company's
receipt of the Redemption Election, and shall pay the Redemption Price to the
estate of the Holder or the Holder, as the case may be. The Redemption Price
payable with respect to a redemption pursuant to this Section 11.9 shall be the
principal amount of such redeemed Investment Note plus the interest accrued but
unpaid to the date of redemption. No interest shall accrue on an Investment Note
to be redeemed under this Article XI for any period of time after the redemption
date for such Investment Note provided the Company has tendered the Redemption
Price to the Estate of the Holder or to the Holder, as the case may be.

SECTION 11.10   REDEMPTION OF MONEY MARKET NOTES AT THE ELECTION OF THE HOLDER.
                ---------------------------------------------------------------
         The Company may not redeem, in whole or in part, any Money Market Note
except upon 30 days prior written notice to the Holder thereof listed on the
records maintained by the Company. In addition, except as provided in this
Article XI, the Company shall have no mandatory redemption or sinking fund
obligations with respect to any of the Money Market Notes.

         Any Holder of a Money Market Note may require the Company to redeem, in
whole and or in part, in increments of $1,000 (except in the case of redemption
of an entire Account), the Money Market Note held by such Holder by delivering
to the Company an irrevocable election (also a "Redemption Election") requiring
the Company to make such redemption. Upon receipt of a Redemption Election, the
Company shall designate the redemption date for such Money Market Note, which
redemption date shall be within ten Business Days after the Company's receipt of
the Redemption Election, and shall pay the Redemption Price to the Holder or the
Holder's authorized attorney in fact, as the case may be, in accordance with the
provisions set forth in Section 2.5 hereof. No interest shall accrue on a Money
Market Note to be redeemed under this Section 11.10 for any period of time after
the redemption date for such Money Market Note and after the Company has
tendered the Redemption Price to the Holder of the Money Market Note or the
Holder's duly authorized attorney in fact.



                                      52
<PAGE>


                                   ARTICLE XII

              IMMUNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

SECTION 12.1      EXEMPTION FROM INDIVIDUAL LIABILITY.
                  -----------------------------------

         No Affiliate, officer, director, employee or stockholder, as such, of
the Company, or its Subsidiaries, shall have any liability for any obligations
of the Company under the Securities or this Indenture or for any claim based on,
in respect of or by reason of such obligations or their creation. Each Holder by
accepting a Security hereby expressly waives and releases all such liability.
The waiver and release are part of the consideration for the issue of the
Securities.

         This instrument may be 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.

                                  ARTICLE XIII

                          SECURITIES IN DEFINITIVE FORM

SECTION 13.1      FORMS GENERALLY.
                  ---------------

         The Securities are non-negotiable debt instruments and shall be issued
only in book-entry form. However, in the event of an exchange of the Securities
for fully registered notes in definitive form pursuant to Section 2.7(b) hereof,
the Securities shall be in such form and contain the terms of such Securities,
including without limitation those terms set forth in Article II hereof, and any
other provisions as are required or permitted by this Indenture, and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon, as may be required to comply with the rules of any
securities exchange, or as may, consistent herewith, be determined by the
officers executing such Securities, as evidenced by their execution of the
Securities. Any such Securities in definitive form shall contain a certificate
of authentication in such form as the Trustee and the Company shall determine.
Any portion of the text of any Security may be set forth on the reverse thereof,
with an appropriate reference thereto on the face of the Security. The
definitive Securities shall be printed, lithographed or engraved on steel
engaged 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.




                                      53
<PAGE>





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


                                 LEVITT CORPORATION



                                 By:
                                     ----------------------------------------
                                          Name:
                                          Title:





                                 U.S. BANK NATIONAL ASSOCIATION,
                                 as Trustee



                                 By:
                                     ---------------------------------------
                                         Name:
                                         Title:






                                      54